Walt Disney 10-K/A 2022-10-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 1, 2022

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

.

Commission File Number

001-38842

Delaware		83-0940635
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification

500 South Buena Vista Street

Burbank, California 91521

Address of Principal Executive Offices and Zip Code

(818)

560-1000

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DIS		New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of common stock held by

non-affiliates

(based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was $249.5 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

There were 1,826,784,847 shares of common stock outstanding as of January 18, 2023.

Auditor Name: PricewaterhouseCoopers LLP		Auditor Location: Los Angeles, California		Auditor Firm ID: 238

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, expectations, beliefs, business plans and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements.

Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives or other business decisions, as well as from developments beyond the Company’s control, including: further deterioration in domestic and global economic conditions, including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions; consumer preferences and acceptance of our content and offerings; health concerns and their impact on our businesses; international, regulatory, political or military developments; technological developments; labor markets and activities; adverse weather conditions or natural disasters; and legal or regulatory changes. Each such risk includes the current and future impacts of and is amplified by, the COVID-19 pandemic and related mitigation efforts. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability; and demand for our products and services.

Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended October 1, 2022, under the captions “Risk Factors,” “Management’s Discussion and Analysis” and “Business,” and subsequent filings with the Securities and Exchange Commission (“SEC”), including, among others, quarterly reports on Form 10-Q.

EXPLANATORY NOTE

This Amendment No. 1 on Form

10-K/A

(this “Amendment”) amends The Walt Disney Company’s Annual Report on Form

10-K

for the fiscal year ended October 1, 2022, originally filed with the SEC on November 29, 2022 (the “Original Form

10-K”).

We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K, as we currently expect that our definitive proxy statement for the 2023 annual meeting of stockholders (“2023 Annual Meeting”) will be filed later than the 120th day after the end of the last fiscal year. Accordingly, this Amendment is being filed solely to:

	•		amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by and not included in such Items;

	•		delete the reference on the cover of the Original Form 10-K to the incorporation by reference of certain information from our proxy statement into Part III of the Original Form 10-K; and

	•		file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley Act of 2002.

This

Amendment does not otherwise change or update any of the disclosures set forth in the Original Form

10-K.

References to the “Company,” “Disney,” “we” or “our” in this Amendment refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries

.

THE WALT DISNEY COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

				Page
PART III
ITEM 10.		Directors, Executive Officers and Corporate Governance			1
ITEM 11.		Executive Compensation			15
ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			58
ITEM 13.		Certain Relationships and Related Transactions, and Director Independence			59
ITEM 14.		Principal Accounting Fees and Services			61
PART IV
ITEM 15.		Exhibits and Financial Statement Schedules			62
SIGNATURES					63

PART III

Executive Officers

Information regarding executive officers of the Company is set forth under “Information About Our Executive Officers” at the end of Part I of the Original Form 10-K.

Directors

The names of the members of the Company’s Board of Directors (the “Board”), their respective ages, their positions with the Company and other biographical information as of January 17, 2023 are set forth below.

		Susan E. Arnold

		FORMER OPERATING EXECUTIVE, THE CARLYLE GROUP
		Age: 68 Director since: 2007 Committees: Governance and Nominating (Sitting Chair) Executive (Sitting Chair)
						Experience: 2013–2021 2007–2009 2006 2004–2006 2002–2004		Operating Executive, The Carlyle Group (a global investment firm) President—Global Business Units, Procter & Gamble (a consumer goods company) Vice Chair of Beauty and Health, Procter & Gamble Vice Chair of Beauty, Procter & Gamble President, Global Personal Beauty Care and Global Feminine Care, Procter & Gamble
						Former Public Company Directorships: NBTY, Inc. (2013–2017) McDonald’s Corporation (2008–2016) Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As a former Operating Executive focused on the global consumer and retail sectors at The Carlyle Group, Ms. Arnold brings extensive experience evaluating operational, investment, and branding strategies to the Board • Ms. Arnold offers in-depth knowledge of retail strategies and marketing management to fellow directors and the leadership team gained during her time as a senior executive at Procter & Gamble including her responsibility for the management of major consumer brands • She also offers the Board guidance on global brand management and international consumer markets, which have served as invaluable insights as the Company’s audience expands globally • As the Company’s independent Chairman and former lead independent director, Ms. Arnold provides consistent leadership and expert judgement of the Company’s Board and the areas it oversees including the Company’s strategy, risk management, and ESG matters Other Key Skillsets • In-depth knowledge of finance and executive and risk management gained through experience at The Carlyle Group and Proctor & Gamble • Experience in environmental practices, including her role in embedding sustainability into products and operations at Proctor & Gamble

		Mary T. Barra

		CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY
		Age: 61 Director since: 2017 Committees: Compensation
						Experience: 2016–Present 2014–2016 2013–2014 2011–2013 2009–2011 2008–2009		Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) Chief Executive Officer, General Motors Company Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company Senior Vice President, Global Product Development, General Motors Company Vice President, Global Human Resources, General Motors Company Vice President, Global Manufacturing Engineering, General Motors Company
						Other Public Company Directorships: General Motors Company (2014–Present)
						Former Public Company Directorships: General Dynamics Corporation (2011–2017)
						Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Barra has deep experience in strategy and brand evolution through her role in driving General Motors’ transformation to electric and autonomous vehicles, which provides a critical perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment • Ms. Barra’s position as Chief Executive Officer of General Motors affords her the ability to provide invaluable insight to both the leadership team and fellow Board members on long-term strategic decision making, large-scale cost rationalization and organizational restructuring and maintaining strong brand leadership • She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets • Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products and managing supply chain and inflationary product environments through her various executive roles at General Motors • Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her role as chair of the Business Roundtable

		Safra A. Catz

		CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION
		Age: 61 Director since: 2018 Committees: Audit (Sitting Chair)
						Experience: 2014–Present 2011–2014 2008–2011 2005–2008 2004–2005 1999–2004		Chief Executive Officer, Oracle Corporation (a computer technology corporation) President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation President and Chief Financial Officer, Oracle Corporation President, Oracle Corporation Various positions, Oracle Corporation
						Other Public Company Directorships: Oracle Corporation (2001–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation • Ms. Catz oversaw the successful acquisition and integration of companies at Oracle, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development • Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses • Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee Other Key Skill Sets • Cybersecurity oversight, including the protection of electronically stored data from her executive roles at Oracle • Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle

		Amy L. Chang

		FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC.
		Age: 46 Director since: 2021 Committees: Governance and Nominating
						Experience: 2018–2020 2013–2018 2005–2012		Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) Founder and Chief Executive Officer, Accompany, Inc. (a relationship intelligence platform company) Global Head of Product, Google Ads Measurement; various additional positions, Google, Inc. (a technology company)
						Other Public Company Directorships: Procter & Gamble (2017–Present) Former Public Company Directorships: Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) Splunk, Inc. (2015–2017)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup • She provides a unique viewpoint of emerging technology trends and the implementation of innovative technological business strategies that are particularly important to our Media and Entertainment Distribution business • Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco Other Key Skill Sets • Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity, gained through her tenure at Cisco • Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership

		Francis A. deSouza

		PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC.
		Age: 52 Director since: 2018 Committees: Audit
						Experience: 2016–Present 2013–2016 2011–2013 2009–2011 Prior		President and Chief Executive Officer, Illumina, Inc. (a biotechnology company) President, Illumina, Inc. President, Products and Services, Symantec Corporation (a cybersecurity company) Senior Vice President, Enterprise Security Group, Symantec Corporation Founder of various technology businesses
						Other Public Company Directorships: Illumina, Inc. (2014–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Through his experience as Chief Executive Officer of Illumina, Inc. and prior senior leadership roles at Symantec Corporation and other technology companies, Mr. deSouza provides a deep understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development • Mr. deSouza has unique experience with the growth and maturation of technology businesses, providing insight to the Board and leadership team on the risks and opportunities involved in the development of diverse and changing businesses and the technological developments that affect our business • Through first-hand experience, he brings deep knowledge of overseeing business operations while incorporating public health considerations, which has served as an invaluable perspective as the Company navigates the continued challenges coming out of the COVID-19 pandemic Other Key Skill Sets • Cybersecurity expertise through experience at Symantec • Knowledge of finance and accounting gained through experience in Chief Executive Officer and other leadership positions • Oversight of strategic integration and experience with consumer awareness of corporate social responsibility practices through his leadership of and commitment to Illumina’s corporate social responsibility program

		Carolyn N. Everson

		FORMER PRESIDENT, INSTACART
		Age: 51 Director since: 2022 Committees: Incoming Compensation member
						Experience: 2022–Present 2021 2011–2021 2010–2011 2004–2010 2000–2003		Senior Adviser, Permira (a global private equity firm) President, Instacart (a grocery retail company) Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company) Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation) Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company) Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company)
						Other Public Company Directorships: The Coca-Cola Company (2022–Present) Former Public Company Directorships: The Hertz Corporation (2013–2018)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Ms. Everson offers strong insight to the Board and leadership team on branded, consumer-facing technology and media subject matters, informed by her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation • Through her experience in global digital advertising, she provides impactful perspectives on the intersection of marketing and direct-to-consumer (“DTC”) technology, an important aspect of Disney’s strategy as we continue to expand our customer base • Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure • Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight Other Key Skill Sets • Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies • Risk management and corporate governance oversight through her public company board experience The Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting.

		Michael B. G. Froman

		VICE CHAIRMAN AND PRESIDENT, STRATEGIC GROWTH, MASTERCARD INCORPORATED
		Age: 60 Director since: 2018 Committees: Governance and Nominating
						Experience: 2018–Present 2013–2017 2009–2013 1999–2009		Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) United States Trade Representative, Executive Office of the President Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company)
						Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs gained from his experience as the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative • His roles overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard and as a Distinguished Fellow on the Council of Foreign Relations enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace, including digital governance issues and cybersecurity risks • Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base Other Key Skill Sets • International trade, finance, executive and brand management and risk management gained through executive leadership roles at Citigroup • Meaningful experience with alternative investments business and environmental and social policy implementation

		Robert A. Iger

		CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY
		Age: 71 Director since: 2022; 2000-2021 Committees: Executive
						Experience: 2022–Present 2020–2021 2012–2020 2005–2012 2000–2005 1999–2000 1994–1999		Chief Executive Officer, The Walt Disney Company Chairman of the Board and Executive Chairman, The Walt Disney Company Chairman and Chief Executive Officer, The Walt Disney Company President and Chief Executive Officer, The Walt Disney Company President and Chief Operating Officer, The Walt Disney Company Chairman, ABC Group; President, Walt Disney International President and Chief Operating Officer, ABC, Inc. (a broadcasting company)
						Former Public Company Directorships: The Walt Disney Company (2000–2021) Apple Inc. (2011–2019)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Gained through his experience serving as Chief Executive Officer of Disney for 15 years, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world • Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services • Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox • Mr. Iger carried the same level of dedication into his role as Executive Chairman, where he oversaw Disney’s creative endeavors, providing audiences with engaging stories and compelling characters, and as a consultant to the Board and leadership team throughout 2022 • His detailed understanding of all facets of the Company, prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time Other Key Skill Sets • Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions • Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.

		Maria Elena Lagomasino

		CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES
		Age: 73 Director since: 2015 Committees: Governance and Nominating; Compensation (Chair)
						Experience: 2013–Present 2005–2012 2001–2005 1983–2001		Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor) Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company) Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company) Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company)
						Other Public Company Directorships: The Coca-Cola Company (2008–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As the founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership • As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses in a variety of industries with varying size and complexities • She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities • Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards Other Key Skill Sets • Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan

		Calvin R. McDonald

		CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC.
		Age: 51 Director since: 2021 Committees: Compensation
						Experience: 2018–Present 2013–2018 2011–2013		Chief Executive Officer, lululemon athletica inc. (an athletic apparel company) President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands President and Chief Executive Officer, Sears Canada (a department store company)
						Other Public Company Directorships: lululemon athletica inc. (2018–Present) Former Public Company Directorships: Sephora Americas (2013–2018)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. McDonald has over 25 years of retail experience, bringing powerful insight to the Board on integrating customer experience and brand awareness • As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team • Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement Other Key Skill Sets • Deep understanding of management, leadership and executive management from his experience at lululemon athletica • Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer

		Mark G. Parker

		EXECUTIVE CHAIRMAN, NIKE, INC.
		Age: 67 Director since: 2016 Committees: Compensation; Incoming Executive Committee Chair; Incoming Governance and Nominating Chair
						Experience: 2020–Present 2006–2020 1979–2006		Executive Chairman, NIKE, Inc. (a footwear and apparel company) President and Chief Executive Officer, NIKE, Inc. Various positions (including product research, design and development, marketing and brand management), NIKE, Inc.
						Other Public Company Directorships: NIKE, Inc. (2006–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team • Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight • Mr. Parker offers a unique insight to the Company regarding the design, production, marketing and distribution of consumer products and managing a major international consumer brand through various market evolutions over a more than 40-year time period Other Key Skill Sets • Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE • Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing

		Derica W. Rice

		FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION
		Age: 57 Director since: 2019 Committees: Audit (Incoming Chair)
						Experience: 2018–2020 2018–2020 2006–2017 2003–2006 1990–2005		Executive Vice President, CVS Health Corporation (a pharmacy company) President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company) Vice President and Controller, Eli Lilly and Company Various Executive Positions, Eli Lilly and Company
						Other Public Company Directorships: The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present)
				Notable Experience Aligned with Disney’s Strategy and Key Board Contributions • Mr. Rice offers deep experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade • His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board • Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience as an audit committee member of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology Other Key Skill Sets • Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly • Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards

“Incoming” as used above under “Committees” indicates that the Board intends to appoint the Director to such committee, in the case of Ms. Everson, or as Chair of such committee, in the case of Mr. Parker and Mr. Rice, following the 2023 Annual Meeting.

Audit Committee

Members: Safra A. Catz (Sitting Chair), Francis A. deSouza and Derica W. Rice (Incoming Chair)

The Audit Committee is responsible for, among other things, overseeing the Company’s financial statements, internal controls and audit, compliance with legal and regulatory requirements and independent auditor. The Committee also has oversight of cybersecurity and data security risks and mitigation strategies. The Committee also reviews the Company’s policies and practices with respect to risk assessment and risk management. The Committee met 9 times during fiscal 2022. All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee, Ms. Catz, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange and that Mr. Froman, who served on the Committee through January 10, 2022, is financially literate within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. Following the 2023 Annual Meeting, the Board intends to appoint Mr. Rice as the Chair of the Committee. Ms. Catz will remain as a member of the Committee.

Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.

The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.

Each standing committee of the Board is governed by a charter adopted by the Board.

The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

Director Selection Process

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates, including to generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.

Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:

•		the ability of the prospective nominee to represent the interests of the shareholders of the Company;

•		the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and

•		the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.

After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.

In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The current nominees’ qualifications set forth in their individual biographies under the section titled “Directors” sets out how each of the current nominees (comprised of all current Directors other than Ms. Arnold) contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or any Director that turned 75 years of age of older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders.

In making its recommendations with respect to the nomination for election or re-election of existing Directors at the annual shareholders meeting, the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues to reflect the criteria set forth above.

During fiscal 2023, the Board appointed two new directors: Carolyn Everson and Bob Iger. Ms. Everson was recommended by non-management directors, a third-party search firm and a shareholder. In connection with Ms. Everson’s appointment, the Company entered into a support agreement with Third Point pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the 2023 Annual Meeting and Third Point agreed to customary standstill, voting and other provisions through the 2024 Annual Meeting. Mr. Iger was recommended by non-management directors. The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations.

Director Compensation

Fiscal 2022

The elements of annual Director compensation for fiscal 2022 were as follows:

Annual Board retainer		$	115,000
Annual committee retainer (except Executive Committee)1		$	10,000
Annual Governance and Nominating Committee chair retainer2		$	20,000
Annual Compensation Committee chair retainer2		$	25,000
Annual Audit Committee chair retainer2		$	27,500
Annual deferred stock unit grant		$	240,000
Annual retainer for independent Chairman3		$	145,000

1	Per committee.

2	This is in addition to the annual committee retainer the Director receives for serving on the committee.

3	This is in addition to the annual Board retainer, committee fees and the annual deferred stock unit grant and at least 50% must be paid in stock.

To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products and services up to a maximum of $15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director may receive Company products and services up to a maximum of $25,000 in fair market value plus reimbursement of associated tax liabilities for one year following their respective start date. After the first anniversary of their start date, such first-year non-employee Directors will have an additional allowance of $15,000 prorated for the balance of the remaining calendar year. Directors’ spouses, children and grandchildren may also participate in this benefit within each Director’s limit.

Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis.

Directors participate in the Company’s employee gift matching program on the same terms as senior executives. Under this program, the Company matches contributions of up to $20,000 per calendar year per Director to charitable and educational institutions meeting the Company’s criteria. Beginning in calendar 2022, the Board amended the Directors’ participation in the Company’s employee gift matching program to decrease the maximum amount of contributions matched by the Company from $50,000 to $20,000 per calendar year.

Directors who are also employees of the Company receive no additional compensation for service as a Director.

Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.

Director Compensation for Fiscal 2022

The following table sets forth compensation earned during fiscal 2022 by each person who served as a non-employee Director during the year.

		FEES EARNED OR PAID IN CASH				STOCK AWARDS				ALL OTHER COMPENSATION				TOTAL
Susan E. Arnold		$	214,327			$	289,953				$67,701			$	571,981
Mary T. Barra			125,000				236,657				—				361,657
Safra A. Catz			152,486				236,657				50,000				439,143
Amy L. Chang			125,000				236,657				41,520				403,177
Francis A. deSouza			125,000				236,657				5,296				366,953
Michael B.G. Froman			125,000				236,657				71,968				433,625
Maria Elena Lagomasino			159,973				236,657				100				396,730
Calvin R. McDonald			125,000				236,657				—				361,657
Mark G. Parker			125,000				236,657				—				361,657
Derica W. Rice			125,000				236,657				70,000				431,657

Fees Earned or Paid in Cash. “Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee-chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2022, the average interest rate was 3.67%.

The following table sets forth the form of fees received by each Director who elected to receive any portion of the compensation in a form other than currently paid cash. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units distributed currently were accumulated throughout the year and distributed as shares following December 31, 2022.

		CASH								STOCK UNITS
		PAID CURRENTLY				DEFERRED				VALUE DISTRIBUTED CURRENTLY				VALUE DEFERRED				NUMBER OF UNITS
Mary T. Barra			—				—				—				$125,000				1,065
Safra A. Catz			—				—				$152,486				—				1,300
Francis A. deSouza			—				—				125,000				—				1,065
Michael B.G. Froman			—				—				125,000				—				1,065
Maria Elena Lagomasino			—				—				—				159,973				1,364

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Stock Ownership

Based on a review of filings with the SEC, the Company has determined that the following persons hold more than 5% of the outstanding shares of Disney common stock. Applicable percentage ownership is based on 1,826,281,507 shares outstanding as of January 3, 2023.

NAME AND ADDRESS OF BENEFICIAL OWNER		SHARES				PERCENT OF CLASS
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			137,951,580	1			7.6%
Blackrock, Inc. 55 East 52nd Street New York, NY 10055			116,787,053	2			6.4%

To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock.

1	According to Vanguard’s Schedule 13G/A filing with the SEC, Vanguard has sole voting power with respect to no shares, shared voting power with respect to 2,872,987 shares, sole dispositive power with respect to 130,617,298 shares and shared dispositive power with respect to 7,334,282 shares.

2	According to Blackrock’s Schedule 13G/A filing with the SEC, Blackrock has sole voting power with respect to 99,791,576 shares, shared voting power with respect to no shares, sole dispositive power with respect to 116,787,053 shares and shared dispositive power with respect to no shares.

The following table shows the amount of Disney common stock beneficially owned (unless otherwise indicated) by Directors, nominees and NEOs and by Directors, nominees and executive officers as a group. Except as otherwise indicated, all information is as of January 3, 2023.

NAME		SHARES1,2				STOCK UNITS3				SHARES ACQUIRABLE WITHIN 60 DAYS4				PERCENT OF CLASS
Susan E. Arnold			18,937				26,545				—				*
Mary T. Barra			229				14,093				—				*
Safra A. Catz			8,459				5,016				—				*
Amy L. Chang			120				3,108				—				*
Robert A. Chapek			16,763				—				527,364				*
Francis A. deSouza			4,835				6,941				—				*
Carolyn N. Everson			208				428				—				*
Michael B.G. Froman			6,220				4,747				—				*
Horacio E. Gutierrez			3,185				—				19,211				*
Robert A. Iger			186,874				—				1,925,144				*
Maria Elena Lagomasino			2,815				20,484				—				*
Christine M. McCarthy			186,049				—				496,214				*
Calvin R. McDonald			451				4,328				—				*
Geoffrey S. Morrell			195				—				—				*
Mark G. Parker			129				18,813				—				*
Paul J. Richardson			1				9,583				—				*
Derica W. Rice			5,935				—				45,783				*
Kristina K. Schake			1,818				—				4,242				*
All Directors, nominees and executive officers as a group (16 persons)			426,264				114,086				2,490,594				*

*	Less than 1% of outstanding shares.

1

The number of shares shown includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. Some Directors and executive officers disclaim beneficial ownership of some of the shares included in the table, as follows: Ms. Barra — 229 shares held in a trust and by spouse in trust; Ms. Chang — 120 shares held in a trust; Mr. Chapek — 214 shares held in a trust and by adult child; Mr. Froman — 20 shares held in a trust; and Mr. Iger — 156 shares held by spouse. All Directors and executive officers as of January 3, 2023 as a group disclaim beneficial ownership of a total of 525 shares.

2	For NEOs, the number of shares listed includes interests in shares held in Company savings and investment plans as of January 3, 2023: Mr. Chapek — 3,597 shares; Mr. Iger — 20,552 shares; Ms. McCarthy — 4,219 shares; and all executive officers as of January 3, 2023 as a group — 24,771 shares.

3

Reflects the number of stock units credited as of January 3, 2023 to the account of each non-employee Director participating in the 2011 Stock Incentive Plan. These units are payable solely in shares of Company common stock as described under Item 11. Directors, Executive Officers and Corporate Governance — “Director Compensation,” but do not have current voting or investment power. Excludes unvested restricted stock units awarded to executives under the 2011 Stock Incentive Plan that vest on a performance basis and other restricted stock units awarded to executives that have not vested under their vesting schedules.

4	Reflects the number of shares that could be purchased by exercise of options exercisable at January 3, 2023, or within 60 days thereafter under the Company’s stock option plans and the number of shares underlying restricted stock units that vest within 60 days of January 3, 2023, excluding dividend equivalent units that will vest in that period.

Equity Compensation Plans

Information regarding the equity compensation plans of the Company is set forth in Item 11. Executive Compensation — “Executive Compensation — Compensation Tables — Equity Compensation Plans.”

Certain Relationships and Related Person Transactions

The Board has adopted a written policy for review of transactions in any fiscal year in which the Company is a participant and in which any Director, Director nominee, executive officer, holder of more than 5% of our outstanding shares or any immediate family member of any of these persons has a direct or indirect material interest. Directors, Director nominees, 5% shareholders and executive officers are required to inform the Company of any such transaction promptly after they become aware of it and the Company collects information from Directors, Director nominees and executive officers about their affiliations and affiliations of their family members so the Company can search its records for any such transactions. Transactions are presented to the Governance and Nominating Committee of the Board (or to the Chair of the Committee if the Committee delegates this responsibility) for approval before they are entered into or, if this is not possible, for ratification after the transaction has been entered into. The Committee approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company, including whether the transaction impairs independence of a Director.

Each of the investment management firms, Vanguard Group, Inc. and Blackrock, Inc., through their affiliates, held more than 5% of the Company’s shares during fiscal 2022. Funds managed by affiliates of Vanguard and Blackrock are included as investment options in defined contribution plans offered to Company employees. In addition, Blackrock manages investment portfolios for the Company’s pension funds and provides a risk analytics platform related to management of investments in the pension funds. Vanguard and Blackrock received fees of approximately $1 million and $11 million, respectively, in fiscal 2022 based on the amounts invested in funds managed by them. The ongoing relationships were reviewed and approved in fiscal 2022 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.

Beginning in fiscal 2021, MVL Productions LLC, a subsidiary of the Company, contracted with a company wholly owned by Mr. Chapek’s son, Brian Chapek (“Mr. B. Chapek”), for Mr. B. Chapek’s exclusive services for a three-year period. The contract provides for Mr. B. Chapek to receive an annual base payment of $322,000 in fiscal 2021, $342,000 in fiscal 2022 and $367,000 in fiscal 2023. These amounts are inclusive of a payment in lieu of benefits. Additionally, Mr. B. Chapek will receive a $200,000 fee for each film on which he serves as lead producer and an additional bonus calculated by a predetermined formula based on the worldwide box office of films on which he works, consistent with a range and structure typical of producer deals at Walt Disney Studios. For fiscal 2022, Mr. B. Chapek received his $342,000 base payment plus $40,000, 20% of his producer fee. In fiscal 2023, Mr. B. Chapek will receive an additional bonus of $31,000 pursuant to the terms of his contract. This relationship was reviewed and approved in fiscal 2022 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.

In fiscal 2022, Daniel McCormick, son of Christine McCarthy, Senior Executive Vice President and Chief Financial Officer, was employed as Senior Manager-Research in the General Entertainment Content business. For fiscal 2022, Mr. McCormick’s base salary was $64,466 and his benefits were approximately $4,904, each prorated for the period of fiscal 2022 that he was employed by the Company (April 4, 2022 to October 1, 2022), and his bonus was $24,300. On an annualized basis, his fiscal 2022 base salary would have been $130,000, his benefits would have been approximately $10,626 and his target bonus would be $19,500. Mr. McCormick was paid an amount and his compensation was structured the same as similarly situated employees. This relationship was reviewed and approved in fiscal 2022 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.

Director Independence

The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and, in some respects, exceed the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary.

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in November 2022. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand, and on the other hand, Directors, immediate family members of Directors or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and the Company’s executive officers or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2022 or nominated for election at the 2023 Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Chapek, neither of which is considered independent because of employment as a senior executive of the Company. Additionally, Mr. Chapek’s son provided producer services to the Company in fiscal 2022, as discussed under the section titled “Certain Relationships and Related Person Transactions” above.

In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company on the one hand, and on the other, companies or organizations at which some of our Directors or their immediate family members were officers or employees during fiscal 2022. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Corporate Governance Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.

Auditor Fees and Services

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements and internal control over financial reporting for fiscal 2022 and fiscal 2021, together with fees for audit-related, tax and other services rendered by PricewaterhouseCoopers LLP during fiscal 2022 and fiscal 2021. Audit-related services consisted principally of audits and agreed upon procedures of other entities related to the Company, viewership rankings and other attest projects, and consultations on the impact of new accounting rules. Tax services consisted principally of planning and advisory services and tax compliance assistance. Other services consisted of other miscellaneous services, including accounting research software and other non-audit-related attestation services. The Audit Committee directs and reviews the negotiations associated with the Company’s retention of its independent registered public accountants.

		FISCAL 2022				FISCAL 2021
		(IN MILLIONS)
Audit fees			$30.1				$28.6
Audit-related fees			2.3				2.1
Tax fees			2.5				2.9
All other fees			0.1				0.1

Policy for Approval of Audit and Permitted Non-Audit Services

All audit, audit-related, tax and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s Outside Auditor Independence and Pre-Approval Policy provides for pre-approval of specifically described audit, audit-related, tax and other services by the Committee on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy also requires specific approval by the Committee if total fees for audit-related, tax and other services would exceed total fees for audit services in any fiscal year. The policy authorizes the Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, and the Committee has delegated to the Chair of the Committee the authority to pre-approve services in certain circumstances.

PART IV

(1) Financial Statements and Schedules

No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.

(2) Exhibits

The documents set forth below are filed herewith.

		Exhibit		Location
31(a)		Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31(b)		Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)		Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						THE WALT DISNEY COMPANY
						(Registrant)
Date: January 24, 2023				By:		/S/ ROBERT A. IGER
						(Robert A. Iger
						Chief Executive Officer and Director)