Walt Disney (DIS) 10-K risk factor changes: FY2021 vs FY2020

In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in [removed: this report and] our [removed: other] filings with the SEC, the most significant factors affecting our business include the following:

[removed: Many] [added: Most] of our businesses have been [removed: closed or] [added: closed,] suspended [added: or restricted] consistent with government mandates or guidance.

COVID-19 impacts could also hasten the erosion of [removed: our] historical sources of revenue at our [removed: Media] [added: Linear] Networks businesses.

We have [removed: significantly] [added: experienced] reduced numbers of reservations at our hotels and cruises.

We have experienced increased returns and refunds and customer requests [added: for payment deferrals.]

[removed: Some] [added: Many] of our businesses [removed: remain closed and those] that are open are operating subject to restrictions and increased expenses.

COVID-19 impacts that have subsided may again impact our businesses in the future and new impacts may [removed: emerge, particularly given the rise of] [added: emerge from] COVID-19 [removed: cases following the end of fiscal 2020.][added: developments or other pandemics.]

For example, some of our parks [removed: have] closed due to government mandates or guidance following their initial reopening.

Consumers may change their behavior and consumption patterns in response to the prolonged suspension of certain of our businesses, such as subscription to pay television packages (which [removed: have] experienced accelerated decline during [added: some periods after the onset of] COVID-19) or theater-going to watch movies.

Certain of our customers, including individuals as well as businesses such as theatrical distributors, affiliates, licensees of rights to use our programming and [removed: intellectual property,] [added: IP,] advertisers and others, have been negatively impacted by the economic downturn caused by COVID-19, which may [added: continue to] result in decreased purchases of our goods and services even after certain operations resume.

Additionally, we have [added: incurred] and will continue to incur incremental costs to implement health and safety measures, reopen our parks and restart our halted [removed: construction projects.][added: projects and operations.]

As we have resumed production of [removed: film and television] content, including live [removed: sporting] [added: sports] events, we have incurred costs to implement health and safety measures and productions will generally take longer to complete.

The Company (or our Board of Directors, as applicable) [removed: significantly increased cash balances through the issuance of] [added: issued] senior notes in March and May 2020, [removed: and we] entered into an additional $5.0 billion credit facility in April [removed: 2020,] [added: 2020 (which has now been terminated),] did not [removed: declare] [added: pay] a dividend with respect to fiscal [removed: year] 2020 [added: operations and has not declared nor paid a dividend with respect to fiscal 2021] operations; suspended certain capital projects; [added: temporarily] reduced certain discretionary expenditures (such as spending on marketing); temporarily reduced management compensation; temporarily eliminated Board of Director retainers and committee fees; furloughed over half of our [removed: employees (some of whom remain furloughed and continue to receive Company provided medical benefits);] [added: employees;] and reduced our employee population.

Such mitigation measures have resulted in the delay or suspension of certain projects in which we have invested, particularly at our parks and resorts and [removed: Studio Entertainment segment.][added: studio operations.]

We may take additional mitigation actions in the future such as raising additional financing; not declaring future [removed: dividends;] [added: dividends (the Company has announced an intention not to declare further dividends until a return to a more normalized operating environment);] reducing, or not making, certain payments, such as some contributions to our pension and postretirement medical plans; further suspending capital spending; reducing film and television content investments; or implementing additional furloughs or reductions in [removed: force.][added: force or modifying our operating strategy.]

Additionally, there are [removed: certain] limitations on our ability to mitigate the adverse financial impact of COVID-19, including the fixed costs of our theme park business and the impact COVID-19 may have on capital markets and our cost of borrowing.

For example, as our employees [removed: return] [added: are returning] from furlough, the cost reductions of the related furloughs [removed: will] [added: are] no longer [removed: be available.][added: available and we are incurring expenses to recall and hire employees.]

Even our operations that were not suspended or that have resumed continue to be adversely impacted by government mandated restrictions (such as density limitations and travel [removed: restrictions);] [added: restrictions and requirements);] measures we voluntarily implement; measures we are contractually obligated to implement; the distancing practices and health concerns of consumers, talent and production workers; and logistical limitations.

Upon reopening our parks and resorts [removed: business] [added: businesses] we have seen [added: certain instances of] lower demand.

Some of our employees who returned to work [removed: have been] [added: were later] refurloughed.

Our operations could be [added: further] negatively impacted [added: and our reputation could be negatively impacted] by a significant COVID-19 outbreak impacting our employees, customers or others interacting with our businesses, including our supply chain.

We have impaired goodwill and intangible assets at our International Channels businesses and [removed: written down] [added: impaired] the value of certain of our retail store assets.

Our leverage ratios have increased [removed: and may remain elevated in the near-term] as a result of COVID-19’s impact on our financial performance, [removed: causing] [added: which caused] certain of the credit rating agencies to downgrade [added: their assessment of] our [removed: ratings.][added: credit ratings, and are expected to remain elevated at least in the near term.]

Our debt ratings may be further [removed: downgraded as a result of the COVID-19 impact,] [added: downgraded,] which may negatively impact our cost of borrowing.

Financial risks may be exacerbated by [added: a number of factors, including] the timing of customer deposit [removed: refunds;] [added: refunds and] liquidity issues among our key customers, particularly advertisers, television affiliates, theatrical exhibitors [removed: and distributors and licensees, which have impacted timely payments by such customers to the Company; loss or delay of receivables as a result of contractual performance short falls; and our contractual payment obligations.]

[added: The Company has $12.5 billion in trade accounts receivable] outstanding at October [removed: 3, 2020,] [added: 2, 2021,] with an allowance for credit losses of [removed: $0.5] [added: $0.2] billion.

Economic or political conditions in a country outside the U.S. [removed: as a result of COVID-19] could also reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.

The impacts of COVID-19 to our business have generally amplified, or reduced our ability to mitigate, the other risks discussed [removed: herein.][added: in our filings with the SEC and our remediation efforts may not be successful.]

[removed: If] [added: Where] actual performance in our international markets significantly underperforms management’s forecasts, the Company [added: has had, and] could have [added: further,] foreign currency hedge gains/losses which are not offset by the realization of exposures, resulting in excess hedge gains or losses.

While we cannot be certain as to the duration of the impacts of COVID-19, we expect impacts of COVID-19 to [added: continue to] affect our financial results [removed: at least through] [added: in] fiscal [removed: 2021.][added: 2022.]

A decline in economic [removed: activity] [added: activity, such as recession or economic downturn,] in the U.S. and other regions of the world in which we do business can adversely affect demand for any of our businesses, thus reducing our revenue and earnings.

Global economic activity has declined as a result of [added: the impacts of] COVID-19.

In addition, an increase in price levels generally, or in price levels in a particular sector such as the energy [removed: sector,] [added: sector (such as current inflation related to domestic and global supply chain issues, which has led to both overall price increases and pronounced price increases in certain sectors),] could result in a shift in consumer demand away from the entertainment and consumer products we offer, which could also adversely affect our revenues and, at the same time, increase our costs.

Misalignment with public and consumer tastes and preferences for [removed: entertainment] [added: entertainment, travel] and consumer products could negatively impact demand for our entertainment offerings and products and adversely affect the profitability of any of our businesses.

The success of our businesses depends on our ability to consistently create [removed: filmed entertainment and television programming,] [added: content,] which may be [removed: distributed] [added: distributed,] among other [removed: ways] [added: ways,] through [added: broadcast, cable, internet or cellular technology, theme park attractions, hotels and other resort facilities and travel experiences and consumer products.]

[removed: broadcast, cable, internet or cellular technology, theme park attractions, hotels and other resort facilities and travel experiences and consumer products that] [added: Such distribution must] meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content.

Many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside the U.S., and their success therefore depends on our ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside the U.S. Moreover, we must often invest substantial amounts in [removed: film production, television programming, other] content production and acquisition, acquisition of sports rights, theme park attractions, cruise ships or hotels and other [removed: resort] facilities [added: or customer facing platforms] before we know the extent to which these products will earn consumer acceptance.

The impacts of COVID-19 are inhibiting and delaying our ability to earn returns on [added: some of] these and other investments.

[removed: If our entertainment offerings] [added: Consumer tastes] and [removed: products, including our content offerings, modified as a result of COVID-19, do not achieve sufficient consumer acceptance, our] [added: preferences impact, among other items,] revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air), affiliate fees, subscription fees, theatrical film receipts, the license of rights to other distributors, theme park admissions, hotel room charges and merchandise, food and beverage sales, sales of licensed consumer products or [removed: from] sales of our other consumer products and [removed: services, may decline, decline further or fail to grow to the extent we anticipate when making investment decisions and thereby further adversely affect the profitability of one or more of our businesses.][added: services.]

The value to us of our [removed: intellectual property rights] [added: IP] is dependent on the scope and duration of our rights as defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed.

Since early 2020, the world has been and continues to be impacted by COVID-19 and its variants.

COVID-19 and measures to prevent its spread has impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended.

These operations resumed, generally at reduced capacity, at various points since May 2020.

We experienced significant disruptions in the production and availability of content.

Although film and television production generally resumed beginning in the fourth quarter of fiscal 2020, we continue to see disruption in production activities depending on local circumstances.

Production delays and fewer theatrical releases have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.

Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19 restrictions.

Declines in linear viewership and consumption of our content (due to production delays or otherwise) result in decreased advertising revenue.

Sports content continues to be delayed or impacted by COVID-19 restrictions.

Continued or increased unavailability of sports content is likely to exacerbate the impacts to our business.

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Our operations could be suspended, re-suspended or subjected to new or reinstated limitations by government action or otherwise in the future as a result of developments related to COVID-19, such as the current expansion of the delta variant or other variants.

For example, both Hong Kong Disneyland Resort and Disneyland Paris have reopened and closed multiple times since the onset of COVID-19.

In fiscal year 2020, we operated at a net loss and in fiscal year 2021, our net income from continuing operations remained substantially below pre-pandemic levels.

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and distributors, and licensees.

Additionally, loss of or delay in the collection of receivables as a result of contractual performance short falls, meeting our contractual payment obligations, and investments we need to make in our business may result in increased financial risk.

Broader supply chain delays, such as those currently impacting global distribution may impact our ability to sell and deliver goods or otherwise disrupt our operations.

Declines in linear viewership have resulted in decreased advertising revenue.

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If our entertainment offerings and products (including our content offerings, which have been impacted by COVID-19) as well as our methods to make our offerings and products available to consumers, do not achieve sufficient consumer acceptance, our revenue may decline, decline further or fail to grow to the extent we anticipate when making investment decisions and thereby further adversely affect the profitability of one or more of our businesses.

COVID-19 and distribution innovation in response to COVID-19 has increased opportunities to access content in unauthorized ways.

From time to time, the Company has been notified that it may be infringing certain IP rights of third parties.

Technological changes in industries in which the Company operates and extensive patent coverage in those areas may increase the risk of such claims being brought and prevailing.

We also use computer systems to deliver our products and services and operate our businesses.

We use many third party systems and software, which are also subject to supply chain and other

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cyberattacks.

Insurance we obtain may not cover losses or damages associated with such attacks or events.

Our systems and the systems of third parties with whom we engage are continually attacked.

In specific geographic markets, we have experienced delayed and/or partial payments from certain affiliate partners due to liquidity issues.

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In March 2021 we announced the closure of a substantial number of our Disney-branded retail stores; and we have announced exploration of a number of new types of businesses.

Even if our strategies are effective in the long term, growth of our new offerings is unlikely to be even quarter over quarter and we may not expand into new markets as or when anticipated.

Our ability to forecast for new businesses may be impacted by our lack of experience operating in those new businesses, volatility beyond our control (such as the events beyond our control noted above) and our ability to obtain or develop the content and rights on which our projections are based.

Accordingly, we may not achieve our forecasted outcomes.

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For example, in January 2019 India implemented regulation and tariffs impacting certain bundling of channels; U.S. agencies have enhanced trade restrictions and legislation is currently under consideration that would prohibit importation of goods from certain regions; and in many countries/regions around the world (including but not limited to the EU) regulators are requiring us to broadcast on our linear (or display on our DTC streaming services) programming produced in specific countries as well as invest specified amounts of our revenues in local content productions.

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businesses.

The impact of COVID-19 and measures to prevent its spread are affecting our businesses in a number of ways.

Our theme parks were closed or operating at significantly reduced capacity for a significant portion of the year, cruise ship sailings, guided tours and stage play performances were suspended since late in the second quarter, and retail stores were closed for a significant portion of the year.

In addition, we have delayed or, in some instances shortened or cancelled, theatrical releases and have experienced adverse impacts on advertising sales and on our merchandise licensing business.

We have experienced disruptions in the production and availability of content, including the deferral or cancellation of certain sports events and suspension of production of most film and television content.

We have continued to pay for certain sports rights, including for certain events that have been deferred or canceled.

The impacts to our content have resulted in decreased viewership and advertising revenues, and demands for affiliate fee reductions related to certain of our television networks.

These impacts are likely to be exacerbated the longer such content is not available, including if sports content should become unavailable again in the future.

We have granted rent waivers to some of our tenants, and they have not paid rent while certain of our facilities have been closed.

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for payment deferrals.

Our operations could be suspended or re-suspended by government action or otherwise in the future.

For example, after Hong Kong Disneyland Resort reopened in June 2020, it closed again in July 2020 and Disneyland Paris opened July 2020 and closed again in October 2020.

Some of our businesses have not yet been permitted to open, such as Disneyland Resort and our cruise business.

In fiscal year 2020, we operated at a net loss.

The Company has $13.1 billion in trade accounts receivable

Our remediation efforts may not be successful.

COVID-19 has accelerated this trend.

possible harm to our customers and employees and/or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident.

businesses, and these risks are exacerbated by COVID-19.

For example, in January 2019 India implemented regulation and tariffs impacting certain bundling of channels and in November 2020 potential U.S. legislation is pending prohibiting importation of goods from certain regions.

Poor quality broadband infrastructure in certain markets may impact our customers’ access to our DTC products and may diminish our customers’ experience with our DTC products.

U.S. and global markets have experienced significant volatility.

on Negative Outlook.

On November 18, 2020, Standard and Poor’s lowered the Company’s long-term rating to BBB+ and placed the Company’s long-term ratings on Negative Outlook.

Past disruptions in the global financial markets also impacted some of the financial institutions with which we do business.

A similar decline in the financial stability of financial institutions could affect our ability to secure credit-worthy counterparties for our interest rate and foreign currency hedging programs, could affect our ability to settle existing contracts and could also affect the ability of our business customers to obtain financing and thereby to satisfy their obligations to us.

Affiliate fees are typically recognized ratably throughout the year.

- Revenues in our Studio Entertainment segment fluctuate due to the timing and performance of releases in the theatrical, home entertainment and television markets.

Our pension and postretirement medical plans were remeasured at the end of fiscal 2020, and as a result, the underfunded status and fiscal 2021 costs increased.

Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

However, if LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, the Company’s borrowing costs may be adversely affected.

Our consolidated indebtedness and cash and cash equivalents as of September 29, 2018 were approximately $20.9 billion and $4.2 billion, respectively.

With the completion of the TFCF acquisition, our consolidated indebtedness and cash and cash equivalents as of September 28, 2019 were approximately $47.0 billion and $5.4 billion, respectively.

As of October 3, 2020 our consolidated indebtedness and cash and cash equivalents were approximately $58.6 billion and $17.9 billion, respectively.

In May 2020, Fitch downgraded our long- and short-term credit ratings by one notch to A- and F2, respectively, and placed our long-term ratings on Negative Outlook.

Our financial flexibility may be further constrained by the issuance of shares of common stock in the TFCF acquisition, to the extent we determine to make dividend payments in the future.

We could fail to realize all of the benefits anticipated in the TFCF acquisition.

If we are not able to realize the strategic value of the TFCF assets, the anticipated benefits of the TFCF acquisition may not be realized fully or may take longer than expected to be realized, and these risks could be exacerbated by the impact of COVID-19.

Further, there could be loss of key employees, loss of customers, disruption of ongoing businesses or unexpected issues, higher than expected costs and an overall post-acquisition process that takes longer than originally anticipated.

Specifically, the following issues, among others, must be addressed in order to realize the anticipated benefits of the TFCF acquisition so the combined company performs as we hope:

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | % Change Better (Worse) | | | | | | | | | | | |

| [removed: Revenues:] [added: *Revenues:*] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Services | | | $ | [removed: 59,265] [added: 61,768] | | | | | $ | [removed: 60,579] [added: 59,265] | | | | | | | | | | | [removed: (2) %] [added: 4 %] | | | | | | | | | | | |

| Products | | | [removed: 6,123] [added: 5,650] | | | | | | [removed: 9,028] [added: 6,123] | | | | | | | | | | | | [removed: (32) %] [added: (8) %] | | | | | | | | | | | |

| Total revenues | | | [removed: 65,388] [added: 67,418] | | | | | | [removed: 69,607] [added: 65,388] | | | | | | | | | | | | [removed: (6) %] [added: 3 %] | | | | | | | | | | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (39,406)] [added: (41,129)] | | | | | | [removed: (36,493)] [added: (39,406)] | | | | | | | | | | | | [removed: (8) %] [added: (4) %] | | | | | | | | | | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (4,474)] [added: (4,002)] | | | | | | [removed: (5,568)] [added: (4,474)] | | | | | | | | | | | | [removed: 20 %] [added: 11 %] | | | | | | | | | | | |

| Selling, general, administrative and other | | | [removed: (12,369)] [added: (13,517)] | | | | | | [removed: (11,549)] [added: (12,369)] | | | | | | | | | | | | [removed: (7) %] [added: (9) %] | | | | | | | | | | | |

| Depreciation and amortization | | | [removed: (5,345)] [added: (5,111)] | | | | | | [removed: (4,167)] [added: (5,345)] | | | | | | | | | | | | [removed: (28) %] [added: 4 %] | | | | | | | | | | | |

| Total costs and expenses | | | [removed: (61,594)] [added: (63,759)] | | | | | | [removed: (57,777)] [added: (61,594)] | | | | | | | | | | | | [removed: (7) %] [added: (4) %] | | | | | | | | | | | |

| Restructuring and impairment charges | | | [removed: (5,735)] [added: (654)] | | | | | | [removed: (1,183)] [added: (5,735)] | | | | | | | | | | | | [removed: \>(100) %] [added: 89 %] | | | | | | | | | | | |

| Other income, net | | | [removed: 1,038] [added: 201] | | | | | | [removed: 4,357] [added: 1,038] | | | | | | | | | | | | [removed: (76) %] [added: (81) %] | | | | | | | | | | | |

| Interest expense, net | | | [removed: (1,491)] [added: (1,406)] | | | | | | [removed: (978)] [added: (1,491)] | | | | | | | | | | | | [removed: (52) %] [added: 6 %] | | | | | | | | | | | |

| Equity in the income [removed: (loss)] of investees, net | | | [removed: 651] [added: 761] | | | | | | [removed: (103)] [added: 651] | | | | | | | | | | | | [removed: nm] [added: 17 %] | | | | | | | | | | | |

| Income (loss) from continuing operations before income taxes | | | [removed: (1,743)] [added: 2,561] | | | | | | [removed: 13,923] [added: (1,743)] | | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| Income taxes from continuing operations | | | [removed: (699)] [added: (25)] | | | | | | [removed: (3,026)] [added: (699)] | | | | | | | | | | | | [removed: 77 %] [added: 96 %] | | | | | | | | | | | |

| Net income (loss) from continuing operations | | | [removed: (2,442)] [added: 2,536] | | | | | | [removed: 10,897] [added: (2,442)] | | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| [removed: Income (loss)] [added: Loss] from discontinued operations, net of income tax benefit [removed: (expense)] of [removed: $10] [added: $9] and [removed: ($39),] [added: $10,] respectively | | | [removed: (32)] [added: (29)] | | | | | | [removed: 687] [added: (32)] | | | | | | | | | | | | [removed: nm] [added: 9 %] | | | | | | | | | | | |

| Net income (loss) | | | [removed: (2,474)] [added: 2,507] | | | | | | [removed: 11,584] [added: (2,474)] | | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| [removed: Less:] Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests | | | [removed: (390)] [added: (512)] | | | | | | [removed: (472)] [added: (390)] | | | | | | | | | | | | [removed: 17 %] [added: (31) %] | | | | | | | | | | | |

| [removed: Less:] Net income from [removed: discontinued] [added: continuing] operations attributable to noncontrolling interests | | | [removed: —] | | | [removed: | | | (58) | | | | | | | | |] [added: $] | [added: (512)] | | [removed: 100 %] | | | [added: $] | [added: (390)] | | | | | [added: (31)%] | | |

| Net income (loss) attributable to Disney | | | $ | [removed: (2,864)] [added: 1,995] | | | | | $ | [removed: 11,054] [added: (2,864)] | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| Continuing operations | | | $ | [removed: (1.57)] [added: 1.11] | | | | | $ | [removed: 6.26] [added: (1.57)] | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| Discontinued operations | | | (0.02) | | | | | | [removed: 0.38] [added: (0.02)] | | | | | | | | | | | | [removed: nm] [added: — %] | | | | | | | | | | | |

| Continuing operations | | | $ | [removed: (1.57)] [added: 1.11] | | | | | $ | [removed: 6.30] [added: (1.57)] | | | | | | | | | | | [removed: nm] [added: nm] | | | | | | | | | | | |

| Diluted | | | [removed: 1,808] [added: 1,828] | | | | | | [removed: 1,666] [added: 1,808] | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 1,808] [added: 1,816] | | | | | | [removed: 1,656] [added: 1,808] | | | | | | | | | | | | | | | | | | | | | | | |

In Item 7, we discuss fiscal [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] results and comparisons of fiscal [removed: 2020] [added: 2021] results to fiscal [removed: 2019] [added: 2020] results.

Discussions of fiscal [removed: 2018] [added: 2019] results and comparisons of fiscal [removed: 2019] [added: 2020] results to fiscal [removed: 2018] [added: 2019] results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [added: the update to] Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended [removed: September 28, 2019.][added: October 3, 2020 as reported in [E](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm)[x](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm)[hibit 99.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm)[to the](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm) [Current Report on form 8-K of the Company](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm) [filed](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm)[April 1, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000074/dis-20210401_d2.htm).]

[removed: During fiscal 2020 and continuing into fiscal 2021,] [added: Since early 2020,] the world has been, and continues to be, impacted by [removed: COVID-19.][added: COVID-19 and its variants.]

COVID-19 and measures to prevent its spread [added: has] impacted our segments in a number of ways, most significantly at [removed: Parks, Experiences and Products] [added: the DPEP segment] where our theme parks [added: and resorts] were closed [removed: or operating at significantly reduced capacity for a significant portion of the year,] [added: and] cruise ship sailings and guided tours were [removed: suspended since late in the second quarter and retail stores were closed for a significant portion of the year.][added: suspended.]

[removed: Our Studio Entertainment segment has] [added: We have] delayed, or in some cases, shortened or [removed: cancelled,] [added: cancelled] theatrical releases, and stage play performances [removed: have been] [added: were] suspended [removed: since late in the second quarter.][added: as of March 2020.]

[removed: Since March 2020, we have] [added: We] experienced significant disruptions in the production and availability of content, including the [removed: shift] [added: delay] of key live sports programming [removed: from our third quarter to the fourth quarter] [added: during fiscal 2020] and [removed: into] fiscal 2021, as well as the suspension of [removed: production of] most film and television [removed: content since late in the second quarter, although some film and television] production [removed: resumed] in [removed: the fourth quarter.][added: March 2020.]

We [removed: have] significantly increased cash balances through the issuance of senior notes in March and May [removed: 2020, and we entered into an additional $5.0 billion credit facility in April] 2020.

The Company [removed: (or our Board of Directors, as applicable)] did not [removed: declare] [added: pay] a dividend with respect to fiscal 2020 [added: operations and has not declared or paid a dividend with respect to fiscal 2021] operations; suspended certain capital projects; reduced certain discretionary expenditures (such as spending on marketing); reduced management compensation for several months [added: in fiscal 2020] and temporarily eliminated Board of Director retainers and committee [removed: fees.][added: fees in fiscal 2020.]

In addition, we furloughed over 120,000 of our employees (who continued to receive Company provided medical benefits), [removed: many] [added: most] of which have returned from furlough as [removed: certain business] operations have reopened.

We may take additional mitigation actions in the future such as raising additional financing; not declaring future dividends; reducing, or not making, certain payments, such as some contributions to our pension and postretirement medical plans; further suspending capital spending, reducing film and television content investments; or implementing additional furloughs or reductions in [removed: force.][added: force; or modifying our operating strategies.]

The most significant impact [removed: of COVID-19] on [added: operating income since the second quarter of] fiscal 2020 [removed: operating results] [added: from COVID-19] was [removed: an estimated detriment of approximately $6.9 billion on operating income] at [removed: our Parks, Experiences and Products] [added: the DPEP] segment due to revenue lost as a result of [removed: the] closures [removed: or] [added: and/or] reduced operating capacities.

[removed: At Studio Entertainment, lower revenues due to] [added: Our other film and television distribution businesses were impacted by revenue lost from] the deferral or cancellation of significant film [removed: releases as a result of theater closures were] [added: releases,] partially offset by [removed: lower] [added: costs avoided due to a reduction in film cost] amortization, marketing and distribution costs.

The impact [removed: in] [added: of COVID-19 on] fiscal [added: 2021 and] 2020 [added: results] is not necessarily indicative of the impact on future period [removed: results, including the impact of sports programming cost deferrals.][added: results.]

| | | | $ | 1.09 | | | | | $ | (1.58) | | | | | | | | | | | nm | | | | | | | | | | | |

| | | | $ | 1.10 | | | | | $ | (1.58) | | | | | | | | | | | nm | | | | | | | | | | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

These operations resumed, generally at reduced capacity, at various points since May 2020.

Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021.

Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19 restrictions.

Although film and television production generally resumed beginning in the fourth quarter of fiscal 2020, we continue to see disruption of production activities depending on local circumstances.

Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.

At the end of fiscal 2020, the Company announced a workforce reduction plan, which was essentially completed in the first half of fiscal 2021.

Although results improved in the second half of fiscal 2021 compared to the second half of fiscal 2020 from reopening our DPEP businesses, we continue to be impacted by reduced operating capacities.

COVID-19 also had a negative impact in fiscal 2021 at our DMED segment compared to fiscal 2020 as higher advertising revenue from the return of live sporting events was more than offset by higher sports programming costs.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

The Company has significantly increased its focus on distribution of branded film and episodic content via our own DTC streaming services.

These increases were partially offset by lower net investment gains and a decrease in segment operating income at DMED.

Service revenues for fiscal 2021 increased 4%, or $2.5 billion, to $61.8 billion, due to higher DTC subscription revenue, advertising revenue growth and, to a lesser extent, increased merchandise licensing revenue.

These increases were partially offset by a decrease in TV/SVOD distribution revenue, lower theatrical revenues, a decrease in revenue at our parks and experiences businesses and, to a lesser extent, lower electronic home entertainment sales, all of which reflected the impact of COVID-19.

The decrease at parks and experiences was due to lower volumes from closure/generally reduced operating capacities, partially offset by an increase in average guest spending.

The decrease in TV/SVOD distribution revenue also reflected the shift from licensing our content to third parties to distributing it on our DTC streaming services.

Product revenues for fiscal 2021 decreased 8%, or $0.5 billion, to $5.7 billion, due to lower home entertainment volumes and a decrease in merchandise, food and beverage sales at parks and experiences as lower volumes were partially offset by an increase in average guest spending.

Cost of services for fiscal 2021 increased 4%, or $1.7 billion, to $41.1 billion, due to higher programming, production and technology costs at Disney+ and Hulu and higher sports programming costs.

The increase in sports programming costs was due to NBA, cricket, college football and soccer events, many of which shifted from fiscal 2020 to fiscal 2021 due to COVID-19.

These increases were partially offset by a decrease in film and television production cost amortization and distribution costs at

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

Content Sales/Licensing reflecting lower revenues and, to a lesser extent, lower volumes at our parks and experiences businesses.

Cost of products for fiscal 2021 decreased 11%, or $0.5 billion, to $4.0 billion, due to lower merchandise, food and beverage sales at our theme parks and resorts and a decrease in home entertainment volumes.

Restructuring and impairment charges in fiscal 2021 were $0.7 billion due to $0.4 billion of asset impairments and severance costs related to the shut-down of an animation studio and the closure of a substantial number of Disney-branded retail stores in North America and Europe and $0.3 billion of severance and other costs in connection with the integration of TFCF and workforce reductions at DPEP.

| fuboTV gain | | | | | | $ | 186 | | | | | $ | — | | | | | nm | | |

| German FTA gain | | | | | | 126 | | | | | | — | | | | | | nm | | |

| Endemol Shine gain | | | | | | — | | | | | | 65 | | | | | | — % | | |

In fiscal 2020, the Company recognized a $973 million DraftKings gain and a $65 million gain on the sale of our 50% interest in Endemol Shine Group (Endemol Shine gain).

Equity in the income of investees increased $110 million to $761 million in the current year due to higher income from A+E Television Networks and Tata Sky Limited and lower investment impairments.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| | | | 2021 | | | | | | 2020 | | | | | | | | | | | |

| Income tax expense on continuing operations | | | 25 | | | | | | 699 | | | | | | | | | | | |

The effective income tax rate in the current year was lower than the U.S. statutory rate due to favorable adjustments related to prior years and excess tax benefits on employee share-based awards, partially offset by an unfavorable impact from foreign losses for which we are unable to recognize a tax benefit.

- TFCF and Hulu acquisition amortization of $2,418 million

- The fuboTV gain of $186 million, German FTA gain of $126 million and DraftKings loss of $111 million

- TFCF and Hulu acquisition amortization of $2,846 million

| TFCF and Hulu acquisition amortization(3) | | | $ | (2,418) | | | | | $ | 562 | | | | | $ | (1,856) | | | | | $ | (1.00) | |

| fuboTV and German FTA gains, partially offset by DraftKings loss | | | 201 | | | | | | (46) | | | | | | 155 | | | | | | 0.08 | | |

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| | | | $ | (1.58) | | | | | $ | 6.64 | | | | | | | | | | | nm | | | | | | | | | | | |

| | | | $ | (1.58) | | | | | $ | 6.68 | | | | | | | | | | | nm | | | | | | | | | | | |

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

- Contractual Obligations, Commitments and Off Balance Sheet Arrangements

*Strategic Reorganization*

In October 2020, the Company announced a strategic reorganization of our media and entertainment businesses to accelerate the growth of our DTC strategy.

The operations of the Media Networks, Studio Entertainment and DTCI segments were reorganized into four groups: three content groups (Studios, General Entertainment and Sports), which are focused on developing and producing content that will be used across all of our traditional and DTC platforms and a distribution group, which is focused on distribution and commercialization activities across these platforms and which has full accountability for media and entertainment operating results globally.

We also had an adverse impact on our merchandise licensing business.

We also had adverse impacts on advertising sales at Media Networks and Direct-to-Consumer & International.

At the end of September, the Company announced a workforce reduction plan that would primarily impact Parks, Experiences and Products.

Overall, approximately 32,000 employees will be terminated in the first half of fiscal 2021.

The impacts at the Media Networks, Direct-to-Consumer & International and Studio Entertainment segments were less significant.

Media Networks had a modest benefit reflecting the deferral of sports programming costs to fiscal 2021, when we expect rescheduled events to occur, partially offset by lower advertising revenue.

At Direct-to-Consumer & International, lower advertising revenue was partially offset by lower costs including the deferral of sports programming costs into fiscal 2021.

In total, we estimate the net adverse impact of COVID-19 on our full year segment operating income across all of our businesses was approximately $7.4 billion, inclusive of the impact at Parks, Experiences and Products.

The estimated impact is net of approximately $500 million in government credits, from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in the U.S. and a similar program in France, both primarily at our Parks, Experiences and Products segment.

While we cannot be certain as to the duration of the impacts of COVID-19, we currently expect COVID-19 to adversely impact our financial results at least through fiscal 2021.

Some of our businesses have reopened with limited operations.

In November 2019, the Company launched Disney+, a subscription based DTC streaming service with Disney, Pixar, Marvel, Star Wars and National Geographic branded programming in the U.S. and four other countries and has expanded to select Western European countries in the Spring of 2020.

In April 2020, our Hotstar service in India was converted to Disney+Hotstar, and in June 2020, current subscribers of the Disney Deluxe service in Japan were converted to Disney+.

In September 2020, Disney+ was launched in additional European countries and Disney+ Hotstar was launched in Indonesia.

In November 2020, Disney+ was launched in Latin America.

Additional launches are planned for various Asia-Pacific territories in calendar year 2021.

The Company also plans to launch a general entertainment DTC video streaming offering under the Star brand outside the U.S. in calendar year 2021.

Fiscal 2019 includes the consolidated results of TFCF and Hulu for the period March 20, 2019 through September 28, 2019, whereas the fiscal 2020 results include the consolidated results of TFCF and Hulu for the full year.

We refer to the impact of the approximately six month non-comparable period as “the consolidation of TFCF and Hulu”.

These decreases were partially offset by an investment gain in the current year and the comparison to investment impairments and a charge for the extinguishment of debt recorded in the prior year.

The decrease in segment operating income was due to lower results at Parks, Experiences and Products and higher losses at Direct-to-Consumer & International, partially offset by an increase at our Media Networks segment.

Segment operating results for the current period include a $0.5 billion net benefit from the consolidation of TFCF and Hulu.

Service revenues for fiscal 2020 decreased 2%, or $1.3 billion, to $59.3 billion, driven by lower volumes at our theme parks, resorts and cruise line, a decrease in theatrical distribution and stage play revenues, lower advertising revenue and a decrease in sales of our television and film programs to third parties.

These decreases were partially offset by the consolidation of TFCF and Hulu and an increase in subscription revenue from Disney+/Disney+Hotstar and Hulu.

Theme park, resort, cruise line, theatrical distribution, stage play and advertising revenue were adversely impacted by COVID-19.

Product revenues for fiscal 2020 decreased 32%, or $2.9 billion, to $6.1 billion, due to lower volumes at our theme parks and resorts, which were impacted by being closed or operating at reduced capacity for a significant part of the year as a result of COVID-19.

Cost of services for fiscal 2020 increased 8%, or $2.9 billion, to $39.4 billion, due to the consolidation of TFCF and Hulu and an increase in programming and production costs, partially offset by lower theatrical and TV/SVOD production cost amortization and distribution costs and decreased volumes at our theme parks, resorts and cruise line.

Cost of products for fiscal 2020 decreased 20%, or $1.1 billion, to $4.5 billion, due to lower volumes at our theme parks and resorts.

The decrease in marketing costs reflected lower spending at the theatrical distribution and theme parks and resorts businesses, partially offset by increased spend for Disney+.

Restructuring costs were primarily for severance costs and contract termination charges in connection with the acquisition and integration of TFCF and severance in connection with the reduction-in-force at our Parks, Experiences and Products segment.

Restructuring and impairment charges of $1.2 billion in fiscal 2019 were primarily for severance and equity-based compensation costs in connection with the acquisition and integration of TFCF.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

VAR on a combined basis increased to [removed: $323] [added: $364] million at October [removed: 3, 2020] [added: 2, 2021] from [removed: $322] [added: $323] million at [removed: September 28, 2019.][added: October 3, 2020.]

| Fiscal [removed: 2020] [added: 2021] | | | | | | Interest Rate Sensitive Financial Instruments | | | | | | Currency Sensitive Financial Instruments | | | | | | Equity Sensitive Financial Instruments | | | | | | Commodity Sensitive Financial Instruments | | | | | | Combined Portfolio | | |

| Year end fiscal 2020 VAR | | | | | | [removed: $ |] 304 | | | | | [removed: $] | 29 | | | | | [removed: $] | 81 | | | | | [removed: $] | 1 | | | | | [removed: $] | 323 | | [added: |]

| Year end fiscal [removed: 2019] [added: 2021] VAR | | | | | | [removed: 317] [added: $] | [added: 357] | | | | | [removed: 28] [added: $] | [added: 44] | | | | | [removed: 1] [added: $] | [added: 37] | | | | | [removed: 2] [added: $] | [added: 1] | | | | | [removed: 322] [added: $] | [added: 364] | |

The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of October [removed: 3, 2020] [added: 2, 2021] and accordingly has been excluded from the above table.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| Average VAR | | | | | | 342 | | | | | | 34 | | | | | | 48 | | | | | | 1 | | | | | | 345 | | |

| Highest VAR | | | | | | 380 | | | | | | 44 | | | | | | 65 | | | | | | 1 | | | | | | 372 | | |

| Lowest VAR | | | | | | 290 | | | | | | 23 | | | | | | 37 | | | | | | 1 | | | | | | 296 | | |

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

| Average VAR | | | | | | 439 | | | | | | 37 | | | | | | 32 | | | | | | 3 | | | | | | 448 | | |

| Highest VAR | | | | | | 718 | | | | | | 57 | | | | | | 81 | | | | | | 5 | | | | | | 742 | | |

| Lowest VAR | | | | | | 221 | | | | | | 19 | | | | | | 1 | | | | | | 1 | | | | | | 223 | | |

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in [removed: the following business] [added: two] segments: [added: Disney] Media [removed: Networks;] [added: and Entertainment Distribution (DMED) and Disney] Parks, Experiences and [removed: Products; Studio Entertainment; and Direct-to-Consumer & International (DTCI).][added: Products (DPEP).]

[removed: During fiscal 2020 and continuing into fiscal 2021,] [added: Since early 2020,] the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) [removed: pandemic.][added: and its variants.]

COVID-19 and measures to prevent its spread [added: has] impacted our segments in a number of ways, most significantly at [removed: Parks, Experiences and Products] [added: the DPEP segment] where our theme parks [added: and resorts] were closed [removed: or operating at significantly reduced capacity for a significant portion of the year,] [added: and] cruise ship sailings and guided tours were [removed: suspended since late in the second quarter and retail stores were closed for a significant portion of the year.][added: suspended.]

[removed: Our Studio Entertainment segment has] [added: We have] delayed, or in some cases, shortened or [removed: cancelled,] [added: cancelled] theatrical releases, and stage play performances [removed: have been] [added: were] suspended [removed: since late in the second quarter.][added: as of March 2020.]

[removed: We also had adverse impacts on] [added: - Advertising - Sales of] advertising [removed: sales] [added: time/space] at [removed: Media] [added: Linear] Networks and Direct-to-Consumer [removed: & International.]

[removed: Since March 2020, we have] [added: We] experienced significant disruptions in the production and availability of content, including the [removed: shift] [added: delay] of key live sports programming [removed: from our third quarter to the fourth quarter] [added: during fiscal 2020] and [removed: into] fiscal [removed: 2021] [added: 2021,] as well as the suspension of [removed: production of] most film and television [removed: content since late in the second quarter, although some film and television] production [removed: resumed] in [removed: the fourth quarter.][added: March 2020.]

The impact of these disruptions and the extent of their adverse impact on our financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severity of the impacts of [removed: COVID-19,] [added: COVID-19] and [added: its variants, and] among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

[removed: As some of our businesses have reopened, we] [added: We] have incurred [added: and will continue to incur] additional costs to address government regulations and the safety of our employees, [removed: talent] [added: guests] and [removed: guests.][added: talent.]

The Company employed approximately [removed: 203,000] [added: 190,000] people as of October [removed: 3, 2020.][added: 2, 2021.]

Our global workforce is comprised of approximately 80% full time and [removed: 20%] [added: 15%] part time employees, with [removed: nearly 1% of the part time population] [added: another 5%] being seasonal employees.

[added: - Diversity, Equity, and Inclusion (DE&I):] Our [removed: D&I] [added: DE&I] objectives are to build teams that reflect the life experiences of our audiences, while employing and supporting a diverse array of voices in our creative and production [removed: content.][added: teams.]

◦Created a pipeline of next-generation creative executives from underrepresented backgrounds through programs such as the Executive Incubator, Creative Talent Development and [removed: Inclusion (CTDI),] [added: Inclusion,] and the Disney Launchpad: Shorts Incubator

◦Hosted a series of [removed: culture-changing, innovation and] [added: innovative] learning opportunities to spark dialogue among employees, leaders, Disney talent and external experts

◦Sponsored over [removed: 70] [added: 75] employee-led Business Employee Resource Groups (BERGs) that represent and support the diverse communities that make up our workforce.

[added: - Health, wellness, family resources, and other benefits:] Disney’s benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and [removed: geographies.][added: geographies while helping our employees care for themselves and their families.]

◦Healthcare options [removed: for employees in Florida and Southern California,] aimed at [added: improving quality of care while] reducing out-of-pocket costs

[removed: ◦Coverage of] [added: ◦Covered] all COVID-19 testing and treatment under all Company medical plans at no cost to the employees and dependents

[removed: -] [added: |] Disney [removed: Aspire.][added: XD | | | 56 | | |]

[added: - Disney Aspire:] We support the long-term career aspirations of our hourly employees [added: and further our commitment to strengthening the communities in which we work] through [added: our] education [removed: and personal development.][added: investment program, Disney Aspire.]

[removed: ◦Access] [added: ◦Provide access] to a wide variety of degree, certificate, high school completion, college start, language learning and [added: skilled] trades programs

[removed: ◦Chosen] [added: ◦Enable employees to choose the field they’re most passionate about -] fields of study do not have to be related to an employee’s current position, [removed: and employees] [added: nor] do [removed: not] [added: they] have to stay at the Company upon completion of their studies

[added: - Talent Development:] We prioritize and invest in creating opportunities to help employees grow and build their [removed: careers,] [added: careers] through a multitude of training and development programs.

[removed: *Direct-to-Consumer*][added: - Direct-to-Consumer]

[removed: In November 2019, the Company] [added: Disney+] launched [removed: Disney+, a subscription-based DTC video streaming service with Disney, Pixar, Marvel, Star Wars and National Geographic branded content] in [added: November 2019 in] the U.S. and four other countries and [removed: has expanded to select] [added: launched in other] Western European countries in the Spring of 2020.

In [removed: April, our] [added: April 2020, paid subscribers of the] Hotstar [added: streaming] service in India [removed: was] [added: were] converted to [removed: Disney+Hotstar,] [added: Disney+ Hotstar subscribers,] and in June 2020, current subscribers of the Disney Deluxe service in Japan were converted to [removed: Disney+.][added: Disney+ subscribers.]

In September 2020, Disney+ was launched in additional European countries and [removed: Disney+Hotstar] [added: Disney+ Hotstar] was launched in Indonesia.

Additional launches are planned for various [removed: Asia-Pacific] [added: Asia Pacific] territories [removed: in] [added: by the end of] calendar 2021.

[removed: -] [added: ◦Domestic Channels: ABC Television Network (ABC) and eight owned ABC television stations (Broadcasting), and] Disney, ESPN, Freeform, FX and National Geographic branded domestic [removed: cable] [added: television] networks [added: (Cable)]

[removed: - A 50% equity investment in A+E Television Networks (A+E)][added: *Equity Investment*]

- Affiliate fees - Fees charged [added: by our Linear Networks] to multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital over-the-top [removed: (OTT)] (e.g. [removed: Hulu,] YouTube TV) service providers) (MVPDs) and [removed: to] television stations affiliated with [removed: the] ABC [removed: Network] for the right to deliver our programming to their customers

- Operating expenses [removed: consisting] [added: consist] primarily of programming and production costs, [removed: participations and residuals expense,] technical support costs, operating [removed: labor and] [added: labor,] distribution costs [added: and costs of sales.]

The majority of [removed: the domestic cable networks’] [added: Linear Networks] revenue is derived from affiliate fees and advertising sales.

Generally, the Company’s [removed: cable] networks provide programming under multi-year licensing agreements with MVPDs that include contractually specified rates on a per subscriber basis.

The amounts that we can charge to MVPDs for our [removed: cable network programming] [added: networks] is largely dependent on the quality and quantity of programming that we can provide and the competitive market for programming services.

The [removed: Company’s significant domestic cable channels and the] number of [added: domestic] subscribers (in millions) [added: for the Company’s significant cable channels] as estimated by Nielsen Media Research(1) as of September [removed: 2020] [added: 2021] (except where noted) are as follows:

| | | | [removed: Estimated Subscribers(2)] [added: Subscribers(2)] | | |

| Disney Channel | | | [removed: 85] [added: 76] | | |

| Disney Junior | | | [removed: 66] [added: 57] | | |

| Disney XD | | | [removed: 66] [added: 83] | | |

| ESPN | | | [removed: 84] [added: 76] | | |

These operations resumed, generally at reduced capacity, at various points since May 2020.

Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021.

Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19 restrictions.

Although film and television production generally resumed beginning in the fourth quarter of fiscal 2020, we continue to see disruption of production activities depending on local circumstances.

Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.

◦Announced the Company’s Reimagine Tomorrow endeavor, which builds on Disney’s longstanding commitment to diversity, equity and inclusion.

Launched the Reimagine Tomorrow digital destination, Disney’s first large-scale platform for amplifying underrepresented voices

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

◦Added an Inclusion Key to the core set of values to serve as a catalyst for culture change and strengthen DPEP’s traditional Four Keys, Safety, Courtesy, Show and Efficiency

◦Reimagined The Disney Look appearance guidelines to cultivate a more inclusive environment that encourages and celebrates authentic expressions of belonging among employees

We provide:

◦Two Centers for Living Well that offer convenient, on-demand access to board-certified physicians and counselors

- Continued response to COVID-19: Our deliberate, phased, and multi-layered approach to respond to COVID-19 continued, and Disney was one of the first companies outside of the healthcare industry to institute a vaccination mandate for its employees, announced in July 2021.

We:

◦Provided the ability for our employees to get vaccinated by offering on-site distribution in California, Florida, and Connecticut.

Our Florida distribution center distributed approximately 1,000 doses weekly

◦Introduced a process for those with medical or religious accommodation needs

◦Partnered with TrustAssureTM to help verify employee vaccination status

◦Provided employees with 24/7 access to a variety of educational resources about the pandemic, including ways to help stop the spread of the virus and to learn more about vaccination options.

Due to increasing demand, a number of these resources were available to the public through a partnership with the Health Alliance, so employees could share them with friends and family

The program helps our employees achieve their goals professionally - whether at Disney or beyond - by equipping them with the skills they need to succeed in the rapidly changing 21st century career landscape.

More than 12,000 employees are currently enrolled in Disney Aspire, and more than half of our program graduates have earned an Associate, Bachelor or Master’s degree.

Through Disney Aspire, we:

◦Pay 100% of tuition costs upfront at a variety of in-network learning providers and universities and reimburse employees for applicable books and fees

◦Offer employees flexibility to explore growth opportunities both internally and externally

◦Offer exclusive access to the Disney Aspire Alumni Association, a support and networking group that connects graduates with leaders in their field of interest

- Social Responsibility and Community: The Walt Disney Company’s longstanding commitment to Corporate Social Responsibility (CSR) helps differentiate the Company as an employer that supports talent acquisition and retention.

This year, we refreshed our CSR strategy to connect it more closely with the Company’s mission and environmental and social issues relevant to our business and employees.

Our CSR priorities include diversity, equity, and inclusion; environmental stewardship and conservation; human capital management; operating responsibly; and giving back to our communities with a special focus on supporting children and families.

The refreshed strategy provides employees

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

with a path to embedding these CSR priorities into our offerings and operations in addition to our philanthropy.

For example, employees on our creative teams are embracing inclusive storytelling while employees in our operational areas are embracing sustainable design.

The Company also supports employees who give back to our communities with a generous matching gifts program and a unique employee volunteering program, Disney VoluntEARS, which rewards volunteer hours with the opportunity to direct not-for-profit donations by the Company.

*Environmental and Sustainability*

The Company has developed measurable environmental and sustainability goals for 2030, grounded in science and an assessment of where the Company’s operations have the most significant impact on the environment, as well as the areas where it can most effectively mitigate that impact.

These include goals to reach net zero Scope 1 and 2 greenhouse gas emissions for our direct operations and zero waste to landfill at our wholly owned and operated parks and resorts by 2030.

DISNEY MEDIA AND ENTERTAINMENT DISTRIBUTION

The DMED segment encompasses the Company’s global film and episodic television content production and distribution activities.

Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing and content is generally created by three production/content licensing groups: Studios, General Entertainment and Sports.

In October 2020, the Company announced a strategic reorganization of our media and entertainment businesses to accelerate the growth of our direct-to-consumer (DTC) strategy.

The operations of the Media Networks, Studio Entertainment and DTCI segments were reorganized into four groups: three content groups (Studios, General Entertainment and Sports), which are focused on developing and producing content that will be used across all of our traditional and DTC platforms and a distribution group, which is focused on distribution and commercialization activities across these platforms and which has full accountability for media and entertainment operating results globally.

We also had an adverse impact on our merchandise licensing business.

The reopening or closure of our businesses is dependent on applicable government requirements, which vary by location, are subject to ongoing changes, which could result from increasing COVID-19 cases.

Of the total population as of October 3, 2020, approximately 155,000 of our employees worked in the Parks, Experiences and Products segment.

- Diversity and inclusion (D&I).

◦Established six pillars that serve as the foundation for our D&I commitments – transparency, accountability, representation, content, community, and culture

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

- Health, wellness and family resources.

Because we want our employees and their families to thrive, this year, we enhanced the ways we help our employees care for themselves and their families, especially in response to COVID-19

We pay tuition costs at a network of schools and aim to help our hourly employees put their career goals within reach by equipping them with degree programs, coaching and job skills designed for a rapidly changing workplace and workforce

◦Investment of $150 million in Aspire’s first five years to cover 100% of tuition, books and education fees

- Talent Development.

- Community & Social Impact.

We are committed to providing comfort to those in need and inspiration and opportunity to those who want to improve their world.

One primary way we do this is through our unique employee volunteer program - Disney VoluntEARS.

Throughout the year, employees make a positive impact in their local communities and have found a multitude of special ways to continue volunteering during the pandemic

Due to the current climate, including COVID-19 impacts, and changing environment in which we are operating, the Company has generated efficiencies in its staffing, including limiting hiring to critical business roles, furloughs and reductions-in-force.

As part of these actions, the employment of approximately 32,000 employees primarily at Parks, Experiences and Products will terminate in the first half of fiscal 2021.

Additionally, as of October 3, 2020, approximately 37,000 employees who are not scheduled for employment termination were on furlough as a result of COVID-19’s impact on our businesses.

In November 2020, Disney+ was launched in Latin America.

The Company also plans to launch a general entertainment DTC video streaming offering under the Star brand outside the U.S. in calendar year 2021.

*TFCF Acquisition*

On March 20, 2019, the Company acquired the outstanding capital stock of Twenty-First Century Fox, Inc., a diversified global media and entertainment company, which was subsequently renamed TFCF Corporation (TFCF).

As a result of the

acquisition, the Company’s ownership interest in Hulu, LLC (Hulu), a general entertainment DTC video streaming service, increased to 60% (67% as of October 3, 2020), and the Company started consolidating the results of Hulu as of the acquisition date.

See Note 4 of the Consolidated Financial Statements for additional information on the TFCF and Hulu transactions.

MEDIA NETWORKS

Significant operations:

- ABC branded broadcast television network and eight owned domestic television stations

- Television production and distribution

Significant revenues:

- Advertising - Sales of advertising time/space on our domestic networks and related platforms (“ratings-based ad sales”, which excludes advertising on digital platforms that is not ratings-based), and the sale of advertising time on our domestic television stations.

Ratings-based ad sales are generally determined using viewership measured with Nielsen ratings.

Non-ratings-based advertising on digital platforms is reported by DTCI

- TV/SVOD distribution - Licensing fees and other revenues from the right to use our television programs and productions and revenue from content transactions with other Company segments (“program sales”)

Significant expenses:

- Selling, general and administrative costs

- Depreciation and amortization

Domestic Cable Networks

For the fiscal year ended October [removed: 3, 2020][added: 2, 2021]

[removed: ][added: ]

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 [removed: $174.0] [added: $343.0] billion.

There were [removed: 1,810,485,037] [added: 1,817,655,948] shares of common stock outstanding as of November [removed: 18, 2020.][added: 17, 2021.]

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the [removed: 2021] [added: 2022] annual meeting of the Company’s shareholders.

| ITEM 1. | | | [removed: [Business](#i6261866521954ef19f64de03269f40a7_13)] [added: [Business](#i38ede6ac0fed40ab821ebfc9f1f7e403_13)] | | | [removed: [1](#i6261866521954ef19f64de03269f40a7_10)] [added: [1](#i38ede6ac0fed40ab821ebfc9f1f7e403_10)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i6261866521954ef19f64de03269f40a7_37)] [added: Factors](#i38ede6ac0fed40ab821ebfc9f1f7e403_37)] | | | [removed: [20](#i6261866521954ef19f64de03269f40a7_37)] [added: [18](#i38ede6ac0fed40ab821ebfc9f1f7e403_37)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i6261866521954ef19f64de03269f40a7_40)] [added: Comments](#i38ede6ac0fed40ab821ebfc9f1f7e403_40)] | | | [removed: [29](#i6261866521954ef19f64de03269f40a7_40)] [added: [27](#i38ede6ac0fed40ab821ebfc9f1f7e403_40)] | | |

| ITEM 2. | | | [removed: [Properties](#i6261866521954ef19f64de03269f40a7_43)] [added: [Properties](#i38ede6ac0fed40ab821ebfc9f1f7e403_43)] | | | [removed: [29](#i6261866521954ef19f64de03269f40a7_43)] [added: [27](#i38ede6ac0fed40ab821ebfc9f1f7e403_43)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i6261866521954ef19f64de03269f40a7_46)] [added: Proceedings](#i38ede6ac0fed40ab821ebfc9f1f7e403_46)] | | | [removed: [30](#i6261866521954ef19f64de03269f40a7_46)] [added: [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_46)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i6261866521954ef19f64de03269f40a7_49)] [added: Disclosures](#i38ede6ac0fed40ab821ebfc9f1f7e403_49)] | | | [removed: [30](#i6261866521954ef19f64de03269f40a7_49)] [added: [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_49)] | | |

| ITEM 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6261866521954ef19f64de03269f40a7_58)] [added: Securities](#i38ede6ac0fed40ab821ebfc9f1f7e403_58)] | | | [removed: [32](#i6261866521954ef19f64de03269f40a7_58)] [added: [30](#i38ede6ac0fed40ab821ebfc9f1f7e403_58)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6261866521954ef19f64de03269f40a7_64)] [added: Operations](#i38ede6ac0fed40ab821ebfc9f1f7e403_64)] | | | [removed: [34](#i6261866521954ef19f64de03269f40a7_64)] [added: [31](#i38ede6ac0fed40ab821ebfc9f1f7e403_64)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6261866521954ef19f64de03269f40a7_133)] [added: Risk](#i38ede6ac0fed40ab821ebfc9f1f7e403_139)] | | | [removed: [61](#i6261866521954ef19f64de03269f40a7_133)] [added: [54](#i38ede6ac0fed40ab821ebfc9f1f7e403_139)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i6261866521954ef19f64de03269f40a7_136)] [added: Data](#i38ede6ac0fed40ab821ebfc9f1f7e403_142)] | | | [removed: [62](#i6261866521954ef19f64de03269f40a7_136)] [added: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_142)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6261866521954ef19f64de03269f40a7_139)] [added: Disclosure](#i38ede6ac0fed40ab821ebfc9f1f7e403_145)] | | | [removed: [62](#i6261866521954ef19f64de03269f40a7_139)] [added: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_145)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i6261866521954ef19f64de03269f40a7_142)] [added: Procedures](#i38ede6ac0fed40ab821ebfc9f1f7e403_148)] | | | [removed: [62](#i6261866521954ef19f64de03269f40a7_142)] [added: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_148)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i6261866521954ef19f64de03269f40a7_145)] [added: Information](#i38ede6ac0fed40ab821ebfc9f1f7e403_151)] | | | [removed: [62](#i6261866521954ef19f64de03269f40a7_145)] [added: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_151)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6261866521954ef19f64de03269f40a7_151)] [added: Governance](#i38ede6ac0fed40ab821ebfc9f1f7e403_157)] | | | [removed: [63](#i6261866521954ef19f64de03269f40a7_151)] [added: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_157)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i6261866521954ef19f64de03269f40a7_154)] [added: Compensation](#i38ede6ac0fed40ab821ebfc9f1f7e403_160)] | | | [removed: [63](#i6261866521954ef19f64de03269f40a7_154)] [added: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_160)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6261866521954ef19f64de03269f40a7_157)] [added: Matters](#i38ede6ac0fed40ab821ebfc9f1f7e403_163)] | | | [removed: [63](#i6261866521954ef19f64de03269f40a7_157)] [added: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_163)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6261866521954ef19f64de03269f40a7_160)] [added: Independence](#i38ede6ac0fed40ab821ebfc9f1f7e403_166)] | | | [removed: [63](#i6261866521954ef19f64de03269f40a7_160)] [added: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_166)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i6261866521954ef19f64de03269f40a7_163)] [added: Services](#i38ede6ac0fed40ab821ebfc9f1f7e403_169)] | | | [removed: [63](#i6261866521954ef19f64de03269f40a7_163)] [added: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_169)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i6261866521954ef19f64de03269f40a7_169)] [added: Schedules](#i38ede6ac0fed40ab821ebfc9f1f7e403_175)] | | | [removed: [64](#i6261866521954ef19f64de03269f40a7_169)] [added: [57](#i38ede6ac0fed40ab821ebfc9f1f7e403_175)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i6261866521954ef19f64de03269f40a7_172)] [added: Summary](#i38ede6ac0fed40ab821ebfc9f1f7e403_178)] | | | [removed: [68](#i6261866521954ef19f64de03269f40a7_172)] [added: [61](#i38ede6ac0fed40ab821ebfc9f1f7e403_178)] | | |

| [Consolidated Financial Information — The Walt Disney [removed: Company](#i6261866521954ef19f64de03269f40a7_178)] [added: Company](#i38ede6ac0fed40ab821ebfc9f1f7e403_184)] | | | | | | [removed: [70](#i6261866521954ef19f64de03269f40a7_178)] [added: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184)] | | |

| [Information About our Executive Officers](#i38ede6ac0fed40ab821ebfc9f1f7e403_52) | | | | | | [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_52) | | |

| [SIGNATURES](#i38ede6ac0fed40ab821ebfc9f1f7e403_181) | | | | | | [62](#i38ede6ac0fed40ab821ebfc9f1f7e403_181) | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| | | | | | | | | |

| [Executive Officers of the Company](#i6261866521954ef19f64de03269f40a7_52) | | | | | | [30](#i6261866521954ef19f64de03269f40a7_52) | | |

| ITEM 6. | | | [Selected Financial Data](#i6261866521954ef19f64de03269f40a7_61) | | | [33](#i6261866521954ef19f64de03269f40a7_61) | | |

| [SIGNATURES](#i6261866521954ef19f64de03269f40a7_175) | | | | | | [69](#i6261866521954ef19f64de03269f40a7_175) | | |

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of fiscal [removed: 2020] [added: 2021] and that remain unresolved.

[removed: The Walt Disney World Resort, Disneyland Resort, retail store] [added: Our parks and resorts] locations [removed: leased by the Company] and other properties of the Company and its subsidiaries are described in Item 1 under the caption [removed: *Parks,] [added: *Disney Parks,] Experiences and Products*.

Film and television library properties [added: and television stations owned by the Company] are described in Item 1 under the caption [removed: *Media Networks*] [added: *Disney Media] and [removed: *Studio Entertainment*.][added: Entertainment Distribution*.]

| Location | | | | | | Property / Approximate Size | | | | | | Use | | | | | | Business [removed: Segment(1)] [added: Segment] | | |

| Burbank, CA & surrounding [removed: cities(2)] [added: cities(1)] | | | | | | Land (201 acres) & Buildings (4,695,000 ft2) | | | | | | Owned Office/Production/Warehouse (includes [removed: 239,000] [added: 240,000] ft2 sublet to third-party tenants) | | | | | | [removed: Corp/Studio/Media/ PEP/DTCI] [added: Corporate/DMED/DPEP] | | |

| Burbank, CA & surrounding [removed: cities(2)] [added: cities(1)] | | | | | | Buildings [removed: (1,748,000] [added: (1,806,000] ft2) | | | | | | Leased Office/Warehouse | | | | | | [removed: Corp/Studio/Media/ PEP/DTCI] [added: Corporate/DMED/DPEP] | | |

| Los Angeles, CA | | | | | | Land (22 acres) & Buildings (600,000 ft2) | | | | | | Owned Office/Production/Technical | | | | | | [removed: Media/Studio/DTCI] [added: Corporate/DMED] | | |

| Los Angeles, CA | | | | | | Buildings [removed: (2,724,000] [added: (2,267,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes [removed: 376,000] [added: 118,000] ft2 sublet to third-party tenants) | | | | | | [removed: Media/Studio] [added: Corporate/DMED/DPEP] | | |

| New York, NY | | | | | | Buildings (51,000 ft2) | | | | | | Owned Office/Production/Technical | | | | | | [removed: Media/Corp] [added: Corporate/DMED] | | |

| New York, NY | | | | | | [added: Land (2 acres) &] Buildings (2,716,000 ft2) | | | | | | Leased Office/Production/Theater/Warehouse (includes 676,000 ft2 sublet to third-party tenants) | | | | | | [removed: Corp/Studio/Media/PEP/DTCI] [added: Corporate/DMED/DPEP] | | |

| Bristol, CT | | | | | | Land (117 acres) & Buildings (1,174,000 ft2) | | | | | | Owned Office/Production/Technical | | | | | | [removed: Media/Studio] [added: DMED] | | |

| Bristol, CT | | | | | | Buildings (512,000 ft2) | | | | | | Leased Office/Warehouse/Technical | | | | | | [removed: Media/Studio] [added: DMED] | | |

| Emeryville, CA | | | | | | Land (20 acres) & Buildings (430,000 ft2) | | | | | | Owned Office/Production/Technical | | | | | | [removed: Studio] [added: DMED] | | |

| Emeryville, CA | | | | | | Buildings (80,000 ft2) | | | | | | Leased Office/Storage | | | | | | [removed: Studio/Media] [added: DMED] | | |

| San Francisco, CA | | | | | | Buildings [removed: (646,000] [added: (642,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes [removed: 57,000] [added: 47,000] ft2 sublet to third-party tenants) | | | | | | [removed: Studio/Media/ PEP/DTCI] [added: Corporate/DMED] | | |

| USA & Canada | | | | | | Land and Buildings (Multiple sites and sizes) | | | | | | Owned and Leased Office/ Production/Transmitter/Theaters/Warehouse | | | | | | [removed: Corp/Studio/Media/ PEP/DTCI] [added: Corporate/DMED/DPEP] | | |

| Europe, Asia, Australia & Latin America | | | | | | Buildings (Multiple sites and sizes) | | | | | | Leased Office/Warehouse/Retail/Residential | | | | | | [removed: Studio/Media/ PEP/DTCI] [added: Corporate/DMED/DPEP] | | |

[removed: (2)Surrounding] [added: (1)Surrounding] cities include Glendale, CA, North Hollywood, CA and Sun Valley, CA

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

Television stations owned by the Company are described in Item 1 under the caption *Media Networks*.

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

| | | | | | | | | | | | | | | | | | | | | |

| Hammersmith, England | | | | | | Building (284,000 ft2) | | | | | | Leased Office | | | | | | Corp/Studio/Media/ PEP/DTCI | | |

(1)Corp – Corporate, PEP – Parks, Experiences and Products, DTCI – Direct-To-Consumer & International

[removed: Executive Officers] [added: At October 2, 2021, the executive officers] of the [removed: Company][added: Company were as follows:]

[added: Each of the] executive officers has been employed by the Company in the position or positions indicated in the list and pertinent notes below.

| Robert A. Iger | | | | | | [removed: 69] [added: 70] | | | | | | Executive Chairman(1) | | | | | | 2000 | | |

| Robert A. Chapek | | | | | | [removed: 61] [added: 62] | | | | | | Chief Executive Officer(2) | | | | | | 2020 | | |

| Alan N. Braverman | | | | | | [removed: 72] [added: 73] | | | | | | Senior Executive Vice President, General Counsel and Secretary | | | | | | 2003 | | |

| Christine M. McCarthy | | | | | | [removed: 65] [added: 66] | | | | | | Senior Executive Vice President and Chief Financial Officer(3) | | | | | | 2005 | | |

| [removed: M. Jayne Parker] [added: Paul J. Richardson] | | | | | | [removed: 59] [added: 56] | | | | | | Senior Executive Vice President and Chief Human Resources Officer(4) | | | | | | [removed: 2009] [added: 2021] | | |

| Zenia B. Mucha | | | | | | [removed: 64] [added: 65] | | | | | | Senior Executive Vice President Corporate Communications(5) | | | | | | 2018 | | |

(1)Mr. Iger was appointed Executive Chairman effective February 24, [removed: 2020, he is also Chairman of the Board from March 2012.][added: 2020.]

[removed: (4)Ms. Parker] [added: (4)Mr. Richardson] was appointed Senior Executive Vice President and Chief Human Resources Officer effective [removed: August 20, 2017.][added: July 1, 2021.]

[removed: She] [added: He] was previously [removed: Executive] [added: Senior] Vice President [removed: and Chief] [added: of] Human Resources [removed: Officer] [added: at ESPN] from [removed: 2009.][added: 2007.]

Information About Our Executive Officers

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

He is also Chairman of the Board from March 2012.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

Each of the

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

At October 3, 2020, the executive officers of the Company were as follows:

As of October [removed: 3, 2020,] [added: 2, 2021,] the approximate number of common shareholders of record was [removed: 826,250.][added: 813,000.]

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended October [removed: 3, 2020:][added: 2, 2021:]

[removed: (1)71,174] [added: (1)46,926] shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan (WDIP).

The Company did not pay a dividend with respect to fiscal year 2020 operations and has not declared or paid a dividend with respect to fiscal 2021 operations.

Longer term, we anticipate dividends will remain a part of our capital allocation strategy.

However, for the time being, we don’t anticipate declaring a dividend until we return to a more normalized operating environment.

The Company does not intend to provide statements about its intentions to pay future dividends until such time as a dividend is declared.

| July 4, 2021 – July 31, 2021 | | | | | | 15,923 | | | | | | $ | 180.39 | | | | | — | | | | | | n/a | | |

| August 1, 2021 – August 31, 2021 | | | | | | 15,510 | | | | | | 176.90 | | | | | | — | | | | | | n/a | | |

| September 1, 2021 – October 2, 2021 | | | | | | 15,493 | | | | | | 179.52 | | | | | | — | | | | | | n/a | | |

| Total | | | | | | 46,926 | | | | | | 178.95 | | | | | | — | | | | | | n/a | | |

See Note 12 of the Consolidated Financial Statements for a summary of the Company’s dividends in fiscal 2020 and 2019.

| June 28, 2020 – July 31, 2020 | | | | | | 27,550 | | | | | | $ | 117.57 | | | | | — | | | | | | n/a | | |

| August 1, 2020 – August 31, 2020 | | | | | | 22,011 | | | | | | 128.29 | | | | | | — | | | | | | n/a | | |

| September 1, 2020 – October 3, 2020 | | | | | | 21,613 | | | | | | 131.57 | | | | | | — | | | | | | n/a | | |

| Total | | | | | | 71,174 | | | | | | 125.14 | | | | | | — | | | | | | n/a | | |

During the fiscal quarter ended October 3, 2020, 823,340 shares of common stock were issued in a privately negotiated sale, at a price of $129.5537 per share, which was determined by applying a volume weighed average price over a period of 30 trading days, in satisfaction of contractual obligations of the Company undertaken in a commercial agreement entered into in the ordinary course of business.

The shares issued are subject to restrictions which, among other things, are designed to assure that any resales will occur in reliance on an applicable exemption under the Securities Act.

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

(in millions, except per share data)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020(1) | | | | | | 2019(2) | | | | | | 2018(3) | | | | | | 2017(4) | | | | | | 2016(5) | | |

| Statements of operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 65,388 | | | | | $ | 69,607 | | | | | $ | 59,434 | | | | | $ | 55,137 | | | | | $ | 55,632 | |

| Net income (loss) from continuing operations | | | (2,442) | | | | | | 10,897 | | | | | | 13,066 | | | | | | 9,366 | | | | | | 9,790 | | |

| Net income (loss) from continuing operations attributable to Disney | | | (2,832) | | | | | | 10,425 | | | | | | 12,598 | | | | | | 8,980 | | | | | | 9,391 | | |

| Per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings (loss) attributable to Disney: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing Operations - Diluted | | | $ | (1.57) | | | | | $ | 6.26 | | | | | $ | 8.36 | | | | | $ | 5.69 | | | | | $ | 5.73 | |

| Continuing Operations - Basic | | | (1.57) | | | | | | 6.30 | | | | | | 8.40 | | | | | | 5.73 | | | | | | 5.76 | | |

| Dividends | | | 0.88 | | | | | | 1.76 | | | | | | 1.68 | | | | | | 1.56 | | | | | | 1.42 | | |

| Balance sheets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 201,549 | | | | | $ | 193,984 | | | | | $ | 98,598 | | | | | $ | 95,789 | | | | | $ | 92,033 | |

| Long-term obligations | | | 79,370 | | | | | | 60,852 | | | | | | 24,797 | | | | | | 26,710 | | | | | | 24,189 | | |

| Disney shareholders’ equity | | | 83,583 | | | | | | 88,877 | | | | | | 48,773 | | | | | | 41,315 | | | | | | 43,265 | | |

| Statements of cash flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash provided (used) by - continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating activities | | | $ | 7,616 | | | | | $ | 5,984 | | | | | $ | 14,295 | | | | | $ | 12,343 | | | | | $ | 13,136 | |

| Investing activities | | | (3,850) | | | | | | (15,096) | | | | | | (5,336) | | | | | | (4,111) | | | | | | (5,758) | | |

| Financing activities | | | 8,480 | | | | | | (464) | | | | | | (8,843) | | | | | | (8,959) | | | | | | (7,220) | | |

(1)Fiscal 2020 results include the impact of COVID-19 (estimated at approximately $3.19 per diluted share), goodwill and intangible asset impairments at our International Channels business ($2.53 per diluted share), amortization expense related to recognition of TFCF and Hulu intangible assets and fair value step-up on film and television costs ($1.17 per diluted share), a non-cash gain to adjust our investment in DraftKings, Inc. to fair value (DraftKings gain) ($0.41 per diluted share) and restructuring and impairment charges ($0.33 per diluted share).

At the beginning of fiscal 2020, the Company adopted new lease accounting guidance increasing total assets and liabilities by approximately $3.7 billion.

(2)On March 20, 2019, the Company acquired TFCF for cash and Disney shares (see Note 4 to the Consolidated Financial Statements).

TFCF and Hulu’s financial results have been consolidated since the date of acquisition.

The acquisition had a number of impacts on fiscal 2019 results, the most significant of which were a non-cash gain from remeasuring our initial 30% interest in Hulu to fair value ($2.22 per diluted share), amortization expense related to recognition of TFCF and Hulu intangible assets and fair value step-up on film and television costs ($0.74 per diluted share), restructuring and impairment charges ($0.55 per diluted share), an adverse impact from TFCF and Hulu operating results ($0.27 per diluted share) and a charge for the extinguishment of a portion of the debt originally assumed in the TFCF acquisition ($0.24 per diluted share).

Fiscal 2019 results also reflected equity investment impairments ($0.25 per diluted share).

Cash provided by continuing operating activities reflected payments for tax obligations that arose from the spin-off of Fox Corporation in connection with the TFCF acquisition and the sale of the Regional Sports Networks (RSN) acquired with TFCF ($7.6 billion).

Cash used in continuing investing activities reflected a cash payment of $35.7 billion paid to acquire TFCF, offset by $25.7 billion in cash and cash equivalents assumed in the TFCF acquisition.

(3)Fiscal 2018 results include a net benefit from the Tax Act Deferred Remeasurement, net of the Deemed Repatriation Tax ($1.11 per diluted share) and the Tax Act reduction in the fiscal 2018 U.S. federal statutory income tax rate ($0.75 per diluted share) (see Note 10 to the Consolidated Financial Statements).

In addition, fiscal 2018 included gains on the sales of real estate and property rights ($0.28 per diluted share) and an adverse impact from equity investment impairments ($0.11 per diluted share).

(4)Fiscal 2017 results include a non-cash net gain in connection with the acquisition of a controlling interest in BAMTech ($0.10 per diluted share).

(5)Fiscal 2016 results include the Company’s share of a net gain recognized by A+E in connection with an acquisition of an interest in Vice ($0.13 per diluted share).

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

See Index to Financial Statements and Supplemental Data on page [removed: 70.][added: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184).]

Based on their evaluation as of October [removed: 3, 2020,] [added: 2, 2021,] the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.

Management’s report set forth on page [removed: 71] [added: [64](#i38ede6ac0fed40ab821ebfc9f1f7e403_187)] is incorporated herein by reference.

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended October [removed: 3, 2020] [added: 2, 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

PART III

Not applicable.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

PART III

Information regarding Section 16(a) compliance, the Audit Committee, the Company’s code of ethics, background of the directors and director nominations appearing under the captions [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance,”] [added: Reports,” “The Board of Directors,”] “Committees,” “Governing Documents,” “Director Selection Process” and “Election of Directors” in the Company’s Proxy Statement for the [removed: 2021] [added: 2022] annual meeting of Shareholders is hereby incorporated by reference.

Information appearing under the captions “Director Compensation,” [removed: “Compensation Discussion] and [removed: Analysis” and “Compensation Tables” in the 2021 Proxy Statement] [added: “Executive Compensation”] (other than the “Compensation Committee Report,” which is deemed furnished herein by [removed: reference)] [added: reference, and the “Letter from the Compensation Committee”) in the 2022 Proxy Statement] is hereby incorporated by reference.

Information setting forth the security ownership of certain beneficial owners and management appearing under the caption “Stock Ownership” and information appearing under the caption “Equity Compensation Plans” in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

Information regarding certain related transactions appearing under the captions “Certain Relationships and Related Person Transactions” and information regarding director independence appearing under the caption “Director Independence” in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

Information appearing under the captions “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

See Index to Financial Statements and Supplemental Data on page [removed: 70.][added: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184).]

| [removed: 4.5] [added: 4.4] | | | | | | Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request | | | | | | | | |

| [removed: 4.6] [added: 4.5] | | | | | | Description of Registrant’s Securities | | | | | | [Exhibit 4.6 to the Form 10-K of the Company for the fiscal year ended September 28, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448919000225/fy2019q410kex46.htm) | | |

| [removed: 10.1] [added: 10.7] | | | | | | [added: Amendment to] Amended and Restated [removed: Voting] [added: Employment] Agreement, [removed: dated] [added: Dated] as of [removed: June 20, 2018, among The Walt Disney Company, Murdoch Family Trust,] [added: October 6, 2011, as amended, between the Company] and [removed: Cruden Financial Services LLC] [added: Robert A. Iger, dated November 30, 2018 †] | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed [removed: June 21, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000095015718000744/ex10-1.htm)] [added: December 3, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex101.htm)] | | |

| [removed: 10.2] [added: 10.1] | | | | | | Employment Agreement dated as of February 24, 2020 between the Company and Robert Chapek † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of the Company filed February 25, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit102.htm) | | |

| [removed: 10.3] [added: 10.2] | | | | | | Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Form 10-K of Legacy Disney for the fiscal year ended October 1, 2011](http://www.sec.gov/Archives/edgar/data/1001039/000119312511321340/d232174dex101.htm) | | |

| [removed: 10.4] [added: 10.3] | | | | | | Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed July 1, 2013](http://www.sec.gov/Archives/edgar/data/1001039/000100103913000098/fy2013_q3x8kxex101xigerame.htm) | | |

| [removed: 10.5] [added: 10.4] | | | | | | Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed October 3, 2014](http://www.sec.gov/Archives/edgar/data/1001039/000100103914000215/fy2015_q1x8kxex101xigerext.htm) | | |

| [removed: 10.6] [added: 10.5] | | | | | | Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 23, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000062/fy2017_q2x8kxex101xigerame.htm) | | |

| [removed: 10.7] [added: 10.6] | | | | | | Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 14, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000095015717001598/ex10-2.htm) | | |

| 10.8 | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated [removed: November 30, 2018] [added: March 4, 2019] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed [removed: December 3, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex101.htm)] [added: March 4, 2019](http://www.sec.gov/Archives/edgar/data/1001039/000110465919012269/a19-5790_1ex10d1.htm#Exhibit10_1_124118)] | | |

| 10.9 | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, [removed: 2011,] [added: 2011 and] as [added: previously] amended, between the Company and Robert A. Iger, dated [removed: March 4, 2019] [added: February 24, 2020] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of [removed: Legacy Disney] [added: the Company] filed [removed: March 4, 2019](http://www.sec.gov/Archives/edgar/data/1001039/000110465919012269/a19-5790_1ex10d1.htm#Exhibit10_1_124118)] [added: February 25, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit101.htm)] | | |

| [removed: 10.10] [added: 10.14] | | | | | | Amendment [added: dated October 8, 2019] to [removed: Amended and Restated] [added: the] Employment Agreement, [removed: Dated] [added: dated] as of [removed: October 6, 2011 and] [added: September 27, 2013,] as [removed: previously] amended, between the Company and [removed: Robert A. Iger, dated February 24, 2020] [added: Alan N. Braverman] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed [removed: February 25, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit101.htm)] [added: October 11, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448919000199/fy2020q18kabamendmente.htm)] | | |

| [removed: 10.11] [added: 10.10] | | | | | | Employment Agreement, dated as of September 27, 2013 between the Company and Alan N. Braverman † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed October 2, 2013](http://www.sec.gov/Archives/edgar/data/1001039/000100103913000139/fy2014_q1x8kxex101xbraverm.htm) | | |

| [removed: 10.12] [added: 10.11] | | | | | | Amendment dated February 4, 2015 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed February 5, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000069/braverman_02-03x15xexecuti.htm) | | |

| [removed: 10.13] [added: 10.12] | | | | | | Amendment dated August 15, 2017 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000147/fy2017_q4xex102xbravermana.htm) | | |

| [removed: 10.14] [added: 10.13] | | | | | | Amendment dated December 3, 2018 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 4, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000213/fy2019_q1x8kxbravermanamen.htm) | | |

| [removed: 10.15] [added: 10.18] | | | | | | Amendment dated [removed: October 8, 2019] [added: December 2, 2020] to [removed: the] [added: Amended] Employment [removed: Agreement,] [added: Agreement] dated as of [removed: September 27, 2013, as amended,] [added: July 1, 2015] between the Company and [removed: Alan N. Braverman] [added: Christine M. McCarthy] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed [removed: October 11, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448919000199/fy2020q18kabamendmente.htm)] [added: December 7, 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000223/fy2021q18kextex101.htm)] | | |

| [removed: 10.16] [added: 10.15] | | | | | | Employment Agreement dated August 15, 2017 and effective between the Company and Jayne Parker † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000147/fy2017_q4xex101xparkeragre.htm) | | |

| [removed: 10.17] [added: 10.16] | | | | | | Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed June 30, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000176/employmentagreementchristi.htm) | | |

| [removed: 10.18] [added: 10.17] | | | | | | Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.4 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000147/fy2017_q4xex104xmccarthyam.htm) | | |

| [removed: 10.20] [added: 10.21] | | | | | | Voluntary Non-Qualified Deferred Compensation Plan † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014](http://www.sec.gov/Archives/edgar/data/1001039/000100103914000258/fy2014_8kxexhibit101xnq.htm) | | |

| [removed: 10.21] [added: 10.44] | | | | | | [removed: Description] [added: Form] of [removed: Directors Compensation] [added: Non-Qualified Stock Option Award Agreement †] | | | | | | [Exhibit [removed: 10.2] [added: 10.12] to the Form 10-Q of Legacy Disney for the quarter ended [removed: June 30, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000134/fy2018_q3x10qxex102.htm)] [added: December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1012.htm)] | | |

| [removed: 10.22] [added: 10.23] | | | | | | Form of Indemnification Agreement for certain officers and directors † | | | | | | Annex C to the Proxy Statement for the 1987 annual meeting of DEI | | |

| [removed: 10.23] [added: 10.24] | | | | | | Form of Assignment and Assumption of Indemnification Agreement for certain officers and directors † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended June 29, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448919000167/fy2019q310qex101.htm) | | |

| [removed: 10.24] [added: 10.25] | | | | | | 1995 Stock Option Plan for Non-Employee Directors | | | | | | [Exhibit 20 to the Form S-8 Registration Statement (No. 33-57811) of DEI, dated Feb. 23, 1995](http://www.sec.gov/Archives/edgar/data/29082/0000029082-95-000011.txt) | | |

| [removed: 10.25] [added: 10.26] | | | | | | Amended and Restated 2002 Executive Performance Plan † | | | | | | [Annex A to the Proxy Statement for the 2013 Annual Meeting of the Registrant](http://www.sec.gov/Archives/edgar/data/1001039/000120677413000240/waltdisney_def14a.htm) | | |

| [removed: 10.26] [added: 10.27] | | | | | | Management Incentive Bonus Program † | | | | | | [The portions of the tables labeled “Performance based Bonus” in the sections of the Proxy Statement for the [removed: 2020] [added: 2021] annual meeting titled [removed: “Fiscal 2019 Total Direct Compensation”] [added: “Compensation Program Elements - Objectives] and [added: Key Features” and] “Compensation Process” and the section of the Proxy Statement titled “Performance [removed: Goals”](http://www.sec.gov/Archives/edgar/data/1744489/000104746920000304/a2240291zdef14a.htm)] [added: Goals”](https://www.sec.gov/Archives/edgar/data/1744489/000119312521011571/d52842ddef14a.htm)] | | |

| [removed: 10.27] [added: 10.28] | | | | | | Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan | | | | | | [Annex II to the Proxy Statement for the 2003 annual meeting of Legacy Disney](http://www.sec.gov/Archives/edgar/data/1001039/000095016803000253/ddef14a.htm) | | |

| [removed: 10.28] [added: 10.29] | | | | | | Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 1, 2006](http://www.sec.gov/Archives/edgar/data/1001039/000119312506245425/dex101.htm) | | |

| [removed: 10.29] [added: 10.30] | | | | | | Amended and Restated 2011 Stock Incentive Plan † | | | | | | [Annex B to Proxy Statement of registrant filed January 17, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000104746920000304/a2240291zdef14a.htm#annexB) | | |

| [removed: 10.30] [added: 10.31] | | | | | | Disney Key Employees Retirement Savings Plan † | | | | | | [Exhibit 10.1 to the Form 10-Q of Legacy Disney for the quarter ended July 2, 2011](http://www.sec.gov/Archives/edgar/data/1001039/000119312511216691/dex101.htm) | | |

| [removed: 10.31] [added: 10.32] | | | | | | Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. and Disney Key Employees Retirement Savings Plan † | | | | | | [Exhibit 10.3 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000133/fy2015_q2x10qxex103.htm) | | |

| [removed: 10.32] [added: 10.34] | | | | | | Group Personal Excess Liability Insurance Plan † | | | | | | [Exhibit 10(x) to the Form 10-K of Legacy Disney for the fiscal year ended September 30, 1997](http://www.sec.gov/Archives/edgar/data/1001039/0000898430-97-005380.txt) | | |

| [removed: 10.34] [added: 10.40] | | | | | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | | | | | [Exhibit 10.8 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex108.htm) | | |

| [removed: 10.35] [added: 10.41] | | | | | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | | | | | [Exhibit 10.9 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex109.htm) | | |

| [removed: 10.36] [added: 10.42] | | | | | | Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests/ Section 162(m) Vesting Requirement) † | | | | | | [Exhibit 10.11 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1011.htm) | | |

| [removed: 10.37] [added: 10.43] | | | | | | Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests) † | | | | | | [Exhibit 10.10 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1010.htm) | | |

| [removed: 10.38] [added: 10.35] | | | | | | Form of Non-Qualified Stock Option Award Agreement † | | | | | | [Exhibit [removed: 10.12] [added: 10.2] to the Form 10-Q of [removed: Legacy Disney] [added: the Company] for the quarter ended [removed: December 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1012.htm)] [added: January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex102.htm)] | | |

| [removed: 10.39] [added: 10.45] | | | | | | Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test/Section 162(m) Vesting Requirements) for Robert A. Iger dated as of December 13, 2017 † | | | | | | [Exhibit 10.3 to the Form 10-Q of Legacy Disney for the quarter ended December 30, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000162828018001147/fy2018_q1x10qex103.htm) | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

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[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

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| 10.20 | | | | | | Employment Agreement, dated as of July 1, 2021 between the Company and Paul J. Richardson † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended July 3, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000181/fy2021_q3x10qxex101.htm) | | |

| 10.22 | | | | | | Description of Directors Compensation | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000220/fy2021_q4x10kxex1022.htm) | | |

| 10.33 | | | | | | Second Amendment to the Disney Key Employees Retirement Savings Plan † | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000220/fy2021_q4x10kxex1033.htm) | | |

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| 10.36 | | | | | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | | | | | [Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex103.htm) | | |

| 10.37 | | | | | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex104.htm) | | |

| 10.38 | | | | | | Form of Performance- Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex105.htm) | | |

| 10.39 | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) † | | | | | | [Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex106.htm) | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

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[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

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| 2.1 | | | | | | Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among Twenty-First Century Fox, Inc., The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc.* | | | | | | [Exhibit 2.1 to the Current Report on Form 8-K of Legacy Disney filed June 21, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000095015718000744/ex2-1.htm) | | |

| 2.2 | | | | | | Equity Purchase Agreement, dated as of May 3, 2019, among The Walt Disney Company, Fox Cable Networks, LLC and Diamond Sports Group, LLC* | | | | | | [Exhibit 2.1 to the Current Report on Form 8-K of the Company filed May 3, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000528/ex2-1.htm) | | |

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

| 4.4 | | | | | | Registration Rights Agreement, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, TWDC Enterprises 18 Corp., as guarantor, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, as dealer managers | | | | | | [Exhibit 4.5 to the Current Report on Form 8-K of the Company filed March 20, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000353/ex4-5.htm) | | |

| 10.33 | | | | | | Amended and Restated Severance Pay Plan † | | | | | | [Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended December 27, 2008](http://www.sec.gov/Archives/edgar/data/1001039/000119312509017678/dex104.htm) | | |

| 10.43 | | | | | | Disney Savings and Investment Plan as Amended and Restated Effective January 1, 2015 † | | | | | | [Exhibit 10.30 to the Form 10-K of Legacy Disney for the fiscal year ended September 30, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000198/fy2017_q4x10kxex1030.htm) | | |

| 10.44 | | | | | | First Amendment dated December 19, 2016 to the Disney Savings and Investment Plan as amended and restated effective January 1, 2015 † | | | | | | [Exhibit 10.31 to the Form 10-K of Legacy Disney for the fiscal year ended September 30, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000198/fy2017_q4x10kxex1031.htm) | | |

| 10.45 | | | | | | Second Amendment dated December 3, 2012 to the Disney Savings and Investment Plan † | | | | | | [Exhibit 10.2 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2012](http://www.sec.gov/Archives/edgar/data/1001039/000100103913000019/fy2013_q1x10qxxexh102xdsip.htm) | | |

| 10.46 | | | | | | Third Amendment dated December 18, 2014 to the Disney Savings and Investment Plan † | | | | | | [Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000133/fy2015_q2x10qxex104.htm) | | |

| 10.47 | | | | | | Fourth Amendment dated April 30, 2015 to the Disney Savings and Investment Plan † | | | | | | [Exhibit 10.5 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000133/fy2015_q2x10qxex105.htm) | | |

| 10.48 | | | | | | Disney Hourly Savings and Investment Plan Amended and Restated Effective January 1, 2015 † | | | | | | [Exhibit 4.8 to the Form S-8 Registration Statement of the Company filed March 20, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000306/ex4-8.htm) | | |

| 10.49 | | | | | | First Amendment to the Disney Hourly Savings and Investment Plan as Amended and Restated Effective January 1, 2015 † | | | | | | [Exhibit 4.9 to the Form S-8 Registration Statement of the Company filed March 20, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000306/ex4-9.htm) | | |

| 10.55 | | | | | | 364-Day Credit Agreement, dated as of April 10, 2020, among The Walt Disney Company, as borrower, TWDC Enterprises 18 Corp., as guarantor, the lenders party thereto, and Citibank, N.A., as designated agent | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed](http://www.sec.gov/Archives/edgar/data/1744489/000119312520105345/d916954dex101.htm) [April](http://www.sec.gov/Archives/edgar/data/1744489/000119312520105345/d916954dex101.htm) [](http://www.sec.gov/Archives/edgar/data/1744489/000119312520105345/d916954dex101.htm)[13,](http://www.sec.gov/Archives/edgar/data/1744489/000119312520105345/d916954dex101.htm) [2020](http://www.sec.gov/Archives/edgar/data/1744489/000119312520105345/d916954dex101.htm) | | |

| 99 | | | | | | Waiver of Rights to Extension Bonus, dated as of December 20, 2019, by Robert A. Iger † | | | | | | [Exhibit 99 to the Form 10-Q of the Company for the quarter ended December 28, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000046/fy2020q110qex99.htm) | | |

| Date: | | | November [removed: 25, 2020] [added: 24, 2021] | | | | | | By: | | | | | | /s/ ROBERT A. [removed: Chapek] [added: CHAPEK] | | |

| /s/ ROBERT A. CHAPEK | | | | | | Chief Executive Officer and Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ CHRISTINE M. MCCARTHY | | | | | | Senior Executive Vice President and Chief Financial Officer | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ BRENT A. WOODFORD | | | | | | Executive Vice President-Controllership, Financial Planning and Tax | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ SUSAN E. ARNOLD | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ MARY T. BARRA | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ SAFRA A. CATZ | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ FRANCIS A. DESOUZA | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ MICHAEL [added: B.G.] FROMAN | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| (Michael [added: B.G.] Froman) | | | | | | | | | | | | | | |

| /s/ ROBERT A. IGER | | | | | | Executive Chairman, Chairman of the Board and Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ MARIA ELENA LAGOMASINO | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ MARK G. PARKER | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | November [removed: 25, 2020] [added: 24, 2021] | | |

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [71](#i6261866521954ef19f64de03269f40a7_181)] [added: [64](#i38ede6ac0fed40ab821ebfc9f1f7e403_187)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [72](#i6261866521954ef19f64de03269f40a7_184)] [added: [65](#i38ede6ac0fed40ab821ebfc9f1f7e403_190)] | | |

| Consolidated Statements of Operations for the Years Ended October [added: 2, 2021, October] 3, [removed: 2020,] [added: 2020 and] September 28, 2019 [removed: and September 29, 2018] | | | [removed: [74](#i6261866521954ef19f64de03269f40a7_187)] [added: [67](#i38ede6ac0fed40ab821ebfc9f1f7e403_193)] | | |

| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended October [added: 2, 2021, October] 3, [removed: 2020,] [added: 2020 and] September 28, 2019 [removed: and September 29, 2018] | | | [removed: [75](#i6261866521954ef19f64de03269f40a7_193)] [added: [68](#i38ede6ac0fed40ab821ebfc9f1f7e403_199)] | | |

| Consolidated Balance Sheets as of October [added: 2, 2021 and October] 3, 2020 [removed: and September 28, 2019] | | | [removed: [76](#i6261866521954ef19f64de03269f40a7_196)] [added: [69](#i38ede6ac0fed40ab821ebfc9f1f7e403_202)] | | |

| Consolidated Statements of Cash Flows for the Years Ended October [added: 2, 2021, October] 3, [removed: 2020,] [added: 2020 and] September 28, 2019 [removed: and September 29, 2018] | | | [removed: [77](#i6261866521954ef19f64de03269f40a7_202)] [added: [70](#i38ede6ac0fed40ab821ebfc9f1f7e403_208)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended October [added: 2, 2021, October] 3, [removed: 2020,] [added: 2020 and] September 28, 2019 [removed: and September 29, 2018] | | | [removed: [78](#i6261866521954ef19f64de03269f40a7_205)] [added: [71](#i38ede6ac0fed40ab821ebfc9f1f7e403_211)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [79](#i6261866521954ef19f64de03269f40a7_208)] [added: [72](#i38ede6ac0fed40ab821ebfc9f1f7e403_214)] | | |

Based on our evaluation under the framework in *Internal Control - Integrated Framework,* management concluded that our internal control over financial reporting was effective as of October [removed: 3, 2020.][added: 2, 2021.]

The effectiveness of our internal control over financial reporting as of October [removed: 3, 2020] [added: 2, 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the “Company”) as of October [removed: 3, 2020] [added: 2, 2021] and [removed: September 28, 2019,] [added: October 3, 2020,] and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended October [removed: 3, 2020,] [added: 2, 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of October [removed: 3, 2020,] [added: 2, 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October [removed: 3, 2020] [added: 2, 2021] and [removed: September 28, 2019,] [added: October 3, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 3, 2020] [added: 2, 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October [removed: 3, 2020,] [added: 2, 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: *Goodwill – Interim Impairment Assessment] [added: We tested the International Channels reporting unit goodwill] for [added: impairment by comparing the fair value of the] International Channels [removed: Reporting Unit*][added: reporting unit to its carrying value.]

[removed: The carrying value of the International Channels exceeded the fair value and management] [added: In fiscal 2020, we] recorded a non-cash impairment charge [added: primarily on our MVPD agreement intangible assets] of [added: $1.9 billion and we recorded a] $3.1 billion [added: non-cash impairment charge] to fully impair the International Channels reporting unit goodwill.

The determination of fair value [removed: required management] [added: requires us] to make assumptions and estimates about how market participants would value the [removed: International Channels.][added: business or asset group.]

The more [removed: sensitive] [added: significant] inputs used in [added: determining our estimate of] the [removed: discounted] [added: projected undiscounted] cash [removed: flow analysis include] [added: flows included] future revenue growth and projected margins as well as the discount rates used to calculate the present value of [added: the] future cash [removed: flows.][added: flows (fair value).]

[removed: The Company] [added: We] generally [removed: classifies the] [added: classify] content that is initially intended for use on [removed: their] [added: our] DTC [added: streaming] services or [removed: on their linear television networks] [added: Linear Networks] as group assets.

Production costs [added: that are] predominantly monetized as a group are amortized based on projected usage (which may be, for example, derived from historical viewership patterns), typically resulting in an accelerated or straight-line amortization pattern.

For the year ended October [removed: 3, 2020,] [added: 2, 2021,] the Company recognized [removed: $5.0 billion] [added: $8,175 million] of amortization [removed: expense related to] [added: of] produced content [removed: cost predominantly monetized as a group,] [added: costs,] which is primarily included in “Cost of services” in the [removed: Consolidated Statements] [added: consolidated statements] of [removed: Operations.][added: operations.]

The principal considerations for our determination that performing procedures relating to amortization of [removed: produced content] [added: production] costs [removed: predominantly monetized as a group] is a critical audit matter are the [removed: high degree of] [added: significant] auditor [removed: subjectivity and] effort in performing procedures and evaluating audit evidence [removed: relating to management’s estimate of projected usage] used in the amortization [removed: calculation.][added: calculation for production costs monetized individually and as a group, and management’s estimates of Ultimate Revenues and projected usage.]

These procedures included testing the effectiveness of controls relating to amortization of [removed: produced content costs predominantly monetized as a group] [added: production costs,] including controls over the estimation of [added: Ultimate Revenues and] projected usage.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| /s/ AMY L. CHANG | | | | | | Director | | | | | | November 24, 2021 | | |

| (Amy L. Chang) | | | | | | | | | | | | | | |

| /s/ CALVIN R. MCDONALD | | | | | | Director | | | | | | November 24, 2021 | | |

| (Calvin R. McDonald) | | | | | | | | | | | | | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

*Amortization of Production Costs*

As described in Note 2 and 8 to the consolidated financial statements and disclosed by management, capitalized film and television production costs are amortized based on whether the content is predominantly monetized individually or as a group.

These procedures also included, among others, (i) testing management’s process for determining the amortization of production costs, (ii) evaluating whether ultimate revenues for certain content titles were reasonable considering information such as past performance of comparable titles, future firm commitments to license programs, and current market trends, (iii) evaluating the accelerated amortization pattern for content predominately monetized as a group, and (iv) testing the completeness and accuracy of the underlying data used in the amortization calculation for certain titles and for historical viewership data used to calculate the estimate of projected usage for certain groups.

November 24, 2021

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| Discontinued operations | | | (0.02) | | | | | | (0.02) | | | | | | 0.38 | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| Content advances | | | 2,183 | | | | | | 2,171 | | |

| | | | 26,972 | | | | | | 26,594 | | |

| | | | 32,624 | | | | | | 32,078 | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| Pension and postretirement medical amortization | | | 816 | | | | | | 547 | | | | | | 278 | | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | 1,995 | | | | | | 1,882 | | | | | | — | | | | | | 3,877 | | | | | | 284 | | | | | | 4,161 | | |

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| Cumulative effect of accounting change | | | | | | — | | | | | | — | | | | | | 109 | | | | | | — | | | | | | — | | | | | | 109 | | | | | | — | | | | | | 109 | | |

| Balance at October 2, 2021 | | | | | | 1,818 | | | | | | $ | 55,471 | | | | | $ | 40,429 | | | | | $ | (6,440) | | | | | $ | (907) | | | | | $ | 88,553 | | | | | $ | 4,458 | | | | | $ | 93,011 | |

[TABLE OF CONTENTS](#i38ede6ac0fed40ab821ebfc9f1f7e403_7)

These operations resumed, generally at reduced capacity, at various points since May 2020.

Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021.

Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19.

Although film and television production generally resumed beginning in the fourth quarter of 2020, we continue to see disruption of production activities depending on local circumstances.

Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.

*Disney Media and Entertainment Distribution*

The DMED segment encompasses the Company’s global film and episodic television content production and distribution

activities.

Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing and is generally created by three production/content licensing groups: Studios, General Entertainment and Sports.

The distribution organization has full accountability for the financial results of the entire media and entertainment business.

The operations of DMED’s significant lines of business are as follows:

[TABL](#i6261866521954ef19f64de03269f40a7_7)[E OF CONTENTS](#i6261866521954ef19f64de03269f40a7_7)

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| Quarterly Financial Summary (unaudited) | | | [133](#i6261866521954ef19f64de03269f40a7_298) | | |

As described in Notes 2, 4 and 19 to the consolidated financial statements, the Company’s consolidated goodwill balance was $77.7 billion as of October 3, 2020.

Management tests goodwill for impairment on an annual basis, and if current events or circumstances require, on an interim basis.

In the third quarter of fiscal 2020, management performed an impairment test of the International Channels’ goodwill.

The fair value was determined using a discounted cash flow analysis.

The principal considerations for our determination that performing procedures relating to the goodwill interim impairment assessment of the International Channels reporting unit is a critical audit matter are the significant judgment required of management when determining the fair value of the International Channels reporting unit, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s significant assumptions related to future revenue growth, projected margins, and the discount rates used in the fair value measurement of the International Channels reporting unit.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill interim impairment assessment, including controls over the valuation of the International Channels reporting unit.

These procedures also included, among others, testing management’s process for determining the fair value estimates, which included (i) evaluating the appropriateness of the discounted cash flow model; (ii) testing the completeness and accuracy of underlying data used in the model; and (iii) evaluating the significant assumptions used by management related to the future revenue growth, projected margins and discount rates.

Evaluating management’s assumptions related to future revenue growth and projected margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rates.

*Amortization of Produced Content Cost – Predominantly Monetized as a Group*

As described in Note 8 to the consolidated financial statements, the Company produces content for its Direct-to-Consumer (“DTC”) streaming services and linear television networks.

These procedures also included, among others, evaluating the content amortization method and testing the completeness and accuracy of the historical viewership data used to calculate the estimate of projected usage.

November 25, 2020

(in millions, except per share data)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 26,594 | | | | | | 26,174 | | |

| | | | 32,078 | | | | | | 31,603 | | |

| Other | | | 641 | | | | | | 154 | | | | | | 441 | | |

| Repurchases of common stock | | | — | | | | | | — | | | | | | (3,577) | | |

| Balance at September 30, 2017 | | | | | | 1,517 | | | | | | $ | 36,248 | | | | | $ | 72,606 | | | | | $ | (3,528) | | | | | $ | (64,011) | | | | | $ | 41,315 | | | | | $ | 3,689 | | | | | $ | 45,004 | |

| Comprehensive income | | | | | | — | | | | | | — | | | | | | 12,598 | | | | | | 431 | | | | | | — | | | | | | 13,029 | | | | | | 425 | | | | | | 13,454 | | |

| Common stock repurchases | | | | | | (35) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,577) | | | | | | (3,577) | | | | | | — | | | | | | (3,577) | | |

| Dividends | | | | | | — | | | | | | 14 | | | | | | (2,529) | | | | | | — | | | | | | — | | | | | | (2,515) | | | | | | — | | | | | | (2,515) | | |

In October 2020, the Company announced a strategic reorganization of our media and entertainment businesses to accelerate the growth of our direct-to-consumer (DTC) strategy.

The operations of the Media Networks, Studio Entertainment and DTCI segments were reorganized into four groups: three content groups (Studios, General Entertainment and Sports), which are focused on developing and producing content that will be used across all of our traditional and DTC platforms and a distribution group, which is focused on distribution and commercialization activities across these platforms and which has full accountability for media and entertainment operating results globally.

We also had an adverse impact on our merchandise licensing business.

We also had adverse impacts on advertising sales at Media Networks and Direct-to-Consumer & International.

*Acquisition of TFCF*

received regulatory approval to retain the sports media operation in Brazil.

The sports media operation in Brazil was previously presented as discontinued operations, with its assets and liabilities considered held for sale, but is now reported as continuing operations in the current and prior periods.

The impact on the previously reported Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows was not material.

See Note 4 for additional information on these transactions.