Walt Disney (DIS) 10-K risk factor changes: FY2022 vs FY2021

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

[removed: We] [added: In addition, at DMED we delayed, or in some cases, shortened or canceled theatrical releases and] experienced [removed: significant] disruptions in the production and availability of content.

COVID-19 impacts [added: and future health outbreaks and pandemics] could [removed: also] hasten the erosion of historical sources of revenue at our Linear Networks [removed: businesses.][added: businesses and change consumer preferences.]

Some industries in which our customers operate, such as theatrical distribution, retail and travel, [added: have experienced, and] could [removed: experience contraction,] [added: continue to experience, contraction and financial distress,] which could impact the profitability of our businesses going forward.

Our mitigation efforts in response to the impacts of COVID-19 on our businesses have had, or may [added: continue to] have, negative impacts.

[removed: Such mitigation measures have resulted] [added: For example,] in [removed: the delay] [added: response to COVID-19 impacts, we incurred significant additional indebtedness and delayed] or [removed: suspension of] [added: suspended] certain projects in which we have invested, particularly at our parks and resorts and studio operations.

[removed: We] [added: In addition, we] may take [removed: additional] mitigation actions in the future [added: to respond to the impacts of COVID-19 or other health outbreaks or pandemics on our businesses,] such as raising additional financing; not declaring future [removed: 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;] [added: dividends;] further suspending [added: or reducing] capital spending; reducing film and television content investments; [removed: or] implementing [removed: additional] furloughs or reductions in force or modifying our operating strategy.

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

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 [removed: current] expansion of the [removed: delta variant] [added: Omicron subvariants] or other [removed: variants.][added: variants, and other future health outbreaks and pandemics.]

For example, [removed: both Hong Kong Disneyland Resort and Disneyland Paris] [added: our international parks] have reopened and closed multiple times since the onset of COVID-19.

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

[removed: Economic] [added: Further, economic] or political conditions in [removed: a country] [added: countries] outside the U.S. [removed: could] also [removed: reduce] [added: have reduced, and could continue to reduce,] our ability to hedge exposure to currency fluctuations in [removed: the country] [added: those countries] or our ability to repatriate revenue from [removed: the country.][added: those countries.]

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

[removed: Past declines in economic conditions reduced spending at our parks and resorts, purchases] of and prices for advertising on our broadcast and cable networks and owned stations, performance of our home entertainment releases, and purchases of Company-branded consumer products, and similar impacts can be expected [removed: should] [added: as] such conditions recur.

The current decline in economic conditions could also reduce attendance at our parks and resorts, prices that MVPDs pay for our cable [removed: programming] [added: programming, purchases of and prices for advertising on our DTC products] or subscription levels for our cable programming or [removed: direct-to-consumer products.][added: DTC products, while also increasing the prices we pay for goods, services and labor.]

In addition, an increase in price levels generally, or in price levels in a particular sector such as [removed: the energy sector (such as] current inflation [removed: related to] [added: in the] domestic and global [removed: supply chain issues, which has led to both overall price increases] [added: energy sector] and [added: other] pronounced price increases [added: generally and] in certain [removed: sectors),] [added: other 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.

[removed: Changes in exchange rates for foreign currencies may reduce international demand for our products or increase our labor] [added: The current] or [removed: supply costs] [added: continued strength] in [removed: non-U.S. markets, or reduce] the [added: value of the] U.S. dollar [added: has adversely impacted the U.S. dollar] value of revenue we receive and expect to receive from other [removed: markets.][added: markets and may reduce international demand for our products and services.]

Broader supply chain delays, such as those currently impacting global distribution may [added: further exacerbate current inflationary pressures and] impact our ability to sell and deliver goods or otherwise disrupt our operations.

In order to respond to these developments, we regularly consider, and from time to time implement changes to our business models, most recently by developing, investing in and acquiring DTC [removed: products and reorganizing] [added: products, initiating plans to again reorganize] our media and entertainment businesses to [removed: accelerate] [added: advance] our DTC [removed: strategies.][added: strategies, and developing next generation storytelling offerings.]

There can be no assurance that our DTC [added: offerings, next generation storytelling] offerings and other efforts will successfully respond to these changes.

There can be no assurance that the DTC model and other business models we may develop will ultimately be [added: profitable or] as profitable as our existing or historic business models.

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

The success of our theme parks, resorts, cruise ships and experiences, as well as our theatrical releases, depends on demand for public or out-of-home [removed: entertainment experiences.]

[removed: Many] [added: In addition, many] of our businesses increasingly depend on acceptance of our offerings and products by consumers outside the [removed: U.S., and their] [added: U.S. The] success [added: of our businesses] 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 content production and acquisition, acquisition of sports rights, theme park attractions, cruise ships or hotels and other facilities or customer facing platforms before we know the extent to which these products will earn consumer [removed: acceptance.][added: acceptance, and these products may be introduced into a significantly different market or economic or social climate from the one we anticipated at the time of the investment decisions.]

If our entertainment offerings and products (including our content offerings, which have been impacted by [removed: COVID-19)] [added: COVID-19 and may in the future be impacted by COVID-19 developments or other health outbreaks or pandemics)] 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.

We use many [removed: third party] [added: third-party] systems and software, which are also subject to supply chain and other

In addition, we provide some confidential, proprietary and personal information to third parties in certain [removed: cases when it is necessary to pursue business objectives.][added: cases, which may also be compromised.]

Our systems and [removed: the systems] [added: users and those] of third parties with whom we engage are continually [removed: attacked.][added: attacked, sometimes successfully.]

The environment for travel and tourism, as well as demand for and consumption of other entertainment products, can be significantly adversely affected in the U.S., globally or in specific regions as a result of a variety of factors beyond our control, including: health concerns (including as it has been by COVID-19 and could be by future [added: health outbreaks and] pandemics); adverse weather conditions arising from short-term weather patterns or long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, [added: droughts,] tsunamis and earthquakes); international, political or military developments (including social unrest); a decline in economic activity; and terrorist attacks.

We obtain insurance against the risk of losses relating to some of these events, generally including [added: certain] physical damage to our property and resulting business interruption, certain injuries occurring on our property and some liabilities for alleged breach of legal responsibilities.

For example, [removed: most] [added: many] losses related to impacts of COVID-19 [removed: will] [added: have] not [removed: be] [added: been] covered by insurance available to us.

Changes in our business strategy or restructuring of our businesses [added: has increased and] may [added: continue to] increase our costs [removed: or] [added: and has] otherwise [added: affected and may continue to] affect the profitability of our businesses or the value of our assets.

As changes in our business environment occur we have adjusted, [added: continue to adjust] and may further adjust our business strategies to meet these changes and we may otherwise decide to further restructure our operations or particular businesses or assets.

[removed: 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.

Our new organization and strategies [added: are, among other things, subject to execution risk and] may not produce the anticipated benefits, such as supporting our growth strategies and enhancing shareholder value.

In addition, external events including changing technology, changing consumer purchasing patterns, acceptance of [removed: our theatrical and other] content offerings and changes in macroeconomic conditions may impair the value of our assets.

When these changes or events occur, we [added: have incurred and] may [added: continue to] incur costs to change our business strategy and [added: have needed and] may [added: in the future] need to write-down the value of assets.

In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be [added: negative or] lower than prior to the change in strategy or restructuring.

Even if our strategies are effective in the long term, [added: our new offerings will generally not be profitable in the short 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, [added: speed with which the competitive landscape changes,] 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.

Operations have resumed at various points since May 2020, with certain theme parks and resort operations and film and television productions resuming by the end of fiscal 2020 and throughout 2021.

Although operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and safety measures and related increased expenses, capacity restrictions and closures (including at some of our international parks and in theaters in certain markets), and disruptions of content production activities.

For example, COVID-19 impacts have changed, and may continue to change, consumer behavior and consumption patterns, such as theater-going to watch movies.

Past declines in economic conditions reduced spending at our parks and resorts, purchases

A decline in economic conditions could impact implementation of our business plans, such as our plans to realign our cost structure and for the new DTC ad-supported service, pricing structure and price increases.

In addition, actions to reduce inflation, including raising interest rates, increase our cost of borrowing, which in turn could make it more difficult to obtain financing for our operations or investments on favorable terms.

Further, global economic conditions may impact foreign currency exchange rates against the U.S. dollar.

A decrease in the value of the U.S. dollar may increase our labor, supply or other costs in non-U.S. markets.

Although we hedge exposure to certain foreign currency fluctuations, any such hedging activity may not substantially offset the negative financial impact of exchange rate fluctuations and is not expected to offset all such negative financial impact, particularly in periods of sustained U.S. dollar strength relative to multiple foreign currencies.

The adverse impact on our businesses of the decline in economic conditions will depend, in part, on its severity and duration and our ability to mitigate the impacts of this decline on our businesses will be limited.

In addition, theater-going to watch movies currently is, and may continue to be, below pre-COVID-19 levels.

In addition, declines in certain traditional forms of distribution may increase the cost of content allocable to our DTC offerings, negatively impacting the profitability of our DTC offerings.

To date we have experienced significant losses in our DTC businesses.

entertainment experiences.

Demand for certain of our out-of-home entertainment experiences, such as theater-going to watch movies, has not returned to pre-pandemic levels, and COVID-19 may continue to impact consumer tastes and preferences.

Further, consumers’ perceptions of our position on matters of public interest, including our efforts to achieve certain of our environmental and social goals, often differ widely and present risks to our reputation and brands.

The terms of some copyrights for IP related to some of our products and services have expired and other copyrights will expire in the future.

For example, in the United States and countries that look to the United States copyright term when shorter than their own, the copyright term for early works such as the short film Steamboat Willie (1928), and the specific early versions of characters depicted in those works, expires at the end of the 95th calendar year after the date the copyright was originally secured in the United States.

Revenues generated from this intellectual property could be negatively impacted.

For example, hurricanes, including Hurricane Ian in late September 2022, which caused Walt Disney World Resort parks in Florida to close for two days, have impacted the profitability of Walt Disney World Resort and may do so in the future.

The Company has paused certain operations in certain regions and the profitability of certain operations has been impacted as a result of events in the corresponding regions.

For example, in November 2022, we announced plans to reorganize DMED to advance our DTC strategies and rationalize costs; in fiscal 2022, we announced plans to introduce an ad-supported Disney+ service, new pricing model and price increases and cost realignment; in March 2021, we announced the closure of a substantial number of our Disney-branded

In addition, with the recent change in leadership, there may be additional adjustments to our business strategies.

For example, notwithstanding our announced plans to rationalize costs, the costs of our DTC strategy, and associated losses, may continue to grow or be reduced more slowly than anticipated, which may impact our distribution strategy across businesses/distribution platforms, the types of content we distribute through various businesses/distribution platforms, and the timing and sequencing of content windows.

As a result, our portfolio of programming rights and the distributors of our programming have changed and may continue to change over time.

successfully in those jurisdictions while remaining in compliance with local laws or U.S. anti-corruption laws applicable to our businesses.

Environmental, social and governance matters and any related reporting obligations may impact our businesses.

U.S. and international regulators, investors and other stakeholders are increasingly focused on environmental, social, and governance (ESG) matters.

For example, new domestic and international laws and regulations relating to ESG matters, including human capital, diversity, sustainability, climate change and cybersecurity, are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations.

Our response will require additional investments and implementation of new practices and reporting processes, all entailing additional compliance risk.

In addition, we have announced a number of ESG initiatives and goals, which will require ongoing investment, and there is no assurance that we will achieve any of these goals or that our initiatives will achieve their intended outcomes.

Consumers’ perceptions of our efforts to achieve these goals often differ widely and present risks to our reputation and brands.

In addition, our ability to implement some initiatives or achieve some goals is dependent on external factors.

For example, our ability to meet certain sustainability goals or initiatives may depend in part on third-party collaboration, mitigation innovations and/or the availability of economically feasible solutions at scale.

In addition, we may pursue brand or product integration combining previously separate brands or products targeting different audiences under one brand or pursue other business initiatives inconsistent with one or more of our brands, and there is no assurance that these initiatives will be accepted by our customers and not adversely impact one or more of our brands.

The success of our DTC strategy and profitability of our DTC businesses will be impacted by the success of our efforts to reorganize DMED to advance our DTC strategies, drive subscriber additions and retention based on the attractiveness of our content, manage churn in reaction to price increases, achieve the desired financial impact of the Disney+ ad supported service, pricing model and price increases, our ability to execute on cost realignment and the effects of our determinations with regard to distribution for our creative content across windows.

The initial costs of marketing campaigns are generally recognized in the DMED business/distribution platform of initial exploitation, and allocation of programming and production costs is driven by distribution of the relevant content across windows.

Accordingly, our distribution determinations impact the costs of each business/distribution channel, including DTC.

In addition, economic downturns negatively impact the purchase of and price for advertising on our DTC streaming services.

Our content may not successfully attract and retain subscribers in the quantities that we expect.

Most of our businesses have been closed, suspended or restricted consistent with government mandates or guidance.

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

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.

Other of our offerings will be exposed to additional financial impacts in the event of future significant unavailability of content.

We have experienced reduced numbers of reservations at our hotels and cruises.

We have experienced increased returns and refunds and customer requests for payment deferrals.

Many of our businesses that are open are operating subject to restrictions and increased expenses.

These and other impacts of COVID-19 on our businesses will continue for an unknown length of time.

COVID-19 impacts that have subsided may again impact our businesses in the future and new impacts may emerge from COVID-19 developments or other pandemics.

For example, some of our parks 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 experienced accelerated decline during 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 IP, advertisers and others, have been negatively impacted by the economic downturn caused by COVID-19, which may continue to result in decreased purchases of our goods and services even after certain operations resume.

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

As we have resumed production of content, including live 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) issued senior notes in March and May 2020, entered into an additional $5.0 billion credit facility in April 2020 (which has now been terminated), did not pay a dividend with respect to fiscal 2020 operations and has not declared nor paid a dividend with respect to fiscal 2021 operations; suspended certain capital projects; 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 employees; and reduced our employee population.

Further, the benefit of certain mitigation efforts will not continue to be available going forward.

For example, as our employees are returning from furlough, the cost reductions of the related furloughs are no longer 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 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 businesses we have seen certain instances of lower demand.

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.

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

Certain of our other assets could also become impaired, including further impairments of goodwill and intangible assets; we have increased, and may further increase, allowances for credit losses; and there may be changes in judgments in determining the fair-value of assets; and estimates related to variable consideration may change due to increased returns, reduced usage of our products or services and decreased royalties.

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

Our debt ratings may be further downgraded, which may negatively impact our cost of borrowing.

Due to reduced operating cash flow, we may utilize cash balances and/or future financings to fund a portion of our operations and investments in our businesses.

Financial risks may be exacerbated by a number of factors, including the timing of customer deposit refunds and liquidity issues among our key customers, particularly advertisers, television affiliates, theatrical exhibitors

and distributors, and licensees.

These factors have impacted timely payments by such customers to the Company.

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.

The Company has $12.5 billion in trade accounts receivable outstanding at October 2, 2021, with an allowance for credit losses of $0.2 billion.

Our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty due to the impacts of COVID-19.

Where actual performance in our international markets significantly underperforms management’s forecasts, the Company has had, and could have 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 continue to affect our financial results in fiscal 2022.

Global economic activity has declined as a result of the impacts of COVID-19.

A decline in economic conditions could impact implementation of our expansion plans.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | % Change Better (Worse) | | | | | | | | | | | |

| Services | | | $ | [removed: 61,768] [added: 74,200] | | | | | $ | [removed: 59,265] [added: 61,768] | | | | | | | | | | | [removed: 4] [added: 20] % | | | | | | | | | | | |

| Products | | | [removed: 5,650] [added: 8,522] | | | | | | [removed: 6,123] [added: 5,650] | | | | | | | | | | | | [removed: (8)] [added: 51] % | | | | | | | | | | | |

| Total revenues | | | [removed: 67,418] [added: 82,722] | | | | | | [removed: 65,388] [added: 67,418] | | | | | | | | | | | | [removed: 3] [added: 23] % | | | | | | | | | | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (41,129)] [added: (48,962)] | | | | | | [removed: (39,406)] [added: (41,129)] | | | | | | | | | | | | [removed: (4)] [added: (19)] % | | | | | | | | | | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (4,002)] [added: (5,439)] | | | | | | [removed: (4,474)] [added: (4,002)] | | | | | | | | | | | | [removed: 11] [added: (36)] % | | | | | | | | | | | |

| Selling, general, administrative and other | | | [removed: (13,517)] [added: (16,388)] | | | | | | [removed: (12,369)] [added: (13,517)] | | | | | | | | | | | | [removed: (9)] [added: (21)] % | | | | | | | | | | | |

| Depreciation and amortization | | | [removed: (5,111)] [added: (5,163)] | | | | | | [removed: (5,345)] [added: (5,111)] | | | | | | | | | | | | [removed: 4] [added: (1)] % | | | | | | | | | | | |

| Total costs and expenses | | | [removed: (63,759)] [added: (75,952)] | | | | | | [removed: (61,594)] [added: (63,759)] | | | | | | | | | | | | [removed: (4)] [added: (19)] % | | | | | | | | | | | |

| Restructuring and impairment charges | | | [removed: (654)] [added: (237)] | | | | | | [removed: (5,735)] [added: (654)] | | | | | | | | | | | | [removed: 89] [added: 64] % | | | | | | | | | | | |

| Other [removed: income,] [added: income (expense),] net | | | [removed: 201] [added: (667)] | | | | | | [removed: 1,038] [added: 201] | | | | | | | | | | | | [removed: (81) %] [added: nm] | | | | | | | | | | | |

| Interest expense, net | | | [removed: (1,406)] [added: (1,397)] | | | | | | [removed: (1,491)] [added: (1,406)] | | | | | | | | | | | | [removed: 6] [added: 1] % | | | | | | | | | | | |

| Equity in the income of investees, net | | | [removed: 761] [added: 816] | | | | | | [removed: 651] [added: 761] | | | | | | | | | | | | [removed: 17] [added: 7] % | | | | | | | | | | | |

| Income [removed: (loss)] from continuing operations before income taxes | | | [removed: 2,561 | | | | | | (1,743) | | | | | |] [added: $] | [added: 5,285] | | | | | [removed: nm] [added: $] | [added: 2,561] | | | | | | | | | | |

| Income taxes from continuing operations | | | [removed: (25)] [added: (1,732)] | | | | | | [removed: (699)] [added: (25)] | | | | | | | | | | | | [removed: 96] [added: \>(100)] % | | | | | | | | | | | |

| Net income [removed: (loss)] from continuing operations | | | [removed: 2,536] [added: 3,553] | | | | | | [removed: (2,442)] [added: 2,536] | | | | | | | | | | | | [removed: nm] [added: 40 %] | | | | | | | | | | | |

| Loss from discontinued operations, net of income tax benefit of [removed: $9] [added: $14] and [removed: $10,] [added: $9,] respectively | | | [removed: (29)] [added: (48)] | | | | | | [removed: (32)] [added: (29)] | | | | | | | | | | | | [removed: 9] [added: (66)] % | | | | | | | | | | | |

| Net income [removed: (loss)] | | | [removed: 2,507] [added: 3,505] | | | | | | [removed: (2,474)] [added: 2,507] | | | | | | | | | | | | [removed: nm] [added: 40 %] | | | | | | | | | | | |

| Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests | | | [removed: (512)] [added: (360)] | | | | | | [removed: (390)] [added: (512)] | | | | | | | | | | | | [removed: (31)] [added: 30] % | | | | | | | | | | | |

| Net income [removed: (loss)] attributable to Disney | | | $ | [removed: 1,995] [added: 3,145] | | | | | $ | [removed: (2,864)] [added: 1,995] | | | | | | | | | | | [removed: nm] [added: 58 %] | | | | | | | | | | | |

| Continuing operations | | | $ | [removed: 1.11] [added: 1.75] | | | | | $ | [removed: (1.57)] [added: 1.11] | | | | | | | | | | | [removed: nm] [added: 58 %] | | | | | | | | | | | |

| Discontinued operations | | | [removed: (0.02)] [added: (0.03)] | | | | | | (0.02) | | | | | | | | | | | | [removed: —] [added: (50)] % | | | | | | | | | | | |

| Continuing operations | | | $ | [removed: 1.11] [added: 1.75] | | | | | $ | [removed: (1.57)] [added: 1.11] | | | | | | | | | | | [removed: nm] [added: 58 %] | | | | | | | | | | | |

| Discontinued operations | | | [removed: (0.02)] [added: (0.03)] | | | | | | (0.02) | | | | | | | | | | | | [removed: —] [added: (50)] % | | | | | | | | | | | |

| Diluted | | | [removed: 1,828] [added: 1,827] | | | | | | [removed: 1,808] [added: 1,828] | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 1,816] [added: 1,822] | | | | | | [removed: 1,808] [added: 1,816] | | | | | | | | | | | | | | | | | | | | | | | |

In Item 7, we discuss fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] results and comparisons of fiscal [removed: 2021] [added: 2022] results to fiscal [removed: 2020] [added: 2021] results.

Discussions of fiscal [removed: 2019] [added: 2020] results and comparisons of fiscal [removed: 2020] [added: 2021] results to fiscal [removed: 2019] [added: 2020] results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [removed: the update to Part] [added: [Part] II, Item 7 of the Company’s Annual Report on Form [removed: 10-K] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448921000220/dis-20211002.htm#i38ede6ac0fed40ab821ebfc9f1f7e403_64)] for the fiscal year ended October [removed: 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).][added: 2, 2021.]

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

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

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

[removed: *Direct-to-Consumer*][added: | Direct-to-Consumer | | | 19,558 | | | | | | 16,319 | | | | | | 20 % | | | | | | | | |]

Revenues for fiscal [removed: 2021] [added: 2022] increased [removed: 3%,] [added: 23%,] or [removed: $2.0] [added: $15.3] billion, to [removed: $67.4] [added: $82.7] billion; net income attributable to Disney increased [removed: $4.9] [added: $1.2] billion, to income of [removed: $2.0] [added: $3.1] billion; and diluted earnings per share from continuing operations attributable to Disney increased to income of [removed: $1.11] [added: $1.75] compared to [removed: a loss] [added: income] of [removed: $1.57] [added: $1.11] in the prior year.

Service revenues for fiscal [removed: 2021] [added: 2022] increased [removed: 4%,] [added: 20%,] or [removed: $2.5] [added: $12.4] billion, to [removed: $61.8] [added: $74.2] billion, due to [added: increased revenues at our theme parks and resorts,] higher DTC subscription [removed: revenue, advertising] revenue [removed: growth] and, to a lesser extent, [removed: increased merchandise licensing] [added: higher theatrical distribution and advertising] revenue.

The decrease in TV/SVOD distribution revenue [removed: also] reflected [added: lower sales volumes, which included] the [added: impact from the] shift from licensing our content to third parties to distributing it on our DTC streaming services.

These increases were partially offset by [removed: a decrease in film] [added: lower programming] and [removed: television] production [removed: cost amortization and distribution] costs [removed: at][added: as a result of international channel closures.]

Cost of products for fiscal [removed: 2021 decreased 11%,] [added: 2022 increased 36%,] or [removed: $0.5] [added: $1.4] billion, to [removed: $4.0] [added: $5.4] billion, due to [removed: lower] [added: higher] merchandise, food and beverage sales at our theme parks and [removed: resorts and a decrease in home entertainment volumes.][added: resorts.]

| (in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change Better (Worse) | | |

| fuboTV gain | | | | | | $ | [removed: 186] [added: —] | | | | | $ | [removed: —] [added: 186] | | | | | [removed: nm] [added: (100) %] | | |

| German FTA gain | | | | | | [removed: 126] [added: —] | | | | | | [removed: —] [added: 126] | | | | | | [removed: nm] [added: (100) %] | | |

| | | | $ | 1.72 | | | | | $ | 1.09 | | | | | | | | | | | 58 % | | | | | | | | | | | |

| | | | $ | 1.73 | | | | | $ | 1.10 | | | | | | | | | | | 57 % | | | | | | | | | | | |

*Leadership Change and Pending Restructuring*

As previously announced, on November 20, 2022, Robert A.

Iger returned to the Company as Chief Executive Officer (“CEO”) and a director.

Mr. Iger previously spent more than four decades at the Company, including 15 years as CEO.

In announcing Mr. Iger’s appointment, the Company noted he has agreed to serve as CEO for two years, with a mandate from the Company’s Board of Directors “to set the strategic direction for renewed growth and to work closely with the Board in developing a successor to lead the Company at the completion of his term.” Mr. Iger succeeded Robert A.

Chapek, who had served as CEO since 2020.

As contemplated by the leadership change announcement, we anticipate that within the coming months Mr. Iger will initiate organizational and operating changes within the Company to address the Board’s goals.

While the plans are in early stages, changes in our structure and operations, including within DMED (and including possibly our distribution approach and the businesses/distribution platforms selected for the initial distribution of content), can be expected.

The restructuring and change in business strategy, once determined, could result in impairment charges.

In addition, at DMED we delayed, or in some cases, shortened or cancelled theatrical releases and experienced disruptions in the production and availability of content.

Operations have resumed at various points since May 2020, with certain theme park and resort operations and film and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021.

Although operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and safety measures and related increased expenses, capacity restrictions and closures (including at some of our international parks and in theaters in certain markets), and disruption of content production activities.

The EPS increase was due to higher segment

operating results, partially offset by higher income tax expense in the current year compared to the prior year.

Higher segment operating results reflecting growth at DPEP, partially offset by lower operating results at DMED.

These increases were partially offset by a reduction in revenue for amounts to early terminate certain license agreements with a customer for film and television content, which was delivered in previous years, in order for the Company to use the content primarily on our DTC services (Content License Early Termination).

The increase at theme parks and resorts was due to higher volumes, which generally reflected the impact of operating with capacity restrictions in the prior year as a result of COVID-19, and higher average per capita ticket revenue.

The increase in DTC subscription revenue was due to subscriber growth and higher average rates.

Product revenues for fiscal 2022 increased 51%, or $2.9 billion, to $8.5 billion, due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts.

Cost of services for fiscal 2022 increased 19%, or $7.8 billion, to $49.0 billion, due to higher programming and production costs, increased volumes at our theme parks and resorts and higher technical support costs at Direct-to-Consumer.

The increase in programming and production costs was due to higher costs at Direct-to-Consumer, increased sports programming costs and an increase in production cost amortization due to theatrical revenue growth.

Selling, general, administrative and other costs for fiscal 2022 increased 21%, or $2.9 billion, to $16.4 billion, primarily due to higher marketing costs at our DTC and, to a lesser extent, theatrical distribution and parks and experiences businesses.

Restructuring and impairment charges in fiscal 2022 were $0.2 billion primarily due to the impairment of an intangible and other assets related to our businesses in Russia.

We may incur additional charges to exit these businesses, which are not anticipated to be material.

| Other, net | | | | | | (4) | | | | | | — | | | | | | nm | | |

In fiscal 2022, the Company recognized a non-cash loss of $663 million from the adjustment of its investment in DraftKings Inc. (DraftKings) to fair value (DraftKings loss).

This increase was partially offset by investment losses in the current year compared to investment gains in the prior year.

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | |

The effective income tax rate in the current year was higher than the U.S. statutory rate primarily due to higher effective tax rates on foreign earnings.

- A $1.0 billion reduction in revenue for the Content License Early Termination

- Other expense of $667 million due to the DraftKings loss of $663 million

| Contract License Early Termination | | | (1,023) | | | | | | 238 | | | | | | (785) | | | | | | (0.43) | | |

| Other income (expense), net | | | (667) | | | | | | 156 | | | | | | (511) | | | | | | (0.28) | | |

| Restructuring and impairment charges | | | (237) | | | | | | 55 | | | | | | (182) | | | | | | (0.10) | | |

| Total | | | $ | (4,280) | | | | | $ | 998 | | | | | $ | (3,282) | | | | | $ | (1.78) | |

| Other income (expense), net | | | 201 | | | | | | (46) | | | | | | 155 | | | | | | 0.08 | | |

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

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

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

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

- Forward-Looking Statements

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

We have delayed, or in some cases, shortened or cancelled theatrical releases, and stage play performances were suspended as of March 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.

We experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021, as well as the suspension of most film and television production in March 2020.

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.

We have taken a number of mitigation efforts in response to the impacts of COVID-19 on our businesses.

We significantly increased cash balances through the issuance of senior notes in March and May 2020.

The Company did not pay a dividend with respect to fiscal 2020 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 in fiscal 2020 and temporarily eliminated Board of Director retainers and committee fees in fiscal 2020.

In addition, we furloughed over 120,000 of our employees (who continued to receive Company provided medical benefits), most of which have returned from furlough as operations have reopened.

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

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 force; or modifying our operating strategies.

Some of these measures may have an adverse impact on our businesses.

The most significant impact on operating income since the second quarter of fiscal 2020 from COVID-19 was at the DPEP segment due to revenue lost as a result of closures and/or reduced operating capacities.

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.

Our other film and television distribution businesses were impacted by revenue lost from the deferral or cancellation of significant film releases, partially offset by costs avoided due to a reduction in film cost amortization, marketing and distribution costs.

The impact of COVID-19 on fiscal 2021 and 2020 results is not necessarily indicative of the impact on future period results.

For example, when we reopened theme parks and retail stores, we incurred and will continue to incur costs for such things as additional custodial services, personal protection equipment, temperature screenings and testing, sanitizer and cleaning supplies and signage, among other items.

Similar costs have been incurred in the production of film and television content, including live sporting events, and productions may take longer to complete.

The timing, duration and extent of these costs will depend on the timing and scope of the resumption of our operations.

These costs totaled approximately $1 billion in fiscal 2021.

Some of these costs have been capitalized and will be amortized over future periods.

With the unknown duration of COVID-19, it is not possible to precisely estimate the impact of COVID-19 on our operations in future periods, although we estimate a modestly lower impact in fiscal 2022.

In addition, we are no longer benefiting from certain savings related to the closure of certain businesses, such as related furloughs.

The reopening or closure of our businesses is dependent on applicable government requirements, which vary by location and are subject to ongoing changes.

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

As a result, we are forgoing certain licensing revenue from the sale of this content to third parties in TV/SVOD markets.

We also expect to forgo revenue as we shut down channels in certain markets as a result of investment in our DTC offerings.

In addition, we are increasing programming and production investments to create exclusive content for our DTC offerings.

The Company’s fiscal year end is on the Saturday closest to September 30 and consists of fifty-two weeks with the exception that approximately every six years, we have a fifty-three week year.

Fiscal 2020 was a fifty-three week year, which began on September 29, 2019 and ended on October 3, 2020.

We estimate that the additional week of operations in fiscal 2020 resulted in a benefit to pre-tax income in the prior year of approximately $200 million, primarily at the DMED segment.

The EPS increase for the year was due to the comparison to goodwill and intangible asset impairments recognized in the prior year at our International Channels business, an income tax benefit in the current year compared to tax expense in the prior year and lower amortization of fair value step-up on film and television costs and intangible assets from the TFCF acquisition and consolidation of Hulu (collectively TFCF and Hulu acquisition amortization).

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

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.

[removed: Cross-currency] [added: currency] swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated borrowings.

The gains and losses on these contracts [added: are intended to] offset changes in the U.S. dollar equivalent value of the related exposures.

The economic or political conditions in [removed: a country] [added: certain countries have reduced and in the future] could [added: further] reduce our ability to hedge exposure to currency fluctuations [removed: in the country] [added: in,] or [removed: our ability to] repatriate [removed: revenue from the country.][added: cash from, those countries.]

VAR on a combined basis increased to [removed: $364] [added: $395] million at October [removed: 2, 2021] [added: 1, 2022] from [removed: $323] [added: $364] million at October [removed: 3, 2020.][added: 2, 2021.]

| Fiscal [removed: 2021] [added: 2022] | | | | | | Interest Rate Sensitive Financial Instruments | | | | | | Currency Sensitive Financial Instruments | | | | | | Equity Sensitive Financial Instruments | | | | | | Commodity Sensitive Financial Instruments | | | | | | Combined Portfolio | | |

| Year end fiscal 2021 VAR | | | | | | [removed: $ |] 357 | | | | | [removed: $] | 44 | | | | | [removed: $] | 37 | | | | | [removed: $] | 1 | | | | | [removed: $] | 364 | | [added: |]

| Year end fiscal [removed: 2020] [added: 2022] VAR | | | | | | [removed: 304] [added: $] | [added: 376] | | | | | [removed: 29] [added: $] | [added: 71] | | | | | [removed: 81] [added: $] | [added: 20] | | | | | [removed: 1] [added: $] | [added: 4] | | | | | [removed: 323] [added: $] | [added: 395] | |

The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of October [removed: 2, 2021] [added: 1, 2022] and [removed: accordingly] has been excluded from the above table.

Cross-

Our objectives in managing exposures to market-based fluctuations in certain retirement liabilities are to use total return swap contracts to reduce the volatility of earnings arising from changes in these retirement liabilities.

The amounts hedged using total return swap contracts are based on estimated liability balances.

| Average VAR | | | | | | 415 | | | | | | 62 | | | | | | 25 | | | | | | 4 | | | | | | 426 | | |

| Highest VAR | | | | | | 455 | | | | | | 72 | | | | | | 32 | | | | | | 7 | | | | | | 479 | | |

| Lowest VAR | | | | | | 376 | | | | | | 46 | | | | | | 20 | | | | | | 2 | | | | | | 394 | | |

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

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

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

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

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

The Company employed approximately [removed: 190,000] [added: 220,000] people as of October [removed: 2, 2021.][added: 1, 2022, of which approximately 166,000 were employed in the U.S. and approximately 54,000 were employed internationally.]

Our global workforce is comprised of approximately [removed: 80%] [added: 78%] full time and 15% part time employees, with another [removed: 5%] [added: 7%] being seasonal employees.

Some [removed: examples] of [added: our] key programs and initiatives [removed: that are focused] to attract, develop and retain our diverse workforce include:

[removed: Launched the] [added: ◦The Company’s] Reimagine Tomorrow [removed: digital destination,] [added: efforts, which build on] Disney’s [added: longstanding commitment to diversity, equity and inclusion, and features a website, Disney’s] first large-scale platform for amplifying underrepresented voices

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

[removed: ◦Championed targeted development programs for] [added: ◦Development programs, which target] underrepresented talent

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

[removed: ◦Sponsored over 75] [added: ◦Over 100] employee-led Business Employee Resource Groups [removed: (BERGs) that] [added: (BERGs), which] represent and support the diverse communities that make up our [removed: workforce.][added: workforce]

[removed: ◦Reimagined The] [added: ◦The] Disney Look appearance [removed: guidelines] [added: guidelines, which were updated] to cultivate a more inclusive environment that encourages and celebrates authentic expressions of belonging among employees

◦Healthcare options aimed at improving quality of care while [removed: reducing] [added: limiting] out-of-pocket costs

[removed: ◦Child] [added: ◦Family] care [added: resources, such as childcare] programs for employees, including access to onsite/community centers, enhanced back-up care choices to include personal caregivers, [removed: child care] [added: childcare] referral assistance and center discounts, homework [removed: help and] [added: help,] a variety of parenting educational resources [added: and a family building benefit supporting fertility treatments, adoptions or surrogacy]

◦Free mental and behavioral health resources, including on-demand access to the Employee Assistance Program [removed: (EAP)] for employees and their dependents

[removed: ◦Covered all COVID-19] [added: ◦A multi-layered response to COVID-19, including] testing and treatment under all Company medical plans at no cost to [removed: the] employees and dependents

More than [removed: 12,000] [added: 16,000 current] employees [removed: are currently] [added: have] enrolled in [added: or graduated from a] Disney [removed: Aspire,] [added: Aspire program,] and more than [removed: half] [added: two-thirds] of our program graduates have earned an Associate, [removed: Bachelor] [added: Bachelor’s] or Master’s degree.

[removed: ◦Pay] [added: We pay] 100% of [added: the] tuition costs upfront [added: for participating employees] at a variety of in-network learning providers and universities and reimburse employees for applicable books and [removed: fees][added: fees.]

These include online, instructor-led and on-the-job learning formats as well as executive talent and succession planning paired with an individualized development [removed: approach][added: approach.]

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

[removed: This year,] [added: In 2021,] we refreshed our CSR strategy to connect it more closely with the Company’s mission and [added: commercial offerings and] environmental and social [removed: issues] [added: opportunities] relevant to our business and employees.

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

[removed: with] [added: The strategy provides] a path to embedding these CSR priorities into our offerings and operations in addition to our philanthropy.

These [removed: include] goals [removed: to reach] [added: include, among others, achieving] net zero Scope 1 and 2 greenhouse gas emissions for our direct [removed: operations] [added: operations,] and zero waste to landfill at our wholly owned and operated parks and resorts by 2030.

[removed: The] DMED [removed: 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 [removed: Sales/Licensing and content is generally created by three production/content licensing groups: Studios, General Entertainment and Sports.][added: Sales/Licensing.]

◦Disney+, Disney+ Hotstar, ESPN+, Hulu and Star+ direct-to-consumer (DTC) [added: video] streaming services

◦Sale/licensing of film and television content to third-party television and [removed: subscription] [added: subscription/advertising] video-on-demand (TV/SVOD) services

- A 30% ownership interest in Tata [added: Play Limited (formerly Tata] Sky [removed: Limited,] [added: Limited),] which operates a direct-to-home satellite distribution platform in India

- TV/SVOD distribution - Licensing fees and other revenue for the right to use our film and television productions and revenue from fees charged to customers to view our sports programming (“pay-per-view”) and [added: fees for] streaming access to films that are also playing in theaters (“Premier Access”).

TV/SVOD distribution revenue is primarily reported in Content Sales/Licensing, except for pay-per-view and Premier Access [removed: revenue,] [added: revenues,] which [removed: is] [added: are] reported in [removed: Direct-to-Consumer][added: Direct-to-Consumer.]

- Home entertainment - [removed: Sale] [added: Sales] of our film and television content to retailers and distributors in home video formats

[removed: Operating expenses] [added: Programming and production costs] also [removed: includes] [added: include] fees paid to Linear Networks from other DMED businesses for the right to air our linear networks and related services.

Programming and production costs include amortization of [removed: acquired] licensed programming rights (including sports rights), amortization of capitalized production [removed: costs (including participations and residuals) and] [added: costs, subscriber-based fees for programming our Hulu services,] production costs related to live programming such as news and [removed: sports.][added: sports and amortization of participations and residual obligations.]

These costs are largely incurred across [removed: three] [added: four] content [removed: creation] [added: creation/licensing] groups, as follows:

◦General Entertainment - Primarily [added: internal production of and] acquisition of rights to [removed: and internal production of] episodic television programs and news content.

- Selling, general and administrative [added: costs, including marketing] costs

[removed: In response to these changes, the] [added: The] Company has significantly increased its focus on distribution of content via our own DTC streaming services relative to [removed: distribution along] traditional [removed: patterns.][added: distribution of content.]

- rather than selling our content in the TV/SVOD market, we [removed: may choose to] [added: generally] distribute it on our DTC streaming services; [added: and]

- in part because of the impact of COVID-19 on theatrical markets around the world, we may alter our traditional theatrical distribution approach, for example by making a film available on our DTC streaming services at the same time it is in [removed: theaters; and][added: theaters or shortly thereafter (e.g. Premier Access).]

Over time, all else being equal, these impacts will tend to increase revenue [added: and costs] at Direct-to-Consumer and reduce revenue [removed: at Linear Networks] and [added: costs at] Content [removed: Sales/Licensing.][added: Sales/Licensing and Linear Networks.]

In addition, at DMED we delayed, or in some cases, shortened or cancelled theatrical releases and experienced disruptions in the production and availability of content.

Operations have resumed at various points since May 2020, with certain theme park and resort operations and film and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021.

Although operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and safety measures and related increased expenses, capacity restrictions and closures (including at some of our international parks and in theaters in certain markets), and disruption of content production activities.

A significant number of employees in various parts of our businesses, including employees of our theme parks, and writers, directors, actors and production personnel for our productions are covered by collective bargaining agreements.

In addition, some of our employees outside the U.S. are represented by works councils, trade unions or other employee associations.

Our DE&I initiatives and programs include:

◦Global Well-Being Week (introduced in 2022), a dedicated week for employees around the world to celebrate, learn and engage in well-being through in-person and virtual events and activities focused on physical, emotional, financial, and social well-being

Content is generally created/licensed by four groups: Studios, General Entertainment, Sports and International.

- National Geographic magazine and online business

◦International - Primarily internal production of and acquisition of rights to local content outside the U.S. and Canada

In general, episodic television content was traditionally launched on our domestic linear networks and licensed for use globally in other TV/SVOD windows.

Our distribution approach is based on flexibility in our windowing strategy, and we may change our original launch and distribution strategy for any particular piece of content.

Distribution decisions may impact revenues and viewership, and the allocation of costs to our businesses/distribution platforms, particularly programming, production and marketing costs, depends on the distribution approach.

- ESPN app, which is an all-in-one sports content platform, serving fans with a personalized digital destination on streaming devices.

The app content includes news, highlights and real-time interactive features, including real-time scores, play-by-play and fantasy sports scores.

ESPN+ subscribers can access the ESPN+ content from the app.

- ESPN Radio, which is the largest sports radio network in the U.S. In fiscal 2022, the Company sold its four owned radio stations for an amount that was not material.

| FX | | | 74 | | |

(1)Based on Nielsen Media Research estimates as of September 2022 (except where noted).

Our international channels use content from the Company’s various studios, including library titles, as well as content acquired from third parties.

| Fox(1) | | | 139 | | |

| | | | | | |

| A&E | | | 69 | | |

(1)Based on Nielsen Media Research estimates as of September 2022.

Outside the U.S. and Latin America, Disney+ also includes a Star branded tile, which features general entertainment programming.

Programming includes television shows, movies, sports and original series in approximately ten languages, in addition to gaming and social features.

Disney+ Hotstar has exclusive streaming rights to cricket from the International Cricket Council (ICC) and the Board of Control for Cricket in India (BCCI), along with other cricket rights.

Star+ is a standalone DTC service in Latin America with a variety of general entertainment content and live sports programming.

Disney+ services use content from the Company’s various studios, including library titles, as well as content acquired from third parties.

The Company plans to introduce an ad-supported Disney+ service in the U.S. in December 2022 and internationally starting in late 2023.

During fiscal

2023, we expect to release approximately 20 films, although we may choose to distribute certain films exclusively on our DTC streaming services in certain territories.

Domestically, we distribute directly to retailers and wholesalers.

The library includes approximately 50 movies and approximately 30 series that the Studios group produced for initial distribution on our DTC platforms.

The library includes approximately 130 series that the General Entertainment group produced for initial distribution on our DTC platforms.

In fiscal 2023, General Entertainment plans to produce or commission more than 270 original programs, most of which will include multiple episodes.

Productions generally include comedies, dramas, animations, documentaries, specials, made for TV movies, shorts and network news content.

The vast majority of programming will be used on our Linear Networks and/or our DTC platforms.

International

The International group focuses on the development and production of locally created and relevant entertainment and sports content to support growth across the Company’s portfolio of streaming services.

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

We have delayed, or in some cases, shortened or cancelled theatrical releases, and stage play performances were suspended as of March 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.

We experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021, as well as the suspension of most film and television production in March 2020.

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.

The BERGs facilitate networking and connections with peers, outreach and mentoring, leadership and skill development and cross-cultural business innovation

◦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

- 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

Through Disney Aspire, we:

◦Provide access to a wide variety of degree, certificate, high school completion, college start, language learning and skilled trades programs

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

◦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, nor do they have to stay at the Company upon completion of their studies

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

The refreshed strategy provides employees

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

Programming and production costs are generally allocated across the DMED businesses based on the estimated relative value of the distribution windows.

Shifting consumer preferences for consumption of video content, and in particular the increasingly widespread adoption of video streaming technology, has significantly disrupted the traditional means and patterns of distribution for film and television content.

Episodic television content was traditionally distributed at linear networks and then in the TV/SVOD market.

- we may choose to offer our content in pay-per-view format on our own DTC streaming services (e.g. Premier Access) in addition to distributing it in traditional home entertainment markets.

Disney Channels also includes the DisneyNOW App and website.

- ESPN App, which delivers scores, news, stories, highlights, short form video, podcasts and live audio, with fourteen editions in three languages globally.

The ESPN App is available for download on various internet-connected devices.

- ESPN Radio, which is the largest sports radio network in the U.S. and includes four ESPN owned stations in New York, Los Angeles, Chicago and Dallas.

Freeform also includes the Freeform App and website.

| FX | | | 77 | | |

(1)As a result of COVID-19, we understand there have been disruptions in Nielsen Media Research’s ability to collect in-home data, which may have had an impact on the estimated subscriber counts at September 2020 and September 2021.

We believe these disruptions were more significant at September 2020 than at September 2021.

ABC provides online access to in-depth worldwide news and certain other programming through various Company operated and third party distribution platforms.

The channels air programming from the Company’s content production groups, locally produced content and licensed programming.

Disney branded television channels include Disney Channel, Disney Junior, Disney XD and Disney International HD.

As disclosed in Note [removed: 15] [added: 14] to the Consolidated Financial Statements, the Company is engaged in certain legal matters, and the disclosure set forth in Note [removed: 15] [added: 14] relating to certain legal matters is incorporated herein by reference.

For the fiscal year ended October [removed: 2, 2021][added: 1, 2022]

[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: $343.0] [added: $249.5] billion.

There were [removed: 1,817,655,948] [added: 1,823,591,988] shares of common stock outstanding as of November [removed: 17, 2021.][added: 16, 2022.]

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the [removed: 2022] [added: 2023] annual meeting of the Company’s shareholders.

| ITEM 1. | | | [removed: [Business](#i38ede6ac0fed40ab821ebfc9f1f7e403_13)] [added: [Business](#i225682e36b4940d388ae4577116e8630_13)] | | | [removed: [1](#i38ede6ac0fed40ab821ebfc9f1f7e403_10)] [added: [2](#i225682e36b4940d388ae4577116e8630_10)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i38ede6ac0fed40ab821ebfc9f1f7e403_37)] [added: Factors](#i225682e36b4940d388ae4577116e8630_28)] | | | [removed: [18](#i38ede6ac0fed40ab821ebfc9f1f7e403_37)] [added: [19](#i225682e36b4940d388ae4577116e8630_28)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i38ede6ac0fed40ab821ebfc9f1f7e403_40)] [added: Comments](#i225682e36b4940d388ae4577116e8630_31)] | | | [removed: [27](#i38ede6ac0fed40ab821ebfc9f1f7e403_40)] [added: [28](#i225682e36b4940d388ae4577116e8630_31)] | | |

| ITEM 2. | | | [removed: [Properties](#i38ede6ac0fed40ab821ebfc9f1f7e403_43)] [added: [Properties](#i225682e36b4940d388ae4577116e8630_34)] | | | [removed: [27](#i38ede6ac0fed40ab821ebfc9f1f7e403_43)] [added: [28](#i225682e36b4940d388ae4577116e8630_34)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i38ede6ac0fed40ab821ebfc9f1f7e403_46)] [added: Proceedings](#i225682e36b4940d388ae4577116e8630_37)] | | | [removed: [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_46)] [added: [28](#i225682e36b4940d388ae4577116e8630_37)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i38ede6ac0fed40ab821ebfc9f1f7e403_49)] [added: Disclosures](#i225682e36b4940d388ae4577116e8630_40)] | | | [removed: [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_49)] [added: [29](#i225682e36b4940d388ae4577116e8630_40)] | | |

| [Information About our Executive [removed: Officers](#i38ede6ac0fed40ab821ebfc9f1f7e403_52)] [added: Officers](#i225682e36b4940d388ae4577116e8630_43)] | | | | | | [removed: [28](#i38ede6ac0fed40ab821ebfc9f1f7e403_52)] [added: [29](#i225682e36b4940d388ae4577116e8630_43)] | | |

| ITEM 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i38ede6ac0fed40ab821ebfc9f1f7e403_58)] [added: Securities](#i225682e36b4940d388ae4577116e8630_49)] | | | [removed: [30](#i38ede6ac0fed40ab821ebfc9f1f7e403_58)] [added: [30](#i225682e36b4940d388ae4577116e8630_49)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i38ede6ac0fed40ab821ebfc9f1f7e403_64)] [added: Operations](#i225682e36b4940d388ae4577116e8630_55)] | | | [removed: [31](#i38ede6ac0fed40ab821ebfc9f1f7e403_64)] [added: [31](#i225682e36b4940d388ae4577116e8630_55)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i38ede6ac0fed40ab821ebfc9f1f7e403_139)] [added: Risk](#i225682e36b4940d388ae4577116e8630_100)] | | | [removed: [54](#i38ede6ac0fed40ab821ebfc9f1f7e403_139)] [added: [53](#i225682e36b4940d388ae4577116e8630_100)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i38ede6ac0fed40ab821ebfc9f1f7e403_142)] [added: Data](#i225682e36b4940d388ae4577116e8630_103)] | | | [removed: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_142)] [added: [54](#i225682e36b4940d388ae4577116e8630_103)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i38ede6ac0fed40ab821ebfc9f1f7e403_145)] [added: Disclosure](#i225682e36b4940d388ae4577116e8630_106)] | | | [removed: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_145)] [added: [54](#i225682e36b4940d388ae4577116e8630_106)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i38ede6ac0fed40ab821ebfc9f1f7e403_148)] [added: Procedures](#i225682e36b4940d388ae4577116e8630_109)] | | | [removed: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_148)] [added: [54](#i225682e36b4940d388ae4577116e8630_109)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i38ede6ac0fed40ab821ebfc9f1f7e403_151)] [added: Information](#i225682e36b4940d388ae4577116e8630_112)] | | | [removed: [55](#i38ede6ac0fed40ab821ebfc9f1f7e403_151)] [added: [55](#i225682e36b4940d388ae4577116e8630_112)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i38ede6ac0fed40ab821ebfc9f1f7e403_157)] [added: Governance](#i225682e36b4940d388ae4577116e8630_121)] | | | [removed: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_157)] [added: [56](#i225682e36b4940d388ae4577116e8630_121)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i38ede6ac0fed40ab821ebfc9f1f7e403_160)] [added: Compensation](#i225682e36b4940d388ae4577116e8630_124)] | | | [removed: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_160)] [added: [56](#i225682e36b4940d388ae4577116e8630_124)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i38ede6ac0fed40ab821ebfc9f1f7e403_163)] [added: Matters](#i225682e36b4940d388ae4577116e8630_127)] | | | [removed: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_163)] [added: [56](#i225682e36b4940d388ae4577116e8630_127)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i38ede6ac0fed40ab821ebfc9f1f7e403_166)] [added: Independence](#i225682e36b4940d388ae4577116e8630_130)] | | | [removed: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_166)] [added: [56](#i225682e36b4940d388ae4577116e8630_130)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i38ede6ac0fed40ab821ebfc9f1f7e403_169)] [added: Services](#i225682e36b4940d388ae4577116e8630_133)] | | | [removed: [56](#i38ede6ac0fed40ab821ebfc9f1f7e403_169)] [added: [56](#i225682e36b4940d388ae4577116e8630_133)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i38ede6ac0fed40ab821ebfc9f1f7e403_175)] [added: Schedules](#i225682e36b4940d388ae4577116e8630_139)] | | | [removed: [57](#i38ede6ac0fed40ab821ebfc9f1f7e403_175)] [added: [57](#i225682e36b4940d388ae4577116e8630_139)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i38ede6ac0fed40ab821ebfc9f1f7e403_178)] [added: Summary](#i225682e36b4940d388ae4577116e8630_142)] | | | [removed: [61](#i38ede6ac0fed40ab821ebfc9f1f7e403_178)] [added: [61](#i225682e36b4940d388ae4577116e8630_142)] | | |

| [Consolidated Financial Information — The Walt Disney [removed: Company](#i38ede6ac0fed40ab821ebfc9f1f7e403_184)] [added: Company](#i225682e36b4940d388ae4577116e8630_148)] | | | | | | [removed: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184)] [added: [63](#i225682e36b4940d388ae4577116e8630_148)] | | |

| ITEM 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i225682e36b4940d388ae4577116e8630_115) | | | [55](#i225682e36b4940d388ae4577116e8630_115) | | |

| [SIGNATURES](#i225682e36b4940d388ae4577116e8630_145) | | | | | | [62](#i225682e36b4940d388ae4577116e8630_145) | | |

| | | | | | | | | |

Cautionary Note on Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results, business plans (including statements regarding new services and products and future expenditures, costs and investments), future liabilities, impairments and amortization, competition, and the impact of COVID-19 on our businesses and results of operations.

In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “anticipates,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements reflect our current views with respect to future events and are based on assumptions as of the date of this report.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions and our cost structure) or other business decisions, as well as from developments beyond the Company’s control, including:

- further deterioration in domestic and global economic conditions;

- deterioration in or pressures from competitive conditions, including competition to create or acquire content;

- consumer preferences and acceptance of our content, offerings, pricing model and price increases and the market for advertising sales on our direct-to-consumer services and linear networks;

- health concerns and their impact on our businesses and productions;

- international, regulatory, legal, political, or military developments;

- technological developments;

- labor markets and activities;

- adverse weather conditions or natural disasters; and

- availability of content;

each such risk includes the current and future impacts of, and is amplified by, COVID-19 and related mitigation efforts.

Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable):

- our operations, business plans or profitability;

- demand for our products and services;

- the performance of the Company’s content;

- our ability to create or obtain desirable content at or under the value we assign the content;

- the advertising market for programming;

- income tax expense; and

- performance of some or all Company businesses either directly or through their impact on those who distribute our products.

Additional factors include those described in this Annual Report on Form 10-K, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange Commission.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances.

You should not place undue reliance on the forward-looking statements.

Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.

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

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: 2021 and] [added: 2022] that remain unresolved.

| Burbank, CA & surrounding cities(1) | | | | | | Buildings [removed: (1,806,000] [added: (1,821,000] ft2) | | | | | | Leased Office/Warehouse | | | | | | Corporate/DMED/DPEP | | |

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

| [removed: Los Angeles,] [added: San Francisco,] CA | | | | | | Buildings [removed: (2,267,000] [added: (638,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes [removed: 118,000] [added: 47,000] ft2 sublet to third-party tenants) | | | | | | [removed: Corporate/DMED/DPEP] [added: Corporate/DMED] | | |

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

| New York, NY | | | | | | Land (2 acres) & Buildings [removed: (2,716,000] [added: (2,186,000] ft2) | | | | | | Leased Office/Production/Theater/Warehouse (includes [removed: 676,000] [added: 679,000] ft2 sublet to third-party tenants) | | | | | | Corporate/DMED/DPEP | | |

| [removed: San Francisco,] [added: Los Angeles,] CA | | | | | | Buildings [removed: (642,000] [added: (3,051,000] ft2) | | | | | | Leased Office/Production/Technical/Theater [removed: (includes 47,000 ft2 sublet to third-party tenants)] | | | | | | [removed: Corporate/DMED] [added: Corporate/DMED/DPEP] | | |

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

| Robert A. Chapek | | | | | | [removed: 62] [added: 63] | | | | | | Chief Executive Officer(2) | | | | | | 2020 [added: - 11/20/2022] | | |

| [removed: Alan N. Braverman] [added: Horacio E. Gutierrez] | | | | | | [removed: 73] [added: 57] | | | | | | Senior Executive Vice [removed: President, General Counsel] [added: President] and [removed: Secretary] [added: General Counsel(4)] | | | | | | [removed: 2003] [added: 2022] | | |

| Christine M. McCarthy | | | | | | [removed: 66] [added: 67] | | | | | | Senior Executive Vice President and Chief Financial Officer(3) | | | | | | 2005 | | |

| Paul J. Richardson | | | | | | [removed: 56] [added: 57] | | | | | | Senior Executive Vice President and Chief Human Resources [removed: Officer(4)] [added: Officer(5)] | | | | | | 2021 | | |

(1)Mr. Iger was appointed [added: Chief] Executive [removed: Chairman] [added: Officer] effective [removed: February 24, 2020.][added: November 20, 2022.]

(2)Mr. Chapek was appointed Chief Executive Officer effective February 24, [removed: 2020.][added: 2020 and served as Chief Executive Officer until November 20, 2022.]

He served as Chairman of Disney Parks, Experiences and Products since the segment’s creation in 2018, and prior to that was [added: the] Chairman of Walt Disney Parks and Resorts [removed: since] [added: from] 2015.

[removed: (4)Mr.] [added: (5)Mr.] Richardson was appointed Senior Executive Vice President and Chief Human Resources Officer effective July 1, 2021.

[removed: (5)Ms. Mucha] [added: (6)Ms. Schake] was appointed Senior Executive Vice President [removed: Corporate] [added: and Chief] Communications [added: Officer] effective [removed: August 2016.][added: June 29, 2022.]

[removed: She was previously] [added: Previously, she served as] Executive Vice [removed: President Corporate] [added: President, Global] Communications from [removed: March 2005.][added: April 2022.]

As of November 20, 2022, the following individuals have served as executive officers since the beginning of our last fiscal year:

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

| Robert A. Iger | | | | | | 71 | | | | | | Chief Executive Officer(1) | | | | | | 11/20/2022 | | |

| Kristina K. Schake | | | | | | 52 | | | | | | Senior Executive Vice President and Chief Communications Officer(6) | | | | | | 2022 | | |

He previously served as Executive Chairman of the Company from February 2020 through December 2021 and as Chief Executive Officer of the Company from September 2005 to February 2020.

(4)Mr. Gutierrez was appointed Senior Executive Vice President and General Counsel effective February 1, 2022.

Prior to joining the Company, he served as Head of Global Affairs and Chief Legal Officer for Spotify Technology S.A. (Spotify) from November 2019 to January 2022, where he led a global, multi-disciplinary team of business, corporate communications and public affairs, government relations, licensing, operations and legal professionals responsible for the company’s work in areas including industry relations, content partnerships, public policy, and trust & safety.

He was previously Spotify’s General Counsel - Vice President, Business & Legal Affairs from April 2016 to November 2019.

Prior to joining the Company, she was appointed by the President of the United States as Counselor for Strategic Communications to the Secretary of the U.S. Department of Health and Human Services, leading a nationwide public education campaign from March 2021 to December 2021.

Prior to that, she served as Global Communications Director for Instagram, a subsidiary of Meta Platforms, Inc., from March 2017 to March 2019, where she oversaw the communications teams in North America, Latin America, Europe, and Asia.

Each of the executive officers has been employed by the Company for more than five years.

At October 2, 2021, the executive officers of the Company were as follows:

| Robert A. Iger | | | | | | 70 | | | | | | Executive Chairman(1) | | | | | | 2000 | | |

| Zenia B. Mucha | | | | | | 65 | | | | | | Senior Executive Vice President Corporate Communications(5) | | | | | | 2018 | | |

He is also Chairman of the Board from March 2012.

He was Chief Executive Officer from October 2005 to February 2020.

The Company did not pay a dividend with respect to fiscal year 2020 [added: nor fiscal year 2021] operations and has not declared or paid a dividend with respect to fiscal [removed: 2021] [added: 2022] operations.

As of October [removed: 2, 2021,] [added: 1, 2022,] the approximate number of common shareholders of record was [removed: 813,000.][added: 793,000.]

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: 2, 2021:][added: 1, 2022:]

[removed: (1)46,926] [added: (1)75,841] shares were purchased on the open market to provide shares to participants in the Walt Disney Investment [removed: Plan (WDIP).][added: Plan.]

The Company paid a dividend of $1.6 billion in fiscal year 2020 related to operations in the second half of fiscal 2019.

| July 3, 2022 – July 31, 2022 | | | | | | 30,343 | | | | | | $ | 100.81 | | | | | — | | | | | | n/a | | |

| August 1, 2022 – August 31, 2022 | | | | | | 22,440 | | | | | | 119.99 | | | | | | — | | | | | | n/a | | |

| September 1, 2022 – October 1, 2022 | | | | | | 23,058 | | | | | | 107.38 | | | | | | — | | | | | | n/a | | |

| Total | | | | | | 75,841 | | | | | | 108.48 | | | | | | — | | | | | | n/a | | |

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 Index to Financial Statements and Supplemental Data on page [removed: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184).][added: [63](#i225682e36b4940d388ae4577116e8630_148).]

Based on their evaluation as of October [removed: 2, 2021,] [added: 1, 2022,] 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: [64](#i38ede6ac0fed40ab821ebfc9f1f7e403_187)] [added: [64](#i225682e36b4940d388ae4577116e8630_151)] 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: 2, 2021] [added: 1, 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 “Delinquent Section 16(a) Reports,” “The Board of Directors,” “Committees,” “Governing Documents,” “Director Selection Process” and “Election of Directors” in the Company’s Proxy Statement for the [removed: 2022] [added: 2023] annual meeting of Shareholders is hereby incorporated by reference.

Information appearing under the captions “Director Compensation,” and “Executive Compensation” (other than the “Compensation Committee Report,” which is deemed furnished herein by reference, and the “Letter from the Compensation Committee”) in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement is hereby incorporated by reference.

See Index to Financial Statements and Supplemental Data on page [removed: [63](#i38ede6ac0fed40ab821ebfc9f1f7e403_184).][added: [63](#i225682e36b4940d388ae4577116e8630_148).]

| [removed: 10.2] [added: 10.3] | | | | | | 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: 10.3] [added: 10.4] | | | | | | 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: 10.4] [added: 10.5] | | | | | | 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: 10.5] [added: 10.6] | | | | | | 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: 10.6] [added: 10.7] | | | | | | 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) | | |

| [removed: 10.7] [added: 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 November 30, 2018 † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 3, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex101.htm) | | |

| [removed: 10.8] [added: 10.9] | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019 † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 4, 2019](http://www.sec.gov/Archives/edgar/data/1001039/000110465919012269/a19-5790_1ex10d1.htm#Exhibit10_1_124118) | | |

| [removed: 10.9] [added: 10.10] | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011 and as previously amended, between the Company and Robert A. Iger, dated February 24, 2020 † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 25, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit101.htm) | | |

| [removed: 10.10] [added: 10.11] | | | | | | Employment [removed: Agreement,] [added: Agreement] dated as of [removed: September 27, 2013] [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 Legacy Disney filed [removed: October 2, 2013](http://www.sec.gov/Archives/edgar/data/1001039/000100103913000139/fy2014_q1x8kxex101xbraverm.htm)] [added: June 30, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000176/employmentagreementchristi.htm)] | | |

| [removed: 10.11] [added: 10.12] | | | | | | Amendment dated [removed: February 4, 2015] [added: August 15, 2017] to the Employment Agreement dated as of [removed: September 27, 2013] [added: July 1, 2015] between the Company and [removed: Alan N. Braverman] [added: Christine M. McCarthy] † | | | | | | [Exhibit [removed: 10.2] [added: 10.4] to the Current Report on Form 8-K of Legacy Disney filed [removed: February 5, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000069/braverman_02-03x15xexecuti.htm)] [added: August 17, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000147/fy2017_q4xex104xmccarthyam.htm)] | | |

| 10.13 | | | | | | Amendment dated December [removed: 3, 2018] [added: 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 [removed: Legacy Disney] [added: the Company] filed December [removed: 4, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000213/fy2019_q1x8kxbravermanamen.htm)] [added: 7, 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000223/fy2021q18kextex101.htm)] | | |

| 10.14 | | | | | | Amendment dated [removed: October 8, 2019] [added: December 21, 2021] 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 21, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000271/fy2022_q1xxmccarthyextensi.htm)] | | |

| [removed: 10.16] [added: 10.32] | | | | | | [removed: Employment Agreement dated as of July 1, 2015 between the Company] [added: Amended] and [removed: Christine M. McCarthy] [added: 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 [removed: June 30, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000176/employmentagreementchristi.htm)] [added: December 1, 2006](http://www.sec.gov/Archives/edgar/data/1001039/000119312506245425/dex101.htm)] | | |

| [removed: 10.18] [added: 10.2] | | | | | | Amendment dated [removed: December 2, 2020] [added: July 15, 2022] to [removed: Amended] [added: the] Employment Agreement dated [removed: as of July 1, 2015] [added: February 24, 2020,] between the Company and [removed: Christine M. McCarthy] [added: Robert Chapek] † | | | | | | [Exhibit 10.1 to the [removed: Current Report on] Form [removed: 8-K] [added: 10-Q] of the Company [removed: filed December 7, 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000223/fy2021q18kextex101.htm)] [added: for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex101.htm)] | | |

| [removed: 10.19] [added: 10.50] | | | | | | [removed: Employment Agreement, dated as] [added: Form] of [removed: September 27, 2018 between the Company and Zenia Mucha] [added: Non-Qualified Stock Option Award Agreement] † | | | | | | [Exhibit [removed: 10.4] [added: 10.12] to the Form 10-Q of Legacy Disney for the quarter ended December 29, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex104.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1012.htm)] | | |

| [removed: 10.20] [added: 10.16] | | | | | | 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) | | |

| [removed: 10.21] [added: 10.24] | | | | | | 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: 10.24] [added: 10.27] | | | | | | 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: 10.25] [added: 10.28] | | | | | | 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: 10.26] [added: 10.29] | | | | | | Amended and Restated 2002 Executive Performance Plan † | | | | | | [Annex A to the Proxy Statement for the 2013 Annual Meeting of [removed: the Registrant](http://www.sec.gov/Archives/edgar/data/1001039/000120677413000240/waltdisney_def14a.htm)] [added: Legacy Disney](http://www.sec.gov/Archives/edgar/data/1001039/000120677413000240/waltdisney_def14a.htm)] | | |

| [removed: 10.27] [added: 10.30] | | | | | | Management Incentive Bonus Program † | | | | | | [The portions of the tables labeled [removed: “Performance based] [added: “Performance-based] Bonus” in the sections of the Proxy Statement for the [removed: 2021] [added: 2022] annual meeting titled [removed: “Compensation] [added: “Executive Compensation] Program [removed: Elements] [added: Structure] - Objectives and [added: Methods - Objectives and] Key Features” and “Compensation Process” and the section of the Proxy Statement titled “Performance [removed: Goals”](https://www.sec.gov/Archives/edgar/data/1744489/000119312521011571/d52842ddef14a.htm)] [added: Goals”](https://www.sec.gov/Archives/edgar/data/1744489/000119312522012592/d249883ddef14a.htm)] | | |

| [removed: 10.28] [added: 10.31] | | | | | | 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: 10.30] [added: 10.33] | | | | | | 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: 10.31] [added: 10.34] | | | | | | 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: 10.32] [added: 10.35] | | | | | | 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: 10.33] [added: 10.36] | | | | | | Second Amendment to the Disney Key Employees Retirement Savings Plan † | | | | | | [removed: [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000220/fy2021_q4x10kxex1033.htm)] [added: [Exhibit 10.33 to the Form 10-K of the Company for the fiscal year ended October 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000220/fy2021_q4x10kxex1033.htm)] | | |

| [removed: 10.34] [added: 10.38] | | | | | | Group Personal Excess Liability Insurance Plan † | | | | | | [Exhibit [removed: 10(x)] [added: 10.8] to the Form [removed: 10-K] [added: 10-Q] of [removed: Legacy Disney] [added: the Company] for the [removed: fiscal year] [added: quarter] ended [removed: September 30, 1997](http://www.sec.gov/Archives/edgar/data/1001039/0000898430-97-005380.txt)] [added: January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex108.htm)] | | |

| [removed: 10.35] [added: 10.39] | | | | | | Form of Non-Qualified Stock Option Award Agreement † | | | | | | [Exhibit 10.2 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_q1x10qxex102.htm) | | |

| [removed: 10.36] [added: 10.42] | | | | | | Form of [removed: Restricted] [added: Performance-Based] Stock Unit Award Agreement [removed: (Time-Based Vesting)] [added: (Section 162(m) Vesting Requirement)] † | | | | | | [Exhibit [removed: 10.3] [added: 10.4] to the Form 10-Q of the Company for the quarter ended January 2, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex103.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex104.htm)] | | |

| [removed: 10.37] [added: 10.45] | | | | | | Form of Performance-Based [added: Restricted] Stock Unit Award Agreement [removed: (Section] [added: (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section] 162(m) Vesting [removed: Requirement)] [added: Requirements)] † | | | | | | [Exhibit [removed: 10.4] [added: 10.6] to the Form 10-Q of the Company for the quarter ended January 2, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex104.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex106.htm)] | | |

| [removed: 10.38] [added: 10.43] | | | | | | Form of [removed: Performance- Based] [added: 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) | | |

| [removed: 10.39] [added: 10.54] | | | | | | [removed: Form of] Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC [removed: Tests/Section 162(m) Vesting Requirements)] [added: tests) for Robert A. Iger dated as of December 14, 2021] † | | | | | | [Exhibit [removed: 10.6] [added: 10.11] to the Form 10-Q of the Company for the quarter ended January [removed: 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex106.htm)] [added: 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex1011.htm)] | | |

| [removed: 10.40] [added: 10.46] | | | | | | 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: 10.41] [added: 10.47] | | | | | | 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: 10.42] [added: 10.48] | | | | | | 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: 10.43] [added: 10.49] | | | | | | 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: 10.44] [added: 10.55] | | | | | | [removed: Form of] Non-Qualified Stock Option Award Agreement [added: for Robert A. Iger dated as of December 14, 2021] † | | | | | | [Exhibit 10.12 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 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex1012.htm)] | | |

| [removed: 10.45] [added: 10.51] | | | | | | 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) | | |

| [removed: 10.46] [added: 10.52] | | | | | | Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test) as Amended and Restated November 30, 2018 by and between the Company and Robert A. Iger † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 3, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex102.htm) | | |

| 10.15 | | | | | | Assignment of Employment Agreement dated January 19, 2022 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex103.htm) | | |

| 10.17 | | | | | | Employment Agreement, dated as of December 21, 2021 between the Company and Horacio E. Gutierrez † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex104.htm) | | |

| 10.18 | | | | | | Assignment of Employment Agreement dated January 31, 2022 between the Company and Horacio E. Gutierrez † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex105.htm) | | |

| 10.19 | | | | | | Amendment dated July 21, 2022 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez † | | | | | | [Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex102.htm) | | |

| 10.20 | | | | | | Employment Agreement, dated as of January 24, 2022 between the Company and Geoffrey S. Morrell † | | | | | | [Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex106.htm) | | |

| 10.21 | | | | | | Amended and Restated General Release, dated June 23, 2022, between the Company and Geoff Morrell † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex105.htm) | | |

| 10.22 | | | | | | Employment Agreement, dated June 29, 2022, between the Company and Kristina K. Schake † | | | | | | [Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex103.htm) | | |

| 10.23 | | | | | | Consulting Agreement between the Company and M. Jayne Parker † | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1023.htm) | | |

| 10.25 | | | | | | Description of Directors Compensation | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex101.htm) | | |

| 10.26 | | | | | | Form of Indemnification Agreement for certain officers and directors † | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm) | | |

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| 10.37 | | | | | | Third Amendment to the Disney Key Employees Retirement Savings Plan † | | | | | | [Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex109.htm) | | |

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| 10.40 | | | | | | Form of Non-Qualified Stock Option Award Agreement † | | | | | | [Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex106.htm) | | |

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| 10.41 | | | | | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | | | | | [Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex107.htm) | | |

| 10.44 | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1044.htm) | | |

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| 1.1 | | | | | | Underwriting Agreement, dated March 19, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein | | | | | | [Exhibit 1.1 to the Current Report on Form 8-K of the Company filed March 23, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000119312520081598/d893090dex11.htm) | | |

| 1.2 | | | | | | Underwriting Agreement, dated March 26, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and RBC Dominion Securities Inc. | | | | | | [Exhibit 1.1 to the Current Report on Form 8-K of the company filed March 30, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000119312520090228/d893789dex11.htm) | | |

| 1.3 | | | | | | Underwriting Agreement, dated May 11, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | | | | | | [Exhibit 1.1 to the Current Report on form 8-K of the Company filed May 13, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000119312520141148/d929769dex11.htm) | | |

| 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) | | |

| 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) | | |

| 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) | | |

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

| 10.23 | | | | | | Form of Indemnification Agreement for certain officers and directors † | | | | | | Annex C to the Proxy Statement for the 1987 annual meeting of DEI | | |

| 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) | | |

| Date: | | | November [removed: 24, 2021] [added: 29, 2022] | | | | | | By: | | | | | | /s/ ROBERT A. [removed: CHAPEK] [added: IGER] | | |

| /s/ ROBERT A. [removed: CHAPEK] [added: IGER] | | | | | | Chief Executive Officer and Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ CHRISTINE M. MCCARTHY | | | | | | Senior Executive Vice President and Chief Financial Officer | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ BRENT A. WOODFORD | | | | | | Executive Vice President-Controllership, Financial Planning and Tax | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ SUSAN E. ARNOLD | | | | | | [added: Chairman of the Board and] Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ MARY T. BARRA | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ SAFRA A. CATZ | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ AMY L. CHANG | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ FRANCIS A. DESOUZA | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ MICHAEL B.G. FROMAN | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ MARIA ELENA LAGOMASINO | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ CALVIN R. MCDONALD | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ MARK G. PARKER | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | November [removed: 24, 2021] [added: 29, 2022] | | |

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [64](#i38ede6ac0fed40ab821ebfc9f1f7e403_187)] [added: [64](#i225682e36b4940d388ae4577116e8630_151)] | | |

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 238)] | | | [removed: [65](#i38ede6ac0fed40ab821ebfc9f1f7e403_190)] [added: [65](#i225682e36b4940d388ae4577116e8630_154)] | | |