Walt Disney (DIS) 10-K risk factor changes: FY2024 vs FY2023

Declines in U.S., [removed: global,] [added: global] and regional economic conditions [removed: generally] adversely affect the profitability of our businesses.

Declines in economic conditions, such as [removed: recession,] [added: recessions, other less severe slowdowns in] economic [removed: downturn,] [added: activity] and/or inflationary conditions in the U.S. and other regions of the world in which we do [removed: business, or a failure of conditions to improve as anticipated] [added: business] typically adversely affect demand [removed: and/or expenses] for [removed: one or more of] our [added: products and services and/or costs to operate our] businesses, reducing our revenue and earnings.

Past declines in economic conditions reduced [added: or resulted in slower growth than expected in, among other things,] guest spending at our parks and resorts, purchases of and prices for advertising on our [removed: broadcast and cable networks and owned stations, performance of our home entertainment releases,] [added: platforms] and purchases of Company-branded consumer products, and [added: we expect] similar impacts [removed: can be expected] as such conditions recur.

Recent inflationary conditions increased certain of our [removed: costs.][added: costs, including at our parks]

[removed: The current] [added: While a number of different factors affect the demand for our products and services, actual or perceived] economic conditions could [removed: also have the effect of reducing] [added: contribute to lower] attendance [added: or spending] at our parks and [removed: resorts,] [added: experiences businesses,] prices that MVPDs pay for our cable programming, purchases of and prices for advertising on our DTC products [removed: or] [added: and linear platforms,] subscription levels for our cable programming or DTC [removed: products,] [added: platforms or licensing fees,] while also continuing to increase the prices we pay for goods, services and labor.

In addition, an increase in price levels generally, or in price levels in a particular sector, could result in a shift in consumer demand away from the entertainment and experiences we offer, which could also adversely affect our revenues and, at the same time, increase our [removed: costs.][added: costs, including borrowing costs as a result of elevated interest rates, making it more difficult to obtain financing for our operations and investments on favorable terms.]

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

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

The current or continued strength in the value of the U.S. dollar [removed: has] adversely [removed: impacted] [added: impacts] the U.S. dollar value of revenue we receive and expect to receive from other markets and [removed: may reduce] [added: contributes to reduced] international demand for our [added: domestic] products and [removed: services.][added: services, including international travel to our domestic parks and resorts.]

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

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

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

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

New technologies affect the demand for our products, the manner in which our products are distributed to consumers, [added: the] ways we charge for and receive revenue for our entertainment products and the stability of those revenue streams, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of our entertainment products and the options available to advertisers for reaching their desired audiences.

These [removed: trends] [added: developments] have decreased advertising and affiliate revenue at some of our linear [removed: networks.][added: networks and have led, and may lead in the future, to the impairment of the value of certain of our assets.]

In addition, theater-going to watch movies [removed: currently is, and may continue to be,] [added: has remained] below [removed: pre-COVID-19] [added: pre-pandemic] levels.

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

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

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

[removed: We expect to] [added: As part of our DTC strategy, we] forgo [added: certain] revenue from [added: certain] traditional [removed: sources, particularly] [added: sources] as we [removed: expand] [added: invest in] our DTC offerings.

[removed: To date] [added: Since launch,] our DTC streaming services [removed: have] experienced significant losses.

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

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

Our businesses create entertainment, travel and consumer [removed: products whose] [added: products, the] success [added: of which] depends substantially on consumer tastes and preferences that change in often unpredictable ways.

The success of our businesses depends on our ability to consistently [removed: create] [added: produce] compelling [added: creative] content, which may be distributed, among other ways, through [added: DTC platforms,] broadcast, cable, [removed: theaters, internet or mobile technology,] [added: theaters] 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 [removed: public or] out-of-home entertainment experiences.

In addition, many of our businesses [removed: 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 [removed: changing] [added: continually evolving] consumer tastes and preferences outside as well as inside the U.S. Moreover, we must often [removed: invest] [added: make] substantial [removed: amounts] [added: investments] in content production and acquisition, acquisition of sports [added: and programming] rights, [removed: launch of new sports-related studio programming,] theme park attractions, cruise ships or hotels and other facilities or customer facing platforms before we [added: know the extent to which these products will earn consumer acceptance, and the market, economic or social conditions are sometimes significantly different from the ones we anticipated at the time of the investment decisions.]

Generally, [removed: our] revenues [added: from,] and profitability [added: of, each of our businesses] 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 [added: align with constantly evolving consumer preferences and tastes or] achieve sufficient consumer acceptance.

Further, [removed: consumers’] [added: preferences of some consumers are affected by their] perceptions of our position on matters of public interest, including [removed: our efforts to achieve certain of our] [added: regarding] environmental and social [removed: goals, often differ widely and present risks to our reputation and brands.][added: issues.]

[removed: If] [added: Where] those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our IP may decrease, or the cost of obtaining and maintaining rights may increase.

The terms of some copyrights for IP related to some of our products and services have [removed: expired] [added: expired, including the copyright term for the short film Steamboat Willie (1928)] and [added: early versions of characters depicted in this film, and] other copyrights will expire in the future.

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

The convergence of computing, [removed: communication] [added: communications] and entertainment devices, increased broadband internet speed and penetration, increased availability and speed of mobile data transmission and increasingly sophisticated attempts to obtain unauthorized access to data systems have made the unauthorized digital copying and distribution of our films, television productions and other creative works easier and faster and protection and [added: the] enforcement of IP rights more challenging.

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

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

Successful challenges to our rights in IP [removed: may] [added: typically] result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from or utilize the IP that is the subject of challenged rights.

From time to time, [added: third parties allege that] the Company [removed: has been notified that it may be] [added: is] infringing certain [added: third-party] IP [removed: rights of third parties.][added: rights.]

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

We also use computer [added: and cloud-based] systems to deliver our products and services and operate our businesses.

Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our [removed: computer] systems are subject to cyberattacks that [removed: may] [added: from time to time] result in disruptions in service.

RISKS RELATED TO OUR BUSINESSES AND INDUSTRY

and resorts.

Even if inflationary pressures moderate, we expect certain costs, such as for labor, to remain elevated.

Fluctuations in foreign currency exchange rates impact our revenues and the profitability of our businesses.

Fluctuations in foreign currency exchange rates against the U.S. dollar impact our revenues and the profitability of our businesses, including by impacting the cost in U.S. dollars of providing our goods and services, our revenues in U.S. dollars generated by our international businesses and the international demand for our domestic products and services.

A decrease in the value of the U.S. dollar often increases the cost of labor, goods and services in, or originating from, non-U.S. markets.

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Certain of our business operations have been temporarily disrupted by payment processing outages and widespread computing failures.

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including through third-party licensees or sellers of our licensed goods and services.

We adjust our business strategies from time to time in connection with changes in senior management and in our efforts to respond to changes in technology, consumer purchasing and consumption patterns, acceptance of our entertainment offerings, the market for advertising, macroeconomic conditions and other changes in the business environment.

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In addition, given the nature of travel planning, consumers typically delay their consumption of certain of our products and services, such as our theme parks and resorts, in connection with planned major product launches of regional travel industry competitors.

Each of these competitive pressures could reduce our revenue and increase our marketing costs.

We face risks related to the renewal of long-term programming or distribution contracts on sufficiently favorable terms.

We may lose programming rights or distribution rights if we are unable to renew these contracts on acceptable terms.

There can be

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We face risks related to damage to our reputation or brands.

We have experienced flat subscriber growth or net losses of subscribers in periods.

Our elevated indebtedness and leverage ratios in response to the financial impact of COVID-19 on our

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businesses resulted in S&P Global Ratings and Fitch Ratings downgrading our debt ratings.

The new collective bargaining agreements with these and another entertainment guild and recently with certain labor unions at our domestic parks and resorts will increase our costs to create our content and to operate our domestic parks and resorts, respectively.

In July 2024, members of SAG-AFTRA commenced a work stoppage against video game employers, which is ongoing.

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and sports advertising revenues are impacted by the timing of sports seasons and events, which varies throughout the year and/or take place periodically.

Further, certain conditions in the healthcare industry, such as prolonged workforce shortages or rising prescription drug prices, may lead to an increase in the cost of medical insurance and expenses.

These factors may also increase future funding requirements for these benefit plans.

In May 2024, the Company and NBCU entered into a confidential arbitration to resolve a dispute regarding the contractual appraisal process, in which the parties seek declaratory relief, equitable relief and unspecified damages (see Note 2 of the Consolidated Financial Statements for additional information).

RISKS RELATED TO INTELLECTUAL PROPERTY, CYBERSECURITY AND REGULATORY REQUIREMENTS

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secured in the United States.

Further, the availability of certain AI tools has facilitated the creation of infringing works based on the unauthorized use of our IP.

Cybersecurity and other data compromises and/or attempted compromises increase our costs, disrupt our services and business plans, lead to the disclosure of our confidential information, including unauthorized use of our intellectual property, and negatively impact our reputation.

We face an increasingly challenging cybersecurity environment with expanding and evolving threats from a variety of potential bad actors.

While we employ various tools in an effort to protect our data and systems, certain of our defenses remain subject to human error.

Remote work by our employees and contractors and those of the third parties with whom we engage create additional risks.

For example, as previously disclosed in the Company’s Form 10-Q for the third quarter of fiscal 2024, in fiscal 2024 over a terabyte of data from one of the communications systems used by the Company was improperly exfiltrated and released.

We have experienced and may in the future experience cybersecurity attacks that result in the misappropriation of personal information of our customers and/or employees, which may result in reputational damage, loss of business and/or harm to employee morale.

BUSINESS, ECONOMIC, MARKET and OPERATING CONDITION RISKS

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

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

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

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

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.

Consumer tastes and preferences impact, among other items, revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air), affiliate fees, subscription fees, theatrical film receipts, the license of rights to other distributors, theme park admissions, hotel room charges and merchandise, food and beverage sales, sales of licensed consumer products or sales of our other consumer products and services.

Protection of electronically stored data and other cybersecurity is costly, and if our data or systems are materially compromised in spite of this protection, we may incur additional costs, lost opportunities, damage to our reputation, disruption of service or theft of our assets.

In

In addition, 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 historically have been the source of the majority of our revenue.

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

Our results may be adversely affected if long-term programming or distribution contracts are not renewed on sufficiently favorable terms.

See Item 1 — Federal Regulation - Entertainment and Sports.

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.

Government requirements could be reinstated and new government requirements may be imposed to address COVID-19 or future health outbreaks or pandemics.

Damage to our reputation or brands may negatively impact our Company across businesses and regions.

We may not successfully execute on our DTC strategy.

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,

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

As a result of the financial impact of COVID-19 on our businesses, Standard and Poor’s downgraded our long-term debt ratings by two notches to BBB+ and downgraded our short-term debt ratings by one notch to A-2.

Fitch downgraded our long- and short-term credit ratings by one notch to A- and F2, respectively.

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

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

The new collective bargaining agreements with the Directors Guild of America, WGA and SAG-AFTRA will lead to increased costs to create content, including as a result of increases in rates, residuals and benefits.

Future health outbreaks and pandemics may lead to an increase in the cost of medical insurance and expenses.

These macroeconomic factors as well as a decline in the fair value of pension and postretirement medical plan assets may put upward pressure on the cost of providing pension and postretirement medical benefits and may increase future funding requirements.

based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value as of September 30, 2023, and a guaranteed floor value.

| | | | [added: 2024] | | | | | | [added: 2023] | | | | | | | | | | | | % Change Better (Worse) | | | | | | | | | | | |

| Services | | | $ | [removed: 79,562] [added: 81,841] | | | | | $ | [removed: 74,200] [added: 79,562] | | | | | [removed: $] | [removed: 61,768] | | | | | [removed: 7] [added: 3] % | | | | | | [removed: 20 %] | | | | | |

| Products | | | [removed: 9,336] [added: 9,520] | | | | | | [removed: 8,522] [added: 9,336] | | | | | | [removed: 5,650] | | | | | | [removed: 10] [added: 2] % | | | | | | [removed: 51 %] | | | | | |

| Total revenues | | | [removed: 88,898] [added: 91,361] | | | | | | [removed: 82,722] [added: 88,898] | | | | | | [removed: 67,418] | | | | | | [removed: 7] [added: 3] % | | | | | | [removed: 23 %] | | | | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (53,139)] [added: (52,509)] | | | | | | [removed: (48,962)] [added: (53,139)] | | | | | | [removed: (41,129)] | | | | | | [removed: (9)] [added: 1] % | | | | | | [removed: (19) %] | | | | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (6,062)] [added: (6,189)] | | | | | | [removed: (5,439)] [added: (6,062)] | | | | | | [removed: (4,002)] | | | | | | [removed: (11)] [added: (2)] % | | | | | | [removed: (36) %] | | | | | |

| Selling, general, administrative and other | | | [removed: (15,336)] [added: (15,759)] | | | | | | [removed: (16,388)] [added: (15,336)] | | | | | | [removed: (13,517)] | | | | | | [removed: 6] [added: (3)] % | | | | | | [removed: (21) %] | | | | | |

| Depreciation and amortization | | | [removed: (5,369)] [added: (4,990)] | | | | | | [removed: (5,163)] [added: (5,369)] | | | | | | [removed: (5,111)] | | | | | | [removed: (4)] [added: 7] % | | | | | | [removed: (1) %] | | | | | |

| Total costs and expenses | | | [removed: (79,906)] [added: (79,447)] | | | | | | [removed: (75,952)] [added: (79,906)] | | | | | | [removed: (63,759)] | | | | | | [removed: (5)] [added: 1] % | | | | | | [removed: (19) %] | | | | | |

| Restructuring and impairment charges | | | [removed: (3,892)] [added: (3,595)] | | | | | | [removed: (237)] [added: (3,892)] | | | | | | [removed: (654)] | | | | | | [removed: \>(100)] [added: 8] % | | | | | | [removed: 64 %] | | | | | |

| Other income (expense), net | | | [removed: 96] [added: (65)] | | | | | | [removed: (667)] [added: 96] | | | | | | [removed: 201] | | | | | | nm | | | | | | [removed: nm] | | | | | |

| Interest expense, net | | | [removed: (1,209)] [added: (1,260)] | | | | | | [removed: (1,397)] [added: (1,209)] | | | | | | [removed: (1,406)] | | | | | | [removed: 13] [added: (4)] % | | | | | | [removed: 1 %] | | | | | |

| Equity in the income of investees, net | | | [removed: 782] [added: 575] | | | | | | [removed: 816] [added: 782] | | | | | | [removed: 761] | | | | | | [removed: (4)] [added: (26)] % | | | | | | [removed: 7 %] | | | | | |

| Income from continuing operations before income taxes | | | [removed: 4,769] [added: $] | [added: 7,569] | | | | | [removed: 5,285] [added: $] | [added: 4,769] | | | | | [removed: 2,561] | | | | | | [removed: (10)] [added: 59] % | | | | | | [removed: \>100 %] | | | | | |

| Net income | | | [removed: 3,390] [added: 5,773] | | | | | | [removed: 3,505] [added: 3,390] | | | | | | [removed: 2,507] | | | | | | [removed: (3)] [added: 70] % | | | | | | [removed: 40 %] | | | | | |

| Net income [removed: from continuing operations] attributable to noncontrolling [removed: and redeemable noncontrolling] interests | | | [removed: (1,036)] [added: (801)] | | | | | | [removed: (360)] [added: (1,036)] | | | | | | [removed: (512)] | | | | | | [removed: \>(100)] [added: 23] % | | | | | | [removed: 30 %] | | | | | |

| Net income attributable to Disney | | | $ | [removed: 2,354] [added: 4,972] | | | | | $ | [removed: 3,145] [added: 2,354] | | | | | [removed: $] | [removed: 1,995] | | | | | [removed: (25)] [added: \>100] % | | | | | | [removed: 58 %] | | | | | |

| Diluted earnings per share attributable to Disney | | | $ | [removed: 1.29] [added: 2.72] | | | | | $ | [removed: 1.75] [added: 1.29] | | | | | [removed: $] | [removed: 1.11] | | | | | [removed: (26)] [added: \>100] % | | | | | | [removed: 58 %] | | | | | |

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

Revenues for fiscal [removed: 2023] [added: 2024] increased [removed: 7%,] [added: 3%,] or [removed: $6.2] [added: $2.5] billion, to [removed: $88.9] [added: $91.4] billion; net income attributable to Disney [removed: decreased $0.8] [added: increased $2.6] billion to income of [removed: $2.4] [added: $5.0] billion compared to [removed: $3.1] [added: $2.4] billion in the prior year; and diluted earnings per share (EPS) from continuing operations attributable to Disney [removed: decreased] [added: increased] to [removed: $1.29] [added: $2.72] compared to [removed: $1.75] [added: $1.29] in the prior year.

The EPS [removed: decrease] [added: increase] was due to higher [removed: restructuring and impairment charges and lower] operating income at Entertainment.

These decreases were partially offset by [removed: the comparison to the impact of the Content License Early Termination,] higher [removed: operating income at Experiences in the current year compared to the prior year and investment gains] [added: non-tax deductible impairments] in the current year compared to [removed: investment losses in] the prior year.

[removed: Revenues][added: *Revenues - Advertising*]

[removed: These increases were partially offset] by [removed: decreases in advertising] [added: lower theatrical distribution] revenue, [added: a decrease in] TV/VOD distribution sales and [added: lower] affiliate revenue.

[removed: Growth at theme parks] [added: Parks & Experiences merchandise, food] and [removed: resorts] [added: beverage revenue growth] was due to [added: increases of 2% from] higher volumes and [added: 2% from higher average] guest spending.

[removed: Costs] [added: - Participations] and [removed: expenses][added: residual expenses]

The [removed: increase] [added: decrease] in programming and production costs was due to [removed: higher costs at Entertainment Direct-to-Consumer and increased] [added: lower] production cost amortization [removed: resulting from higher] [added: attributable to the decreases in] theatrical [removed: revenue,] [added: and TV/VOD distribution revenues,] partially offset by [removed: a decrease in production] [added: higher film] cost [removed: amortization due to lower TV/VOD distribution sales.][added: impairments.]

[removed: Restructuring] [added: | Restructuring] and [removed: Impairment Charges][added: impairment charges(2) | | | (12) | | | | | | (346) | | | | | | 97 % | | |]

[added: -] Restructuring and impairment charges [removed: in fiscal 2023 were $3,892] [added: of $3,595] million [removed: comprising:]

[removed: - $2,577 million for the Content Impairment charge (see] [added: See] Note [removed: 18 of] [added: 14 to] the Consolidated Financial [removed: Statements)][added: Statements for more information on litigation exposure.]

[removed: - $96 million for exiting] [added: | Costs to exit] our [removed: businesses in] Russia [added: businesses] and other [removed: charges][added: | | | — | | | | | | 96 | | |]

[removed: Other Income] [added: | Other income] (expense), [removed: net][added: net | | | | | | $ | (65) | | | | | $ | 96 | | | | | nm | | |]

| ($ in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change Better (Worse) | | |

| DraftKings gain [removed: (loss)] | | | | | | $ | [removed: 169] [added: —] | | | | | $ | [removed: (663)] [added: 169] | | | | | [removed: nm] [added: (100) %] | | |

| Other, net | | | | | | [removed: (73)] [added: (65)] | | | | | | [removed: (4)] [added: (73)] | | | | | | [removed: \>(100)] [added: 11] % | | |

| Other income (expense), net | | | [added: (65)] | | | [removed: $] | [removed: 96] | | [added: 96] | | | [removed: $] | [removed: (667)] | | | | | [added: | | |] nm | | | [added: | | | | | | | | |]

In fiscal 2023, the Company recognized a gain of $169 million on its investment in DraftKings, Inc. (DraftKings), which was sold in [removed: the current] fiscal [removed: year.][added: 2023.]

[removed: Interest Expense, net][added: | Interest expense, net | | | | | | $ | (1,260) | | | | | $ | (1,209) | | | | | (4) % | | |]

| Interest expense | | | | | | $ | [removed: (1,973)] [added: (2,070)] | | | | | $ | [removed: (1,549)] [added: (1,973)] | | | | | [removed: (27)] [added: (5)] % | | |

| Interest income, investment income and other | | | | | | [removed: 764] [added: 810] | | | | | | [removed: 152] [added: 764] | | | | | | [removed: \>100] [added: 6] % | | |

| Income taxes | | | (1,796) | | | | | | (1,379) | | | | | | | | | | | | (30) % | | | | | | | | | | | |

- Developments and Trends

In Item 7, we discuss fiscal 2024 and 2023 results and comparisons of fiscal 2024 results to fiscal 2023 results.

Discussions of fiscal 2022 results and comparisons of fiscal 2023 results to fiscal 2022 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/1744489/000174448923000216/dis-20230930.htm#iefb04f78647c4ff1bec79f603e36c3da_61) for the fiscal year ended September 30, 2023.

Cost of services for fiscal 2024 decreased 1%, or $0.6 billion, to $52.5 billion, primarily due to lower non-sports programming and production costs, partially offset by higher sports programming and production costs and the impact of inflation and increased volumes at our parks and experiences businesses.

Depreciation and amortization decreased 7%, or $0.4 billion, to $5.0 billion due to lower depreciation at our domestic parks and resorts and lower TFCF and Hulu acquisition amortization.

| Impairments: | | | | | | | | | | | |

| Goodwill(1) | | | 1,287 | | | | | | 721 | | |

| Retail assets | | | 328 | | | | | | — | | |

| Content(2) | | | 187 | | | | | | 2,577 | | |

| Equity investments | | | 165 | | | | | | 141 | | |

| Severance | | | 83 | | | | | | 357 | | |

| | | | $ | 3,595 | | | | | $ | 3,892 | |

(1)In the current year, goodwill impairments related to our general entertainment linear networks.

In the prior year, goodwill impairments related to our general entertainment and international sports linear networks.

(2)In the current and prior years, content impairments related to strategic changes in our approach to content curation.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

The decrease in the effective income tax rate in the current year compared to the prior year was due to the recognition of a $418 million benefit in the current year related to prior years’ tax matters (Income Tax Reserve Adjustments) and a lower foreign effective tax rate.

We recognized $2.9 billion of impairments in the current year and $0.7 billion of impairments in the prior year that are not tax deductible.

The decrease in net income attributable to noncontrolling interests reflected the comparison to the accretion of NBCU’s interest in Hulu and Major League Baseball’s interest in BAMTech LLC as well as lower results at our National Geographic business.

These decreases were partially offset by improved results at Hong Kong Disneyland Resort.

We had accreted to the redemption value for BAMTech LLC by November 2022 and to the guaranteed floor payment for Hulu by December 2023.

- Other expense of $65 million related to a legal ruling

- Income Tax Reserve Adjustments of $418 million

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| Year Ended September 28, 2024: | | | | | | | | | | | | | | | | | | | | | | | |

| Other expense | | | (65) | | | | | | 11 | | | | | | (54) | | | | | | (0.03) | | |

| Income Tax Reserve Adjustments | | | — | | | | | | 418 | | | | | | 418 | | | | | | 0.23 | | |

| Total | | | $ | (5,337) | | | | | $ | 1,113 | | | | | $ | (4,224) | | | | | $ | (2.26) | |

The Entertainment segment generates revenue from film, episodic and other content that is produced and distributed across three significant lines of business:

The initial costs of marketing

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

Certain other costs, such as technology, shared services and certain labor related costs, are allocated based on metrics designed to correlate with consumption.

Eliminations

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| | | | $ | 41,186 | | | | | $ | 40,635 | | | | | 1 % | | | | | | | | |

| | | | $ | 3,923 | | | | | $ | 1,444 | | | | | \>100 % | | | | | | | | |

The increase in Entertainment operating income was due to improved results at Direct-to-Consumer and, to a lesser extent, Content Sales/Licensing and Other, partially offset by a decrease at Linear Networks.

| | | | $ | 6,872 | | | | | $ | 7,369 | | | | | (7) % | | |

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

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

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | | | | |

| Income taxes from continuing operations | | | (1,379) | | | | | | (1,732) | | | | | | (25) | | | | | | 20 % | | | | | | \>(100) % | | | | | |

| Net income from continuing operations | | | 3,390 | | | | | | 3,553 | | | | | | 2,536 | | | | | | (5) % | | | | | | 40 % | | | | | |

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

- Restructuring Activities

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

In the prior year, the Company recorded a reduction in revenue 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 at our Entertainment Direct-to-Consumer services (Content License Early Termination).

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.

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

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.

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.

These decreases were partially offset by higher theatrical marketing costs and an increase in marketing costs at theme parks and resorts.

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.

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

- $357 million for severance

- $141 million for an impairment of an equity investment

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

| Effective income tax rate - continuing operations | | | 28.9% | | | | | | 32.8% | | | | | | | | | | | |

The decrease in the effective income tax rate was due to the following:

- A lower effective tax rate on foreign earnings in the current year compared to the prior year;

- A favorable comparison from adjustments related to previous year’s tax matters, which was a benefit in the current year and a detriment in the prior year; partially offset by

- New tax regulations issued in the prior year that limited our ability to use certain accumulated foreign tax credits;

- An unfavorable impact in the current year from goodwill impairments, which were not tax deductible; and

- An unfavorable impact in the current year compared to a favorable impact in the prior year for the tax effect of employee share-based awards.

Noncontrolling Interests

The increase in net income from continuing operations attributable to noncontrolling interests was due to improved results at our Asia Theme Parks and higher accretion of NBC Universal’s interest in Hulu.

Net income attributable to noncontrolling interests is determined on income after royalties and management fees, financing costs and income taxes, as applicable.

[removed: The] [added: While various modeling techniques can be used in a VAR computation, the] Company’s computations are based on [added: a variance/co-variance technique, which assesses] the interrelationships between movements in various interest rates, currencies, commodities and equity [removed: prices (a variance/co-variance technique).][added: prices.]

The model includes all of the Company’s [removed: debt as well as all] [added: debt,] interest rate and foreign [removed: exchange derivative contracts,] [added: exchange, and] commodities [added: derivatives,] and market sensitive equity investments.

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

VAR on a combined basis decreased to [removed: $284] [added: $255] million at September [removed: 30, 2023] [added: 28, 2024] from [removed: $395] [added: $284] million at [removed: October 1, 2022] [added: September 30, 2023] due to reduced interest rate [removed: volatility and lower sensitivity of our debt portfolio to movement of interest rates.][added: volatility.]

| Fiscal [removed: 2023] [added: 2024] | | | | | | Interest Rate Sensitive Financial Instruments | | | | | | Currency Sensitive Financial Instruments | | | | | | Equity Sensitive Financial Instruments | | | | | | Commodity Sensitive Financial Instruments | | | | | | Combined Portfolio | | |

| Year end fiscal 2023 VAR | | | | | | [removed: $ |] 258 | | | | | [removed: $] | 45 | | | | | [removed: $] | 4 | | | | | [removed: $] | 4 | | | | | [removed: $] | 284 | | [added: |]

| Year end fiscal [removed: 2022] [added: 2024] VAR | | | | | | [removed: 376] [added: $] | [added: 235] | | | | | [removed: 71] [added: $] | [added: 40] | | | | | [removed: 20] [added: $] | [added: 7] | | | | | [removed: 4] [added: $] | [added: 2] | | | | | [removed: 395] [added: $] | [added: 255] | |

The VAR for [removed: Hong Kong Disneyland Resort and Shanghai Disney Resort] [added: Asia Theme Parks] is immaterial as of September [removed: 30, 2023] [added: 28, 2024] and has been excluded from the above table.

| Average VAR | | | | | | 290 | | | | | | 48 | | | | | | 5 | | | | | | 3 | | | | | | 315 | | |

| Highest VAR | | | | | | 416 | | | | | | 57 | | | | | | 7 | | | | | | 4 | | | | | | 444 | | |

| Lowest VAR | | | | | | 235 | | | | | | 40 | | | | | | 4 | | | | | | 2 | | | | | | 255 | | |

Various modeling techniques can be used in a VAR computation.

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

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

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

The Walt Disney Company, together with [removed: its subsidiaries,] [added: the subsidiaries through which businesses are conducted (the Company),] is a diversified worldwide entertainment company with operations in three segments: Entertainment, Sports and Experiences.

[removed: *Human Capital*][added: HUMAN CAPITAL]

The Company employed approximately [removed: 225,000] [added: 233,000] people as of September [removed: 30, 2023,] [added: 28, 2024,] of which approximately [removed: 167,000] [added: 171,000] were employed in the U.S. and approximately [removed: 58,000] [added: 62,000] were employed outside the U.S. Our global workforce [removed: is comprised of] [added: comprises] approximately [removed: 77%] [added: 76%] full time and 16% part time employees, with another [removed: 7%] [added: 8%] being seasonal employees.

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

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

◦Global [removed: Well-Being Week (introduced in 2022), a dedicated week for employees around the world to celebrate, learn and engage in] well-being [removed: through] [added: programs, including] in-person [added: offerings through campus health clubs] and virtual [added: and onsite] events and activities focused on physical, emotional, financial and social well-being

- Diversity, Equity [removed: and] [added: &] Inclusion [removed: (DE&I):] [added: (DEI):] Our [removed: DE&I] [added: DEI] objectives are to build [added: and sustain] 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: Our DE&I] [added: Some of our DEI] initiatives and programs [removed: include:][added: are:]

◦Executive [removed: Incubator, Creative Talent Development and Inclusion,] [added: incubator program] and [removed: the Disney Launchpad: Shorts Incubator, which are] [added: creative talent development program] designed to [removed: create a pipeline] [added: engage the next generation] of [removed: next-generation] creative executives from underrepresented backgrounds

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

[removed: More] [added: At the end of fiscal 2024, more] than [removed: 15,000] [added: 12,000] current employees [removed: are] [added: were] enrolled and more than [removed: 3,800] [added: 5,000] current employees [removed: have] [added: had] graduated since the program launched in 2018.

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

[removed: *Environmental Sustainability*][added: ENVIRONMENTAL SUSTAINABILITY]

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

The [removed: significant] lines of business within Entertainment [removed: are as follows:][added: along with their significant business activities include the following:]

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

◦Disney+: a global [removed: DTC] [added: direct-to-consumer (DTC)] service that primarily offers general entertainment and family [removed: programming.][added: programming]

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

[removed: ◦Hulu (owned 67% by the Company):] [added: ◦Hulu:] 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 [added: various] cable [removed: networks] and [removed: the major] broadcast [removed: networks][added: networks.]

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

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

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

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

- Home entertainment distribution - [removed: Sales] [added: Electronic sales] and rentals of [removed: our] film and episodic content [removed: to retailers and] through distributors [added: and royalties from the licensing of physical distribution rights]

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

[removed: ◦Amortization of participations] [added: ◦Participations] and residual [removed: obligations][added: expenses]

◦Fees paid to the Sports segment to program ESPN on ABC and certain sports content on [removed: Star+][added: Disney+]

ABC Network distributes programming to approximately [removed: 240] [added: 245] local affiliated television stations and to our eight owned television stations, which collectively reach almost 100% of U.S. television households.

ESPN programs the sports daypart on [removed: the] ABC Network, which is branded ESPN on ABC.

ABC Network produces a variety of [added: unscripted series,] primetime specials, news and daytime programming.

[removed: The channel features] [added: Disney Channels air programming 24 hours a day targeted to kids ages 2 to 14 and generally feature] live-action comedy series, animated programming and preschool series as well as original movies and theatrical films.

Freeform is a channel targeted to viewers ages 18 to 34 that airs [removed: original, Company owned (“library”)] [added: original] and licensed television series, films and holiday programming events.

Branded television channels include: FX; FXM; and FXX (collectively FX Channels), which air a mix of [removed: original, library] [added: original] and licensed television series and films.

National Geographic Channels air [removed: scripted and documentary] programming [removed: on] [added: in genres] such [removed: topics] as [removed: natural history,] [added: travel,] adventure, [removed: science, exploration] [added: wildlife, documentary, science] and [removed: culture.][added: history.]

| [removed: Disney] [added: Disney Channel] | | | [added: 66] | | |

| [removed: Freeform(2)] [added: Freeform] | | | [removed: 71] [added: 55] | | |

| [removed: National] [added: National] Geographic [removed: Channels] | | | [added: 66] | | |

(1)Based on Nielsen Media Research estimates as of September [removed: 2023.][added: 2024.]

[removed: Estimates] [added: The number of domestic subscribers, based on Nielsen Media Research estimates as of September 2024, are 58 million for each of A&E, HISTORY and Lifetime and] include traditional MVPD and the majority of digital OTT subscriber counts.

| KTRK | | | | | | Houston, TX | | | | | | [removed: 7] [added: 6] | | |

Primetime programming includes scripted series, reality programming and a variety of movies and specials.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| FX | | | 67 | | |

- A&E – which offers entertainment programming including original reality and documentary programming

- Lifetime – which offers programming targeted to women

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

In the U.S., subscribers to both Disney+ and Hulu may access certain Hulu programming through a tile on Disney+.

In Latin America, Disney+ includes an ESPN branded tile, which features a variety of sports content including live events.

The Company plans to launch an ESPN branded tile on Disney+ in the U.S. in early fiscal 2025.

At the end of June 2024, we merged these services into a single Disney+ product offering.

During fiscal 2025, we expect to release approximately 15 films.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

We distribute through e-tailers such as Apple and Amazon, and MVPDs, such as Comcast and DirecTV, for electronic distribution.

We have licensed the rights for physical distribution to third parties who generally sell to retailers, such as Walmart and Amazon.

Licensed content includes acquired episodic programming rights, movies and specials.

In fiscal 2025, the Company plans to produce or commission approximately 215 episodic and film titles.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

In February 2024, the Company, Fox Corporation and Warner Bros.

Discovery, Inc. announced plans to create a joint venture to offer a sports-focused DTC platform (Venu Sports) that will distribute each party’s domestic sports networks, certain broadcast networks and sports streaming services.

In August 2024, a motion for preliminary injunction in a matter before the District Court for the Southern District of New York was granted, enjoining the launch of Venu Sports.

See Note 14 of the Consolidated Financial Statements for additional information regarding this legal matter.

Further, the formation and launch of Venu Sports are subject to the finalization of definitive agreements among the parties.

In early fall 2025, the Company plans to launch a new DTC offering, which will include live linear streams of the domestic ESPN-branded television channels and ESPN+.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

Branded television channels include seven 24-hour domestic television sports channels:

- ESPN and ESPN2 - both dedicated to professional and college sports as well as sports news and original programming

- ESPNU - dedicated to college sports

- ESPNEWS - re-airs select ESPN studio shows and airs a variety of other programming

- SEC Network - dedicated to Southeastern Conference college athletics

- ACC Network - dedicated to Atlantic Coast Conference college athletics

- ESPN Deportes - airs professional and college sports as well as studio shows in Spanish

(1)Based on Nielsen Media Research estimates as of September 2024.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

Affiliate revenues vary with the subscriber levels of MVPDs.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

DinoLand USA will be rethemed and in 2027, is planned to open as Tropical Americas, which will feature themed attractions, restaurants, merchandise shops and entertainment experiences.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

3,600 vacation club units.

The Disneyland Resort is located in Anaheim, California on approximately 550 acres of land.

Resort facilities included 180,000 square feet of conference meeting space.

We provide:

◦Family care resources, such as childcare 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, college preparation, support for students with special needs, a variety of parenting educational resources, long-term care coverage and a family building benefit supporting fertility treatments, adoptions or surrogacy

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

◦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

◦Reimagine Tomorrow, which is the Company’s digital destination for amplifying underrepresented voices and features some of Disney’s DE&I commitments and actions

◦Employee development programs and fellowships for underrepresented talent

◦Innovative learning opportunities, which spark dialogue among employees, leaders, Disney talent and external experts

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

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

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

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

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

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

- Sustainability and Social Impact: The Company’s longstanding commitments to sustainability and social impact helps differentiate the Company as an employer.

Our priorities include operating responsibly; investing in our people’s development and employee experience; diversity, equity and inclusion; environmental stewardship and conservation; and supporting our communities, with a focus on supporting children and families.

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

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

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

*Disney Channel* - the Disney Channel airs original series and movie programming 24 hours a day targeted to kids ages 2 to 14.

*Disney Junior* - the Disney Junior channel airs programming 24 hours a day targeted to kids ages 2 to 7 and their parents and caregivers.

The channel features animated and live-action programming that blends Disney’s storytelling and characters with learning.

Disney Junior also airs as a programming block on the Disney Channel.

*Disney XD* - the Disney XD channel airs programming 24 hours a day targeted to kids ages 6 to 11.

The channel features a mix of live-action and animated programming.

| | | | | | |

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

| | | | Subscribers(1) | | |

| Disney Channel | | | 71 | | |

| Disney Junior(2) | | | 52 | | |

| Disney XD(2) | | | 51 | | |

| FX Channels | | | | | |

| FX | | | 72 | | |

| FXX(2) | | | 68 | | |

| FXM(2) | | | 43 | | |

| National Geographic | | | 71 | | |

| National Geographic Wild(2) | | | 42 | | |

(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.

- A&E – which generally offers unscripted entertainment programming

- Lifetime and Lifetime Movie Network (LMN) – which offer female-focused programming

For the fiscal year ended September [removed: 30, 2023][added: 28, 2024]

[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: $182.9] [added: $223.4] billion.

There were [removed: 1,830,315,921] [added: 1,810,939,306] shares of common stock outstanding as of November [removed: 15, 2023.][added: 6, 2024.]

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the [removed: 2024] [added: 2025] annual meeting of the Company’s shareholders.

| ITEM 1. | | | [removed: [Business](#iefb04f78647c4ff1bec79f603e36c3da_16)] [added: [Business](#if099789dbfe14e558e4c28ed467a54b7_16)] | | | [removed: [2](#iefb04f78647c4ff1bec79f603e36c3da_13)] [added: [2](#if099789dbfe14e558e4c28ed467a54b7_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#iefb04f78647c4ff1bec79f603e36c3da_34)] [added: Factors](#if099789dbfe14e558e4c28ed467a54b7_40)] | | | [removed: [17](#iefb04f78647c4ff1bec79f603e36c3da_34)] [added: [17](#if099789dbfe14e558e4c28ed467a54b7_40)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#iefb04f78647c4ff1bec79f603e36c3da_37)] [added: Comments](#if099789dbfe14e558e4c28ed467a54b7_43)] | | | [removed: [26](#iefb04f78647c4ff1bec79f603e36c3da_37)] [added: [27](#if099789dbfe14e558e4c28ed467a54b7_43)] | | |

| ITEM 2. | | | [removed: [Properties](#iefb04f78647c4ff1bec79f603e36c3da_40)] [added: [Properties](#if099789dbfe14e558e4c28ed467a54b7_46)] | | | [removed: [26](#iefb04f78647c4ff1bec79f603e36c3da_40)] [added: [28](#if099789dbfe14e558e4c28ed467a54b7_46)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#iefb04f78647c4ff1bec79f603e36c3da_43)] [added: Proceedings](#if099789dbfe14e558e4c28ed467a54b7_49)] | | | [removed: [27](#iefb04f78647c4ff1bec79f603e36c3da_43)] [added: [29](#if099789dbfe14e558e4c28ed467a54b7_49)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#iefb04f78647c4ff1bec79f603e36c3da_46)] [added: Disclosures](#if099789dbfe14e558e4c28ed467a54b7_52)] | | | [removed: [27](#iefb04f78647c4ff1bec79f603e36c3da_46)] [added: [29](#if099789dbfe14e558e4c28ed467a54b7_52)] | | |

| [Information About our Executive [removed: Officers](#iefb04f78647c4ff1bec79f603e36c3da_49)] [added: Officers](#if099789dbfe14e558e4c28ed467a54b7_55)] | | | | | | [removed: [27](#iefb04f78647c4ff1bec79f603e36c3da_49)] [added: [29](#if099789dbfe14e558e4c28ed467a54b7_55)] | | |

| ITEM 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iefb04f78647c4ff1bec79f603e36c3da_55)] [added: Securities](#if099789dbfe14e558e4c28ed467a54b7_61)] | | | [removed: [29](#iefb04f78647c4ff1bec79f603e36c3da_55)] [added: [31](#if099789dbfe14e558e4c28ed467a54b7_61)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iefb04f78647c4ff1bec79f603e36c3da_61)] [added: Operations](#if099789dbfe14e558e4c28ed467a54b7_67)] | | | [removed: [30](#iefb04f78647c4ff1bec79f603e36c3da_61)] [added: [32](#if099789dbfe14e558e4c28ed467a54b7_67)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iefb04f78647c4ff1bec79f603e36c3da_127)] [added: Risk](#if099789dbfe14e558e4c28ed467a54b7_139)] | | | [removed: [68](#iefb04f78647c4ff1bec79f603e36c3da_127)] [added: [57](#if099789dbfe14e558e4c28ed467a54b7_139)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#iefb04f78647c4ff1bec79f603e36c3da_130)] [added: Data](#if099789dbfe14e558e4c28ed467a54b7_142)] | | | [removed: [69](#iefb04f78647c4ff1bec79f603e36c3da_130)] [added: [58](#if099789dbfe14e558e4c28ed467a54b7_142)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iefb04f78647c4ff1bec79f603e36c3da_133)] [added: Disclosure](#if099789dbfe14e558e4c28ed467a54b7_145)] | | | [removed: [69](#iefb04f78647c4ff1bec79f603e36c3da_133)] [added: [58](#if099789dbfe14e558e4c28ed467a54b7_145)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#iefb04f78647c4ff1bec79f603e36c3da_136)] [added: Procedures](#if099789dbfe14e558e4c28ed467a54b7_148)] | | | [removed: [69](#iefb04f78647c4ff1bec79f603e36c3da_136)] [added: [58](#if099789dbfe14e558e4c28ed467a54b7_148)] | | |

| ITEM 9B. | | | [Other [removed: Information](#iefb04f78647c4ff1bec79f603e36c3da_139)] [added: Information](#if099789dbfe14e558e4c28ed467a54b7_151)] | | | [removed: [69](#iefb04f78647c4ff1bec79f603e36c3da_139)] [added: [59](#if099789dbfe14e558e4c28ed467a54b7_151)] | | |

| ITEM 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iefb04f78647c4ff1bec79f603e36c3da_142)] [added: Inspections](#if099789dbfe14e558e4c28ed467a54b7_154)] | | | [removed: [69](#iefb04f78647c4ff1bec79f603e36c3da_142)] [added: [59](#if099789dbfe14e558e4c28ed467a54b7_154)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iefb04f78647c4ff1bec79f603e36c3da_148)] [added: Governance](#if099789dbfe14e558e4c28ed467a54b7_160)] | | | [removed: [70](#iefb04f78647c4ff1bec79f603e36c3da_148)] [added: [60](#if099789dbfe14e558e4c28ed467a54b7_160)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#iefb04f78647c4ff1bec79f603e36c3da_151)] [added: Compensation](#if099789dbfe14e558e4c28ed467a54b7_163)] | | | [removed: [70](#iefb04f78647c4ff1bec79f603e36c3da_151)] [added: [60](#if099789dbfe14e558e4c28ed467a54b7_163)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iefb04f78647c4ff1bec79f603e36c3da_154)] [added: Matters](#if099789dbfe14e558e4c28ed467a54b7_166)] | | | [removed: [70](#iefb04f78647c4ff1bec79f603e36c3da_154)] [added: [60](#if099789dbfe14e558e4c28ed467a54b7_166)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iefb04f78647c4ff1bec79f603e36c3da_157)] [added: Independence](#if099789dbfe14e558e4c28ed467a54b7_169)] | | | [removed: [70](#iefb04f78647c4ff1bec79f603e36c3da_157)] [added: [60](#if099789dbfe14e558e4c28ed467a54b7_169)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#iefb04f78647c4ff1bec79f603e36c3da_160)] [added: Services](#if099789dbfe14e558e4c28ed467a54b7_172)] | | | [removed: [70](#iefb04f78647c4ff1bec79f603e36c3da_160)] [added: [60](#if099789dbfe14e558e4c28ed467a54b7_172)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#iefb04f78647c4ff1bec79f603e36c3da_166)] [added: Schedules](#if099789dbfe14e558e4c28ed467a54b7_178)] | | | [removed: [71](#iefb04f78647c4ff1bec79f603e36c3da_166)] [added: [61](#if099789dbfe14e558e4c28ed467a54b7_178)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#iefb04f78647c4ff1bec79f603e36c3da_169)] [added: Summary](#if099789dbfe14e558e4c28ed467a54b7_181)] | | | [removed: [75](#iefb04f78647c4ff1bec79f603e36c3da_169)] [added: [65](#if099789dbfe14e558e4c28ed467a54b7_181)] | | |

| [Consolidated Financial Information — The Walt Disney [removed: Company](#iefb04f78647c4ff1bec79f603e36c3da_175)] [added: Company](#if099789dbfe14e558e4c28ed467a54b7_187)] | | | | | | [removed: [77](#iefb04f78647c4ff1bec79f603e36c3da_175)] [added: [67](#if099789dbfe14e558e4c28ed467a54b7_187)] | | |

Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial [removed: results,] [added: results;] business plans (including statements regarding new services and products and future expenditures, costs and [removed: investments),] [added: investments);] future liabilities [removed: or] [added: and] other [removed: obligations,] [added: obligations;] impairments and [removed: amortization,] [added: amortization;] estimates of the financial impact of certain items, accounting treatment, events or circumstances; competition and [removed: seasonality.][added: seasonality on our businesses and results of operations; and capital allocation, including share repurchases and dividends.]

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

Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and [removed: IP] [added: intellectual properties (IP)] we invest in, our pricing [removed: decisions] [added: decisions, our cost structure] and our [added: management and other personnel decisions), our ability to quickly execute on] cost [removed: structure)] [added: rationalization while preserving revenue, the discovery of additional information] or other business decisions, as well as from developments beyond the Company’s control, including:

- [removed: further] deterioration in domestic and global economic [removed: conditions;][added: conditions or failure of conditions to improve as anticipated;]

- deterioration in or pressures from competitive conditions, including competition to create or acquire [removed: content;][added: content, competition for talent and competition for advertising revenue;]

- consumer preferences and acceptance of our content, offerings, pricing model and price [removed: increases] [added: increases,] and [added: corresponding subscriber additions and churn, and] the market for advertising sales on our direct-to-consumer services and linear networks;

- international, [removed: regulatory, legal, political,] [added: political] or military developments;

- labor markets and [removed: activities;][added: activities, including work stoppages;]

- our operations, business plans or [added: profitability, including direct-to-consumer] profitability;

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

| ITEM 1C. | | | [C](#if099789dbfe14e558e4c28ed467a54b7_3101)[ybersecurity](#if099789dbfe14e558e4c28ed467a54b7_3101) | | | [27](#if099789dbfe14e558e4c28ed467a54b7_3101) | | |

| [SIGNATURES](#if099789dbfe14e558e4c28ed467a54b7_184) | | | | | | [66](#if099789dbfe14e558e4c28ed467a54b7_184) | | |

| | | | | | | | | |

- the occurrence of subsequent events;

- regulatory and legal developments;

- availability of content.

- taxation; and

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

- availability of content;

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

- income tax expense; and

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: 2023] [added: 2024] that remain unresolved.

Risk Management and Strategy

We have implemented processes for assessing, identifying and managing material risks from cybersecurity threats as part of our overall risk management program.

Our cybersecurity program is informed by the National Institute of Standards and Technology Cybersecurity Framework as well as other globally recognized standards.

We use a layered defense model, incorporating a wide range of technologies and practices in an effort to prevent, detect and mitigate threats.

These measures include intrusion detection and prevention systems, multi-factor authentication, encryption and endpoint protection tools.

We also implement threat detection and response solutions.

To address emerging threats, we employ automated monitoring, vulnerability scans and patch management processes.

Regular assessments, such as penetration tests, security audits and table-top exercises, are conducted to identify vulnerabilities and promote incident response and risk mitigation.

We also provide privacy and information security trainings for our employees on a recurring basis.

From time to time, we engage assessors, consultants and other third parties to assist with assessing, identifying and managing cybersecurity risks, including assisting us to conduct some of the foregoing assessments.

Our cybersecurity risk management processes also are informed by intelligence received from recognized cybersecurity industry experts and other third-party sources, and as appropriate we engage outside counsel to advise on regulatory compliance and other cybersecurity risk management efforts.

In addition, we have processes designed to oversee and identify cybersecurity risks associated with our use of third-party service providers.

Where appropriate based on the data and intellectual property to which these providers are reasonably expected to have access, we conduct security assessments and due diligence reviews of third-party systems for compliance with our security standards, and we include data protection language in our agreements with these third parties.

Further, as part of our cybersecurity risk management processes, we maintain an incident response plan (IRP) that establishes a set of procedures for reporting and handling cybersecurity events.

The IRP delegates to an internal incident response team the initial assessment, investigation and remediation of the event and includes, among other procedures, guidelines for escalation to senior management and engagement with law enforcement.

In certain instances, events are escalated to the Cybersecurity Incident Disclosure Subcommittee, which is a subcommittee of the Company’s Risk Management Committee (RMC) (discussed further below) and is responsible for, among other things, the accurate and timely disclosure of

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

material cybersecurity incidents under the federal securities laws, including making the materiality determination and approving related securities disclosures.

As discussed in further detail in Item 1A – Risk Factors, the Company faces an increasingly challenging cybersecurity environment, and from time to time the persistent efforts of bad actors to gain unauthorized access to our and our service providers’ information systems and our confidential and proprietary information are successful.

In fiscal 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents or will not discover additional information about previously detected events.

Governance

The Company’s Board of Directors has delegated to the Audit Committee oversight responsibility for information technology risks, including cybersecurity and data security risks and mitigation strategies.

The Audit Committee at least annually receives reports from the Senior Vice President, Chief Information Security Officer (CISO) concerning the Company’s cybersecurity and data security risks, including ongoing efforts to prevent, detect, monitor, remediate and manage such cybersecurity threats, the threat environment, incident updates and emerging cybersecurity practices and technologies.

The Chair of the Audit Committee reports on its discussion, including concerning cybersecurity matters, to the full Board.

In addition, from time to time, senior management briefs the Audit Committee, the Audit Committee Chair and the Board on cybersecurity matters potentially of interest, including cybersecurity events, regulatory disclosures and regulatory trends.

Day-to-day management of our information security strategy and operations is currently the responsibility of our CISO, who reports into our Chief Financial Officer.

Prior to joining the Company, our CISO held senior leadership roles in various other organizations, including as CISO for a publicly traded, global retailer and as a consultant advising organizations on information security strategy, and as a Special Agent with the U.S. Secret Service focusing on electronic crimes.

That experience is supplemented by the collective experience and expertise of our dedicated internal teams of cybersecurity personnel.

In addition, the Company’s RMC, a management level committee that includes, among others, the Chief Financial Officer and Chief Legal and Compliance Officer, oversees and supports the Company’s ongoing efforts to identify, assess and prioritize, manage and monitor the Company’s enterprise risks, including risks related to privacy and cybersecurity, and periodically reports certain discussions to the Company’s Chief Executive Officer and Audit Committee.

The RMC’s Cybersecurity Incident Disclosure Subcommittee, whose members include the members of the RMC, the CISO and lead securities counsel, is tasked with assessing significant events for materiality, related timely and accurate disclosure under the securities laws and, as appropriate, escalating such events to the Audit Committee and the Board of Directors.

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

| Burbank, CA & surrounding cities(1) | | | | | | Land (201 acres) & Buildings [removed: (4,694,000] [added: (4,733,000] ft2) | | | | | | Owned Office/Production/Warehouse (includes 240,000 ft2 leased to third-party tenants) | | | | | | Corporate/Entertainment/Experiences | | |

| Burbank, CA & surrounding cities(1) | | | | | | Buildings [removed: (1,834,000] [added: (1,760,000] ft2) | | | | | | Leased Office/Warehouse | | | | | | Corporate/Entertainment/Experiences | | |

| Los Angeles, CA | | | | | | Land (22 acres) & Buildings [removed: (605,000] [added: (599,000] ft2) | | | | | | Owned Office/Production/Technical Warehouse | | | | | | Corporate/Entertainment | | |

| Los Angeles, CA | | | | | | Buildings [removed: (2,640,000] [added: (2,434,000] ft2) | | | | | | Leased Office/Production/Technical/Theater | | | | | | Corporate/Entertainment/Experiences | | |

| New York, NY | | | | | | Buildings [removed: (51,000] [added: (1,104,000] ft2) | | | | | | Owned Office | | | | | | Corporate/Entertainment/Sports | | |

| New York, NY | | | | | | Buildings [removed: (2,190,000] [added: (2,202,000] ft2) | | | | | | Leased Office/Production/Theater/Warehouse (includes [removed: 679,000] [added: 696,000] ft2 leased to third-party tenants) | | | | | | [removed: Corporate/Entertainment/Sports/Experiences] [added: Corporate/Entertainment/Experiences/Sports] | | |

| Bristol, CT | | | | | | Land (117 acres) & Buildings [removed: (1,174,000] [added: (1,078,000] ft2) | | | | | | Owned Office/Production/Technical | | | | | | Sports | | |

| Emeryville, CA | | | | | | Buildings [removed: (97,000] [added: (94,000] ft2) | | | | | | Leased Office/Storage | | | | | | Entertainment | | |

| San Francisco, CA | | | | | | Buildings [removed: (517,000] [added: (536,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes 47,000 ft2 leased to third-party tenants) | | | | | | Corporate/Entertainment | | |

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

| Robert A. Iger | | | | | | [removed: 72] [added: 73] | | | | | | Chief Executive Officer(1) | | | | | | 2022 | | |

| Horacio E. Gutierrez | | | | | | [removed: 58] [added: 59] | | | | | | Senior Executive Vice President, [removed: General Counsel and] Chief [added: Legal and] Compliance Officer(3) | | | | | | 2022 | | |

| Sonia L. Coleman | | | | | | [removed: 51] [added: 52] | | | | | | Senior Executive Vice President and Chief Human Resources Officer(4) | | | | | | 2023 | | |

| Kristina K. Schake | | | | | | [removed: 53] [added: 54] | | | | | | Senior Executive Vice President and Chief Communications Officer(5) | | | | | | 2022 | | |

(2)Mr. [removed: Lansberry] [added: Johnston] was appointed [removed: Interim] Chief Financial Officer effective [removed: July 1,] [added: December 4,] 2023.

(3)Mr. Gutierrez was appointed Senior Executive Vice President and General Counsel effective February 1, [removed: 2022 and] [added: 2022,] appointed [added: Senior Executive Vice President, General Counsel and] Chief Compliance Officer effective March 27, [added: 2023 and appointed Senior Executive Vice President, Chief Legal and Compliance Officer effective December 21,] 2023.

[removed: Johnston, 62, as] [added: | Hugh F. Johnston | | | | | | 63 | | | | | |] Senior Executive Vice President and Chief Financial [removed: Officer commencing on December 4, 2023.][added: Officer(2) | | | | | | 2023 | | |]

[removed: Mr. Johnston currently serves] [added: Prior to joining the Company, he served] as Executive Vice President and Chief Financial Officer, from 2010, and Vice Chairman, from [removed: 2015,] [added: 2015 to November 2023] of PepsiCo, Inc. (“PepsiCo”).

[removed: In addition to providing strategic financial leadership for PepsiCo in these roles, Mr. Johnston’s] [added: His] portfolio [removed: 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.

[removed: Mr. Johnston] [added: He] 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.

He also serves as a director on the Board of Directors from November 20, 2022.

He served as Chairman of the Board of Directors from 2012 to 2021.

Mr. Johnston serves on the board of directors of Microsoft Corporation, which he joined in 2017, and on the board of HCA Healthcare, Inc., which he joined in 2021.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

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

He was previously Executive Vice President and Chief Financial Officer of the Company’s Parks, Experiences and Products segment from March 2018 and Executive Vice President and Chief Financial Officer, Walt Disney Parks and Resorts from May 2017.

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.

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

As of September [removed: 30, 2023,] [added: 28, 2024,] the approximate number of common shareholders of record was [removed: 768,000.][added: 734,000.]

See Note 11 of the Consolidated Financial Statements for a summary of the Company’s dividends in fiscal 2024.

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 September 28, 2024:

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | 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) | | |

| June 30, 2024 – July 31, 2024 | | | | | | 2,732,000 | | | | | | $ | 94.70 | | | | | 2,732,000 | | | | | | 374 million | | |

| August 1, 2024 – August 31, 2024 | | | | | | 1,536,500 | | | | | | 89.18 | | | | | | 1,536,500 | | | | | | 372 million | | |

| September 1, 2024 – September 28, 2024 | | | | | | 742,500 | | | | | | 91.23 | | | | | | 742,500 | | | | | | 372 million | | |

| Total | | | | | | 5,011,000 | | | | | | 92.49 | | | | | | 5,011,000 | | | | | | 372 million | | |

(1)Amounts exclude the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.

(2)Under a share repurchase program implemented effective February 7, 2024, the Company is authorized to repurchase a total of 400 million shares of its common stock.

The repurchase program does not have an expiration date.

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See Index to Financial Statements and Supplemental Data on page [removed: [77](#iefb04f78647c4ff1bec79f603e36c3da_175).][added: [67](#if099789dbfe14e558e4c28ed467a54b7_187).]

Based on their evaluation as of September [removed: 30, 2023,] [added: 28, 2024,] 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: [78](#iefb04f78647c4ff1bec79f603e36c3da_178)] [added: [68](#if099789dbfe14e558e4c28ed467a54b7_190)] 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 September [removed: 30, 2023] [added: 28, 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

*Rule 10b5-1 Trading Arrangements*

On August 14, 2024, Robert A.

Iger, the Company’s Chief Executive Officer and a Director on the Company’s Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Mr. Iger’s trading plan provides for the potential exercise of vested stock options granted to Mr. Iger on December 18, 2014, which will expire December 18, 2024, and the associated sale of up to 372,412 shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards.

Mr. Iger’s trading plan is scheduled to terminate on December 17, 2024, subject to early termination.

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.

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Information regarding Section 16(a) compliance, the Audit Committee, the Company’s code of ethics, background of the directors and director nominations appearing under the captions “Delinquent Section 16(a) Reports,” “The Board of Directors,” “Committees” and “Corporate Governance Documents” in the Company’s Proxy Statement for the [removed: 2024] [added: 2025] annual meeting of Shareholders [added: (2025 Proxy Statement)] is hereby incorporated by reference.

The Company has adopted an insider trading compliance policy and program applicable to the Company’s directors, officers and employees, as well as the Company itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the New York Stock Exchange listing standards.

The foregoing summary of the Company’s insider trading compliance policy and program does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 19.

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement is hereby incorporated by reference.

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See Index to Financial Statements and Supplemental Data on page [removed: [77](#iefb04f78647c4ff1bec79f603e36c3da_175).][added: [67](#if099789dbfe14e558e4c28ed467a54b7_187).]

| 3.1 | | | | | | Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019 | | | | | | [Exhibit 3.1 to the Current Report on Form 8-K of the Company filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000301/ex3-1.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1744489/000095015719000301/ex3-1.htm)] | | |

| 3.2 | | | | | | Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019 | | | | | | [Exhibit 3.2 to the Current Report on Form 8-K of the Company filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000301/ex3-2.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1744489/000095015719000301/ex3-2.htm)] | | |

| 3.3 | | | | | | Amended and Restated Bylaws of The Walt Disney Company, effective as of [removed: March 20, 2019] [added: November 30, 2023] | | | | | | [Exhibit [removed: 3.3 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[1](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [to] the Current Report on Form 8-K of the Company [removed: filed March 20, 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000301/ex3-3.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [November](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[0, 20](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[23](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)] | | |

| 3.4 | | | | | | Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019 | | | | | | [Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex3-1.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex3-1.htm)] | | |

| 3.5 | | | | | | Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019 | | | | | | [Exhibit 3.2 to the Current Report on Form 8-K of Legacy Disney filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex3-2.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex3-2.htm)] | | |

| 3.6 | | | | | | Certificate of Elimination of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on November 28, 2018 | | | | | | [Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed November 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000208/fy2019_q1x8kxcertofelimxex31.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1001039/000100103918000208/fy2019_q1x8kxcertofelimxex31.htm)] | | |

| 4.1 | | | | | | Senior Debt Securities Indenture, dated as of September 24, 2001, between TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee | | | | | | [Exhibit 4.1 to the Current Report on Form 8-K of Legacy Disney filed September 24, [removed: 2001](http://www.sec.gov/Archives/edgar/data/1001039/000091205701533295/a2059822zex-4_1.txt)] [added: 2001](https://www.sec.gov/Archives/edgar/data/1001039/000091205701533295/a2059822zex-4_1.txt)] | | |

| 4.2 | | | | | | First Supplemental Indenture, dated as of March 20, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee | | | | | | [Exhibit 4.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex4-1.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1001039/000095015719000307/ex4-1.htm)] | | |

| 4.3 | | | | | | Indenture, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, and TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as trustee | | | | | | [Exhibit 4.1 to the Current Report on Form 8-K of the Company filed March 20, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1744489/000095015719000353/ex4-1.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1744489/000095015719000353/ex4-1.htm)] | | |

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

| [removed: 10.1] [added: 10.8] | | | | | | [added: Amendment to Amended and Restated] Employment [removed: Agreement dated] [added: Agreement, Dated] as of [removed: February 24, 2020] [added: October 6, 2011 and as previously amended,] between the Company and Robert [removed: Chapek] [added: A. Iger, dated February 24, 2020] † | | | | | | [Exhibit [removed: 10.2] [added: 10.1] to the Current Report on Form 8-K of the Company filed February 25, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit102.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit101.htm)] | | |

| [removed: 10.2] [added: 10.20] | | | | | | [removed: Amendment dated July 15, 2022 to the] Employment [removed: Agreement] [added: Agreement,] dated [removed: February 24, 2020,] [added: June 29, 2022,] between the Company and [removed: Robert Chapek] [added: Kristina K. Schake] † | | | | | | [Exhibit [removed: 10.1] [added: 10.3] 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_q3x10qxex101.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex103.htm)] | | |

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

| [removed: 10.4] [added: 10.2] | | | | | | Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed July 1, [removed: 2013](http://www.sec.gov/Archives/edgar/data/1001039/000100103913000098/fy2013_q3x8kxex101xigerame.htm)] [added: 2013](https://www.sec.gov/Archives/edgar/data/1001039/000100103913000098/fy2013_q3x8kxex101xigerame.htm)] | | |

| [removed: 10.5] [added: 10.3] | | | | | | Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed October 3, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1001039/000100103914000215/fy2015_q1x8kxex101xigerext.htm)] [added: 2014](https://www.sec.gov/Archives/edgar/data/1001039/000100103914000215/fy2015_q1x8kxex101xigerext.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | | | | Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1001039/000100103917000062/fy2017_q2x8kxex101xigerame.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1001039/000100103917000062/fy2017_q2x8kxex101xigerame.htm)] | | |

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| [removed: 10.7] [added: 10.5] | | | | | | Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | | | | | [Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 14, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1001039/000095015717001598/ex10-2.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1001039/000095015717001598/ex10-2.htm)] | | |

| [removed: 10.8] [added: 10.6] | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated November 30, 2018 † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 3, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex101.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1001039/000100103918000210/fy2019_q1x8kxigeramendxex101.htm)] | | |

| [removed: 10.9] [added: 10.7] | | | | | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019 † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 4, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1001039/000110465919012269/a19-5790_1ex10d1.htm#Exhibit10_1_124118)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1001039/000110465919012269/a19-5790_1ex10d1.htm#Exhibit10_1_124118)] | | |

| 10.10 | | | | | | Amendment [added: dated July 12, 2023] to [removed: Amended and Restated] Employment [removed: Agreement, Dated] [added: Agreement dated] as of [removed: October 6, 2011 and as previously amended,] [added: November 20, 2022,] between the Company and Robert A. [removed: Iger, dated February 24, 2020] [added: Iger] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed [removed: February 25, 2020](http://www.sec.gov/Archives/edgar/data/1744489/000174448920000054/fy2020q28kexhibit101.htm)] [added: July 12. 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000158/fy2023_q4x8kxceoxex101.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | | | | Employment Agreement Dated as of November 20, 2022, between the Company and Robert A. Iger † | | | | | | [removed: [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000200/fy2023_q1x8kxex101.htm)[xhibit] [added: [Exhibit] 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) | | |

| [removed: 10.12] [added: 10.21] | | | | | | Amendment dated [removed: July 12,] [added: April 18,] 2023 to Employment [removed: Agreement] [added: Agreement,] dated [removed: as of November 20, 2022,] [added: June 29, 2022] between the Company and [removed: Robert A. Iger] [added: Kristina K. Schake] † | | | | | | [removed: [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000158/fy2023_q4x8kxceoxex101.htm)[xhibit] [added: [Exhibit] 10.1 to the Current Report on Form 8-K of the Company filed [removed: July 12. 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000158/fy2023_q4x8kxceoxex101.htm)] [added: April 20, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000090/fy2023_q3x8kxex101.htm)] | | |

| [removed: 10.13] [added: 10.12] | | | | | | Employment Agreement [removed: dated] [added: Dated] as of [removed: July 1, 2015] [added: December 4, 2023 by and] between [removed: the] [added: The Walt Disney] Company and [removed: Christine M. McCarthy] [added: Hugh F. Johnston] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of [removed: Legacy Disney filed June 30, 2015](http://www.sec.gov/Archives/edgar/data/1001039/000100103915000176/employmentagreementchristi.htm)] [added: the Company filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm) [November](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm)[. 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm)] | | |

| [removed: 10.15] [added: 10.18] | | | | | | Amendment dated December [removed: 2, 2020] [added: 21, 2023] to [removed: Amended] [added: that certain] Employment [removed: Agreement] [added: Agreement,] dated as of [removed: July 1, 2015] [added: December 21, 2021, by and] between [removed: the] [added: Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney] Company and [removed: Christine M. McCarthy] [added: Horacio E. Gutierrez, as amended] † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company [removed: filed December 7, 2020](https://www.sec.gov/Archives/edgar/data/1744489/000174448920000223/fy2021q18kextex101.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm) [December](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm)[2. 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm)] | | |

| 10.16 | | | | | | Amendment dated [removed: December] [added: July] 21, [removed: 2021] [added: 2022] to [removed: Amended] [added: the] Employment Agreement dated [removed: as of July 1, 2015] [added: December 21, 2021,] between [added: Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to] the [added: Indemnification Agreement dated December 21, 2021, between the] Company and [removed: Christine M. McCarthy] [added: Horacio E. Gutierrez] † | | | | | | [Exhibit [removed: 10.1] [added: 10.2] to the [removed: Current Report on] Form [removed: 8-K] [added: 10-Q] of the Company [removed: filed December 21, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000271/fy2022_q1xxmccarthyextensi.htm)] [added: for the quarter ended July 2, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex102.htm)] | | |

| [removed: 10.17] [added: 10.15] | | | | | | Assignment of Employment Agreement dated January [removed: 19,] [added: 31,] 2022 between the Company and [removed: Christine M. McCarthy] [added: Horacio E. Gutierrez] † | | | | | | [Exhibit [removed: 10.3] [added: 10.5] 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_q1x10qxex103.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex105.htm)] | | |

| [removed: 10.19] [added: 10.14] | | | | | | 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: 10.20] [added: 10.26] | | | | | | [removed: Assignment] [added: Description] of [removed: Employment Agreement dated January 31, 2022 between the Company and Horacio E. Gutierrez †] [added: Directors Compensation] | | | | | | [Exhibit [removed: 10.5] [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_q1x10qxex105.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex101.htm)] | | |

| [removed: 10.21] [added: 10.17] | | | | | | Amendment dated [removed: July] [added: April] 21, [removed: 2022] [added: 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 10.2 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_q3x10qxex102.htm)] [added: April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm)] | | |

| [removed: 10.22] [added: 10.19] | | | | | | [added: Second] Amendment dated [removed: April 21,] [added: December 13,] 2023 to [removed: the] [added: that certain] Employment [removed: Agreement] [added: Agreement,] dated [added: as of] December 21, 2021, [added: by and] between Disney Corporate Services Co., LLC and Horacio E. [removed: Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez] [added: Gutierrez, as amended] † | | | | | | [Exhibit [removed: 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] [added: 10.4 to] the Form 10-Q of the Company for the quarter ended [removed: April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm)] [added: December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex104.htm)] | | |

| [removed: 10.23] [added: 10.22] | | | | | | [added: Amendment dated December 13, 2023 to that certain] Employment Agreement, dated [added: as of] June 29, 2022, [added: by and] between [removed: the] [added: The Walt Disney] Company and Kristina K. [removed: Schake] [added: Schake, as amended] † | | | | | | [Exhibit [removed: 10.3] [added: 10.7] 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_q3x10qxex103.htm)] [added: December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex107.htm)] | | |

| [removed: 10.24] [added: 10.23] | | | | | | [removed: Amendment dated April 18, 2023 to] Employment [removed: Agreement,] [added: Agreement] dated [removed: June 29, 2022] [added: as of April 8, 2023, by and] between the Company and [removed: Kristina K. Schake] [added: Sonia L. Coleman] † | | | | | | [Exhibit 10.1 to the [removed: Current Report on] Form [removed: 8-K] [added: 10-Q] of the Company [removed: filed] [added: for the quarter ended] April [removed: 20, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000090/fy2023_q3x8kxex101.htm)] [added: 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex101.htm)] | | |

| [removed: 10.25] [added: 10.24] | | | | | | [added: Amendment dated December 13, 2023, to that certain] Employment [removed: Agreement] [added: Agreement,] dated as of [removed: March 10,] [added: April 8,] 2023, by and between [removed: the] [added: The Walt Disney] Company and Sonia L. Coleman † | | | | | | [Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm)[6](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm) [to] the Form 10-Q of the Company for the quarter ended [removed: April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex101.htm)] [added: December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm)] | | |

| [removed: 10.26] [added: 10.25] | | | | | | Voluntary Non-Qualified Deferred Compensation Plan † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1001039/000100103914000258/fy2014_8kxexhibit101xnq.htm)] [added: 2014](https://www.sec.gov/Archives/edgar/data/1001039/000100103914000258/fy2014_8kxexhibit101xnq.htm)] | | |

| [removed: 10.27] [added: 10.38] | | | | | | [removed: Description of Directors Compensation] [added: Third Amendment to the Disney Key Employees Retirement Savings Plan †] | | | | | | [Exhibit [removed: 10.1] [added: 10.9] 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_q1x10qxex109.htm)] | | |

| [removed: 10.28] [added: 10.27] | | | | | | Form of Indemnification Agreement for certain officers and directors † | | | | | | [Exhibit [removed: 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] [added: 10.26 to] the Form 10-K of the Company for the fiscal year ended [removed: 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)] [added: October 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm)] | | |

| [removed: 10.29] [added: 10.28] | | | | | | 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, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1744489/000174448919000167/fy2019q310qex101.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1744489/000174448919000167/fy2019q310qex101.htm)] | | |

| [removed: 10.30] [added: 10.29] | | | | | | 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, [removed: 1995](http://www.sec.gov/Archives/edgar/data/29082/0000029082-95-000011.txt)] [added: 1995](https://www.sec.gov/Archives/edgar/data/29082/0000029082-95-000011.txt)] | | |

| 10.11 | | | | | | Second Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A. Iger † | | | | | | [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [to the Form 10-Q of the Company for the quarter ended](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [December](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[30](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) | | |

| 10.13 | | | | | | Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston † | | | | | | [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm) [to the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm) | | |

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| 10.39 | | | | | | Amended and Restated Severance Pay Plan † | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex1039.htm)[iled herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex1039.htm) | | |

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| 10.47 | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex109.htm) | | |

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

| 19 | | | | | | The Walt Disney Company and Associated Companies Insider Trading Compliance Policy and Program | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex19.htm)[iled herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex19.htm) | | |

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

| 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) | | |

| 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) | | |

| 10.67 | | | | | | 364-Day Credit Agreement dated as of March 3, 2023 | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 7, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000119312523063017/d357807dex101.htm) | | |

| 10.68 | | | | | | Support Agreement, dated as of September 30, 2022, by and among Third Point LLC and certain of its affiliates and The Walt Disney Company | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed September 30, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000167/fy2022_q4x8kxex101.htm) | | |

[removed: [TABLE](#iefb04f78647c4ff1bec79f603e36c3da_7) [OF CONTENTS](#iefb04f78647c4ff1bec79f603e36c3da_7)][added: [TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)]

| Date: | | | November [removed: 21, 2023] [added: 14, 2024] | | | | | | By: | | | | | | /s/ ROBERT A. IGER | | |

| /s/ ROBERT A. IGER | | | | | | Chief Executive Officer and Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ BRENT A. WOODFORD | | | | | | Executive Vice President-Controllership, Financial Planning and Tax | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ MARY T. BARRA | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ AMY L. CHANG | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ CAROLYN N. EVERSON | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ MICHAEL B.G. FROMAN | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ MARIA ELENA LAGOMASINO | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ CALVIN R. MCDONALD | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ MARK G. PARKER | | | | | | Chairman of the Board and Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | November [removed: 21, 2023] [added: 14, 2024] | | |

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [78](#iefb04f78647c4ff1bec79f603e36c3da_178)] [added: [68](#if099789dbfe14e558e4c28ed467a54b7_190)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [removed: [79](#iefb04f78647c4ff1bec79f603e36c3da_181)] [added: [69](#if099789dbfe14e558e4c28ed467a54b7_193)] | | |

| Consolidated Statements of Income for the Years Ended September [added: 28, 2024, September] 30, [removed: 2023,] [added: 2023 and] October 1, 2022 [removed: and October 2, 2021] | | | [removed: [81](#iefb04f78647c4ff1bec79f603e36c3da_184)] [added: [71](#if099789dbfe14e558e4c28ed467a54b7_196)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended September [added: 28, 2024, September] 30, [removed: 2023,] [added: 2023 and] October 1, 2022 [removed: and October 2, 2021] | | | [removed: [82](#iefb04f78647c4ff1bec79f603e36c3da_190)] [added: [72](#if099789dbfe14e558e4c28ed467a54b7_202)] | | |

| Consolidated Balance Sheets as of September [added: 28, 2024 and September] 30, 2023 [removed: and October 1, 2022] | | | [removed: [83](#iefb04f78647c4ff1bec79f603e36c3da_193)] [added: [73](#if099789dbfe14e558e4c28ed467a54b7_205)] | | |

| Consolidated Statements of Cash Flows for the Years Ended September [added: 28, 2024, September] 30, [removed: 2023,] [added: 2023 and] October 1, 2022 [removed: and October 2, 2021] | | | [removed: [84](#iefb04f78647c4ff1bec79f603e36c3da_199)] [added: [74](#if099789dbfe14e558e4c28ed467a54b7_211)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended September [added: 28, 2024, September] 30, [removed: 2023,] [added: 2023 and] October 1, 2022 [removed: and October 2, 2021] | | | [removed: [85](#iefb04f78647c4ff1bec79f603e36c3da_202)] [added: [75](#if099789dbfe14e558e4c28ed467a54b7_214)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [86](#iefb04f78647c4ff1bec79f603e36c3da_205)] [added: [76](#if099789dbfe14e558e4c28ed467a54b7_217)] | | |

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 September [removed: 30, 2023.][added: 28, 2024.]

The effectiveness of our internal control over financial reporting as of September [removed: 30, 2023] [added: 28, 2024] 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 September [removed: 30, 2023] [added: 28, 2024] and [removed: October 1, 2022,] [added: September 30, 2023,] and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended September [removed: 30, 2023,] [added: 28, 2024,] 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 September [removed: 30, 2023,] [added: 28, 2024,] 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 September [removed: 30, 2023] [added: 28, 2024] and [removed: October 1, 2022,] [added: September 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 30, 2023] [added: 28, 2024] 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 September [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes [removed: 2] [added: 2, 4] and 18 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $77.1] [added: $73.3] billion as of September [removed: 30, 2023,] [added: 28, 2024,] of which a significant portion relates to the entertainment linear networks and DTC services reporting units.