Walt Disney (DIS) 10-K risk factor changes: FY2023 vs FY2022

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

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

Collectively, our impacted businesses [removed: have] historically [added: have] been the source of the majority of our revenue.

[removed: Changes] [added: Declines] in U.S., global, and regional economic conditions [removed: are expected to have an adverse effect on] [added: generally adversely affect] the profitability of our businesses.

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

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

[added: Past declines in economic conditions reduced guest 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 as such conditions recur.

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

[removed: Economic] [added: Unfavorable economic] conditions [removed: can] also impair the ability of those with whom we do business to satisfy their obligations to us.

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

[removed: A decline in economic conditions could impact] implementation [added: or success] of our business plans, such as our plans to [removed: realign] [added: increase investment in] our [added: Experiences segment, the realignment of our] cost structure and [added: plans] for [removed: the new] [added: our] DTC ad-supported [removed: service,] [added: services, enhancements,] pricing structure and price increases.

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

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

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

The adverse impact on our businesses of [removed: the decline] [added: declines] in economic conditions [added: or a failure of conditions to improve as anticipated] will depend, in part, on [removed: its] [added: the] severity and duration [added: of such economic conditions] and our ability to mitigate the impacts of [removed: this decline] [added: economic conditions] on our businesses [removed: will] [added: may] be limited.

Changes in [removed: technology and] [added: technology,] in consumer consumption patterns [removed: may] [added: and in how entertainment products are created] affect demand for our entertainment products, the revenue we can generate from these products [removed: or] [added: and] the cost of producing or distributing [added: these] products.

The media entertainment and internet businesses in which we participate increasingly depend on our ability to successfully adapt to [added: new technologies including] shifting patterns of content consumption [removed: through the adoption] and [removed: exploitation of new technologies.][added: how entertainment products are generated.]

[removed: This trend has] [added: These developments have] impacted the business model for certain traditional forms of distribution, as evidenced by the industry-wide decline in ratings for broadcast [added: and cable] television, the reduction in demand for home entertainment sales of theatrical content, the development of alternative distribution channels for broadcast and cable programming and declines in subscriber levels for traditional cable [removed: channels, including for a number of our networks.][added: channels.]

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

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

To date [removed: we] [added: our DTC streaming services] have experienced significant [removed: losses in our DTC businesses.][added: losses.]

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

The success of our businesses depends on our ability to consistently create compelling content, which may be distributed, among other ways, through broadcast, cable, [added: theaters,] internet or [removed: cellular] [added: mobile] technology, [added: and used in] 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 [added: entertainment experiences.]

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

In addition, many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside the U.S. The success 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, [added: launch of new sports-related studio programming,] theme park attractions, cruise ships or hotels and other facilities or customer facing platforms before we [removed: know the extent to which these products will earn consumer 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.]

[removed: COVID-19 and distribution innovation] [added: Distribution innovations, including] in response to [removed: COVID-19 has] [added: COVID-19, have] increased opportunities to access content in unauthorized ways.

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

[removed: In] addition, we provide [removed: some] confidential, proprietary and personal information to third parties in certain cases, which [removed: may] [added: information is] also [removed: be compromised.][added: subject to risk of compromise.]

If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may be damaged resulting in loss of business or morale, and [removed: we may incur costs to remediate possible] [added: related remediation of] harm to our customers and employees or damages arising from litigation and/or [removed: to pay] fines or [removed: take] other [removed: action] [added: actions we take] with respect to judicial or regulatory actions arising out of [removed: the incident.][added: an incident create additional costs.]

Insurance we obtain [removed: may] [added: does] not cover [added: all potential] losses or damages associated with such attacks or events.

Our systems and users and those of third parties with whom we engage are continually attacked, sometimes [removed: successfully.][added: successfully, and there can be no assurance that future incidents will not have material adverse effects on our operations or financial results.]

A variety of uncontrollable events may [added: disrupt our businesses,] reduce demand for or consumption of our products and services, impair our ability to provide our products and services or increase the cost or reduce the profitability of providing our products and services.

[removed: Demand] [added: The operation and profitability of our businesses and demand] for and consumption of our products and services, particularly our [removed: theme] parks and [removed: resorts, is] [added: experiences businesses, are] highly dependent on the general environment for travel and [removed: tourism.][added: tourism, including in the specific regions in which our parks and experiences businesses operate.]

The [added: operation of our businesses and the] environment for travel and tourism, as well as demand for and consumption of [added: our] 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 health outbreaks and pandemics); adverse weather conditions arising from short-term weather patterns or long-term climate change, [added: including longer and more regular excessive heat conditions,] catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, droughts, tsunamis and earthquakes); international, political or military [removed: developments (including] [added: developments, including trade and other international disputes and] social [removed: unrest);] [added: unrest; macroeconomic conditions, including] a decline in economic [removed: activity;] [added: activity, inflation] and [added: foreign exchange rates; and] terrorist attacks.

Moreover, the costs of protecting against such [removed: incidents, including the costs of protecting against the spread of COVID-19,] [added: incidents] reduces the profitability of our operations.

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

The Company has paused certain operations in certain [removed: regions] [added: regions, including in response to sanctions, trade restrictions] and [added: related developments and] the profitability of certain operations has been impacted as a result of events in the corresponding regions.

A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third [removed: parties,] [added: parties or materially impacted a supplier of a significant product or service,] the profitability of one or more of our businesses could be adversely affected.

In specific geographic markets, we have experienced delayed and/or partial payments from certain [removed: affiliate partners] [added: third parties] due to liquidity issues.

Recent inflationary conditions increased certain of our costs.

A decline in economic conditions or a failure of conditions to improve as anticipated could impact

These trends have decreased advertising and affiliate revenue at some of our linear networks.

Rules governing new technological developments, such as developments in generative artificial intelligence (AI), remain unsettled, and these developments may affect aspects of our existing business model, including revenue streams for the use of our IP and how we create our entertainment products.

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know the extent to which these products will earn consumer 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.

Generally, our revenues and profitability are adversely impacted when our entertainment offerings and products, as well as our methods to make our offerings and products available to consumers, do not achieve sufficient consumer acceptance.

As copyrights expire, we expect that revenues generated from such IP will be negatively impacted to some extent.

The legal landscape for some new technologies, including some generative AI, remains uncertain, and development of the law in this area could impact our ability to protect against infringing uses.

In addition, the availability of copyright protection and other legal protections for IP generated by certain new technologies, such as generative AI, is uncertain.

In

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In addition, we have extensive international operations, including our international theme parks and resorts, which are dependent on domestic and international regulations consistent with trade and investment in those regions.

The profitability of one or more of our businesses could be adversely impacted by the significant contraction of distribution channels for our products and services, including through third-party licensees or sellers of our licensed goods and services.

In addition, third-party suppliers provide products and services essential to the operation of a number of our businesses.

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

For example, in fiscal 2023, we reorganized our media and entertainment operations, which had been previously reported in one segment, into two segments, Entertainment and Sports; in fiscal 2023 we announced that we would review content, primarily on our DTC services, for alignment with a strategic change in our approach to content curation, resulting in removal of certain content from our platforms and related impairment charges; in fiscal 2022, we announced plans to introduce an ad-supported Disney+ service, new pricing model and price increases and cost realignment; in fiscal 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.

Changes in strategy, such as was the case with the most recent reorganization of our media and entertainment operations, can lead to workforce disruptions.

For example, in fiscal 2023, we announced that we are developing plans to accelerate and expand investment in our Experiences segment.

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

For example, a recent carriage agreement renewal includes fewer of our linear networks but provides for certain of our DTC streaming services to be made available to the distributor’s subscribers.

- U.S. and international anti-corruption laws, sanction programs, trade restrictions and anti-money laundering laws.

In addition, ongoing and future developments in international political, trade and security policy may lead to new regulations

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

limiting international trade and investment and disrupting our operations outside the U.S., including our international theme parks and resorts operations in France, mainland China and Hong Kong.

In Florida, steps directed at the Company (including the passage of legislation) have been taken and future actions have been threatened, which collectively could negatively impact (and may have already impacted) our ability to execute on our business strategy, our costs and the profitability of our operations in Florida.

Further, in response to the COVID-19 pandemic, public health and other regional, national, state and local regulations and policies impacted most of our businesses.

In addition, we have undertaken or announced a number of related actions and goals, which will require changes to operations and ongoing investment.

The success of our DTC strategy and profitability of our DTC streaming services will be impacted by the success of the reorganization of our media and entertainment business and our ability to advance our DTC strategies, drive subscriber additions and retention based on the attractiveness of our content,

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

There are a number of competing DTC businesses.

Acquisition of new subscribers to our DTC streaming services is not linear, and we have experienced net losses of subscribers in some periods.

On June 5, 2023, Standard and Poor’s upgraded our long-term debt ratings by one notch to A-.

Downgrades to our debt rating may negatively impact our cost of borrowings and/or make it more difficult for us to obtain financing on acceptable terms.

From time to time, collective bargaining agreements and other labor agreements expire, requiring renegotiation of their terms.

For example, on May 2, 2023, members of the Writers Guild of America (WGA) commenced a work stoppage, which lasted for almost five months.

On July 14, 2023, members of SAG-AFTRA, the union representing television and movie actors, also commenced a work stoppage, which lasted for almost four months.

These work stoppages have impacted our

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

productions and the pipeline for programming and theatrical releases, which could result in reduced revenue and have an adverse effect on our profitability.

The adverse impact of COVID-19 on our businesses will continue for an unknown length of time and may continue to impact certain of our key sources of revenue.

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

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.

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

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

Some industries in which our customers operate, such as theatrical distribution, retail and travel, have experienced, and could 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 continue to have, negative impacts.

For example, in response to COVID-19 impacts, we incurred significant additional indebtedness and delayed or suspended certain projects in which we have invested, particularly at our parks and resorts and studio operations.

In addition, we may take mitigation actions in the future 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 dividends; further suspending or reducing capital spending; reducing film and television content investments; implementing furloughs or reductions in force or modifying our operating strategy.

These and other of our mitigating actions may have an adverse impact on our businesses.

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

Geographic variation in government requirements and ongoing changes to restrictions have disrupted and could further disrupt our businesses, including our production operations.

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 expansion of the Omicron subvariants or other variants, and other future health outbreaks and pandemics.

For example, our international parks have reopened and closed multiple times since the onset of COVID-19.

Some of our employees who returned to work were later refurloughed.

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

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

COVID-19 also makes it more challenging for management to estimate future performance of our businesses.

COVID-19 has already adversely impacted our businesses and net cash flow, and we expect the ultimate magnitude of these disruptions on our financial and operational results will be dictated by the length of time that such disruptions continue which will, in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact and duration of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

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

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

Declines in linear viewership have resulted in decreased advertising revenue.

entertainment experiences.

If our entertainment offerings and products (including our content offerings, which have been impacted by 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.

Revenues generated from this intellectual property could be negatively impacted.

cyberattacks.

For example, many losses related to impacts of COVID-19 have not been covered by insurance available to us.

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

retail stores; and we have announced exploration of a number of new types of businesses.

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

For example, current conditions, including COVID-19 and our business decisions, have reduced the value of some of our assets.

In addition, we increasingly face competition for advertising sales from internet and mobile delivered content, which offer advertising delivery technologies that are more targeted than can be achieved through traditional means.

Public health and other regional, national, state and local regulations and policies are impacting our ability to operate our businesses at all or in accordance with historic practice.

Our risks of operating internationally have increased following the completion of the TFCF acquisition, which increased the importance of international operations to our future operations, growth and prospects.

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

An increasing number of competitors have entered DTC businesses.

These ratings actions have increased, and any potential future

Resolution of disputes or negotiation of rate increases may increase our costs.

In general, advertising revenues are somewhat higher during the fall and somewhat lower during the summer months.

[removed: (in] [added: ($ in] millions, except per share data)

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

| Services | | | $ | [removed: 74,200] [added: 79,562] | | | | | $ | [removed: 61,768] [added: 74,200] | | | | | [added: $] | [added: 61,768] | | | | | [removed: 20] [added: 7] % | | | | | | [added: 20 %] | | | | | |

| Products | | | [removed: 8,522] [added: 9,336] | | | | | | [removed: 5,650] [added: 8,522] | | | | | | [added: 5,650] | | | | | | [removed: 51] [added: 10] % | | | | | | [added: 51 %] | | | | | |

| Total revenues | | | [removed: 82,722] [added: 88,898] | | | | | | [removed: 67,418] [added: 82,722] | | | | | | [added: 67,418] | | | | | | [removed: 23] [added: 7] % | | | | | | [added: 23 %] | | | | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (48,962)] [added: (53,139)] | | | | | | [removed: (41,129)] [added: (48,962)] | | | | | | [added: (41,129)] | | | | | | [removed: (19)] [added: (9)] % | | | | | | [added: (19) %] | | | | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (5,439)] [added: (6,062)] | | | | | | [removed: (4,002)] [added: (5,439)] | | | | | | [added: (4,002)] | | | | | | [removed: (36)] [added: (11)] % | | | | | | [added: (36) %] | | | | | |

| Selling, general, administrative and other | | | [removed: (16,388)] [added: (15,336)] | | | | | | [removed: (13,517)] [added: (16,388)] | | | | | | [added: (13,517)] | | | | | | [removed: (21)] [added: 6] % | | | | | | [added: (21) %] | | | | | |

| Depreciation and amortization | | | [removed: (5,163)] [added: (5,369)] | | | | | | [removed: (5,111)] [added: (5,163)] | | | | | | [added: (5,111)] | | | | | | [removed: (1)] [added: (4)] % | | | | | | [added: (1) %] | | | | | |

| Total costs and expenses | | | [removed: (75,952)] [added: (79,906)] | | | | | | [removed: (63,759)] [added: (75,952)] | | | | | | [added: (63,759)] | | | | | | [removed: (19)] [added: (5)] % | | | | | | [added: (19) %] | | | | | |

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

| Other income (expense), net | | | [removed: (667)] [added: 96] | | | | | | [removed: 201] [added: (667)] | | | | | | [added: 201] | | | | | | nm | | | | | | [added: nm] | | | | | |

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

| Equity in the income of investees, net | | | [removed: 816] [added: 782] | | | | | | [removed: 761] [added: 816] | | | | | | [added: 761] | | | | | | [removed: 7] [added: (4)] % | | | | | | [added: 7 %] | | | | | |

| Income from continuing operations before income taxes | | | [removed: 5,285] [added: $] | [added: 5,285] | | | | | [removed: 2,561] [added: $] | [added: 2,561] | | | | | | | | | | | \>100 % | | | | | | | | | | | |

| Income taxes from continuing operations | | | [removed: (1,732)] [added: (1,379)] | | | | | | [removed: (25)] [added: (1,732)] | | | | | | [added: (25)] | | | | | | [removed: \>(100)] [added: 20] % | | | | | | [added: \>(100) %] | | | | | |

| Net income from continuing operations | | | [removed: 3,553] [added: 3,390] | | | | | | [removed: 2,536] [added: 3,553] | | | | | | [added: 2,536] | | | | | | [removed: 40] [added: (5)] % | | | | | | [added: 40 %] | | | | | |

| Loss from discontinued operations, net of income tax benefit of [added: $0,] $14 and $9, respectively | | | [removed: (48)] [added: —] | | | | | | [removed: (29)] [added: (48)] | | | | | | [added: (29)] | | | | | | [removed: (66)] [added: 100] % | | | | | | [added: (66) %] | | | | | |

| Net income | | | [removed: 3,505] [added: 3,390] | | | | | | [removed: 2,507] [added: 3,505] | | | | | | [added: 2,507] | | | | | | [removed: 40] [added: (3)] % | | | | | | [added: 40 %] | | | | | |

| Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests | | | [removed: (360)] [added: (1,036)] | | | | | | [removed: (512)] [added: (360)] | | | | | | [added: (512)] | | | | | | [removed: 30] [added: \>(100)] % | | | | | | [added: 30 %] | | | | | |

| Net income attributable to Disney | | | $ | [removed: 3,145] [added: 2,354] | | | | | $ | [removed: 1,995] [added: 3,145] | | | | | [added: $] | [added: 1,995] | | | | | [removed: 58] [added: (25)] % | | | | | | [added: 58 %] | | | | | |

| [removed: Earnings (loss)] [added: Diluted earnings] per share attributable to [removed: Disney:] [added: Disney] | | | [added: $] | [added: 1.29] | | | | | [added: $] | [added: 1.75] | | | | | [added: $] | [added: 1.11] | | | | | [added: (26) %] | | | | | | [added: 58 %] | | | | | |

[removed: (1)Total] [added: Total] may not equal the sum of the column due to rounding.

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

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

[removed: These increases were partially offset by] [added: In the prior year, the Company recorded] a reduction in revenue [added: of $1.0 billion] 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 [removed: on] [added: at] our [removed: DTC] [added: Entertainment Direct-to-Consumer] 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 [removed: the prior year] [added: fiscal 2021] as a result of COVID-19, and higher average per capita ticket revenue.

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

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 [removed: technical support] [added: technology and distribution] costs at [added: Entertainment] Direct-to-Consumer.

The increase in programming and production costs was due to higher costs at [added: Entertainment] Direct-to-Consumer, [removed: increased sports programming costs and] an increase in [added: sports right costs and higher] 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 [removed: our DTC] [added: Entertainment Direct-to-Consumer] and, to a lesser extent, [added: our] 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 [added: exiting] our businesses in Russia.

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

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

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

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

| DraftKings loss | | | | | | [removed: (663)] [added: (663)] | | | | | | (111) | | | | | | \>(100) % | | |

| Other, net | | | | | | [removed: (4)] [added: (4)] | | | | | | — | | | | | | nm | | |

| Other income (expense), net | | | | | | [removed: $] [added: $] | [removed: (667)] [added: (667)] | | | | | $ | 201 | | | | | nm | | |

| | | | | | | | | | | | | | | | | | | | | | % Change Better (Worse) | | | | | | | | | | | |

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

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

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

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

- DTC Product Descriptions, Key Definitions and Supplemental Information

In fiscal 2023, the Company reorganized into three business segments: Entertainment, Sports and Experiences (renamed from Disney Parks, Experiences and Products).

Fiscal 2022 and 2021 segment financial information has been recast for the following:

- The prior Disney Media and Entertainment Distribution segment has been reorganized into the Entertainment and Sports segments

- A portion of Consumer Products revenues is recognized at the Entertainment segment, which is meant to reflect royalties on merchandise licensing revenues generated on IP created by the Entertainment segment

2023 vs. 2022

Revenues for fiscal 2023 increased 7%, or $6.2 billion, to $88.9 billion; net income attributable to Disney decreased $0.8 billion to income of $2.4 billion compared to $3.1 billion in the prior year; and diluted earnings per share (EPS) from continuing operations attributable to Disney decreased to $1.29 compared to $1.75 in the prior year.

The EPS decrease was due to higher restructuring and impairment charges and lower operating income at Entertainment.

These decreases were partially offset by the comparison to the impact of the Content License Early Termination, higher operating income at Experiences in the current year compared to the prior year and investment gains in the current year compared to investment losses in the prior year.

Service revenues for fiscal 2023 increased 7%, or $5.4 billion, to $79.6 billion, due to growth at our theme parks and resorts, higher subscription revenue, an increase in theatrical distribution revenue and the comparison to the revenue reduction for the Content License Early Termination in the prior year.

These increases were partially offset by decreases in advertising revenue, TV/VOD distribution sales and affiliate revenue.

Growth at theme parks and resorts was due to higher volumes and guest spending.

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

Service revenues reflected an approximate 1 percentage point decrease due to an unfavorable movement of the U.S. dollar against major currencies including the impact of our hedging program (Foreign Exchange Impact).

Product revenues for fiscal 2023 increased 10%, or $0.8 billion, to $9.3 billion, due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts, partially offset by lower home entertainment volumes.

Product revenues reflected an approximate 2 percent point decrease due to an unfavorable Foreign Exchange Impact.

Cost of services for fiscal 2023 increased 9%, or $4.2 billion, to $53.1 billion, due to higher programming and production costs, inflation and increased volumes at our theme parks and resorts and, to a lesser extent, higher technology and distribution costs at Entertainment Direct-to-Consumer.

The increase in programming and production costs was due to higher costs at Entertainment Direct-to-Consumer and increased production cost amortization resulting from higher theatrical revenue, partially offset by a decrease in production cost amortization due to lower TV/VOD distribution sales.

Costs of services reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.

Cost of products for fiscal 2023 increased 11%, or $0.6 billion, to $6.1 billion, due to higher sales volumes of merchandise, food and beverage and cost inflation at our theme parks and resorts.

Cost of products reflected an approximate 1 percent point decrease due to a favorable Foreign Exchange Impact.

Selling, general, administrative and other costs for fiscal 2023 decreased 6%, or $1.1 billion, to $15.3 billion, primarily due to lower marketing costs at Entertainment Direct-to-Consumer.

Selling, general, administrative and other costs reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.

Depreciation and amortization increased 4 %, or $0.2 billion, to $5.4 billion due to higher depreciation at our domestic parks and resorts including accelerated depreciation related to the closure of Star Wars: Galactic Starcruiser and depreciation for the *Disney Wish*, which launched in the fourth quarter of the prior year, partially offset by lower amortization of intangible assets from the acquisition of TFCF and Hulu.

Restructuring and impairment charges in fiscal 2023 were $3,892 million comprising:

- $2,577 million for the Content Impairment charge (see Note 18 of the Consolidated Financial Statements)

- $721 million of goodwill impairments (see Note 18 of the Consolidated Financial Statements)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

- $357 million for severance

- $141 million for an impairment of an equity investment

- $96 million for exiting our businesses in Russia and other charges

Restructuring and impairment charges in fiscal 2022 were $237 million primarily due to the impairment of an intangible and other assets related to exiting our businesses in Russia.

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | % Change Better (Worse) | | |

| DraftKings gain (loss) | | | | | | $ | 169 | | | | | $ | (663) | | | | | nm | | |

| Other, net | | | | | | (73) | | | | | | (4) | | | | | | \>(100) % | | |

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

| Diluted(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 1.75 | | | | | $ | 1.11 | | | | | | | | | | | 58 % | | | | | | | | | | | |

| Discontinued operations | | | (0.03) | | | | | | (0.02) | | | | | | | | | | | | (50) % | | | | | | | | | | | |

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

| Basic(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Weighted average number of common and common equivalent shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | 1,827 | | | | | | 1,828 | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 1,822 | | | | | | 1,816 | | | | | | | | | | | | | | | | | | | | | | | |

- Significant Developments

In Item 7, we discuss fiscal 2022 and 2021 results and comparisons of fiscal 2022 results to fiscal 2021 results.

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

SIGNIFICANT DEVELOPMENTS

*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.

*COVID-19 Pandemic*

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

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

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 impact of COVID-19 related disruptions on our financial and operational results will be dictated by the currently unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.

Additionally, see Part I., Item 1A.

Risk Factors - The adverse impact of COVID-19 on our businesses will continue for an unknown length of time and may continue to impact certain of our key sources of revenue.

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.

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

DMED primarily generates revenue across three significant lines of business/distribution platforms: Linear Networks, Direct-to-Consumer and Content Sales/Licensing.

Programming and production costs to support these businesses/distribution platforms are largely incurred across four content creation groups: Studios, General Entertainment, Sports and International.

We have taken an intentionally flexible approach to distribution.

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

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

The amounts hedged using commodity swap contracts are based on forecasted levels of consumption of certain commodities, such as [removed: fuel] [added: fuel,] oil and gasoline.

Forecasted transactions, firm [removed: commitments,] [added: commitments] and accounts receivable and payable denominated in foreign currencies, which certain of these instruments are intended to hedge, were excluded from the model.

| Fiscal [removed: 2022] [added: 2023] | | | | | | Interest Rate Sensitive Financial Instruments | | | | | | Currency Sensitive Financial Instruments | | | | | | Equity Sensitive Financial Instruments | | | | | | Commodity Sensitive Financial Instruments | | | | | | Combined Portfolio | | |

| Year end fiscal 2022 VAR | | | | | | [removed: $ |] 376 | | | | | [removed: $] | 71 | | | | | [removed: $] | 20 | | | | | [removed: $] | 4 | | | | | [removed: $] | 395 | | [added: |]

| Year end fiscal [removed: 2021] [added: 2023] VAR | | | | | | [removed: 357] [added: $] | [added: 258] | | | | | [removed: 44] [added: $] | [added: 45] | | | | | [removed: 37] [added: $] | [added: 4] | | | | | [removed: 1] [added: $] | [added: 4] | | | | | [removed: 364] [added: $] | [added: 284] | |

The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of [removed: October 1, 2022] [added: September 30, 2023] and has been excluded from the above table.

See Note 17 of the Consolidated Financial Statements for additional information.

VAR on a combined basis decreased to $284 million at September 30, 2023 from $395 million at October 1, 2022 due to reduced interest rate volatility and lower sensitivity of our debt portfolio to movement of interest rates.

| Average VAR | | | | | | 336 | | | | | | 58 | | | | | | 13 | | | | | | 4 | | | | | | 360 | | |

| Highest VAR | | | | | | 403 | | | | | | 76 | | | | | | 23 | | | | | | 5 | | | | | | 425 | | |

| Lowest VAR | | | | | | 258 | | | | | | 45 | | | | | | 4 | | | | | | 4 | | | | | | 284 | | |

Cross-

VAR on a combined basis increased to $395 million at October 1, 2022 from $364 million at October 2, 2021.

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

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

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

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in [removed: two] [added: three] segments: [removed: Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences] [added: Entertainment, Sports] and [removed: Products (DPEP).][added: Experiences.]

To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, [removed: benefit,] [added: benefit] and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; engage employees as brand ambassadors of the Company’s content, products and experiences; and evolve and invest in technology, [removed: tools,] [added: tools] and resources to enable employees at work.

[added: The Company employed approximately 225,000 people as of September 30, 2023, of which approximately 167,000 were employed in the U.S. and approximately 58,000 were employed outside the U.S.] Our global workforce is comprised of approximately [removed: 78%] [added: 77%] full time and [removed: 15%] [added: 16%] part time employees, with another 7% being seasonal employees.

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

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

[removed: ◦Development programs, which target] [added: ◦Employee development programs and fellowships for] underrepresented talent

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

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

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

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

◦Free mental [removed: and behavioral] health [added: and well-being] resources, including [added: onsite and virtual] on-demand access to the Employee Assistance Program for employees and their dependents [added: and access to digital applications to manage stress and encourage movement]

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

◦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, [removed: financial,] [added: financial] and social well-being

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

- [removed: Social Responsibility] [added: Sustainability] and [removed: Community:] [added: Social Impact:] The Company’s longstanding [removed: commitment] [added: commitments] to [removed: Corporate Social Responsibility (CSR)] [added: sustainability and social impact] helps differentiate the Company as an employer.

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

The Company also supports employees who give back to our communities with a generous [added: U.S.] matching gifts [removed: program and a unique employee volunteering] program, [added: as well as] Disney VoluntEARS, which rewards [added: employees for their] volunteer hours with the opportunity to direct not-for-profit donations [removed: by] [added: from] the [removed: Company.][added: Company to qualified non-profits of their choosing.]

*Environmental [removed: and] Sustainability*

The Company has developed measurable environmental [removed: and] sustainability goals for 2030, [removed: grounded in science and an] [added: based on our] assessment of where the Company’s operations have the most significant [removed: impact on the environment, as well as the areas] [added: environmental impacts and] where [removed: it] [added: we] can most effectively mitigate [removed: that impact.][added: those impacts.]

[removed: DMED] [added: The Sports segment generally] encompasses the Company’s [added: sports-focused] global [removed: film and episodic] television [added: and DTC video streaming] content production and distribution activities.

The [removed: operations of DMED’s] significant lines of business [added: within Entertainment] are as follows:

[removed: ◦Domestic Channels:] [added: ◦Domestic:] ABC Television Network [removed: (ABC) and eight owned ABC television stations (Broadcasting), and] [added: (ABC Network);] Disney, [removed: ESPN,] Freeform, FX and National Geographic [added: (owned 73% by the Company)] branded [removed: domestic] television [removed: networks (Cable)][added: channels; and eight owned ABC television stations]

[removed: ◦International Channels:] [added: ◦International:] Disney, [removed: ESPN, Fox,] [added: Fox (which will be rebranded in fiscal 2024, primarily to FX or Star), FX,] National Geographic [added: (owned 73% by the Company)] and Star branded [added: general entertainment] television [removed: networks] [added: channels] outside of the U.S.

◦A 50% equity investment in A+E Television Networks (A+E), which operates [removed: a variety of] cable channels including A&E, HISTORY and Lifetime

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

◦Home entertainment [removed: distribution (DVD, Blu-ray discs] [added: distribution: DVD] and [added: Blu-ray discs,] electronic home video [removed: licenses)][added: licenses and video-on-demand (VOD) rentals]

[removed: DMED] [added: Entertainment] also includes the following activities that are reported with Content Sales/Licensing:

[removed: - Post-production] [added: ◦Post-production] services by Industrial Light & Magic and Skywalker Sound

- National Geographic magazine and online business [added: (owned 73% by the Company)]

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

The significant revenues of [removed: DMED] [added: Entertainment] are as follows:

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

- Advertising - Sales of advertising time/space [removed: at Linear Networks and Direct-to-Consumer]

- Theatrical distribution - Rentals from licensing our [removed: film productions] [added: films] to theaters

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

- Other [removed: content sales/licensing] revenue - Revenues from licensing our music, ticket sales from stage play [removed: performances and] [added: performances,] fees from licensing our [removed: intellectual properties (“IP”)] [added: IP] for use in stage [removed: plays][added: plays, sales of post-production services and the allocation of consumer products merchandise licensing revenues]

The significant expenses of [removed: DMED] [added: Entertainment] are as follows:

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

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

[removed: Programming and production costs also include] [added: ◦Subscriber-based] fees [added: for programming our Hulu Live service, including fees] paid [added: by Hulu] to [removed: Linear Networks from] [added: the Sports segment and] other [removed: DMED] [added: Entertainment segment] businesses for the right to air [removed: our] [added: their] linear networks [removed: and related services.][added: on Hulu Live]

◦Access to a variety of well-being focused apps and platforms including our newest offering, Thrive Global, which is an innovative app that helps employees create long-term healthy habits and behaviors while improving their overall well-being and productivity

More than 15,000 current employees are enrolled and more than 3,800 current employees have graduated since the program launched in 2018.

More than 3,100 current students and graduates have been internally promoted across the Company.

Our approach seeks to connect these priorities with the Company’s businesses and employees and is reflected in our philanthropic giving.

The Company’s goals encompass science-based targets for Scope 1, 2 and 3 emissions, water stewardship, waste reduction, sustainable design in construction and use of more sustainable materials in our products.

The Entertainment segment generally encompasses the Company’s non-sports focused global film, television and direct-to-consumer (DTC) video streaming content production and distribution activities.

◦Disney+: a global DTC service that primarily offers general entertainment and family programming.

In certain Latin American countries, we offer Disney+ as well as Star+, a general entertainment service that also has sports programming

◦Disney+ Hotstar: a DTC service primarily in India that offers general entertainment, family and sports programming

◦Hulu (owned 67% by the Company): a U.S. DTC service that offers general entertainment and family programming and a digital over-the-top (OTT) service that includes live linear streams of cable networks and the major broadcast networks

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

◦Intersegment allocation of revenues from the Experiences segment, which is meant to reflect royalties on consumer products merchandise licensing revenues generated on intellectual property (“IP”) created by the Entertainment segment

Linear Networks also generates revenues from fees charged to television stations affiliated with ABC Network.

- TV/VOD distribution - Licensing fees for the right to use our film and episodic content

Programming and production costs include the following:

◦Amortization of capitalized production costs

◦Amortization of the costs of licensed programming rights

◦Production costs related to live programming (primarily news)

◦Amortization of participations and residual obligations

◦Fees paid to the Sports segment to program ESPN on ABC and certain sports content on Star+

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

*Domestic Linear Networks*

ABC Network distributes programming to approximately 240 local affiliated television stations and to our eight owned television stations, which collectively reach almost 100% of U.S. television households.

| FX | | | 72 | | |

(2)The Company renewed its MVPD agreement with an affiliate during September 2023, under which the affiliate will no longer distribute these channels.

Nielsen Media Research estimates as of September 2023 do not reflect the impact of this agreement.

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

*International Linear Networks*

As of September 2023 and 2022, the estimated number of unique subscribers for our general entertainment channels, based on internal management reports, are 270 million and 315 million, respectively.

Family channels include Disney Channel and Disney Junior, which air a variety of animated and live action original series and movies targeted to kids ages 2 to 14 and their parents and caregivers.

The most significant equity investment at Linear Networks is A+E.

- A&E – which generally offers unscripted entertainment programming

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| A&E | | | 65 | | |

Disney+, Disney+ Hotstar and Hulu are subscription services that provide video streaming of general entertainment and family programming.

Disney+ and Disney+ Hotstar also provide video streaming of international sports programming.

The majority of Direct-to-Consumer revenue is derived from subscription fees and advertising.

*Disney+ (including Star+ in Latin America)*

Disney+ (including Star+) is also referred to as Disney+ Core.

As of September 30, 2023, the estimated number of paid Disney+ Core subscribers, based on internal management reports, was approximately 113 million.

*COVID-19 Pandemic*

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

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

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 impact of COVID-19 related disruptions on our financial and operating results will be dictated by the currently unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.

The Company employed approximately 220,000 people as of October 1, 2022, of which approximately 166,000 were employed in the U.S. and approximately 54,000 were employed internationally.

◦A multi-layered response to COVID-19, including testing and treatment under all Company medical plans at no cost to employees and dependents

More than 16,000 current employees have enrolled in or graduated from a Disney Aspire program, and more than two-thirds of our program graduates have earned an Associate, Bachelor’s or Master’s degree.

In 2021, we refreshed our CSR strategy to connect it more closely with the Company’s mission and commercial offerings and environmental and social opportunities relevant to our business and employees.

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

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

DISNEY MEDIA AND ENTERTAINMENT DISTRIBUTION

Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing.

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

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

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

- 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 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 revenues, which are reported in Direct-to-Consumer.

- Other revenue - Fees from sub-licensing of sports programming rights (reported in Linear Networks) and sales of post-production services (reported with Content Sales/Licensing)

These costs are largely incurred across four content creation/licensing groups, as follows:

◦Studios - Primarily capitalized production costs related to films produced under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures banners

◦General Entertainment - Primarily internal production of and acquisition of rights to episodic television programs and news content.

Internal content is generally produced by the following television studios: ABC Signature; 20th Television; Disney Television Animation; FX Productions; and various studios for which we commission productions for our branded channels and DTC streaming services

◦Sports - Primarily acquisition of professional and college sports programming rights and related production costs

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

Media and Entertainment Distribution Strategy

The Company has significantly increased its focus on distribution of content via our own DTC streaming services relative to traditional distribution of content.

In general, film content was traditionally distributed first in the theatrical market, followed by the home entertainment market and then in the TV/SVOD market.

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

Although the Company continues to monetize a significant amount of its content in the traditional manner, our focus on our own DTC distribution has had a number of impacts including but not limited to:

- in some cases, we are producing exclusive content for our DTC streaming services;

- rather than selling our content in the TV/SVOD market, we generally distribute it on our DTC streaming services; 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 theaters or shortly thereafter (e.g. Premier Access).

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

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.

A more detailed discussion of our distribution businesses and production groups follows.

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses.

Management does not expect the Company to suffer any material liability by reason of these actions.

[TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)

For the fiscal year ended [removed: October 1, 2022][added: September 30, 2023]

[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: $249.5] [added: $182.9] billion.

There were [removed: 1,823,591,988] [added: 1,830,315,921] shares of common stock outstanding as of November [removed: 16, 2022.][added: 15, 2023.]

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the [removed: 2023] [added: 2024] annual meeting of the Company’s shareholders.

| ITEM 1. | | | [removed: [Business](#i225682e36b4940d388ae4577116e8630_13)] [added: [Business](#iefb04f78647c4ff1bec79f603e36c3da_16)] | | | [removed: [2](#i225682e36b4940d388ae4577116e8630_10)] [added: [2](#iefb04f78647c4ff1bec79f603e36c3da_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i225682e36b4940d388ae4577116e8630_28)] [added: Factors](#iefb04f78647c4ff1bec79f603e36c3da_34)] | | | [removed: [19](#i225682e36b4940d388ae4577116e8630_28)] [added: [17](#iefb04f78647c4ff1bec79f603e36c3da_34)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i225682e36b4940d388ae4577116e8630_31)] [added: Comments](#iefb04f78647c4ff1bec79f603e36c3da_37)] | | | [removed: [28](#i225682e36b4940d388ae4577116e8630_31)] [added: [26](#iefb04f78647c4ff1bec79f603e36c3da_37)] | | |

| ITEM 2. | | | [removed: [Properties](#i225682e36b4940d388ae4577116e8630_34)] [added: [Properties](#iefb04f78647c4ff1bec79f603e36c3da_40)] | | | [removed: [28](#i225682e36b4940d388ae4577116e8630_34)] [added: [26](#iefb04f78647c4ff1bec79f603e36c3da_40)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i225682e36b4940d388ae4577116e8630_37)] [added: Proceedings](#iefb04f78647c4ff1bec79f603e36c3da_43)] | | | [removed: [28](#i225682e36b4940d388ae4577116e8630_37)] [added: [27](#iefb04f78647c4ff1bec79f603e36c3da_43)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i225682e36b4940d388ae4577116e8630_40)] [added: Disclosures](#iefb04f78647c4ff1bec79f603e36c3da_46)] | | | [removed: [29](#i225682e36b4940d388ae4577116e8630_40)] [added: [27](#iefb04f78647c4ff1bec79f603e36c3da_46)] | | |

| [Information About our Executive [removed: Officers](#i225682e36b4940d388ae4577116e8630_43)] [added: Officers](#iefb04f78647c4ff1bec79f603e36c3da_49)] | | | | | | [removed: [29](#i225682e36b4940d388ae4577116e8630_43)] [added: [27](#iefb04f78647c4ff1bec79f603e36c3da_49)] | | |

| ITEM 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i225682e36b4940d388ae4577116e8630_49)] [added: Securities](#iefb04f78647c4ff1bec79f603e36c3da_55)] | | | [removed: [30](#i225682e36b4940d388ae4577116e8630_49)] [added: [29](#iefb04f78647c4ff1bec79f603e36c3da_55)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i225682e36b4940d388ae4577116e8630_55)] [added: Operations](#iefb04f78647c4ff1bec79f603e36c3da_61)] | | | [removed: [31](#i225682e36b4940d388ae4577116e8630_55)] [added: [30](#iefb04f78647c4ff1bec79f603e36c3da_61)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i225682e36b4940d388ae4577116e8630_100)] [added: Risk](#iefb04f78647c4ff1bec79f603e36c3da_127)] | | | [removed: [53](#i225682e36b4940d388ae4577116e8630_100)] [added: [68](#iefb04f78647c4ff1bec79f603e36c3da_127)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i225682e36b4940d388ae4577116e8630_103)] [added: Data](#iefb04f78647c4ff1bec79f603e36c3da_130)] | | | [removed: [54](#i225682e36b4940d388ae4577116e8630_103)] [added: [69](#iefb04f78647c4ff1bec79f603e36c3da_130)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i225682e36b4940d388ae4577116e8630_106)] [added: Disclosure](#iefb04f78647c4ff1bec79f603e36c3da_133)] | | | [removed: [54](#i225682e36b4940d388ae4577116e8630_106)] [added: [69](#iefb04f78647c4ff1bec79f603e36c3da_133)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i225682e36b4940d388ae4577116e8630_109)] [added: Procedures](#iefb04f78647c4ff1bec79f603e36c3da_136)] | | | [removed: [54](#i225682e36b4940d388ae4577116e8630_109)] [added: [69](#iefb04f78647c4ff1bec79f603e36c3da_136)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i225682e36b4940d388ae4577116e8630_112)] [added: Information](#iefb04f78647c4ff1bec79f603e36c3da_139)] | | | [removed: [55](#i225682e36b4940d388ae4577116e8630_112)] [added: [69](#iefb04f78647c4ff1bec79f603e36c3da_139)] | | |

| ITEM 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i225682e36b4940d388ae4577116e8630_115)] [added: Inspections](#iefb04f78647c4ff1bec79f603e36c3da_142)] | | | [removed: [55](#i225682e36b4940d388ae4577116e8630_115)] [added: [69](#iefb04f78647c4ff1bec79f603e36c3da_142)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i225682e36b4940d388ae4577116e8630_121)] [added: Governance](#iefb04f78647c4ff1bec79f603e36c3da_148)] | | | [removed: [56](#i225682e36b4940d388ae4577116e8630_121)] [added: [70](#iefb04f78647c4ff1bec79f603e36c3da_148)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i225682e36b4940d388ae4577116e8630_124)] [added: Compensation](#iefb04f78647c4ff1bec79f603e36c3da_151)] | | | [removed: [56](#i225682e36b4940d388ae4577116e8630_124)] [added: [70](#iefb04f78647c4ff1bec79f603e36c3da_151)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i225682e36b4940d388ae4577116e8630_127)] [added: Matters](#iefb04f78647c4ff1bec79f603e36c3da_154)] | | | [removed: [56](#i225682e36b4940d388ae4577116e8630_127)] [added: [70](#iefb04f78647c4ff1bec79f603e36c3da_154)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i225682e36b4940d388ae4577116e8630_130)] [added: Independence](#iefb04f78647c4ff1bec79f603e36c3da_157)] | | | [removed: [56](#i225682e36b4940d388ae4577116e8630_130)] [added: [70](#iefb04f78647c4ff1bec79f603e36c3da_157)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i225682e36b4940d388ae4577116e8630_133)] [added: Services](#iefb04f78647c4ff1bec79f603e36c3da_160)] | | | [removed: [56](#i225682e36b4940d388ae4577116e8630_133)] [added: [70](#iefb04f78647c4ff1bec79f603e36c3da_160)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i225682e36b4940d388ae4577116e8630_139)] [added: Schedules](#iefb04f78647c4ff1bec79f603e36c3da_166)] | | | [removed: [57](#i225682e36b4940d388ae4577116e8630_139)] [added: [71](#iefb04f78647c4ff1bec79f603e36c3da_166)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i225682e36b4940d388ae4577116e8630_142)] [added: Summary](#iefb04f78647c4ff1bec79f603e36c3da_169)] | | | [removed: [61](#i225682e36b4940d388ae4577116e8630_142)] [added: [75](#iefb04f78647c4ff1bec79f603e36c3da_169)] | | |

| [Consolidated Financial Information — The Walt Disney [removed: Company](#i225682e36b4940d388ae4577116e8630_148)] [added: Company](#iefb04f78647c4ff1bec79f603e36c3da_175)] | | | | | | [removed: [63](#i225682e36b4940d388ae4577116e8630_148)] [added: [77](#iefb04f78647c4ff1bec79f603e36c3da_175)] | | |

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 [removed: liabilities,] [added: liabilities or other obligations,] impairments and amortization, [removed: competition, and] [added: estimates of] the [added: financial] impact of [removed: COVID-19 on our businesses] [added: certain items, accounting treatment, events or circumstances; competition] and [removed: results of operations.][added: seasonality.]

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [SIGNATURES](#iefb04f78647c4ff1bec79f603e36c3da_172) | | | | | | [76](#iefb04f78647c4ff1bec79f603e36c3da_172) | | |

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

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: 2022] [added: 2023] that remain unresolved.

Our parks and resorts locations and other properties of the Company and its subsidiaries are described in Item 1 under the caption [removed: *Disney Parks, Experiences and Products*.][added: *Experiences*.]

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

| Burbank, CA & surrounding cities(1) | | | | | | Land (201 acres) & Buildings [removed: (4,695,000] [added: (4,694,000] ft2) | | | | | | Owned Office/Production/Warehouse (includes 240,000 ft2 [removed: sublet] [added: leased] to third-party tenants) | | | | | | [removed: Corporate/DMED/DPEP] [added: Corporate/Entertainment/Experiences] | | |

| Burbank, CA & surrounding cities(1) | | | | | | Buildings [removed: (1,821,000] [added: (1,834,000] ft2) | | | | | | Leased Office/Warehouse | | | | | | [removed: Corporate/DMED/DPEP] [added: Corporate/Entertainment/Experiences] | | |

| Los Angeles, CA | | | | | | Land (22 acres) & Buildings [removed: (600,000] [added: (605,000] ft2) | | | | | | Owned Office/Production/Technical Warehouse | | | | | | [removed: Corporate/DMED] [added: Corporate/Entertainment] | | |

| Los Angeles, CA | | | | | | Buildings [removed: (3,051,000] [added: (2,640,000] ft2) | | | | | | Leased Office/Production/Technical/Theater | | | | | | [removed: Corporate/DMED/DPEP] [added: Corporate/Entertainment/Experiences] | | |

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

| New York, NY | | | | | | [removed: Land (2 acres) &] Buildings [removed: (2,186,000] [added: (2,190,000] ft2) | | | | | | Leased Office/Production/Theater/Warehouse (includes 679,000 ft2 [removed: sublet] [added: leased] to third-party tenants) | | | | | | [removed: Corporate/DMED/DPEP] [added: Corporate/Entertainment/Sports/Experiences] | | |

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

| Bristol, CT | | | | | | Buildings [removed: (512,000] [added: (273,000] ft2) | | | | | | Leased Office/Warehouse/Technical | | | | | | [removed: DMED] [added: Sports] | | |

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

| Emeryville, CA | | | | | | Buildings [removed: (80,000] [added: (97,000] ft2) | | | | | | Leased Office/Storage | | | | | | [removed: DMED] [added: Entertainment] | | |

| San Francisco, CA | | | | | | Buildings [removed: (638,000] [added: (517,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes 47,000 ft2 [removed: sublet] [added: leased] to third-party tenants) | | | | | | [removed: Corporate/DMED] [added: Corporate/Entertainment] | | |

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

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

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| Robert A. Iger | | | | | | [removed: 71] [added: 72] | | | | | | Chief Executive Officer(1) | | | | | | [removed: 11/20/2022] [added: 2022] | | |

[removed: | Christine M. McCarthy | | | | | | 67 | | | | | |] [added: Johnston, 62, as] Senior Executive Vice President and Chief Financial [removed: Officer(3) | | | | | | 2005 | | |][added: Officer commencing on December 4, 2023.]

| Horacio E. Gutierrez | | | | | | [removed: 57] [added: 58] | | | | | | Senior Executive Vice [removed: President and] [added: President,] General [removed: Counsel(4)] [added: Counsel and Chief Compliance Officer(3)] | | | | | | 2022 | | |

| [removed: Paul J. Richardson] [added: Sonia L. Coleman] | | | | | | [removed: 57] [added: 51] | | | | | | Senior Executive Vice President and Chief Human Resources [removed: Officer(5)] [added: Officer(4)] | | | | | | [removed: 2021] [added: 2023] | | |

| Kristina K. Schake | | | | | | [removed: 52] [added: 53] | | | | | | Senior Executive Vice President and Chief Communications [removed: Officer(6)] [added: Officer(5)] | | | | | | 2022 | | |

He [removed: served as Chairman] [added: was previously Executive Vice President and Chief Financial Officer] of [removed: Disney] [added: the Company’s] Parks, Experiences and Products [removed: since the segment’s creation in 2018,] [added: segment from March 2018] and [removed: prior to that was the Chairman of] [added: Executive Vice President and Chief Financial Officer,] Walt Disney Parks and Resorts from [removed: 2015.][added: May 2017.]

[removed: (3)Ms. McCarthy] [added: (5)Ms. Schake] was appointed Senior Executive Vice President and Chief [removed: Financial] [added: Communications] Officer effective June [removed: 30, 2015.][added: 29, 2022.]

[removed: (4)Mr.] [added: (3)Mr.] Gutierrez was appointed Senior Executive Vice President and General Counsel effective February 1, [removed: 2022.][added: 2022 and appointed Chief Compliance Officer effective March 27, 2023.]

[removed: (5)Mr. Richardson] [added: (4)Ms. Coleman] was appointed Senior Executive Vice President and Chief Human Resources Officer effective [removed: July 1, 2021.][added: April 8, 2023.]

[removed: He] [added: She] was previously Senior Vice [removed: President of] [added: President,] Human Resources at [added: Disney General Entertainment and] ESPN from [removed: 2007.][added: August 2021.]

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

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

The executive officers of the Company are:

| Kevin A. Lansberry | | | | | | 60 | | | | | | Interim Chief Financial Officer(2) | | | | | | 2023 | | |

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

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

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

(2)Mr. Lansberry was appointed Interim Chief Financial Officer effective July 1, 2023.

Over his more than 35 years with the Company, Mr. Lansberry has held a wide range of roles in the Company’s parks and experiences businesses, including in finance, business development, alliances and operations.

Ms. Coleman served as Senior Vice President, Human Resources for Disney General Entertainment from April 2017, Vice President, Human Resources for the Company from May 2016 and Vice President, Human Resources, Disney Consumer Products from May 2010.

On November 2, 2023, the Company appointed Hugh F.

Mr. Johnston currently serves as Executive Vice President and Chief Financial Officer, from 2010, and Vice Chairman, from 2015, of PepsiCo, Inc. (“PepsiCo”).

In addition to providing strategic financial leadership for PepsiCo in these roles, Mr. Johnston’s portfolio has included a variety of responsibilities, including leadership of PepsiCo’s information technology function from 2015, PepsiCo’s global e-commerce business from 2015 to 2019, and the Quaker Foods North America division from 2014 to 2016.

He also held a number of other leadership roles during his PepsiCo career, having served as Executive Vice President, Global Operations from 2009 to 2010, President of Pepsi-Cola North America from 2007 to 2009, Executive Vice President, Operations from 2006 to 2007 and Senior Vice President, Transformation from 2005 to 2006.

Prior to that, he served as Senior Vice President and Chief Financial Officer of PepsiCo Beverages and Foods from 2002 through 2005, and as PepsiCo’s Senior Vice President of Mergers and Acquisitions in 2002.

Mr. Johnston joined PepsiCo in 1987 as a Business Planner and held various finance positions until 1999 when he left to join Merck & Co., Inc. as Vice President, Retail, a position which he held until he rejoined PepsiCo in 2002.

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

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

| Robert A. Chapek | | | | | | 63 | | | | | | Chief Executive Officer(2) | | | | | | 2020 - 11/20/2022 | | |

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

She was previously Executive Vice President, Corporate Real Estate, Alliances and Treasurer of the Company from 2000 to 2015.

(6)Ms. Schake was appointed Senior Executive Vice President and Chief Communications Officer effective June 29, 2022.

As of [removed: October 1, 2022,] [added: September 30, 2023,] the approximate number of common shareholders of record was [removed: 793,000.][added: 768,000.]

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

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

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 1, 2022:

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

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

| Period | | | | | | Total Number of Shares Purchased(1) | | | | | | Weighted Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | | |

| 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 | | |

(1)75,841 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan.

These purchases were not made pursuant to a publicly announced repurchase plan or program.

(2)Not applicable as the Company no longer has a stock repurchase plan or program.

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

See Index to Financial Statements and Supplemental Data on page [removed: [63](#i225682e36b4940d388ae4577116e8630_148).][added: [77](#iefb04f78647c4ff1bec79f603e36c3da_175).]

Based on their evaluation as of [removed: October 1, 2022,] [added: September 30, 2023,] 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](#i225682e36b4940d388ae4577116e8630_151)] [added: [78](#iefb04f78647c4ff1bec79f603e36c3da_178)] 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 [removed: October 1, 2022] [added: September 30, 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

None.

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

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,” [removed: “Committees,” “Governing Documents,” “Director Selection Process”] [added: “Committees”] and [removed: “Election of Directors”] [added: “Corporate Governance Documents”] in the Company’s Proxy Statement for the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement is hereby incorporated by reference.

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

See Index to Financial Statements and Supplemental Data on page [removed: [63](#i225682e36b4940d388ae4577116e8630_148).][added: [77](#iefb04f78647c4ff1bec79f603e36c3da_175).]

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

| [removed: 10.11] [added: 10.13] | | | | | | Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed June 30, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000176/employmentagreementchristi.htm) | | |

| [removed: 10.12] [added: 10.14] | | | | | | Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.4 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000147/fy2017_q4xex104xmccarthyam.htm) | | |

| [removed: 10.13] [added: 10.15] | | | | | | Amendment dated December 2, 2020 to Amended Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed December 7, 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000223/fy2021q18kextex101.htm) | | |

| [removed: 10.14] [added: 10.16] | | | | | | Amendment dated December 21, 2021 to Amended Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed December 21, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000271/fy2022_q1xxmccarthyextensi.htm) | | |

| [removed: 10.15] [added: 10.17] | | | | | | 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) | | |

| [removed: 10.16] [added: 10.23] | | | | | | Employment Agreement, dated [removed: as of July 1, 2021] [added: June 29, 2022,] between the Company and [removed: Paul J. Richardson] [added: Kristina K. Schake] † | | | | | | [Exhibit [removed: 10.1] [added: 10.3] to the Form 10-Q of the Company for the quarter ended July [removed: 3, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000181/fy2021_q3x10qxex101.htm)] [added: 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex103.htm)] | | |

| [removed: 10.17] [added: 10.19] | | | | | | 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) | | |

| [removed: 10.18] [added: 10.20] | | | | | | 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) | | |

| [removed: 10.19] [added: 10.21] | | | | | | 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) | | |

| [removed: 10.20] [added: 10.27] | | | | | | [removed: Employment Agreement, dated as] [added: Description] of [removed: January 24, 2022 between the Company and Geoffrey S. Morrell †] [added: Directors Compensation] | | | | | | [Exhibit [removed: 10.6] [added: 10.1] to the Form 10-Q of the Company for the quarter ended January 1, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex106.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex101.htm)] | | |

| [removed: 10.21] [added: 10.42] | | | | | | [removed: Amended and Restated General Release, dated June 23, 2022, between the Company and Geoff Morrell] [added: Form of Non-Qualified Stock Option Award Agreement] † | | | | | | [Exhibit [removed: 10.5] [added: 10.6] to the Form 10-Q of the Company for the quarter ended July 2, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex105.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex106.htm)] | | |

| [removed: 10.22] [added: 10.24] | | | | | | [added: Amendment dated April 18, 2023 to] Employment Agreement, dated June 29, [removed: 2022,] [added: 2022] between the Company and Kristina K. Schake † | | | | | | [Exhibit [removed: 10.3] [added: 10.1] to the [added: Current Report on] Form [removed: 10-Q] [added: 8-K] of the Company [removed: for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex103.htm)] [added: filed April 20, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000090/fy2023_q3x8kxex101.htm)] | | |

| [removed: 10.23] [added: 21] | | | | | | [removed: Consulting Agreement between] [added: Subsidiaries of] the Company [removed: and M. Jayne Parker †] | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1023.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000216/fy2023_q4x10kxex21.htm)] | | |

| [removed: 10.24] [added: 10.26] | | | | | | 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: 10.25] [added: 10.40] | | | | | | [removed: Description of Directors Compensation] [added: Group Personal Excess Liability Insurance Plan †] | | | | | | [Exhibit [removed: 10.1] [added: 10.8] to the Form 10-Q of the Company for the quarter ended January 1, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex101.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex108.htm)] | | |

| [removed: 10.26] [added: 10.28] | | | | | | Form of Indemnification Agreement for certain officers and directors † | | | | | | [removed: [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)] [added: [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)[6](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm) [to the Form 10-K of the Company for the fiscal year ended October](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm) [1](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)] | | |

| [removed: 10.27] [added: 10.29] | | | | | | 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: 10.28] [added: 10.30] | | | | | | 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: 10.29] [added: 10.31] | | | | | | Amended and Restated 2002 Executive Performance Plan † | | | | | | [Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney](http://www.sec.gov/Archives/edgar/data/1001039/000120677413000240/waltdisney_def14a.htm) | | |

| [removed: 10.30] [added: 10.32] | | | | | | Management Incentive Bonus Program † | | | | | | [The portions of the tables labeled “Performance-based Bonus” in the sections of the Proxy Statement for the 2022 annual meeting titled “Executive Compensation Program Structure - Objectives and Methods - Objectives and Key Features” and “Compensation Process” and the section of the Proxy Statement titled “Performance Goals”](https://www.sec.gov/Archives/edgar/data/1744489/000119312522012592/d249883ddef14a.htm) | | |

| [removed: 10.31] [added: 10.33] | | | | | | 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: 10.32] [added: 10.34] | | | | | | Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 1, 2006](http://www.sec.gov/Archives/edgar/data/1001039/000119312506245425/dex101.htm) | | |

| [removed: 10.33] [added: 10.35] | | | | | | 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: 10.34] [added: 10.36] | | | | | | 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: 10.35] [added: 10.37] | | | | | | 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: 10.36] [added: 10.38] | | | | | | Second Amendment to the Disney Key Employees Retirement Savings Plan † | | | | | | [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: 10.37] [added: 10.39] | | | | | | 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) | | |

| [removed: 10.38] [added: 10.54] | | | | | | [removed: Group Personal Excess Liability Insurance Plan] [added: Non-Qualified Stock Option Award Agreement for Robert A. Iger dated as of December 14, 2021] † | | | | | | [Exhibit [removed: 10.8] [added: 10.12] to the Form 10-Q of the Company for the quarter ended January 1, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex108.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex1012.htm)] | | |

| [removed: 10.39] [added: 10.41] | | | | | | 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: 10.40] [added: 10.43] | | | | | | Form of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement [added: (Time-Based Vesting)] † | | | | | | [Exhibit [removed: 10.6] [added: 10.7] to the Form 10-Q of the Company for the quarter ended July 2, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex106.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex107.htm)] | | |

| [removed: 10.41] [added: 10.52] | | | | | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | | | | | [Exhibit [removed: 10.7 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000049/fy2023_q1x10qxex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000049/fy2023_q1x10qxex103.htm) [to] the Form 10-Q of the Company for the quarter ended [removed: July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex107.htm)] [added: December 31, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000049/fy2023_q1x10qxex103.htm)] | | |

| [removed: 10.42] [added: 10.44] | | | | | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex104.htm) | | |

| [removed: 10.43] [added: 10.45] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex105.htm) | | |

| [removed: 10.44] [added: 10.46] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [removed: [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1044.htm)] [added: [Exhibit 10.44](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1044.htm) [to the Form 10-K of the Company for the fiscal year ended October 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1044.htm)] | | |

| [removed: 10.45] [added: 10.47] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) † | | | | | | [Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex106.htm) | | |

| [removed: 10.46] [added: 10.48] | | | | | | 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: 10.47] [added: 10.49] | | | | | | 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: 10.48] [added: 10.55] | | | | | | Form of Performance-Based [added: Restricted] Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder [removed: Return/EPS Growth Tests/ Section 162(m) Vesting Requirement)] [added: Return/ROIC Tests)] † | | | | | | [Exhibit [removed: 10.11] [added: 10.1] to the Form 10-Q of [removed: Legacy Disney] [added: the Company] for the quarter ended December [removed: 29, 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103919000062/fy2019q110qex1011.htm)] [added: 28, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000046/fy2020q110qex101.htm)] | | |

| 10.11 | | | | | | Employment Agreement Dated as of November 20, 2022, between the Company and Robert A. Iger † | | | | | | [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000200/fy2023_q1x8kxex101.htm)[xhibit 10.1 to the Current Report on Form 8-K of the Company filed November 21, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000200/fy2023_q1x8kxex101.htm) | | |

| 10.12 | | | | | | Amendment dated July 12, 2023 to Employment Agreement dated as of November 20, 2022, between the Company and Robert A. Iger † | | | | | | [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000158/fy2023_q4x8kxceoxex101.htm)[xhibit 10.1 to the Current Report on Form 8-K of the Company filed July 12. 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000158/fy2023_q4x8kxceoxex101.htm) | | |

| 10.18 | | | | | | Amendment dated June 15, 2023 to Amended Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy, as previously assigned † | | | | | | [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000112/fy2023_q3x8kxcfoxex101.htm)[xhibit 10.1 to the](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000112/fy2023_q3x8kxcfoxex101.htm) [Current Report on Form 8-K of the Company filed June 15, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000112/fy2023_q3x8kxcfoxex101.htm) | | |

| 10.22 | | | | | | Amendment dated April 21, 2023 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.](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm) [to the Form 10-Q of the Company for the quarter ended April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm) | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| 10.25 | | | | | | Employment Agreement dated as of March 10, 2023, by and between the Company and Sonia L. Coleman † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex101.htm) | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

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

| 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) | | |

| 10.53 | | | | | | Performance-Based Stock Unit Award (Section 162(m) Vesting Requirement) for Robert A. Iger dated as of December 13, 2017 † | | | | | | [Exhibit 10.4 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_q1x10qex104.htm) | | |

| 10.56 | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended December 28, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000046/fy2020q110qex101.htm) | | |

| 10.57 | | | | | | 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_q4x10kxex1057.htm) | | |

[removed: [TABLE OF CONTENTS](#i225682e36b4940d388ae4577116e8630_7)][added: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)]

| Date: | | | November [removed: 29, 2022] [added: 21, 2023] | | | | | | By: | | | | | | /s/ ROBERT A. IGER | | |

| /s/ ROBERT A. IGER | | | | | | Chief Executive Officer and Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ BRENT A. WOODFORD | | | | | | Executive Vice President-Controllership, Financial Planning and Tax | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ [removed: SUSAN E. ARNOLD] [added: MARK G. PARKER] | | | | | | Chairman of the Board and Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ MARY T. BARRA | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ SAFRA A. CATZ | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ AMY L. CHANG | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ FRANCIS A. DESOUZA | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ CAROLYN N. EVERSON | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ MICHAEL B.G. FROMAN | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ MARIA ELENA LAGOMASINO | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ CALVIN R. MCDONALD | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | November [removed: 29, 2022] [added: 21, 2023] | | |

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [64](#i225682e36b4940d388ae4577116e8630_151)] [added: [78](#iefb04f78647c4ff1bec79f603e36c3da_178)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [removed: [65](#i225682e36b4940d388ae4577116e8630_154)] [added: [79](#iefb04f78647c4ff1bec79f603e36c3da_181)] | | |

| Consolidated Statements of [removed: Operations] [added: Income] for the Years Ended [added: September 30, 2023,] October 1, [removed: 2022,] [added: 2022 and] October 2, 2021 [removed: and October 3, 2020] | | | [removed: [67](#i225682e36b4940d388ae4577116e8630_157)] [added: [81](#iefb04f78647c4ff1bec79f603e36c3da_184)] | | |

| Consolidated Statements of Comprehensive Income [removed: (Loss)] for the Years Ended [added: September 30, 2023,] October 1, [removed: 2022,] [added: 2022 and] October 2, 2021 [removed: and October 3, 2020] | | | [removed: [68](#i225682e36b4940d388ae4577116e8630_163)] [added: [82](#iefb04f78647c4ff1bec79f603e36c3da_190)] | | |

| Consolidated Balance Sheets as of [added: September 30, 2023 and] October 1, 2022 [removed: and October 2, 2021] | | | [removed: [69](#i225682e36b4940d388ae4577116e8630_166)] [added: [83](#iefb04f78647c4ff1bec79f603e36c3da_193)] | | |

| Consolidated Statements of Cash Flows for the Years Ended [added: September 30, 2023,] October 1, [removed: 2022,] [added: 2022 and] October 2, 2021 [removed: and October 3, 2020] | | | [removed: [70](#i225682e36b4940d388ae4577116e8630_172)] [added: [84](#iefb04f78647c4ff1bec79f603e36c3da_199)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended [added: September 30, 2023,] October 1, [removed: 2022,] [added: 2022 and] October 2, 2021 [removed: and October 3, 2020] | | | [removed: [71](#i225682e36b4940d388ae4577116e8630_175)] [added: [85](#iefb04f78647c4ff1bec79f603e36c3da_202)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [72](#i225682e36b4940d388ae4577116e8630_178)] [added: [86](#iefb04f78647c4ff1bec79f603e36c3da_205)] | | |

Based on our evaluation under the framework in *Internal Control - Integrated Framework,* management concluded that our internal control over financial reporting was effective as of [removed: October 1, 2022.][added: September 30, 2023.]

The effectiveness of our internal control over financial reporting as of [removed: October 1, 2022] [added: September 30, 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the “Company”) as of [removed: October 1, 2022] [added: September 30, 2023] and October [removed: 2, 2021,] [added: 1, 2022,] and the related consolidated statements of [removed: operations,] [added: income,] of comprehensive [removed: income (loss),] [added: income,] of shareholders’ equity and of cash flows for each of the three years in the period ended [removed: October 1, 2022,] [added: September 30, 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of [removed: October 1, 2022,] [added: September 30, 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: October 1, 2022] [added: September 30, 2023] and October [removed: 2, 2021,] [added: 1, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: October 1, 2022] [added: September 30, 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: October 1, 2022,] [added: September 30, 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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

[removed: *Amortization] [added: ◦Amortization] of [removed: Production Costs*][added: capitalized production costs]

For [removed: film productions,] [added: episodic series that are classified as individual,] Ultimate Revenues include revenues [removed: from all sources, which may include] [added: that will be earned within ten years, including] imputed license fees for content that is used [removed: by the Company’s] [added: on our] DTC streaming services, [removed: that will be earned within ten years] from [added: delivery of] the [removed: date] [added: first episode, or if still in production, five years from delivery] of the [removed: initial release for theatrical films.][added: most recent episode, if later.]

[removed: November 29, 2022][added: | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

CONSOLIDATED STATEMENTS OF [removed: OPERATIONS][added: INCOME]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Services | | | $ | [removed: 74,200] [added: 79,562] | | | | | $ | [removed: 61,768] [added: 74,200] | | | | | $ | [removed: 59,265] [added: 61,768] | |

| Products | | | [removed: 8,522] [added: 9,336] | | | | | | [removed: 5,650] [added: 8,522] | | | | | | [removed: 6,123] [added: 5,650] | | |

| Total revenues | | | [removed: 82,722] [added: 88,898] | | | | | | [removed: 67,418] [added: 82,722] | | | | | | [removed: 65,388] [added: 67,418] | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (48,962)] [added: (53,139)] | | | | | | [removed: (41,129)] [added: (48,962)] | | | | | | [removed: (39,406)] [added: (41,129)] | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (5,439)] [added: (6,062)] | | | | | | [removed: (4,002)] [added: (5,439)] | | | | | | [removed: (4,474)] [added: (4,002)] | | |

| Selling, general, administrative and other | | | [removed: (16,388)] [added: (15,336)] | | | | | | [removed: (13,517)] [added: (16,388)] | | | | | | [removed: (12,369)] [added: (13,517)] | | |

| /s/ KEVIN A. LANSBERRY | | | | | | Interim Chief Financial Officer (Principal Financial Officer) | | | | | | November 21, 2023 | | |

| (Kevin A. Lansberry) | | | | | | | | | | | | | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

subjective, or complex judgments.

*Annual Goodwill Impairment Assessment – Entertainment Linear Networks and Direct-to-Consumer (DTC) Services Reporting Units*

As described in Notes 2 and 18 to the consolidated financial statements, the Company’s consolidated goodwill balance was $77.1 billion as of September 30, 2023, of which a significant portion relates to the entertainment linear networks and DTC services reporting units.

Management performs the annual test of goodwill for impairment in the fiscal fourth quarter, and if current events or circumstances require, on an interim basis.

To determine the fair value of the Company’s reporting units, management generally uses a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate.

Significant judgments and assumptions in the discounted cash flow model relate to future revenues and certain operating expenses, terminal growth rates, and discount rates.

Based on management’s projections, the carrying amounts of the entertainment and international sports linear networks reporting units exceeded their fair values, and management recorded non-cash goodwill impairment charges of approximately $0.7 billion, of which a significant portion relates to the entertainment linear networks reporting unit.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the entertainment linear networks and DTC services reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the entertainment linear networks and DTC services reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenues and certain operating expenses, terminal growth rates, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s entertainment linear networks and DTC services reporting units.

These procedures also included, among others, for the entertainment linear networks and DTC services reporting units (i) testing management’s process for developing the fair value estimates; (ii) testing the completeness and accuracy of underlying data used in the discounted cash flow models; and (iii) evaluating the reasonableness of the significant assumptions used by management related to future revenues and certain operating expenses, terminal growth rates, and discount rates.

Evaluating management’s assumptions related to future revenues and certain operating expenses, and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the entertainment linear networks and DTC services reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate assumptions.

November 21, 2023

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| Continuing operations | | | $ | 1.29 | | | | | $ | 1.75 | | | | | $ | 1.11 | |

| Discontinued operations | | | — | | | | | | (0.03) | | | | | | (0.02) | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| | | | 27,480 | | | | | | 27,642 | | |

| | | | 34,941 | | | | | | 33,596 | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| Impairments of produced and licensed content costs and goodwill | | | 2,987 | | | | | | — | | | | | | — | | |

| Proceeds from sales of investments | | | 458 | | | | | | 52 | | | | | | 337 | | |

| Contributions from / sales of noncontrolling interests | | | 735 | | | | | | 74 | | | | | | 91 | | |

| Other, net | | | (828) | | | | | | (913) | | | | | | (862) | | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

| Comprehensive income | | | | | | — | | | | | | — | | | | | | 2,354 | | | | | | 827 | | | | | | — | | | | | | 3,181 | | | | | | 549 | | | | | | 3,730 | | |

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

| Contributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 806 | | | | | | 806 | | |

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

| Distributions and other | | | | | | — | | | | | | (71) | | | | | | 103 | | | | | | — | | | | | | — | | | | | | 32 | | | | | | (546) | | | | | | (514) | | |

| Balance at September 30, 2023 | | | | | | 1,830 | | | | | | $ | 57,383 | | | | | $ | 46,093 | | | | | $ | (3,292) | | | | | $ | (907) | | | | | $ | 99,277 | | | | | $ | 4,680 | | | | | $ | 103,957 | |

[TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)

*Segment Restructuring*

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

| /s/ CHRISTINE M. MCCARTHY | | | | | | Senior Executive Vice President and Chief Financial Officer | | | | | | November 29, 2022 | | |

| (Christine M. McCarthy) | | | | | | | | | | | | | | |

| (Susan E. Arnold) | | | | | | | | | | | | | | |

| /s/ MARK G. PARKER | | | | | | Director | | | | | | November 29, 2022 | | |

Change in Accounting Principle

As disclosed in the consolidated statements of shareholders’ equity, the Company changed the manner in which it accounts for leases in fiscal year 2020.

As described in Note 2 and 7 to the consolidated financial statements and disclosed by management, capitalized film and television production costs are amortized based on whether the content is predominantly monetized individually or as a group.

Production costs for content that is predominantly monetized individually is amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues).

For episodic television series, Ultimate Revenues include revenues that will be earned within ten years, including imputed license fees for content that is used on the Company’s DTC streaming services, from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later.

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

For the year ended October 1, 2022, the Company recognized $10,224 million of amortization of produced content costs, which is primarily included in “Cost of services” in the consolidated statements of operations.

The principal considerations for our determination that performing procedures relating to amortization of production costs is a critical audit matter are the significant auditor effort in performing procedures and evaluating audit evidence used in the amortization calculation for production costs monetized individually and as a group, and management’s estimates of Ultimate Revenues and projected usage.

These procedures included testing the effectiveness of controls relating to amortization of production costs, including controls over the estimation of Ultimate Revenues and projected usage.

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

| | | | 27,642 | | | | | | 26,972 | | |

| | | | 33,596 | | | | | | 32,624 | | |

| Goodwill and intangible asset impairments | | | — | | | | | | — | | | | | | 4,953 | | |

| Dividends | | | — | | | | | | — | | | | | | (1,587) | | |

| Other, net | | | (839) | | | | | | (771) | | | | | | (1,471) | | |

| Balance at September 28, 2019 | | | | | | 1,802 | | | | | | $ | 53,907 | | | | | $ | 42,494 | | | | | $ | (6,617) | | | | | $ | (907) | | | | | $ | 88,877 | | | | | $ | 5,012 | | | | | $ | 93,889 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | (2,864) | | | | | | (1,705) | | | | | | — | | | | | | (4,569) | | | | | | 198 | | | | | | (4,371) | | |

| Dividends | | | | | | — | | | | | | 9 | | | | | | (1,596) | | | | | | — | | | | | | — | | | | | | (1,587) | | | | | | — | | | | | | (1,587) | | |

| Adoption of new lease accounting guidance | | | | | | — | | | | | | — | | | | | | 197 | | | | | | — | | | | | | — | | | | | | 197 | | | | | | — | | | | | | 197 | | |

| Distributions and other | | | | | | — | | | | | | (9) | | | | | | 84 | | | | | | — | | | | | | — | | | | | | 75 | | | | | | (624) | | | | | | (549) | | |

*Impact of COVID-19*

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

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

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 impact of COVID-19 related disruptions on our financial and operating results will be dictated by the currently unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.

In fiscal 2020, the Company recorded goodwill and intangible asset impairments totaling $5.0 billion, in part due to the negative impact COVID-19 has had on the International Channels business (see Note 18).

*Disney Media and Entertainment Distribution*

activities.

Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing.

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

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

◦Disney+, Disney+ Hotstar, ESPN+ (68% effective interest), Hulu and Star+ direct-to-consumer (DTC) video streaming services