The Walt Disney Company 2022 Annual Report

FISCAL YEAR 2022 ANNUAL FINANCIAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

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

For the fiscal year ended October 1, 2022

☐

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

For the transition period from __________ to __________.

Commission File Number 001-38842

Delaware 83-0940635

State or Other Jurisdiction of

I.R.S. Employer Identification

Incorporation or Organization

500 South Buena Vista Street

Burbank, California 91521

Address of Principal Executive Offices and Zip Code

(818) 560-1000

Registrant’s Telephone Number, Including Area Code

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value

DIS

New York Stock Exchange

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

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

Indicate by check mark if the registrant is not required t o file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act

of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days. Yes x No o

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

405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

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

“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm

that prepared or issued its audit report.

☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most

recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was $249.5 billion. All executive

officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s

common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

There were 1,823,591,988 shares of common stock outstanding as of November 16, 2022.

Documents Incorporated by Reference

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2023 annual meeting of

the Company’s shareholders.

THE WALT DISNEY COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

Page

PART I

ITEM 1.

Business 2

ITEM 1A.

Risk Factors 19

ITEM 1B.

Unresolved Staff Comments 28

ITEM 2.

Properties 28

ITEM 3.

Legal Proceedings 28

ITEM 4.

Mine Safety Disclosures 29

Information About our Executive Officers

PART II

ITEM 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities 30

ITEM 7.

Management’s D iscussion and Analysis o f Financial Condition and Results of Operations 31

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk 53

ITEM 8.

Financial Statements and Supplementary Data 54

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 54

ITEM 9A.

Controls and Procedures 54

ITEM 9B.

Other Information 55

ITEM 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 55

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance 56

ITEM 11.

Executive Compensation 56

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 56

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence 56

ITEM 14.

Principal Accounting Fees and Services 56

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules 57

ITEM 16.

Form 10-K Summary 61

SIGNATURES

Consolidated Financial Information — The Walt Disney Company

Cautionary Note on Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and S ection 21E of the Securities Exchange Act of 1934, as amended. Forward-looking

statements generally relate to future events or our future financial or operating performance and may include statements

concerning, among other things, financial results, business p lans (including statements regarding new s ervices and products and

future expenditures, costs and investments), future liabilities, impairments and amortization, competition, and the impact of

COVID-19 on our businesses and results of operations. In some cases, you can identify forward-looking statements because

they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,”

“believes,” “estimates,” “anticipates,” “potential” or “continue” or the negative of these words or other similar terms or

expressions that concern our expectations, strategy, plans o r intentions. These statements reflect our current views with respect

to future events and are based on assumptions as of the date of this report. These statements are subject to known and unknown

risks, uncertainties and other factors that may cause our actual results, p erformance or achievements to be materially different

from expectations or results projected or implied by forward-looking statements.

Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including

capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our

execution of our business plans (including the content we create and IP we invest in, our pricing decisions and our cost

structure) or other business decisions, as well as from developments beyond the Company’s control, including:

• further deterioration in domestic and g lobal economic conditions;

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

• consumer preferences and acceptance of our content, offerings, pricing model and price increases and the market for

advertising sales on our direct-to-consumer services and linear networks;

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

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

• technological developments;

• labor markets and activities;

• adverse weather conditions or natural disasters; and

• availability of content;

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

Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things,

affect (or further affect, as applicable):

• our operations, business plans or profitability;

• demand for our products and services;

• the performance of the Company’s content;

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

• the advertising market for programming;

• income tax expense; and

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

products.

Additional factors include those described in this Annual Report on Form 10-K, including under the captions “Risk

Factors,” “Management’s Discussion and Analysis o f Financial Condition and Results of Operations,” and “Business,” in our

subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and

Analysis o f Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange

Commission.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not

place undue reliance on the forward-looking statements. Unless required by federal securities laws, we assume no obligation to

update any of these forward-looking statements, or to update the reasons actual results could differ materially from those

anticipated, to reflect circumstances or events that occur after the statements are made.

PART I

ITEM 1. Business

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with

operations in two segments: Disney Media and Entertainment D istribution (DMED) and Disney Parks, Experiences and

Products (DPEP).

The terms “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the

subsidiaries through which businesses are conducted.

COVID-19 Pandemic

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

variants. COVID-19 and measures to prevent its spread have impacted our segments in a number of ways, most significantly at

DPEP where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. In addition, at

DMED we d elayed, o r in some cases, shortened or cancelled theatrical releases and experienced disruptions in the production

and availability of content. Operations have resumed at various points since May 2020, with certain theme park and resort

operations and f ilm and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021. Although

operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and

safety measures and related increased expenses, capacity restrictions and closures ( including at some of our international parks

and in theaters in certain markets), and disruption o f content production activities.

The impact of COVID-19 related disruptions on our financial and operating results will be dictated by the currently

unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in

response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have

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

and talent.

Human Capital

The Company’s key human capital management objectives are to attract, retain and develop the highest quality talent. To

support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical

roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and perquisite

programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire

talent and facilitate internal talent mobility to create a high-performing, diverse workforce; engage employees as brand

ambassadors of the Company’s content, products and experiences; and evolve and invest in technology, tools, and resources to

enable employees at work.

The Company employed approximately 220,000 people as of October 1, 2022, of which approximately 166,000 were

employed in the U.S. and approximately 54,000 were employed internationally. Our global workforce is comprised of

approximately 78% full time and 15% part time employees, with another 7% being seasonal employees. A significant number

of employees in various parts o f our businesses, including employees of our theme parks, and writers, d irectors, actors and

production personnel for our productions are covered by collective bargaining agreements. In addition, some of our employees

outside the U.S. are represented by works councils, trade unions or other employee associations.

Some of our key programs and initiatives to attract, develop and retain our diverse workforce include:

• Diversity, Equity, and Inclusion (DE&I): Our D E&I objectives are to build teams that reflect the life experiences of

our audiences, while employing and s upporting a diverse array of voices in our creative and production teams. Our

DE&I initiatives and programs include:

◦ The Company’s Reimagine Tomorrow efforts, which build on Disney’s longstanding commitment to diversity,

equity and inclusion, and features a website, Disney’s first large-scale platform for amplifying underrepresented

voices

◦ Executive Incubator, Creative Talent Development and Inclusion, and the Disney Launchpad: Shorts Incubator,

which are designed to create a pipeline of next-generation creative executives from underrepresented backgrounds

◦ Development programs, which target underrepresented talent

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

experts

◦ Over 100 employee-led Business Employee Resource Groups (BERGs), which represent and support the diverse

communities that make up our workforce

◦ The Disney Look appearance guidelines, which were updated to cultivate a more inclusive environment that

encourages and celebrates authentic expressions of belonging among employees

• Health, wellness, family resources, and other benefits: Disney’s benefit offerings are designed to meet the varied

and evolving needs of a diverse workforce across businesses and geographies while helping our employees care for

themselves and their families. We provide:

◦ Healthcare options aimed at improving quality of care while limiting out-of-pocket costs

◦ Family care resources, such as childcare 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, a variety of parenting educational resources and a family building benefit supporting fertility

treatments, adoptions or surrogacy

◦ Free mental and behavioral health resources, including on-demand access to the Employee Assistance Program for

employees and their dependents

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

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

cost to employees and d ependents

◦ Global Well-Being Week (introduced in 2022), a dedicated week for employees around the world to celebrate,

learn and engage in well-being through in-person and virtual events and activities focused on physical, emotional,

financial, and social well-being

• 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 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 21

century career landscape. More than 16,000 current employees have enrolled in or graduated

from a Disney Aspire program, and more than two-thirds of our program graduates have earned an Associate,

Bachelor’s or Master’s degree.

• Talent Development: We prioritize and invest in creating opportunities to help employees grow and build their

careers through a multitude of training and development programs. 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.

• Social Responsibility and Community: The Company’s longstanding commitment to Corporate Social

Responsibility (CSR) helps differentiate the Company as an employer. In 2021, we refreshed our CSR strategy to

connect it more closely with the Company’s mission and commercial offerings and environmental and social

opportunities relevant to our business and employees. Our CSR priorities include diversity, equity, and inclusion;

environmental stewardship and conservation; giving back to our communities with a special focus on supporting

children and families; human capital management; and operating responsibly. The strategy provides a path to

embedding these CSR priorities into our offerings and operations in addition to our philanthropy. The Company also

supports employees who g ive back to our communities with a generous matching gifts program and a unique

employee volunteering program, Disney VoluntEARS, which rewards volunteer hours with the opportunity to direct

not-for-profit donations by the Company.

Environmental and Sustainability

The Company has developed measurable environmental and sustainability goals for 2030, grounded in science and an

assessment of w here the Company’s operations have the most significant impact on the environment, as well as the areas where

it can most effectively mitigate that impact. These goals include, among others, achieving net zero Scope 1 and 2 greenhouse

gas emissions for our direct operations, and zero waste to landfill at our wholly owned and operated parks and resorts by 2030.

DISNEY MEDIA AND ENTERTAINMENT DISTRIBUTION

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

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

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

International. The d istribution organization has full accountability for the f inancial results of the entire media and entertainment

business.

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

• Linear Networks

◦ Domestic Channels: ABC Television Network (ABC) and eight owned ABC television stations (Broadcasting), and

Disney, ESPN, Freeform, F X and National Geographic branded domestic television networks (Cable)

◦ International Channels: Disney, ESPN, Fox, National Geographic and Star branded television networks outside of

the U.S.

◦ A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable channels including

A&E, HISTORY and Lifetime

• Direct-to-Consumer

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

• Content Sales/Licensing

◦ Sale/licensing of film and television content to third-party television and subscription/advertising video-on-demand

(TV/SVOD) services

◦ Theatrical distribution

◦ Home entertainment distribution (DVD, Blu-ray discs and electronic home video licenses)

◦ Music distribution

◦ Staging and licensing of live entertainment events on Broadway and around the world (Stage Plays)

DMED also includes the following activities that are reported with Content Sales/Licensing:

• Post-production services by Industrial Light & Magic and Skywalker Sound

• National G eographic magazine and online business

• A 30% ownership interest in Tata Play Limited (formerly Tata Sky Limited), which operates a direct-to-home satellite

distribution platform in India

The significant revenues of DMED are as follows:

• Affiliate fees - Fees charged by our Linear Networks to multi-channel video programming distributors (i.e. cable,

satellite, telecommunications and digital over-the-top (e.g. YouTube TV) s ervice providers) (MVPDs) and television

stations affiliated with ABC for the right to deliver our programming to their customers

• Subscription fees - Fees charged to customers/subscribers for our DTC streaming services

• Advertising - Sales of advertising time/space at Linear Networks and Direct-to-Consumer

• TV/SVOD distribution - Licensing fees and other revenue for the r ight to use our film and television productions and

revenue from fees charged to customers to view our sports programming (“pay-per-view”) and fees for streaming

access to f ilms that are also playing in theaters (“Premier A ccess”). TV/SVOD distribution revenue is primarily

reported in Content S ales/Licensing, except for pay-per-view and P remier Access revenues, which are reported in

Direct-to-Consumer.

• Theatrical distribution - Rentals from licensing our film productions to theaters

• Home entertainment - Sales of our film and television content to retailers and distributors in home video formats

• Other content s ales/licensing revenue - Revenues from licensing our music, ticket sales from stage play performances

and fees from licensing our intellectual properties (“IP”) for use in stage plays

• Other revenue - Fees from sub-licensing of sports programming rights (reported in Linear Networks) and sales of post-

production services (reported with Content Sales/Licensing)

The significant expenses of DMED are as follows:

• Operating expenses consist primarily of programming and production costs, technical support costs, operating labor,

distribution costs and costs of sales. Programming and production costs include amortization of licensed programming

rights (including sports rights), amortization of capitalized production costs, subscriber-based fees for programming

our Hulu services, production costs related to live programming s uch as news and sports and amortization of

participations and residual obligations. Programming and production costs also include fees paid to Linear Networks

from other DMED businesses for the right to air our linear networks and related services. These costs are largely

incurred across four content creation/licensing groups, as follows:

◦ Studios - Primarily capitalized production costs related to films produced under the Walt Disney Pictures,

Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures b anners

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

and news content. Internal content is generally produced by the following television studios: ABC Signature; 20th

Television; Disney Television Animation; FX Productions; and various studios for which we commission

productions for our branded channels and DTC streaming services

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

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

Canada

• Selling, general and administrative costs, including marketing costs

• Depreciation and amortization

Media and Entertainment Distribution Strategy

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

to traditional d istribution o f content. In general, film content was traditionally distributed first in the theatrical market, followed

by the home entertainment market and then in the TV/SVOD market. In general, episodic television content was traditionally

launched on our domestic linear networks and licensed for use g lobally in other TV/SVOD windows. Although the Company

continues to monetize a significant amount of its content in the traditional manner, our focus on our own DTC distribution has

had a number of impacts including but not limited to:

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

• rather than selling our content in the TV/SVOD market, we generally distribute it on our DTC streaming services; and

• in part b ecause of the impact of COVID-19 on theatrical markets around the world, we may alter our traditional

theatrical distribution approach, for example by making a film available on our DTC streaming services at the same

time it is in theaters or shortly thereafter (e.g. Premier Access).

Over time, all else being equal, these impacts will tend to increase revenue and costs at Direct-to-Consumer and reduce

revenue and costs at Content Sales/Licensing and Linear Networks. Our distribution approach is based on flexibility in our

windowing strategy, and we may change our original launch and distribution strategy for any particular piece of content.

Distribution decisions may impact revenues and viewership, and the allocation of costs to our businesses/distribution platforms,

particularly programming, production and marketing costs, depends on the distribution approach.

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

Linear Networks

The majority of Linear Networks revenue is derived from affiliate fees and advertising sales. The Company’s linear

networks businesses provide programming under multi-year licensing agreements with MVPDs and/or affiliated television

stations that are generally based o n contractually specified rates on a per subscriber basis. The amounts that we can charge to

MVPDs for our networks is largely dependent on the quality and quantity of programming that we can provide and the

competitive market for programming services. The ability to sell advertising time and the rates received are primarily dependent

on the size and n ature of the audience that the network can deliver to the advertiser as well as overall advertiser demand.

Linear Networks consist of our domestic and international branded television channels.

Domestic Channels

Our domestic channels include Cable operations comprising Disney, ESPN, Freeform, FX and National Geographic

branded channels and Broadcasting operations comprising ABC and eight owned ABC affiliated television stations.

Cable

Disney Channels

Branded television channels include: Disney Channel; Disney Junior; and Disney X D ( collectively Disney Channels).

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

to 14. The channel features live-action comedy series, animated programming and preschool series as well as original movies

and theatrical films.

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.

ESPN

Branded television channels include eight 24-hour domestic television sports channels: ESPN and ESPN2 (both of which

are dedicated to professional and college sports as well as sports news and original programming); ESPNU (which is dedicated

to college sports); ESPNEWS (which re-airs select ESPN studio shows and airs a variety of other programming); SEC Network

(which is dedicated to Southeastern Conference college athletics); Longhorn Network (which is dedicated to The University of

Texas athletics); ESPN Deportes (which airs professional and college sports as well as studio shows in Spanish); and ACC

Network (which is dedicated to Atlantic Coast Conference college athletics). In addition, ESPN programs the sports schedule

on ABC, which is branded ESPN on ABC.

ESPN also includes the following:

• ESPN.com, which delivers sports news, information and video on internet-connected devices, with approximately 20

editions in five languages globally. I n the U.S., ESPN.com also features live video streams of ESPN channels to

authenticated MVPD subscribers. Non-subscribers have limited access to certain content.

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

streaming devices. The app content includes news, highlights and real-time interactive features, including real-time

scores, play-by-play and fantasy sports scores. ESPN+ subscribers can access the ESPN+ content from the app. In the

U.S., the app also f eatures live video streams of ESPN’s linear channels and exclusive events to authenticated MVPD

subscribers. Non-subscribers have limited access to certain content.

• ESPN Radio, which is the largest sports radio network in the U.S. In f iscal 2022, the Company sold its four owned

radio stations for an amount that was not material.

In addition, ESPN owns and operates the following events: ESPYs (annual awards show); X Games (winter and summer

action sports competitions), which were sold in October 2022 for an amount that was not material; and a portfolio of collegiate

sporting events including: football bowl games, basketball games, softball games and post-season award shows.

ESPN is owned 80% by the Company and 20% by Hearst Corporation (Hearst).

Freeform

Freeform is a channel targeted to viewers ages 18 to 34 that airs original, Company owned (“library”) and licensed

television series, films and holiday programming events.

FX Channels

Branded general entertainment television channels include: FX; FXM; and FXX (collectively FX Channels), which air a

mix of original, library and licensed television series and films.

National Geographic Channels

Branded television channels include: National Geographic; Nat Geo Wild; and Nat Geo Mundo (collectively National

Geographic Channels). National Geographic Channels air scripted and documentary programming on such topics as natural

history, adventure, science, exploration and culture.

National Geographic, including the magazine and online business reported in Content Sales/Licensing, is owned 73% by

the Company and 27% by the National Geographic Society.

The number of s ubscribers (in millions) for the Company’s significant domestic cable channels are as follows:

Subscribers

(1)

Disney

Disney Channel 74

Disney Junior 54

Disney XD 53

ESPN

ESPN 74

ESPN2 74

ESPNU 51

ESPNEWS

(2)

SEC Network

(2)

ACC Network

(2)

Freeform 73

FX Channels

FX 74

FXX 71

FXM 46

National Geographic Channels

National Geographic 73

National Geographic Wild 46

(1)

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

MVPD and the majority of digital OTT subscriber counts.

(2)

Because Nielsen Media Research does not measure this channel, estimated subscribers are according to SNL Kagan as

of December 2021.

Broadcasting

ABC

As of October 1, 2022, ABC had affiliation agreements with approximately 240 local television stations reaching almost

100% of U.S. television households. ABC broadcasts programs in the primetime, daytime, late night, news and sports

“dayparts”. ABC is also available digitally through the ABC App and website to authenticated MVPD subscribers. Non-

subscribers h ave more limited access to on-demand episodes.

ABC also produces a variety of primetime specials, news and daytime programming.

Domestic Television S tations

The Company owns eight television stations, six of which are located in the top ten television household markets in the

U.S. All o f our television stations are affiliated with ABC and collectively reach approximately 20% of the nation’s television

households.

The stations we own are as follows:

TV Station Market

Television Market

Ranking

(1)

WABC New Y ork, NY 1

KABC Los Angeles, CA 2

WLS Chicago, IL 3

WPVI Philadelphia, PA 4

KGO San Francisco, CA 8

KTRK Houston, TX 9

WTVD Raleigh-Durham, NC 24

KFSN Fresno, CA 55

(1)

Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2022

International Channels

Our International Channels focus on General Entertainment, Sports and/or Family programming and operate under four

significant brands: Disney; ESPN; Fox; and Star. Our international channels use content from the Company’s various studios,

including library titles, as well as content acquired from third parties.

The Company’s increased focus on DTC distribution in international markets is expected to negatively impact the

International Channels business as we shift the primary means of monetizing our content from licensing of linear channels to

distribution on our DTC p latforms.

General Entertainment

The Company operates approximately 220 General Entertainment channels outside the U.S. primarily under the Fox,

National Geographic and Star brands, which are broadcast in approximately 40 languages and 180 countries/territories.

Fox branded channels air a v ariety of scripted, reality and documentary programming. Channels are often thematically

branded, focusing on such topics as comedy, cooking, crime and movies, and are broadcast in most regions internationally.

National Geographic branded channels air scripted and documentary programming on such topics as natural history,

science, exploration and culture, and are broadcast in most regions internationally.

Star branded channels air a v ariety of scripted, reality and documentary programming primarily in India. Channels are

also broadcast in o ther countries in Asia Pacific and Latin America.

In addition, the Company operates UTV and Bindass branded channels principally in India. UTV Action and UTV

Movies offer Bollywood movies as well as Hollywood, Asian and Indian regional movies dubbed in Hindi. Bindass is a youth

entertainment channel.

Sports

The Company operates approximately 55 Sports channels outside the U.S. under the ESPN, Fox and Star brands, which

are broadcast in approximately 10 languages and 105 countries/territories.

ESPN branded channels primarily operate in Latin America, Asia P acific and Europe. In the Netherlands, the ESPN

branded channels are operated by Eredivisie Media & Marketing CV (EMM), which has the media and sponsorship rights of

the Dutch Premier League for soccer. The Company owns 51% of EMM.

Fox branded sports channels primarily operate in Latin America, Asia Pacific and Europe. F ox Sports P remium, a pay

television service in Argentina, airs the matches of the professional soccer league in Argentina.

Star branded sports channels primarily operate in India and certain other countries in Asia P acific. Star has rights to

various sports programming including cricket, soccer, tennis and field hockey.

Family

The Company operates approximately 75 Family channels outside the U.S. primarily under the Disney brand, which are

broadcast in approximately 25 languages and 175 countries/territories.

As of September 2022, the estimated number o f subscribers ( in millions) for the Company’s significant international

channels, based on internal management reports, are as follows:

Subscribers

Disney

Disney Channel 151

Disney Junior 141

ESPN

(1)

Fox

(1)

139

National Geographic

(1)

289

Star

General Entertainment

(1)

180

Sports

(1)

Reflects our estimate of each unique subscriber that has access to one or more of these branded channels.

Equity Investments

The Company has investments in media businesses that are accounted for under the equity method, the most significant of

which are A+E and CTV Specialty Television, Inc. (CTV). The Company’s share of the financial results for these investments

is reported as “Equity in the income (loss) of investees, net” in the Company’s Consolidated Statements o f Operations.

A+E

A+E is owned 50% by the Company and 50% by Hearst. A+E operates a variety of cable channels:

• A&E – which offers entertainment programming including original r eality and scripted series

• HISTORY – which offers original series and event-driven s pecials

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

• FYI – which offers contemporary lifestyle programming

A+E programming is available in approximately 200 countries and territories. A+E’s networks are distributed

internationally under multi-year licensing agreements with MVPDs. A+E programming is also sold to international television

broadcasters and SVOD services.

As of September 2022, the number of domestic subscribers ( in millions) for A+E channels are as follows:

Subscribers

(1)

A&E

HISTORY

Lifetime

LMN

FYI

(1)

Based on Nielsen Media Research estimates as of September 2022. Estimates include traditional MVPD and the

majority of digital OTT subscriber counts.

CTV

ESPN holds a 30% equity interest in CTV, which owns television channels in Canada, including The Sports Networks

(TSN) 1-5, Le Réseau des Sports ( RDS), RDS2, RDS Info, ESPN Classic Canada, Discovery Canada and Animal Planet

Canada.

Direct-to-Consumer

Our DTC businesses are subscription services that provide video streaming of general entertainment, family and sports

programming (services are offered individually or in various bundles) that are offered to customers directly or through third-

party distributors on mobile and internet connected devices.

Disney+ Services (includes Disney+ Hotstar and Star+)

Disney+ is a subscription-based DTC service with Disney, Pixar, Marvel, Star Wars and National Geographic branded

programming, which are all top level selections or “tiles” within the Disney+ interface. Outside the U.S. and Latin America,

Disney+ also includes a Star branded tile, which features general entertainment programming.

Disney+ Hotstar is a subscription-based DTC service available in India, Indonesia, Malaysia and Thailand. Programming

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

features. Disney+ Hotstar has exclusive streaming rights to cricket from the International Cricket Council (ICC) and the Board

of Control for Cricket in India (BCCI), along with other cricket rights.

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

programming.

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

from third parties.

The majority of Disney+ revenue is derived from subscription fees. In addition, Disney+ Hotstar generates advertising

revenue and Disney+ generates Premier Access fees. The Company plans to introduce an ad-supported Disney+ service in the

U.S. in December 2022 and internationally starting in late 2023.

As of October 1, 2022, the estimated number of paid Disney+, Disney+ Hotstar and Star+ subscribers, based on internal

management reports, was approximately 164 million.

ESPN+

ESPN+ is a subscription-based DTC service offering thousands of live sporting events, on-demand sports content and

original programming. ESPN+ revenue is derived from subscription fees, pay-per-view fees and, to a lesser extent, advertising

sales. Live events available through the service include mixed martial arts, soccer, hockey, boxing, baseball, college sports,

golf, tennis and cricket. ESPN+ is currently the exclusive distributor for Ultimate Fighting Championship (UFC) pay-per-view

events in the U.S. As of October 1, 2022, the estimated number of paid ESPN+ subscribers, based on internal management

reports, was approximately 24 million.

Hearst has a 20% interest in the Company’s DTC sports business.

Hulu

Hulu is a subscription-based DTC service with general entertainment content from the Company’s various studios as well

as content licensed from third parties. Hulu’s revenue is primarily derived from subscription fees and advertising sales. Hulu

offers SVOD services with or without advertising in addition to a digital OTT MVPD (Live TV) service that is available with

either of Hulu’s SVOD services and, since December 2021, includes the Disney+ and ESPN+ DTC services. Hulu’s Live TV

service includes live linear streams of cable networks and the major broadcast networks. In addition, Hulu offers subscriptions

to premium services such as HBOMax, Cinemax, Starz and Showtime, which can be added to the Hulu service. Certain

programming from ABC, Freeform and FX Channels is also available on the Hulu SVOD service one day after airing on these

channels. As of October 1, 2022, the estimated number of paid Hulu subscribers, based on internal management reports, was

approximately 47 million.

The Company has a 67% ownership interest in and full operational control of Hulu. NBC Universal (NBCU) owns the

remaining 33% of Hulu. The Company has a put/call agreement with NBCU, which provides NBCU the option to require the

Company to purchase NBCU’s interest in Hulu and the Company the option to require NBCU to sell its interest in Hulu to the

Company, in both cases, beginning in January 2024 (see Note 2 o f the Consolidated Financial Statements for additional

information).

Content Sales/Licensing and Other

The majority of Content Sales/Licensing revenue is derived from TV/SVOD, theatrical and home entertainment

distribution. In addition, revenue is generated from music distribution and stage plays.

The Company also publishes National Geographic magazine and provides post-production services through Industrial

Light & Magic and Skywalker Sound. These activities are reported with Content Sales/Licensing.

TV/SVOD Distribution

Although we generally intend to use our film and television content on our DTC services and linear networks in TV/

SVOD windows, we also license our content to third-party television networks, television stations and other video service

providers for distribution to viewers on television or a variety of internet-connected devices, including through other DTC

services.

Theatrical Distribution

The Company licenses full-length live-action and animated films from the Company’s Studio production groups to

theaters g lobally. Cumulatively through October 1, 2022, the Company has released approximately 1,100 full-length live-action

films and 100 full-length animated films. In the domestic and most major international markets, we generally distribute and

market our films directly. In certain international markets our films are distributed by independent companies. During fiscal

2023, we expect to release approximately 20 films, although we may choose to distribute certain films exclusively on our DTC

streaming services in certain territories.

The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film in

an effort to generate public awareness of the film, to increase the public’s intent to view the film and to help generate consumer

interest in the subsequent home entertainment and other ancillary markets. These costs are expensed as incurred, which may

result in a loss on a film in the theatrical markets, including in periods prior to the theatrical release of the film.

Home Entertainment Distribution

We distribute the Company’s film and episodic television content in home entertainment markets in physical (DVD and

Blu-ray disc) and electronic formats globally.

Domestically, we d istribute directly to retailers and wholesalers. Internationally, we distribute directly and through

independent distribution companies. Physical formats of our film and episodic television content are generally sold to retailers,

such as Walmart and Target, and electronic formats are sold through e-tailers, such as Apple and Amazon, and MVPDs, such as

Comcast and DirecTV. The Company also operates Disney Movie Club, which sells DVD/Blu-ray discs directly to consumers

in the U.S. and Canada.

Distribution of film content in the home entertainment window generally starts within three months after the theatrical

release. Electronic formats may be released up to two weeks ahead of the physical release.

Distribution of episodic television content in the home entertainment window includes digital sales of season passes that

can be purchased prior to, during and after the broadcast season with individual episodes typically available to season pass

customers s hortly after the initial airing of the show in each territory. Individual episodes are also available for digital purchase

shortly after their initial airing in each territory.

As of October 1, 2022, we have approximately 2,200 produced and acquired film titles that are actively distributed in the

home entertainment window, including approximately 1,900 live-action titles and approximately 300 animated titles.

Concurrently with physical home entertainment distribution, we license titles to video-on-demand services (such as Apple

and Amazon) for electronic d elivery to consumers for a specified rental period.

Disney Theatrical Group

Disney Theatrical Group develops, produces and licenses live entertainment events on Broadway and around the world.

Productions include The Lion King, Frozen , Aladdin and Beauty and the Beast.

Disney Theatrical Group also licenses the Company’s IP to Feld Entertainment, the producer of Disney On Ice and Marvel

Universe Live!.

Music Distribution

The Disney Music Group (DMG) commissions new music for the Company’s motion pictures and television programs

and develops, produces, markets and distributes the Company’s music worldwide either directly or through license agreements.

DMG also licenses the songs and recording copyrights to third parties for printed music, records, audio-visual devices, public

performances and digital distribution and produces live musical concerts. DMG labels include Walt Disney Records and

Hollywood Records.

Equity Investment

The Company has a 30% effective interest in Tata Play Limited, which operates a direct-to-home satellite distribution

platform in India.

Studios

The Studios produce motion pictures under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm,

Pixar and Searchlight Pictures b anners. Costs to produce the films are generally capitalized and allocated to the distribution

platform utilizing the content.

Marvel licensed rights to produce and distribute Spider-Man films to Sony Pictures Entertainment (Sony) prior to the

Company’s fiscal 2010 acquisition of M arvel. In general, Sony incurs the costs to produce and distribute Spider-Man films and

the Company licenses the merchandise rights to third parties. The Company pays Sony a licensing fee based on each film’s box

office receipts, subject to specified limits. I n general, the Company distributes other Marvel-produced films.

The Studios film library includes content from approximately 100 years of production history, as well as acquired film

libraries and totals approximately 5,100 live-action titles and 400 animation titles. The library includes approximately 50

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

In fiscal 2023, the Studios plan to produce approximately 40 titles, which include films and episodic television programs,

for distribution theatrically and/or on our DTC p latforms.

General Entertainment

Content produced by General Entertainment primarily consists of original episodic television programs, network news and

daytime/nighttime content. General Entertainment also acquires episodic television programming rights. Original content is

generally produced by the following Company o wned television s tudios: ABC Signature; 20th Television; Disney Branded

Television; FX Productions; and National Geographic Studios. Original content is also commissioned by General Entertainment

and produced by various other third-party studios. Costs to produce original content are generally capitalized and allocated to

the distribution p latform utilizing the content. Program development is carried out in collaboration with writers, producers and

creative teams.

General Entertainments television programming library includes content from approximately 70 years of production

history. Series with four or more seasons include approximately 75 one-hour dramas, 55 half-hour comedies, 5 half-hour non-

scripted series, 30 one-hour non-scripted series, 15 half-hour animated series and 10 half-hour live-action series. The library

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

In fiscal 2023, General Entertainment plans to produce or commission more than 270 original programs, most of which

will include multiple episodes. Productions generally include comedies, dramas, animations, documentaries, specials, made for

TV movies, shorts and network news content. The v ast majority of programming will be used on our Linear Networks and/or

our DTC platforms. Programming is also produced for third-parties, many of w hich have domestic linear distribution rights,

while the Company has SVOD and international distribution rights.

Sports

The Company has various professional and college sports programming rights, which the Sports group uses to produce

content aired on our Linear Networks and d istributed on our DTC platforms, including live events, sports news and original

content. In the U.S., rights include college football (including bowl games and the College Football Playoff) and basketball, the

National Basketball Association (NBA), the National Football League (NFL), MLB, US Open Tennis, the Professional Golfers’

Association (PGA) Championship, the Women’s National Basketball Association (WNBA), soccer, Top Rank Boxing, the

Wimbledon Championships, the Masters golf tournament, mixed martial arts and the National Hockey League (NHL).

Internationally, rights include various cricket events (for which the Company has the global distribution rights to certain events)

and soccer (including English Premier League, LaLiga, Bundesliga and multiple UEFA leagues).

International

The International group focuses on the development and production of locally created and relevant entertainment and

sports content to support growth across the Company’s portfolio of streaming services. In addition, this group also oversees

international media operations, including international linear channels, local advertising sales and local content sales and

distribution. International has produced approximately 150 movies and series for initial distribution on the DTC platforms

worldwide.

Competition a nd Seasonality

The Company’s Linear Networks and DTC streaming services compete for viewers primarily with other television

networks, independent television stations and other media, such as other DTC streaming services and video games. With

respect to the sale of advertising time, we compete with other television networks, independent television stations, MVPDs and

other advertising media such as digital content, newspapers, magazines, radio and billboards. Our television and radio stations

primarily compete for audiences and advertisers in local market areas.

The Company’s Linear Networks compete with other networks for carriage by MVPDs. The Company’s contractual

agreements with MVPDs are r enewed or renegotiated from time to time in the ordinary course of business. Consolidation and

other market conditions in the cable, satellite and telecommunication distribution industry and other f actors may adversely

affect the Company’s ability to obtain and maintain contractual terms for the distribution of its various programming s ervices

that are as favorable as those currently in place.

The Content Sales/Licensing businesses compete with all forms of entertainment. A significant number of companies

produce and/or distribute theatrical and television content, distribute products in the home entertainment market, provide pay

television and SVOD services, and produce music and live theater.

The operating r esults of Content Sales/Licensing fluctuate due to the timing and performance of releases in the theatrical,

home entertainment and television markets. Release dates are determined by several factors, including competition and the

timing of vacation and holiday periods.

The Company’s websites and digital products compete with other websites and entertainment products.

We also compete with other media and entertainment companies, independent production companies and SVOD services

for the acquisition of sports rights, creative and performing talent, story properties, show concepts, scripted and other

programming, advertiser support and exhibition outlets that are essential to the success of our DMED businesses.

Advertising revenues at Linear Networks and Direct-to-Consumer are subject to seasonal advertising patterns, changes in

viewership levels and the demand for sports programming. In general, domestic advertising revenues are typically somewhat

higher during the fall and somewhat lower during the summer months. In addition, advertising revenues generated from sports

programming are impacted by the timing of sports seasons and events, which varies throughout the year or may take place

periodically (e.g. biannually, quadrennially). Affiliate revenues v ary with the subscriber trends of MVPDs.

Federal Regulation

Television and radio broadcasting are subject to extensive regulation by the Federal Communications Commission (FCC)

under federal laws and r egulations, including the Communications Act of 1934, as amended. Violation of FCC regulations can

result in substantial monetary fines, limited renewals of licenses and, in egregious cases, denial of license renewal o r revocation

of a license. FCC regulations that affect DMED include the following:

• Licensing of television and radio stations. Each of the television and radio stations we own must be licensed by the

FCC. These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire

in order to continue operating the stations. We (and the acquiring entity in the case of a divestiture) must also obtain

FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a

station. The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay

renewals while permitting a licensee to continue operating. Although we have received such renewals and approvals in

the past or have been permitted to continue operations when renewal is delayed, there can be no assurance that this will

be the case in the future.

• Television and radio station ownership limits. The FCC imposes limitations on the number o f television s tations and

radio stations we can own in a specific market, on the combined number of television and radio stations we can own in

a single market and on the aggregate percentage of the national audience that can be reached by television stations we

own. Currently:

◦ FCC regulations may restrict our ability to own more than one television station in a market, depending on the size

and nature of the market. We do not own more than one television station in any market.

◦ Federal statutes permit our television stations in the aggregate to reach a maximum of 39% of the national

audience. Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our

eight stations reach approximately 20% of the national audience.

◦ FCC regulations in some cases impose restrictions on our ability to acquire additional radio or television stations in

the markets in which we own radio stations. We do not believe any such limitations are material to our current

operating plans.

• Dual networks. FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox

and NBC — from being under common ownership or control.

• Regulation of programming. The FCC regulates broadcast programming by, among other things, banning “indecent”

programming, regulating political advertising and imposing commercial time limits during children’s programming.

Penalties for broadcasting indecent programming can be over $400,000 per indecent utterance or image per station.

Federal legislation and FCC rules also limit the amount of commercial matter that may be shown on broadcast or cable

channels during programming d esigned for children 12 y ears of age and younger. In addition, broadcast stations are

generally required to provide an average of three hours per week of programming that has as a “significant purpose”

meeting the educational and informational needs of children 16 years of age and younger. FCC rules also give

television station owners the right to reject or refuse network programming in certain circumstances or to substitute

programming that the licensee reasonably believes to be of greater local or national importance.

• Cable and satellite carriage of broadcast television stations. With respect to MVPDs operating within a television

station’s Designated Market Area, FCC rules require that every three years each television station elect either “must

carry” status, pursuant to which MVPDs generally must carry a local television station in the station’s market, or

“retransmission consent” status, pursuant to which the MVPDs must negotiate with the television station to obtain the

consent of the television s tation prior to carrying its signal. The ABC owned television stations have historically

elected retransmission consent.

• Cable and satellite carriage of programming. The Communications Act and FCC rules regulate some aspects of

negotiations between programmers and distributors regarding the carriage of networks by cable and satellite

distribution companies, and some cable and satellite distribution companies have sought regulation of additional

aspects of the carriage of programming o n their systems. New legislation, court action or regulation in this area could

have an impact on the Company’s operations.

The foregoing is a brief summary of certain provisions of the Communications Act, other legislation and specific FCC

rules and policies. Reference should b e made to the Communications Act, other legislation, FCC rules and public notices and

rulings of the FCC for further information concerning the nature and extent of the FCC’s regulatory authority.

FCC laws and regulations are subject to change, and the Company generally cannot predict whether new legislation, court

action or regulations, or a change in the extent of application or enforcement of current laws and regulations, would have an

adverse impact on our operations.

DISNEY PARKS, EXPERIENCES AND PRODUCTS

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

• Parks & Experiences:

◦ Theme parks and resorts, which include: Walt Disney World Resort in Florida; Disneyland Resort in California;

Disneyland Paris; Hong Kong Disneyland Resort (48% ownership interest); and Shanghai Disney Resort (43%

ownership interest), all of which are consolidated in our results. Additionally, the Company licenses our IP to a

third party to operate Tokyo Disney Resort.

◦ Disney Cruise Line, Disney Vacation Club, National Geographic Expeditions (73% ownership interest),

Adventures b y D isney and Aulani, a Disney Resort & Spa in Hawaii

• Consumer Products:

◦ Licensing of our trade names, characters, visual, literary and other IP to various manufacturers, game developers,

publishers and retailers throughout the world, for use on merchandise, published materials and games

◦ Sale of branded merchandise through online, retail and wholesale businesses, and development and publishing of

books, comic books and magazines (except National Geographic magazine, which is reported in DMED)

The significant revenues of DPEP are as follows:

• Theme park admissions - Sales of tickets for admission to our theme parks and for premium access to certain

attractions (e.g. Genie+ and Lightning Lane)

• Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and b everages at our theme parks

and resorts and cruise ships

• Resorts and vacations - Sales of room nights at hotels, sales of cruise and other vacations and sales and rentals of

vacation club properties

• Merchandise licensing and retail:

◦ Merchandise licensing - Royalties from licensing our IP for use on consumer goods

◦ Retail - Sales of merchandise through internet shopping sites generally branded shopDisney and at The Disney

Store, as well as to wholesalers (including books, comic books and magazines)

• Parks licensing and other - Revenues from sponsorships and co-branding opportunities, real estate rent and sales and

royalties earned on Tokyo Disney Resort revenues

The significant expenses of DPEP are as follows:

• Operating expenses consisting primarily of operating labor, costs of goods sold, infrastructure costs, supplies,

commissions and entertainment offerings. Infrastructure costs include technology support costs, repairs and

maintenance, property taxes, utilities and fuel, retail occupancy costs, insurance and transportation

• Selling, general and administrative costs, including marketing costs

• Depreciation and amortization

Significant capital investments:

• In recent years, the majority of the Company’s capital spend has been at our parks and experiences business, which is

principally for theme park and r esort expansion, new attractions, cruise ships, capital improvements and systems

infrastructure. The various investment plans discussed in the “Parks & Experiences” section are based on

management’s current expectations. Actual investment may differ.

Parks & Experiences

Walt Disney World Resort

The Walt Disney World Resort is located approximately 20 miles southwest of Orlando, Florida, on approximately 25,000

acres of land. The resort includes theme parks (the Magic Kingdom, EPCOT, Disney’s Hollywood Studios and Disney’s

Animal Kingdom); hotels; vacation club properties; a retail, dining and entertainment complex (Disney Springs); a sports

complex; conference centers; campgrounds; golf courses; water parks; and other recreational facilities designed to attract

visitors for an extended stay.

The Walt Disney World Resort is marketed through a variety of international, national and local advertising and

promotional activities. A number of attractions and r estaurants in each of the theme parks are sponsored or operated by other

companies under multi-year agreements.

Magic Kingdom — The Magic Kingdom consists of six themed areas: Adventureland, Fantasyland, Frontierland, Liberty

Square, Main Street USA and Tomorrowland. Each land provides a unique guest experience featuring themed attractions,

restaurants, merchandise shops and entertainment experiences. Tomorrowland is currently undergoing an expansion including

the Tron Lightcycle/Run, which is scheduled to open in Spring 2023.

EPCOT — EPCOT consists of four major themed areas: World Showcase, World Celebration, World Nature and World

Discovery. All areas feature themed attractions, restaurants, merchandise shops and entertainment experiences. Countries

represented with pavilions include Canada, China, France, Germany, Italy, Japan, Mexico, Morocco, Norway, the United

Kingdom and the U.S. EPCOT is undergoing a multi-year transformation, which includes the addition of Guardians of the

Galaxy: Cosmic Rewind, which opened in the summer of 2022 and Journey of Water, inspired by Moana, which is scheduled to

open late 2023.

Disney’s Hollywood Studios — D isney’s Hollywood Studios consists of eight themed areas: Animation Courtyard,

Commissary Lane, Echo Lake, Grand Avenue, Hollywood Boulevard, Star Wars: Galaxy’s Edge, Sunset Boulevard and Toy

Story Land. The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attractions and

offer themed food service, merchandise shops and entertainment experiences.

Disney’s Animal Kingdom — Disney’s Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded

by five themed areas: Africa, Asia, DinoLand USA, Discovery Island and Pandora - The World of Avatar. Each themed area

contains attractions, restaurants, merchandise shops and entertainment experiences. The park features more than 300 species of

live mammals, b irds, r eptiles and amphibians and 3,000 varieties of vegetation.

Hotels, Vacation Club Properties and Other Resort Facilities — As of October 1, 2022, the Company owned and

operated 19 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 23,000 rooms and

3,600 vacation club units. Resort facilities include 500,000 square feet of conference meeting space and Disney’s Fort

Wilderness camping and recreational area, which offers approximately 800 campsites.

Disney Springs is an approximately 120-acre r etail, dining and entertainment complex and consists of four areas:

Marketplace, The Landing, Town Center and West Side. The areas are home to more than 150 venues including the 64,000-

square-foot World of D isney r etail store. Most of the Disney Springs facilities are operated by third parties that pay rent to the

Company.

Ten independently-operated hotels with approximately 7,000 rooms are situated on property leased from the Company.

ESPN Wide World of Sports Complex is a 230-acre center that hosts professional caliber training and competitions,

festival and tournament events and interactive sports activities. The complex, which welcomes both amateur and professional

athletes, accommodates multiple sporting events, including baseball, basketball, football, soccer, softball, tennis and track and

field. It also includes a stadium, as well as two venues designed for cheerleading, dance competitions and other indoor sports.

Other recreational amenities and activities available at the Walt Disney World Resort include three championship golf

courses, miniature golf courses, full-service spas, tennis, sailing, swimming, horseback riding and a number of other sports and

leisure time activities. The resort also includes two water parks: Disney’s Blizzard Beach and Disney’s Typhoon Lagoon.

Disneyland Resort

The Company owns 489 acres and has rights under a long-term lease for use of an additional 52 acres of land in Anaheim,

California. The Disneyland Resort includes two theme parks (Disneyland and Disney California Adventure), three resort hotels

and a retail, dining and entertainment complex (Downtown Disney).

The Disneyland Resort is marketed through a variety of international, national and local advertising and promotional

activities. A number of the attractions and restaurants in the theme parks are sponsored or operated by other companies under

multi-year agreements.

Disneyland — D isneyland consists of nine themed areas: Adventureland, Critter Country, Fantasyland, Frontierland, Main

Street USA, Mickey’s Toontown, New Orleans Square, Star Wars: Galaxy’s Edge, and Tomorrowland. These areas feature

themed attractions, restaurants, merchandise shops and entertainment experiences. Mickey’s Toontown is currently undergoing

an expansion and transformation, including the addition o f Mickey and M innie’s Runaway Railway, which is scheduled to open

in early 2023.

Disney California Adventure — Disney California Adventure is adjacent to Disneyland and includes eight themed areas:

Avengers Campus, Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Pacific Wharf (which will be transformed

into San Fransokyo from Big Hero 6), Paradise Gardens Park and Pixar Pier. These areas include themed attractions,

restaurants, merchandise shops and entertainment experiences.

Hotels, Vacation Club U nits and Other Resort Facilities — Disneyland Resort includes three Company owned and

operated hotels and vacation club facilities with approximately 2,400 rooms, 50 vacation club units and 180,000 square feet of

conference meeting space.

Downtown Disney is a themed 15-acre retail, entertainment and dining complex with approximately 30 venues located

adjacent to both Disneyland and Disney California Adventure. Most of the Downtown Disney facilities are operated by third

parties that pay rent to the Company.

Aulani, a Disney Resort & Spa

Aulani, a Disney Resort & Spa, is a Company-operated family resort on a 21-acre oceanfront property on Oahu, Hawaii

featuring approximately 350 hotel rooms, an 18,000-square-foot spa and 12,000 square feet of conference meeting space. The

resort also has approximately 480 vacation club units.

Disneyland Paris

Disneyland Paris is located on approximately 5,200-acres in Marne-la-Vallée, approximately 20 miles east of Paris,

France. The land is b eing d eveloped pursuant to a master agreement with French governmental authorities. Disneyland Paris

includes two theme parks (Disneyland Park and Walt Disney Studios Park); seven themed resort hotels; two convention centers;

a shopping, dining and entertainment complex (Disney Village); and a 27-hole golf facility. Of the 5,200 acres comprising the

site, approximately half have been developed to date, including a p lanned community (Val d’Europe) and an eco-tourism

destination (Villages Nature).

Disneyland Park — Disneyland Park consists of five themed areas: Adventureland, Discoveryland, Fantasyland,

Frontierland and Main Street USA. These areas include themed attractions, restaurants, merchandise shops and entertainment

experiences.

Walt Disney Studios Park — Walt Disney Studios Park includes five themed areas: Front Lot, Production Courtyard,

Toon Studio, Worlds of Pixar and Avengers Campus, which opened in the summer of 2022. These areas each include themed

attractions, restaurants, merchandise shops and entertainment experiences. Walt Disney Studios Park is undergoing a multi-year

expansion that will include a new themed area based on Frozen.

Hotels and Other Facilities — Disneyland Paris operates seven resort hotels, with approximately 5,750 rooms and

250,000 square feet of conference meeting space. In addition, five on-site hotels that are owned and operated by third parties

provide approximately 1,500 rooms.

Disney Village is an approximately 500,000-square-foot retail, dining and entertainment complex located between the

theme parks and the hotels. A number of the Disney Village facilities are operated by third parties that pay rent to the Company.

Val d’Europe is a planned community near Disneyland Paris that is being developed in phases. Val d’Europe currently

includes a regional train station, hotels and a town center consisting of a shopping center as well as office, commercial and

residential space. Third parties operate these developments on land leased or purchased from the Company.

Villages Nature is an eco-tourism resort that consists of recreational facilities, restaurants and 900 vacation units. The

resort is a 50% joint venture between the Company and Pierre & Vacances-Center Parcs, which manages the venture.

Hong Kong Disneyland Resort

The Company owns a 48% interest in Hong Kong Disneyland Resort and the Government of the Hong Kong Special

Administrative Region (HKSAR) o wns a 52% interest. The resort is located on 310 acres o n Lantau Island and is in close

proximity to the Hong Kong International Airport and the Hong Kong-Zhuhai-Macau Bridge. Hong Kong Disneyland Resort

includes one theme park and three themed resort hotels. A separate Hong Kong subsidiary of the Company is responsible for

managing Hong Kong Disneyland Resort. The Company is entitled to receive royalties and management fees based on the

operating performance of Hong Kong Disneyland Resort.

Hong Kong Disneyland — Hong Kong Disneyland consists of seven themed areas: Adventureland, Fantasyland, Grizzly

Gulch, Main Street USA, Mystic Point, Tomorrowland and Toy Story Land. These areas feature themed attractions, restaurants,

merchandise shops and entertainment experiences. The park is in the midst of a multi-year expansion project that includes a

Frozen-themed area, expected to open in 2023.

Hotels — Hong Kong Disneyland Resort includes three themed hotels with a total of 1,750 rooms and approximately

16,000 square feet of conference meeting space.

Shanghai Disney Resort

The Company owns a 43% interest in Shanghai Disney Resort and Shanghai Shendi (Group) Co., Ltd (Shendi) owns a

57% interest. The resort is located in the Pudong district of Shanghai on approximately 1,000 acres of land, which includes the

Shanghai Disneyland theme park; two themed resort hotels; a retail, dining and entertainment complex (Disneytown); and an

outdoor recreation area. A management company, in which the Company has a 70% interest and Shendi has a 30% interest, is

responsible for operating the resort and receives a management fee based on the operating performance of Shanghai Disney

Resort. The Company is also entitled to royalties based on the resort’s revenues.

Shanghai Disneyland — Shanghai Disneyland consists of seven themed areas: Adventure Isle, Fantasyland, Gardens of

Imagination, Mickey Avenue, Tomorrowland, Toy Story Land and Treasure Cove. These areas feature themed attractions,

shows, restaurants, merchandise shops and entertainment experiences. The Company is constructing an eighth themed area

based on the animated film Zootopia.

Hotels and Other Facilities — Shanghai Disneyland Resort includes two themed hotels with a total of 1,220 rooms.

Disneytown is an 11-acre outdoor complex of dining, shopping and entertainment venues located adjacent to Shanghai

Disneyland. Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.

Tokyo Disney Resort

Tokyo Disney Resort is located on 494 acres of land, six miles east of downtown Tokyo, Japan. The Company earns

royalties on revenues generated by the Tokyo Disney Resort, which is owned and operated by Oriental Land Co., Ltd. ( OLC), a

third-party Japanese corporation. The resort includes two theme parks (Tokyo Disneyland and Tokyo DisneySea); five Disney-

branded hotels; six other hotels (operated by third parties other than OLC); a retail, dining and entertainment complex

(Ikspiari); and Bon Voyage, a Disney-themed merchandise location.

Tokyo Disneyland — Tokyo Disneyland consists of seven themed areas: Adventureland, Critter Country, Fantasyland,

Tomorrowland, Toontown, Westernland and World Bazaar.

Tokyo DisneySea — Tokyo DisneySea is divided into seven “ports of call,” including American Waterfront, Arabian

Coast, Lost River Delta, Mediterranean Harbor, Mermaid Lagoon, Mysterious Island and Port Discovery. OLC is expanding

Tokyo DisneySea to include an eighth themed port, Fantasy Springs expected to open in spring 2024.

Hotels and Other Resort Facilities — Tokyo Disney Resort includes five Disney-branded hotels with a total of more than

3,000 rooms and a monorail, which links the theme parks and resort hotels with Ikspiari. OLC is currently constructing a 475-

room Disney-branded hotel at Tokyo DisneySea that is expected to open in spring 2024.

Disney Vacation Club (DVC)

DVC offers ownership interests in 15 resort facilities located at the Walt Disney World Resort; Disneyland Resort;

Aulani; Vero Beach, Florida; and Hilton Head Island, South Carolina. Available units are offered for sale under a vacation

ownership plan and are operated as hotel rooms when not occupied by vacation club members. The Company’s vacation club

units range from deluxe studios to three-bedroom grand villas. Unit counts in this document are presented in terms of two-

bedroom equivalents. DVC had approximately 4,400 vacation club units as of October 1, 2022 and is scheduled to open an

additional 135 units at The Villas at Disneyland Hotel in 2023. The Company also plans to open additional units at Disney’s

Polynesian Village Resort in late 2024.

Storyliving by Disney

The Company is developing its first Storyliving by Disney residential community, Cotino, in Rancho Mirage, California.

Disney Cruise Line

Disney Cruise Line is a five-ship vacation cruise line, which operates out of ports in North America and Europe. The

Disney Magic and the Disney Wonder are 85,000-ton 875-stateroom ships; the Disney Dream and the Disney Fantasy are

130,000-ton 1,250-stateroom ships; and the Disney Wish, launched in July 2022, is a 140,000-ton 1,250-stateroom ship. The

ships cater to families, children, teenagers and adults, with themed areas and activities for each group. Many cruise vacations

include a visit to Disney’s Castaway Cay, a 1,000-acre private Bahamian island.

Disney Cruise Line is adding the Disney Treasure and a seventh ship, which are to be delivered from the shipyard in fiscal

2025 and fiscal 2026, respectively. Both of these ships will be approximately 140,000 tons with 1,250 staterooms and will be

In November 2022, the Company purchased a partially completed ship for an amount that is not material. The ship will be

approximately 200,000 tons. Disney Cruise Line will incur the cost to complete construction with total costs anticipated to be

less than our recent fleet additions. This ship is expected to be delivered in 2025.

The Company has approximately 550 acres of land at Lighthouse Point on the island of Eleuthera, which is scheduled to

open as a Disney Cruise Line destination in 2024.

Adventures b y Disney and National Geographic Expeditions

Adventures b y D isney and National Geographic Expeditions offer guided tour packages predominantly at non-Disney

sites around the world.

Walt Disney Imagineering

Walt Disney Imagineering provides master planning, real estate development, attraction, entertainment and show design,

engineering support, production support, project management and research and development for DPEP.

Consumer Products

Licensing

The Company’s merchandise licensing operations cover a diverse range of product categories, the most significant of

which are: toys, apparel, games, home décor and furnishings, accessories, food, books, health and b eauty, stationery, footwear,

magazines and consumer electronics. The Company licenses characters from its film, television and other properties for use on

third-party products in these categories and earns royalties, which are usually based on a fixed p ercentage of the wholesale or

retail selling price of the products. Some of the major properties licensed by the Company include: Mickey and Friends, Star

Wars, Spider-Man, Disney Princess, Avengers, Frozen, Toy Story, Winnie the Pooh and Cars.

Retail

The Company sells Disney-, Marvel-, Pixar- and Lucasfilm-branded products through shopDisney branded internet sites

and Disney Store branded retail locations. A t October 1, 2022, the Company owns and operates approximately 40 stores in

Japan, 20 stores in North America, three stores in Europe and one store in China.

The Company creates, distributes and publishes a variety of products in multiple countries and languages based on the

Company’s branded franchises. The products include children’s books and comic books.

Competition a nd Seasonality

The Company’s theme parks and resorts as well as Disney Cruise Line and Disney Vacation Club compete with other

forms o f entertainment, lodging, tourism and recreational activities. The profitability of the leisure-time industry may be

influenced by various factors that are not directly controllable, such as economic conditions including business cycle and

exchange rate fluctuations, health concerns, the political environment, travel industry trends, amount of available leisure time,

oil and transportation prices, w eather patterns and n atural disasters. The licensing and retail business competes w ith other

licensors, retailers and publishers of character, brand and celebrity names, as well as other licensors, publishers and d evelopers

of game software, online video content, websites, other types of home entertainment and retailers of toys and kids merchandise.

All of the theme parks and the associated resort facilities are operated on a year-round basis. Typically, theme park

attendance and resort occupancy fluctuate based on the seasonal nature of vacation travel and leisure activities, the opening of

new guest offerings and pricing and promotional offers. Peak attendance and resort occupancy generally occur during the

summer months when school vacations occur and during early winter and spring holiday periods. The licensing, retail and

wholesale businesses are influenced by seasonal consumer purchasing behavior, which generally results in higher revenues

during the Company’s first and fourth fiscal quarter, and by the timing and performance of theatrical and game releases and

cable programming broadcasts.

INTELLECTUAL PROPERTY PROTECTION

The Company’s businesses throughout the world are affected by its ability to exploit and protect against infringement of

its IP, including trademarks, trade names, copyrights, patents and trade secrets. Important IP includes rights in the content of

motion pictures, television programs, electronic games, sound recordings, character likenesses, theme park attractions, books

and magazines, and merchandise. Risks related to the protection and exploitation o f I P rights and information concerning the

expiration of certain of our copyrights are set forth in Item 1A – Risk Factors.

AVAILABLE INFORMATION

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those

reports are available without charge on our website, www.disney.com/investors, as soon as reasonably practicable after they are

filed electronically with the U.S. Securities and Exchange Commission (SEC). We are providing the address to our internet site

solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents

of the website into this report.

ITEM 1A. Risk Factors

For an enterprise as large and complex as the Company, a wide range of factors could materially affect future

developments and performance. In addition to the factors affecting s pecific business operations identified in connection with the

description of these operations and the financial results of these operations elsewhere in our filings with the SEC, the most

significant factors affecting our business include the following:

BUSINESS, ECONOMIC, MARKET and OPERATING CONDITION RISKS

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

impact certain of our key sources of revenue.

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

measures to prevent its spread have impacted our segments in a number of ways, most significantly at DPEP where our theme

parks and r esorts were closed and cruise ship sailings and guided tours were suspended. In addition, at DMED we delayed, or in

some cases, shortened or canceled theatrical releases and experienced disruptions in the production and availability of content.

Collectively, our impacted businesses have h istorically been the source of the majority of our revenue. Operations have

resumed at various points since May 2020, with certain theme parks and resort operations and film and television productions

resuming by the end of fiscal 2020 and throughout 2021. Although operations resumed, many of our businesses continue to

experience impacts from COVID-19, such as incremental health and safety measures and related increased expenses, capacity

restrictions and closures (including at some of our international parks and in theaters in certain markets), and disruptions of

content production activities.

COVID-19 impacts and future health outbreaks and pandemics could hasten the erosion of historical sources of revenue at

our Linear Networks businesses and change consumer preferences. For example, COVID-19 impacts have changed, and may

continue to change, consumer behavior and consumption patterns, such as theater-going to watch movies. Some industries in

which our customers operate, such as theatrical distribution, retail and travel, have experienced, and could continue to

experience, contraction and financial distress, which could impact the profitability of our businesses going forward.

Our mitigation efforts in response to the impacts of COVID-19 on our businesses have had, or may continue to have,

negative impacts. For example, in response to COVID-19 impacts, we incurred significant additional indebtedness and delayed

or suspended certain projects in which we have invested, particularly at our parks and resorts and studio operations. In addition,

we may take mitigation actions in the future to respond to the impacts of COVID-19 or other health outbreaks or pandemics on

our businesses, such as raising additional financing; not declaring future dividends; further suspending or reducing capital

spending; reducing film and television content investments; implementing furloughs or reductions in force or modifying our

operating strategy. These and other of our mitigating actions may have an adverse impact on our businesses. Additionally, there

are limitations on our ability to mitigate the adverse financial impact of COVID-19 and other health outbreaks o r p andemics,

including the fixed costs o f our theme park business and the impact such events may have on capital markets and our cost of

borrowing.

Geographic variation in government requirements and ongoing changes to restrictions have disrupted and could further

disrupt our businesses, including our production operations. Our operations could be suspended, re-suspended or subjected to

new or reinstated limitations by government action or otherwise in the future as a r esult of developments related to COVID-19,

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

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

employees who r eturned to work were later refurloughed. Our operations could be further negatively impacted and our

reputation could be negatively impacted by a significant COVID-19 or other health outbreak impacting our employees,

customers o r o thers interacting with our businesses, including our supply chain.

The impacts of COVID-19 to our business have generally amplified, or reduced our ability to mitigate, the other risks

discussed in our filings with the SEC and our remediation efforts may not be successful.

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

has already adversely impacted our businesses and net cash flow, and we expect the ultimate magnitude of these disruptions on

our financial and operational results will be dictated by the length of time that such disruptions continue which will, in turn,

depend on the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact

and duration of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance

regarding health matters going forward.

Changes in U.S., global, and regional economic conditions are expected to have an adverse effect on the profitability of

our businesses.

A d ecline in economic conditions, such as recession, economic downturn, and/or inflationary conditions in the U.S. and

other regions of the world in which we do business can adversely affect demand and/or expenses for any of our businesses, thus

reducing our revenue and earnings. Past declines in economic conditions reduced spending at our parks and resorts, purchases

of and prices for advertising on our broadcast and cable networks and owned stations, p erformance of our home entertainment

releases, and purchases o f Company-branded consumer products, and similar impacts can be expected as such conditions recur.

The current decline in economic conditions could also reduce attendance at our parks and resorts, prices that MVPDs pay for

our cable programming, purchases of and prices for advertising on our DTC products or subscription levels for our cable

programming or DTC products, while also increasing the prices we pay for goods, services and labor. Economic conditions can

also impair the ability of those with whom we do business to satisfy their obligations to us. In addition, an increase in price

levels generally, or in price levels in a p articular sector such as current inflation in the domestic and global energy sector and

other pronounced price increases generally and in certain other sectors, could result in a shift in consumer demand away from

the entertainment and consumer products we offer, which could also adversely affect our revenues and, at the same time,

increase our costs. A decline in economic conditions could impact implementation of our business plans, such as our plans to

realign our cost structure and for the new DTC ad-supported service, pricing structure and price increases. In addition, actions

to reduce inflation, including raising interest rates, increase our cost of borrowing, which in turn could make it more difficult to

obtain financing for our operations or investments on favorable terms. F urther, global economic conditions may impact foreign

currency exchange rates against the U.S. dollar. The current or continued strength in the value of the U.S. dollar has adversely

impacted the U.S. dollar value of revenue we receive and expect to receive from other markets and may reduce international

demand for our products and services. A decrease in the value of the U.S. dollar may increase our labor, supply or other costs in

non-U.S. markets. Although we hedge exposure to certain foreign currency fluctuations, any such hedging activity may not

substantially offset the negative financial impact of exchange rate fluctuations and is not expected to offset all such negative

financial impact, particularly in periods of sustained U.S. dollar strength relative to multiple foreign currencies. Further,

economic or political conditions in 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. Broader

supply chain delays, such as those currently impacting global distribution may further exacerbate current inflationary pressures

and impact our ability to sell and deliver goods or otherwise disrupt our operations. The adverse impact on our businesses of the

decline in economic conditions will depend, in part, on its severity and duration and our ability to mitigate the impacts of this

decline on our businesses w ill be limited.

Changes in technology and in consumer consumption patterns may affect demand for our entertainment products, the

revenue we can generate from these products or the cost of producing or distributing products.

The media entertainment and internet businesses in which we participate increasingly depend on our ability to

successfully adapt to shifting patterns of content consumption through the adoption and exploitation of new technologies. New

technologies affect the demand for our products, the manner in which our products are distributed to consumers, 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. This trend has impacted the business model for

certain traditional forms of d istribution, as evidenced by the industry-wide decline in ratings for broadcast television, the

reduction in demand for home entertainment sales of theatrical content, the d evelopment of alternative distribution channels for

broadcast and cable programming and declines in subscriber levels for traditional cable channels, including for a number of our

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

Declines in linear viewership have resulted in decreased advertising revenue. In order to respond to these developments, we

regularly consider, and from time to time implement changes to our business models, most recently by developing, investing in

and acquiring DTC products, initiating plans to again reorganize our media and entertainment businesses to advance our DTC

strategies, and developing next generation storytelling offerings. There can be no assurance that our DTC offerings, next

generation storytelling offerings and other efforts will successfully respond to these changes. In addition, declines in certain

traditional forms of d istribution may increase the cost of content allocable to our DTC offerings, negatively impacting the

profitability of our DTC offerings. We expect to forgo revenue from traditional sources, particularly as we expand our DTC

offerings. To d ate we have experienced significant losses in our DTC businesses. There can be no assurance that the DTC

model and other business models we may develop will ultimately be profitable or as profitable as our existing or historic

business models.

Misalignment with public and consumer tastes and preferences for entertainment, travel and consumer products could

negatively impact demand for our entertainment offerings and products and adversely affect the profitability of any of

our businesses.

Our businesses create entertainment, travel and consumer products whose success depends substantially on consumer

tastes and preferences that change in often unpredictable ways. The success of our businesses depends on our ability to

consistently create compelling content, which may be distributed, among other ways, through broadcast, cable, internet or

cellular technology, theme park attractions, hotels and other resort facilities and travel experiences and consumer products.

Such distribution must meet the changing preferences of the broad consumer market and respond to competition from an

expanding array of choices facilitated by technological developments in the delivery of content. The success of our theme

parks, resorts, cruise ships and experiences, as well as our theatrical releases, depends on demand for public or out-of-home

entertainment experiences. Demand for certain of our out-of-home entertainment experiences, such as theater-going to watch

movies, has not returned to pre-pandemic levels, and COVID-19 may continue to impact consumer tastes and preferences. In

addition, many of our businesses increasingly depend o n acceptance of our offerings and products by consumers outside the

U.S. The success of our businesses therefore depends on our ability to successfully predict and adapt to changing consumer

tastes and preferences outside as well as inside the U.S. Moreover, we must often invest substantial amounts in content

production and acquisition, acquisition of sports rights, theme park attractions, cruise ships o r hotels and other facilities or

customer facing platforms before we 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. If our entertainment offerings and products (including our content offerings, which have

been impacted by COVID-19 and may in the future be impacted by COVID-19 developments or other health outbreaks or

pandemics) as well as our methods to make our offerings and products available to consumers, do not achieve sufficient

consumer acceptance, our revenue may decline, decline f urther or fail to grow to the extent w e anticipate when making

investment decisions and thereby further adversely affect the profitability of one or more of our businesses. Further, consumers’

perceptions of our position on matters of public interest, including our efforts to achieve certain of our environmental and social

goals, often differ widely and present risks to our reputation and brands. 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 b everage sales, sales of licensed consumer products or sales of our other consumer products

and services.

The success of o ur businesses is highly dependent on the existence and maintenance of intellectual property rights in the

entertainment products and services we create.

The value to us of our IP is dependent on the scope and duration of our rights as defined by applicable laws in the U.S.

and abroad and the manner in which those laws are construed. If those laws are drafted or interpreted in ways that limit the

extent or duration o f 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 expired and other copyrights will expire in the future. For example, in the United States and countries that look to

the United States copyright term when shorter than their own, the copyright term for early works such as the short film

Steamboat Willie (1928), and the specific early versions of characters depicted in those works, expires at the end of the 95th

calendar year after the date the copyright was originally secured in the United States. Revenues generated from this intellectual

property could be negatively impacted.

The unauthorized use of our IP may increase the cost of protecting rights in our IP or reduce our revenues. The

convergence of computing, communication 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 d ata systems have made the unauthorized digital copying and distribution of our films, television productions and

other creative works easier and faster and protection and enforcement o f IP r ights more challenging. The unauthorized

distribution and access to entertainment content generally continues to be a significant challenge for IP rights holders.

Inadequate laws or weak enforcement mechanisms to protect entertainment industry IP in one country can adversely affect the

results of the Company’s operations worldwide, despite the Company’s efforts to protect its IP rights. COVID-19 and

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

Additionally, negative economic conditions coupled with a shift in government priorities could lead to less enforcement. These

developments require us to devote substantial resources to protecting our IP against unlicensed use and present the risk of

increased losses of revenue as a result of unlicensed d istribution o f our content and other commercial misuses of our IP.

With respect to IP developed b y the Company and rights acquired by the Company from others, the Company is subject to

the risk o f challenges to our copyright, trademark and patent rights by third parties. Successful challenges to our rights in IP

may result in increased costs for obtaining r ights or the loss of the opportunity to earn revenue from or utilize the IP that is the

subject of challenged r ights. From time to time, the Company has been notified that it may be infringing certain IP rights of

third parties. Technological changes in industries in which the Company operates and extensive patent coverage in those areas

may increase the risk of such claims being brought and prevailing.

Protection o f 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 o f service or theft of our assets.

We maintain information necessary to conduct our business, including confidential and proprietary information as well as

personal information regarding our customers and employees, in digital form. We also use computer 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 computer systems are subject to cyberattacks that may result

in disruptions in service. We use many third-party systems and software, which are also subject to supply chain and other

cyberattacks. We develop and maintain an information security program to identify and mitigate cyber risks but the

development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change

and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts, the risk of

unauthorized access, modification, exfiltration, destruction or denial of access with respect to data or systems and other

cybersecurity attacks cannot be eliminated entirely, and the risks associated with a potentially material incident remain. In

addition, we provide some confidential, proprietary and personal information to third parties in certain cases, which may also be

compromised.

If our information or cyber security systems or data are compromised in a material way, our ability to conduct our

business may be impaired, w e may lose profitable opportunities or the value of those opportunities may be diminished and, as

described above, w e may lose revenue as a result of unlicensed use of our intellectual property. If personal information of our

customers or employees is misappropriated, our reputation with our customers and employees may be damaged resulting in loss

of business or morale, and we may incur costs to remediate possible harm to our customers and employees or damages arising

from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident.

Insurance we obtain may not cover losses or damages associated with such attacks or events. Our systems and users and those

of third parties with whom we engage are continually attacked, sometimes successfully.

A variety o f uncontrollable events may reduce demand for or consumption of our products and services, impair our

ability to provide our products and services or increase the cost or reduce the profitability of providing our products

and services.

Demand for and consumption of our products and services, particularly our theme parks and resorts, is highly dependent

on the general environment for travel and tourism. The environment for travel and tourism, as well as demand for and

consumption of other entertainment products, can be significantly adversely affected in the U.S., globally or in specific regions

as a result of a variety of factors beyond our control, including: health concerns (including as it has been by COVID-19 and

could be b y future health outbreaks and pandemics); adverse weather conditions arising from short-term weather patterns or

long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods,

droughts, tsunamis and earthquakes); international, political or military developments (including social unrest); a decline in

economic activity; and terrorist attacks. These events and others, such as fluctuations in travel and energy costs and computer

virus attacks, intrusions or other widespread computing or telecommunications failures, may also damage our ability to provide

our products and services or to obtain insurance coverage with respect to some of these events. An incident that affected our

property directly would have a d irect impact on our ability to provide goods and services and could have an extended effect of

discouraging consumers from attending our facilities. Moreover, the costs of protecting against such incidents, including the

costs o f protecting against the spread of COVID-19, reduces the profitability of our operations.

For example, hurricanes, including Hurricane Ian in late September 2022, which caused Walt Disney World Resort parks

in Florida to close for two days, have impacted the profitability of Walt Disney World Resort and may do so in the future. The

Company has paused certain operations in certain regions and the profitability of certain operations has been impacted as a

result of events in the corresponding regions.

In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed goods

and services by third parties, and the management of businesses operated under brands licensed from the Company, and we are

therefore dependent on the successes of those third parties for that portion of our revenue. A wide variety of factors could

influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third

parties, the profitability of one or more of our businesses could be adversely affected. In specific geographic markets, we have

experienced delayed and/or partial payments from certain affiliate partners due to liquidity issues.

We obtain insurance against the risk of losses relating to some of these events, generally including certain physical

damage to our property and resulting business interruption, certain injuries occurring on our property and some liabilities for

alleged breach of legal responsibilities. When insurance is obtained it is subject to deductibles, exclusions, terms, conditions

and limits of liability. The types and levels of coverage we obtain vary from time to time depending on our view of the

likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and

we may experience material losses not covered by our insurance. For example, many losses related to impacts of COVID-19

have not been covered by insurance available to us.

Changes in our business strategy or restructuring of our businesses has increased and may continue to increase our

costs a nd has otherwise affected and may continue to affect the profitability of our businesses or the value of our assets.

As changes in our business environment occur we have adjusted, 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. For example, in November 2022, we announced plans to r eorganize DMED to advance our DTC strategies and

rationalize costs; in fiscal 2022, we announced plans to introduce an ad-supported Disney+ service, new pricing model and

price increases and cost realignment; in March 2021, we announced the closure of a substantial number of our Disney-branded

retail stores; and we have announced exploration of a number of new types of businesses. In addition, with the recent change in

leadership, there may be additional adjustments to our business strategies. Our new organization and strategies are, among other

things, subject to execution risk and may not produce the anticipated benefits, such as supporting our growth strategies and

enhancing shareholder value. For example, notwithstanding our announced plans to rationalize costs, the costs of our DTC

strategy, and associated losses, may continue to grow or be reduced more slowly than anticipated, which may impact our

distribution strategy across businesses/distribution p latforms, the types of content we distribute through various businesses/

distribution platforms, and the timing and sequencing of content w indows. Our n ew organization and strategies could be less

successful than our previous organizational structure and strategies. In addition, external events including changing technology,

changing consumer purchasing patterns, acceptance of content offerings and changes in macroeconomic conditions may impair

the value of our assets. When these changes or events occur, we have incurred and may continue to incur costs to change our

business s trategy and have needed and may in the future need to write-down the value of assets. For example, current

conditions, including COVID-19 and our business decisions, have reduced the value of some of our assets. We have impaired

goodwill and intangible assets at our International Channels businesses and impaired the value of certain of our retail store

assets. We may write-down other assets as our strategy evolves to account for the current business environment. We also make

investments in existing or new businesses, including investments in international expansion of our business and in new business

lines. In recent years, such investments have included expansion and renovation o f certain of our theme parks, expansion of our

fleet of cruise ships, the acquisition of TFCF and investments related to DTC offerings. Some of these investments have returns

that are negative or low, the ultimate business prospects of the businesses related to these investments are uncertain, these

investments may impact the profitability of our other businesses, and these risks are exacerbated by COVID-19. In any of these

events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new

investments may be negative or lower than prior to the change in strategy o r r estructuring. Even if our strategies are effective in

the long term, our new offerings will generally not be profitable in the short term, growth of our new offerings is unlikely to be

even quarter over quarter and we may not expand into new markets as or when anticipated. Our ability to forecast for new

businesses may be impacted by our lack of experience operating in those n ew businesses, speed with which the competitive

landscape changes, volatility beyond our control (such as the events beyond our control noted above) and our ability to obtain

or develop the content and rights on which our projections are based. Accordingly, we may not achieve our forecasted

outcomes.

Increased competitive pressures may reduce our revenues or increase our costs.

We face substantial competition in each of our businesses from alternative providers of the products and services we offer

and from other forms of entertainment, lodging, tourism and recreational activities. This includes, among other types,

competition for human resources, content and other resources we require in operating our business. For example:

• Our programming and production operations compete to obtain creative, performing and business talent, sports and

other programming, story properties, advertiser support and market share with other studio operators, television

networks, SVOD providers and other new sources of broadband delivered content.

• Our television networks and stations and DTC offerings compete for the sale of advertising time with other television

and SVOD services, as well as with newspapers, magazines, billboards and r adio stations. I n addition, we increasingly

face competition for advertising sales from internet and mobile delivered content, which offer advertising d elivery

technologies that are more targeted than can be achieved through traditional means.

• Our television networks compete for carriage o f their programming with other programming providers.

• Our theme parks and r esorts compete for guests with all other forms of entertainment, lodging, tourism and recreation

activities.

• Our content sales/licensing operations compete for customers with all other forms of entertainment.

• Our consumer products business competes with other licensors and creators of IP.

• Our DTC businesses compete for customers with an increasing number of competitors’ DTC offerings, all other forms

of media and all other forms of entertainment, as well as for technology, creative, performing and business talent and

for content.

Competition in each of these areas may further increase as a result of technological developments and changes in market

structure, including consolidation o f s uppliers of r esources and d istribution channels. Increased competition may increase the

cost of programming and other products and divert consumers from our creative or other products, or to other products or other

forms o f entertainment, which could r educe our revenue or increase our marketing costs.

Competition for the acquisition o f resources can further increase the cost of producing our products and services, deprive

us of talent necessary to produce h igh quality creative material or increase the cost of compensation for our employees. Such

competition may also reduce, or limit growth in, prices for our products and services, including advertising rates and

subscription fees at our media networks and DTC offerings, parks and resorts admissions and room rates and prices for

consumer products from which we derive license revenues.

Our results may be adversely affected if long-term programming or carriage contracts are not renewed on sufficiently

favorable terms.

We enter into long-term contracts for both the acquisition and the distribution of media programming and products,

including contracts for the acquisition of programming rights for sporting events and other programs, and contracts for the

distribution of our programming to content distributors. A s these contracts expire, we must renew or renegotiate the contracts,

and if w e are unable to renew them on acceptable terms, we may lose programming rights or distribution rights. As a result, our

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

Even if these contracts are renewed, the cost of obtaining certain programming rights has increased and may continue to

increase (or increase at faster rates than our historical experience) and programming distributors, facing pressures resulting from

increased subscription fees and alternative distribution challenges, have demanded and may continue to demand terms

(including pricing and the breadth of distribution) that reduce our revenue from distribution of programs (or increase revenue at

slower rates than our historical experience). Moreover, our ability to renew these contracts on favorable terms may be affected

by a number of factors, such as consolidation in the market for program distribution, the entrance of new participants in the

market for distribution of content o n d igital platforms and the impacts of COVID-19. With respect to the acquisition of

programming rights, particularly sports programming rights, the impact of these long-term contracts on our results over the

term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and rates

for programming, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that revenues

from programming based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the

programming.

Changes in regulations a pplicable to our businesses may impair the profitability of our businesses.

Our broadcast networks and television s tations are highly regulated, and each of our other businesses is subject to a

variety of U.S. and overseas regulations. Some o f these regulations include:

• U.S. FCC regulation of our television and radio networks, our national programming networks and our owned

television stations. See Item 1 — Business — Disney Media and Entertainment Distribution, Federal Regulation.

• Federal, state and foreign privacy and data protection laws and regulations.

• Regulation o f the safety and supply chain of consumer products and theme park operations, including potential

regulation regarding the sourcing, importation and the sale of goods.

• Environmental protection regulations.

• U.S. and international anti-corruption laws, sanction programs and trade restrictions, restrictions on the manner in

which content is currently licensed and distributed, ownership restrictions, currency exchange controls or film or

television content requirements, investment obligations or quotas.

• Domestic and international labor laws, tax laws or currency controls.

New laws and regulations, as well as changes in any of these current laws and regulations or regulator activities in any of

these areas, or others, may require us to spend additional amounts to comply w ith the regulations, o r may restrict our ability to

offer products and services in ways that are profitable, and create an increasingly unpredictable regulatory landscape. For

example, in 2019 India implemented regulation and tariffs impacting certain bundling o f channels; in 2022 the U.S. and other

countries implemented a series of sanctions against Russia in response to events in Russia and Ukraine; U.S. agencies have

enhanced trade restrictions and legislation is currently under consideration that would prohibit importation of goods from

certain regions; U.S. state governments have become more active in passing legislation targeted at specific sectors and

companies; and in many countries/regions around the world (including but not limited to the EU) regulators are requiring us to

broadcast on our linear (or display on our DTC streaming services) programming produced in specific countries as well as

invest specified amounts of our revenues in local content productions.

Public health and o ther regional, national, state and local regulations and policies are impacting our ability to operate our

businesses at all or in accordance with historic practice. In addition to the government requirements that have impacted most of

our businesses as a result of COVID-19, government requirements may continue to be extended and new government

requirements may be imposed to address COVID-19 or future health outbreaks o r p andemics.

Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions.

Our operations in non-U.S. jurisdictions are in many cases subject to the laws of the jurisdictions in which they operate

rather than, or in addition to, U.S. law. Our risks of operating internationally have increased following the completion of the

TFCF acquisition, which increased the importance of international operations to our future operations, growth and prospects.

Laws in some jurisdictions differ in significant respects from those in the U.S. These differences can affect our ability to react

to changes in our business, and our rights or ability to enforce rights may be different than would be expected under U.S. law.

Moreover, enforcement of laws in some international jurisdictions can be inconsistent and unpredictable, which can affect both

our ability to enforce our rights and to undertake activities that we believe are beneficial to our business. In addition, the

business and political climate in some jurisdictions may encourage corruption, which could reduce our ability to compete

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

businesses. As a result, our ability to generate revenue and our expenses in non-U.S. jurisdictions may differ from what would

be expected if U.S. law alone governed these operations.

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

U.S. and international regulators, investors and other stakeholders are increasingly focused on environmental, social, and

governance (ESG) matters. For example, new domestic and international laws and regulations relating to ESG matters,

including human capital, diversity, sustainability, climate change and cybersecurity, are under consideration or being adopted,

which may include specific, target-driven d isclosure requirements or obligations. Our response will require additional

investments and implementation of new practices and reporting processes, all entailing additional compliance risk. In addition,

we have announced a number of ESG initiatives and goals, which will require ongoing investment, and there is no assurance

that we will achieve any of these goals or that our initiatives will achieve their intended outcomes. Consumers’ perceptions of

our efforts to achieve these goals often differ widely and present risks to our reputation and brands. In addition, our ability to

implement some initiatives or achieve some goals is dependent on external factors. For example, our ability to meet certain

sustainability goals or initiatives may depend in part on third-party collaboration, mitigation innovations and/or the availability

of economically feasible solutions at scale.

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

Our reputation and globally recognizable brands are integral to the success of our businesses. Because our brands engage

consumers across our businesses, damage to our reputation or brands in one business may have an impact on our other

businesses. Because some of our brands are globally recognized, brand damage may not be locally contained. Maintenance of

the reputation of our Company and brands depends on many factors including the quality of our offerings, maintenance of trust

with our customers and our ability to successfully innovate. In addition, we may pursue brand or product integration combining

previously separate brands or products targeting different audiences under one brand or pursue other business initiatives

inconsistent with one or more of our brands, and there is no assurance that these initiatives will be accepted by our customers

and not adversely impact one or more of our brands. Significant negative claims or publicity regarding the Company or its

operations, products, management, employees, practices, business partners, business decisions, social responsibility and culture

may materially damage our brands or reputation, even if such claims are untrue. Damage to our reputation or brands could

impact our sales, business opportunities, profitability, r ecruiting and valuation of our securities.

Various risks may impact the success o f our DTC business.

We may not successfully execute on our DTC strategy. The success of our DTC strategy and profitability of our DTC

businesses w ill be impacted by the success of our efforts to reorganize DMED to advance our DTC strategies, drive subscriber

additions and retention based on the attractiveness of our content, manage churn in reaction to price increases, achieve the

desired financial impact of the Disney+ ad supported service, pricing model and price increases, our ability to execute on cost

realignment and the effects of our determinations with regard to distribution for our creative content across windows. The initial

costs of marketing campaigns are generally recognized in the DMED business/distribution platform of initial exploitation, and

allocation of programming and production costs is driven by distribution of the relevant content across windows. Accordingly,

our distribution determinations impact the costs of each business/distribution channel, including DTC. An increasing number of

competitors have entered DTC businesses. Consumers may not be willing to pay for an expanding set of DTC streaming

services at increasing prices, potentially exacerbated by an economic downturn. In addition, economic downturns negatively

impact the purchase of and price for advertising on our DTC streaming services. We face competition for creative talent and

may not be successful in recruiting and retaining talent, or may face increased costs to do so. Our content may not successfully

attract and retain subscribers in the quantities that we expect. Our content is subject to cost pressures and may cost more than

we expect. We may not successfully manage our costs to meet our profitability goals. Government regulation, including revised

foreign content and ownership regulations, may impact the implementation of our DTC business plans. The highly competitive

environment in which we operate puts pricing pressure on our DTC offerings and may require us to lower our prices or not take

price increases to attract or retain customers or experience higher churn rates. These and other risks may impact the profitability

and success o f our DTC businesses.

Potential credit ratings actions, increases in interest rates, or volatility in the U.S. and global financial markets could

impede access to, or increase the cost of, financing our operations and investments.

Our borrowing costs have been, and can be affected by short- and long-term debt ratings assigned by independent ratings

agencies that are based, in part, on the Company’s performance as measured by credit metrics such as leverage and interest

coverage ratios. 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. As of October 1, 2022 Moody’s Investors

Service’s long- and short-term debt ratings for the Company were A2 and P-1 (Stable), respectively, Standard and Poor’s long-

and short-term d ebt ratings for the Company were BBB+ and A-2 (Positive), respectively, and Fitch’s long- and short-term debt

ratings for the Company were A- and F2 (Stable), r espectively. These ratings actions have increased, and any potential future

downgrades could further increase, our cost of borrowing and/or make it more difficult for us to obtain financing on acceptable

terms.

In addition, increases in interest rates have increased our cost of borrowing and volatility in U.S. and global financial

markets could impact our access to, or further increase the cost of, financing. Past disruptions in the U.S. and global credit and

equity markets made it more difficult for many businesses to obtain financing on acceptable terms. These conditions tended to

increase the cost of borrowing and if they recur, our cost of borrowing could increase and it may be more difficult to obtain

financing for our operations or investments.

Labor disputes may disrupt our operations and adversely affect the profitability of any of our businesses.

A s ignificant number of employees in various parts of our businesses, including employees of our theme parks and

writers, directors, actors, and production personnel for our productions are covered by collective bargaining agreements. In

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

associations. Further, the employees of licensees who manufacture and retailers who sell our consumer products, and

employees of providers of programming content (such as sports leagues) may be covered b y labor agreements with their

employers. In general, a labor dispute involving our employees or the employees of our licensees or retailers who sell our

consumer products or providers of programming content may disrupt our operations and reduce our revenues. Resolution of

disputes or negotiation of rate increases may increase our costs.

The seasonality o f certain of o ur businesses and timing of certain of o ur product offerings could exacerbate negative

impacts o n our operations.

Each of our businesses is normally subject to seasonal variations and variations in connection with the timing of our

product offerings, including as follows:

• Revenues at DPEP fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal

nature of vacation travel and leisure activities and seasonal consumer purchasing behavior, which generally results in

increased revenues during the Company’s first and fourth fiscal quarters. Peak attendance and resort occupancy

generally occur during the summer months when school vacations occur and during early winter and spring holiday

periods. In addition, licensing revenues fluctuate with the timing and performance of our theatrical releases and cable

programming broadcasts, many of which have been delayed, canceled or modified.

• Revenues from television networks and stations are subject to seasonal advertising patterns and changes in viewership

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

months.

• Revenues from content sales/licensing fluctuate due to the timing of content releases across various distribution

markets. Release dates and methods are determined by a number of factors, including, among others, competition, the

timing of vacation and holiday periods and impacts of COVID-19 to various distribution markets.

• DTC revenues fluctuate based on changes in the number of subscribers and subscriber fee or revenue mix; viewership

levels on our digital platforms; and the demand for sports and film and television content. Each of these may depend

on the availability of content, which varies from time to time throughout the year based on, among other things, sports

seasons, content production schedules and league shut downs. Because our DTC business is relatively new, we have

limited data on which to base our understanding of DTC seasonality.

Accordingly, negative impacts on our business occurring during a time of typical high seasonal demand such as our park

closures due to COVID-19 restrictions or hurricane damage during the summer travel season or other high seasons, could have

a disproportionate effect on the results of that business for the year.

Costs o f employee health, welfare and pension benefits, including postretirement medical benefits for some employees

and retirees, may reduce o ur profitability.

With approximately 220,000 employees, our profitability is substantially affected by costs of our health, welfare and

pension benefits, including the costs of medical benefits for current employees and the costs of postretirement medical benefits

for some current employees and retirees. We may experience significant increases in these costs as a result of macroeconomic

factors, which are b eyond our control, including increases in the cost of health care. Impacts of COVID-19 or future health

outbreaks and pandemics may lead to an increase in the cost of medical insurance and expenses. In addition, changes in

investment returns and discount rates used to calculate pension and postretirement medical expense and related assets and

liabilities can be volatile and may have an unfavorable impact on our costs in some years. 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. There can be no

assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our

businesses.

ACQUISITION RISKS

Our consolidated indebtedness increased substantially following completion of the TFCF acquisition and further

increased a s a result o f t he impacts of COVID-19. This increased level of indebtedness could adversely affect us,

including by decreasing our business flexibility.

As a result of the TFCF acquisition in fiscal 2019, the Company’s net indebtedness increased substantially. The increased

indebtedness could have the effect of, among other things, reducing our financial flexibility and reducing our flexibility to

respond to changing business and economic conditions, such as those presented by COVID-19, among others. Increased levels

of indebtedness could also reduce funds available for investments, capital expenditures, share repurchases and dividends, and

other activities and may create competitive d isadvantages for us relative to other companies w ith lower d ebt levels. Our

leverage ratios have increased as the r esult of COVID-19’s impact on financial performance, which caused certain of the credit

ratings agencies to downgrade their assessment of our credit ratings, and are expected to remain elevated at least in the near

term. Our debt r atings may be further downgraded, which may negatively impact our cost of borrowings.

The TFCF acquisition and integration and Hulu put/call may result in additional costs and expenses.

We have incurred and may continue to incur significant costs, expenses and fees for professional services and other

transaction and financing costs in connection with the TFCF acquisition and integration and the Hulu put/call agreement with

NBCU. We may also incur accounting and other costs that were not anticipated at the time of the TFCF acquisition, including

costs for which we have established reserves o r which may lead to reserves in the future. Such costs, including the Company’s

obligations under the Hulu put/call agreement with NBCU, could negatively impact the Company’s free cash flow and result in

the Company incurring additional indebtedness.

GENERAL RISKS

The price of our common stock has been, and may continue to be, volatile.

The price of our common stock has experienced s ubstantial volatility and may continue to be volatile. Various factors

have impacted, and may continue to impact, the price of our common stock, including, among others, changes in management;

variations in our operating results; variations between our actual results and expectations of securities analysts; changes in our

estimates, guidance o r business p lans; changes in financial estimates and recommendations by securities analysts; the activities,

operating results or stock price of our competitors or other industry participants in the industries in which we operate; the

announcement or completion of s ignificant transactions by us or a competitor; events affecting the stock market generally; and

the economic and political conditions in the U.S. and internationally, as well as other factors described in this Item 1A. Some of

these factors may adversely impact the price of our common stock, regardless of our operating performance. Further, volatility

in the price of our common stock may negatively impact one or more of our businesses, including by increasing cash

compensation or stock awards for our employees who participate in our stock incentive programs or limiting our financing

options for acquisitions and other business expansion.

The Company’s amended and restated bylaws provide to the fullest extent permitted by law that the Court of Chancery

of the State of Delaware will be the exclusive forum for certain legal actions between the Company and its stockholders,

which could increase costs to bring a claim, discourage claims or limit the ability of the Company’s stockholders to

bring a claim in a j udicial forum viewed by the stockholders as more favorable for disputes with the Company or the

Company’s directors, officers or other employees.

The Company’s amended and restated bylaws provide to the fullest extent permitted by law that unless the Company

consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and

exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) any action or proceeding

asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or s tockholder of the Company to

the Company or the Company’s stockholders, (iii) any action or proceeding asserting a claim arising pursuant to, or seeking to

enforce any right, obligation or r emedy under, any provision of the General Corporation Law of the State of Delaware (the

“DGCL”), the Certificate of Incorporation or these Bylaws (as each may be amended from time to time), (iv) any action or

proceeding as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of

the State of Delaware, (v) or any action or proceeding asserting a claim governed by the internal affairs doctrine. The choice of

forum provision may increase costs to bring a claim, discourage claims or limit a stockholder’s ability to bring a claim in a

judicial forum that it finds favorable for disputes with the Company or the Company’s directors, officers or other employees,

which may discourage such lawsuits against the Company or the Company’s directors, officers and other employees.

Alternatively, if a court were to find the choice of forum provision contained in the Company’s amended and restated bylaws to

be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in

other jurisdictions. The exclusive forum provision in the Company’s amended and restated bylaws will not preclude or contract

the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws including the

Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations

promulgated thereunder.

ITEM 1B. Unresolved Staff Comments

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 2022 that remain unresolved.

ITEM 2. Properties

Our parks and resorts locations and other properties of the Company and its subsidiaries are described in Item 1 under the

caption Disney Parks, Experiences and Products. Film and television library properties and television stations owned by the

Company are described in Item 1 under the caption Disney Media and Entertainment Distribution.

The Company and its subsidiaries own and lease properties throughout the world. In addition to the properties noted

above, the table below provides a brief description of other significant properties and the related business segment.

Location

Property /

Approximate Size Use Business Segment

Burbank, CA & surrounding

cities

(1)

Land (201 acres) & Buildings

(4,695,000 ft

)

Owned Office/Production/

Warehouse (includes 240,000 ft

sublet to third-party tenants)

Corporate/DMED/DPEP

Burbank, CA & surrounding

cities

(1)

Buildings (1,821,000 ft

) Leased Office/Warehouse Corporate/DMED/DPEP

Los Angeles, CA Land (22 acres) & Buildings

(600,000 ft

)

Owned Office/Production/Technical

Warehouse

Corporate/DMED

Los Angeles, CA Buildings (3,051,000 ft

) Leased Office/Production/

Technical/Theater

Corporate/DMED/DPEP

New York, NY Buildings (51,000 ft

) Owned Office Corporate/DMED

New York, NY Land (2 acres) & Buildings

(2,186,000 ft

)

Leased Office/Production/Theater/

Warehouse (includes 679,000 ft

sublet to third-party tenants)

Corporate/DMED/DPEP

Bristol, CT Land (117 acres) & Buildings

(1,174,000 ft

)

Owned Office/Production/Technical DMED

Bristol, CT Buildings (512,000 ft

) Leased Office/Warehouse/Technical DMED

Emeryville, CA Land (20 acres) & Buildings

(430,000 ft

)

Owned Office/Production/Technical DMED

Emeryville, CA Buildings (80,000 ft

) Leased Office/Storage DMED

San Francisco, CA Buildings (638,000 ft

) Leased Office/Production/

Technical/Theater (includes 47,000

sublet to third-party tenants)

Corporate/DMED

USA & Canada Land and Buildings (Multiple

sites and sizes)

Owned and Leased Office/

Production/Transmitter/Theaters/

Warehouse

Corporate/DMED/DPEP

Europe, Asia, Australia &

Latin America

Buildings (Multiple sites and

sizes)

Leased Office/Warehouse/Retail/

Residential

DMED/DPEP

(1)

Surrounding cities include Glendale, CA, North Hollywood, CA and Sun Valley, CA

ITEM 3. Legal Proceedings

As disclosed in Note 1 4 to the Consolidated Financial Statements, the Company is engaged in certain legal matters, and

the disclosure set forth in Note 14 relating to certain legal matters is incorporated herein by reference.

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal

actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management

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

ITEM 4. Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers

The executive officers of the Company are elected each year at the organizational meeting of the Board of Directors,

which follows the annual meeting of the shareholders, and at other Board of Directors meetings, as appropriate. Each of the

executive officers has been employed b y the Company in the position or positions indicated in the list and pertinent notes

below.

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

fiscal year:

Name Age Title

Executive

Officer Since

Robert A. Iger 71 Chief Executive Officer

(1)

11/20/2022

Robert A. Chapek 63 Chief Executive Officer

(2)

2020 -

11/20/2022

Christine M. M cCarthy 67 Senior Executive V ice President and Chief Financial Officer

(3)

2005

Horacio E. Gutierrez 57 Senior Executive Vice President and General Counsel

(4)

2022

Paul J. Richardson 57 Senior Executive Vice President and Chief Human Resources Officer

(5)

2021

Kristina K. S chake 52 Senior Executive Vice President and Chief Communications Officer

(6)

2022

(1)

Mr. Iger was appointed Chief Executive O fficer effective November 20, 2022. He previously served as Executive

Chairman of the Company from February 2020 through December 2021 and as Chief Executive Officer of the

Company from September 2005 to February 2020.

(2)

Mr. Chapek was appointed Chief Executive Officer effective February 24, 2020 and served as Chief Executive Officer

until November 20, 2022. He served as Chairman of Disney Parks, Experiences and Products since the segment’s

creation in 2018, and prior to that was the Chairman of Walt Disney Parks and Resorts from 2015.

(3)

Ms. McCarthy was appointed Senior Executive Vice President and Chief Financial Officer effective June 30, 2015.

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

2000 to 2015.

(4)

Mr. Gutierrez was appointed Senior Executive Vice President and General Counsel effective February 1, 2022. Prior to

joining the Company, he served as Head of Global Affairs and Chief Legal Officer for Spotify Technology S.A.

(Spotify) from November 2019 to January 2022, where he led a global, multi-disciplinary team of business, corporate

communications and public affairs, government relations, licensing, operations and legal professionals responsible for

the company’s work in areas including industry relations, content partnerships, public policy, and trust & safety. He

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

2019.

(5)

Mr. Richardson was appointed Senior Executive Vice President and Chief Human Resources Officer effective July 1,

2021. He was previously Senior Vice President of Human Resources at ESPN from 2007.

(6)

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

2022. Previously, she served as Executive Vice President, Global Communications from April 2022. Prior to joining

the Company, she was appointed by the President of the United States as Counselor for Strategic Communications to

the Secretary o f the U.S. Department of Health and Human Services, leading a nationwide public education campaign

from March 2021 to December 2021. Prior to that, she served as Global Communications Director for Instagram, a

subsidiary of Meta Platforms, Inc., from March 2017 to March 2019, where she oversaw the communications teams in

North America, Latin America, Europe, and Asia.

PART II

ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “DIS”.

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

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

paid a d ividend w ith respect to fiscal 2022 operations.

As of October 1 , 2022, the approximate number of common shareholders of record was 793,000.

The following table provides information about Company purchases of equity securities that are registered by the

Company pursuant to Section 12 of the Exchange Act during the quarter ended October 1, 2022:

Period

Total Number

of Shares

Purchased

(1)

Weighted

Average Price

Paid per Share

Total Number

of Shares

Purchased

as Part of

Publicly

Announced

Plans or

Programs

Maximum

Number of

Shares that

May Yet Be

Purchased

Under the

Plans or

Programs

(2)

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

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

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

Total 75,841 108.48 — n/a

(1)

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

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

(2)

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

ITEM 6. [Reserved]

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CONSOLIDATED RESULTS

(in millions, except p er share data)

2022 2021

% Change

Better

(Worse)

Revenues:

Services

$ 74,200

$ 61,768 20 %

Products

8,522

5,650 51 %

Total revenues

82,722

67,418 23 %

Costs and expenses:

Cost of services (exclusive of depreciation and amortization)

(48,962)

(41,129) (19) %

Cost of products (exclusive of depreciation and amortization)

(5,439)

(4,002) (36) %

Selling, general, administrative and other

(16,388)

(13,517) (21) %

Depreciation and amortization

(5,163)

(5,111) (1) %

Total costs and expenses

(75,952)

(63,759) (19) %

Restructuring and impairment charges

(237)

(654) 64 %

Other income (expense), net

(667)

201 nm

Interest expense, net

(1,397)

(1,406) 1 %

Equity in the income of investees, net

816

761 7 %

Income from continuing operations before income taxes

5,285

2,561 >100 %

Income taxes from continuing operations

(1,732)

(25) >(100) %

Net income from continuing operations

3,553

2,536 40 %

Loss from discontinued operations, net of income tax benefit of $14 and $9,

respectively

(48)

(29) (66) %

Net income

3,505

2,507 40 %

Net income from continuing operations attributable to noncontrolling and

redeemable noncontrolling i nterests

(360)

(512) 30 %

Net income attributable to Disney

$ 3,145

$ 1,995 58 %

Earnings (loss) per share attributable to Disney:

Diluted

(1)

Continuing operations

$ 1.75 $ 1.11

58 %

Discontinued operations

(0.03) (0.02)

(50) %

$ 1.72 $ 1.09

58 %

Basic

(1)

Continuing operations

$ 1.75 $ 1.11

58 %

Discontinued operations

(0.03) (0.02)

(50) %

$ 1.73 $ 1.10

57 %

Weighted average number of common and common equivalent shares outstanding:

Diluted

1,827 1,828

Basic

1,822 1,816

(1)

Total may not equal the sum of the column due to rounding.

Organization of Information

Management’s D iscussion and Analysis provides a narrative on the Company’s financial performance and condition that

should be read in conjunction with the accompanying financial statements. It includes the following sections:

• Significant Developments

• Consolidated Results and Non-Segment Items

• Business S egment Results

• Corporate and Unallocated Shared Expenses

• Restructuring Activities

• Liquidity and Capital Resources

• Supplemental Guarantor F inancial Information

• Critical Accounting P olicies and Estimates

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

Discussions of fiscal 2020 results and comparisons of fiscal 2021 results to fiscal 2020 results can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report

on Form 10-K for the fiscal year ended October 2, 2021.

SIGNIFICANT DEVELOPMENTS

Leadership Change and Pending Restructuring

As previously announced, o n November 20, 2022, Robert A. Iger returned to the Company as Chief Executive Officer

(“CEO”) and a director. Mr. Iger p reviously spent more than four decades at the Company, including 15 years as CEO. In

announcing Mr. Iger’s appointment, the Company noted he has agreed to serve as CEO for two years, with a mandate from the

Company’s Board of Directors “to set the strategic direction for renewed growth and to work closely with the Board in

developing a successor to lead the Company at the completion of his term.” Mr. Iger succeeded Robert A. Chapek, who had

served as CEO since 2020.

As contemplated by the leadership change announcement, w e anticipate that within the coming months Mr. Iger will

initiate organizational and operating changes within the Company to address the Board’s goals. While the plans are in early

stages, changes in our structure and operations, including within DMED (and including possibly our distribution approach and

the businesses/distribution platforms selected for the initial distribution of content), can be expected. The restructuring and

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

COVID-19 Pandemic

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

measures to prevent its spread have impacted our segments in a number of ways, most significantly at DPEP where our theme

parks and r esorts were closed and cruise ship sailings and guided tours were suspended. In addition, at DMED we delayed, or in

some cases, shortened or cancelled theatrical releases and experienced disruptions in the production and availability of content.

Operations have resumed at various points since May 2020, with certain theme park and resort operations and film and

television productions resuming b y the end of fiscal 2020 and throughout fiscal 2021. Although operations resumed, many of

our businesses continue to experience impacts from COVID-19, such as incremental health and safety measures and related

increased expenses, capacity restrictions and closures (including at some of our international parks and in theaters in certain

markets), and disruption of content production activities.

The impact of COVID-19 related disruptions on our financial and operational results will be dictated by the currently

unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in

response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have

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

and talent.

Additionally, see Part I., Item 1A. Risk Factors - The adverse impact of COVID-19 on our businesses will continue for an

unknown length of time and may continue to impact certain of our key sources of revenue.

CONSOLIDATED RESULTS AND NON-SEGMENT ITEMS

Revenues for fiscal 2022 increased 23%, or $15.3 billion, to $82.7 billion; net income attributable to Disney increased

$1.2 billion, to income of $3.1 billion; and diluted earnings per share from continuing operations attributable to Disney

increased to income of $1.75 compared to income of $1.11 in the prior year. The EPS increase was due to higher segment

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

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

Revenues

Service revenues for fiscal 2022 increased 20%, or $12.4 billion, to $74.2 billion, due to increased revenues at our theme

parks and resorts, higher DTC subscription revenue and, to a lesser extent, higher theatrical distribution and advertising

revenue. These increases were partially offset by a reduction in revenue for amounts to early terminate certain license

agreements with a customer for film and television content, which was d elivered in previous years, in order for the Company to

use the content primarily on our DTC services (Content License Early Termination). The increase at theme parks and resorts

was due to higher volumes, which generally reflected the impact of operating with capacity restrictions in the prior year as a

result of COVID-19, and h igher average per capita ticket revenue. The increase in DTC subscription revenue was due to

subscriber growth and higher average rates.

Product revenues for fiscal 2022 increased 51%, or $2.9 billion, to $8.5 billion, due to higher sales volumes of

merchandise, food and beverage at our theme parks and resorts.

Costs a nd expenses

Cost of services for fiscal 2022 increased 19%, or $7.8 billion, to $49.0 billion, due to higher programming and

production costs, increased volumes at our theme parks and resorts and higher technical support costs at Direct-to-Consumer.

The increase in programming and production costs was due to higher costs at Direct-to-Consumer, increased sports

programming costs and an increase in production cost amortization due to theatrical revenue growth. These increases were

partially offset by lower programming and production costs as a result of international channel closures.

Cost of products for fiscal 2022 increased 36%, or $1.4 billion, to $5.4 billion, due to higher merchandise, food and

beverage sales at our theme parks and resorts.

Selling, general, administrative and other costs for fiscal 2022 increased 21%, or $2.9 billion, to $16.4 billion, primarily

due to higher marketing costs at our DTC and, to a lesser extent, theatrical distribution and parks and experiences businesses.

Restructuring and Impairment Charges

Restructuring and impairment charges in fiscal 2022 were $0.2 billion primarily due to the impairment of an intangible

and other assets related to our businesses in Russia. We may incur additional charges to exit these businesses, which are not

anticipated to be material.

Restructuring and impairment charges in fiscal 2021 were $0.7 billion due to $0.4 billion of asset impairments and

severance costs related to the shut-down of an animation studio and the closure of a substantial number of Disney-branded retail

stores in North A merica and Europe and $0.3 billion of severance and other costs in connection with the integration of TFCF

and workforce reductions at DPEP.

Other Income (expense), net

(in millions) 2022 2021

% Change

Better (Worse)

fuboTV g ain $—$ 186 (100) %

German FTA gain — 126 (100) %

DraftKings loss (663) (111) >(100) %

Other, net (4) —nm

Other income (expense), net $ (667) $ 201 nm

In fiscal 2022, the Company recognized a non-cash loss of $663 million from the adjustment of its investment in

DraftKings Inc. ( DraftKings) to fair value (DraftKings loss).

In fiscal 2021, the Company recognized a $186 million gain from the sale of our investment in fuboTV Inc. (fuboTV

gain), a $126 million g ain on the sale of our 50% interest in a German free-to-air (FTA) television network (German FTA gain)

and a $111 million DraftKings loss.

Interest Expense, n et

(in millions) 2022 2021

% Change

Better (Worse)

Interest expense $ (1,549) $ (1,546) — %

Interest income, investment income and other 152 140 9 %

Interest expense, net $ (1,397) $ (1,406) 1 %

Interest expense was comparable to the prior year as higher average interest rates were offset by lower average debt

balances.

The increase in interest income, investment income and other was due to a favorable comparison of pension and

postretirement benefit costs, other than service cost, which was a net benefit in the current year and an expense in the prior year.

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

Equity in the Income of Investees

Equity in the income of investees increased $55 million to $816 million in the current year due to higher income from

A+E Television Networks (A+E) and the comparison to investment impairments in the prior year.

Effective Income Tax Rate

2022 2021

Income from continuing operations before income taxes $ 5,285 $ 2,561

Income tax expense on continuing operations 1,732 25

Effective income tax rate - continuing operations 32.8% 1.0%

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

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

favorable adjustments related to prior years and excess tax benefits on employee share-based awards, partially offset by higher

effective tax rates on foreign earnings. Higher effective tax rates on foreign earnings in both the current and prior year reflected

the impact of foreign losses and, to a lesser extent, foreign tax credits for which we are unable to recognize a tax benefit.

Noncontrolling Interests

(in millions) 2022 2021

% Change

Better (Worse)

Net income from continuing operations attributable to

noncontrolling interests $ (360) $ (512) 30%

The decrease in net income from continuing operations attributable to noncontrolling interests was primarily due to higher

losses at Shanghai Disney Resort and higher losses at our DTC sports business, partially offset by higher results for ESPN.

Net income attributable to noncontrolling interests is determined on income after royalties and management fees,

financing costs and income taxes, as applicable.

Certain I tems Impacting Results in the Year

Results for fiscal 2022 were impacted by the following:

• TFCF and Hulu acquisition amortization o f $2,353 million

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

• Other expense o f $667 million due to the DraftKings loss of $663 million

• Restructuring and impairment charges of $237 million

Results for fiscal 2021 were impacted by the following:

• TFCF and Hulu acquisition amortization o f $2,418 million

• Restructuring and impairment charges of $654 million

• Other income of $201 million due to the fuboTV gain of $186 million and the German FTA g ain of $126 million,

partially offset by the DraftKings loss of $111 million

A s ummary o f the impact of these items on EPS is as follows:

(in millions, except p er share data)

Pre-Tax

Income (Loss)

Tax Benefit

(Expense)

(1)

After-Tax

Income (Loss)

EPS F avorable

(Adverse)

(2)

Year Ended October 1, 2022:

TFCF and Hulu acquisition amortization

(3)

$ (2,353) $ 549 $ (1,804) $ (0.97)

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

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

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

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

Year Ended October 2, 2021:

TFCF and Hulu acquisition amortization

(3)

$ (2,418) $ 562 $ (1,856) $ (1.00)

Restructuring and impairment charges (654) 152 (502) (0.27)

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

Total $ (2,871) $ 668 $ (2,203) $ (1.18)

(1)

Tax benefit ( expense) is determined using the tax rate applicable to the individual item.

(2)

EPS is net of noncontrolling interest, where applicable. Total may not equal the sum of the column due to rounding.

(3)

Includes amortization of intangibles related to TFCF equity investees.

BUSINESS SEGMENT RESULTS

Below is a discussion of the major revenue and expense categories for our business segments. Costs and expenses for each

segment consist of operating expenses, selling, general, administrative and other costs, and depreciation and amortization.

Selling, general, administrative and other costs include third-party and internal marketing expenses.

DMED primarily generates revenue across three significant lines of business/distribution platforms: Linear Networks,

Direct-to-Consumer and Content Sales/Licensing. Programming and production costs to support these businesses/distribution

platforms are largely incurred across four content creation groups: Studios, General Entertainment, Sports and International.

Programming and production costs include amortization of licensed programming rights ( including sports r ights), amortization

of capitalized production costs, subscriber-based fees for programming our Hulu services, production costs related to live

programming such as news and sports and amortization o f p articipations and residual obligations. These costs are generally

allocated across the DMED businesses based on the estimated relative value of the distribution windows. The initial costs of

marketing campaigns are generally recognized in the DMED business/distribution platform of initial exploitation. We have

taken an intentionally flexible approach to distribution. As we refine and adjust our plans, our decisions may impact the results

of operations of the businesses within DMED, including cost allocation, revenue timing, viewership timing and patterns, the

total mix of content on a business/distribution platform or other aspects relevant to the performance of each business/

distribution platform. For example, a shift in the timing or p lanned business/platform of distribution impacts the timing and

allocation of programming, production and marketing costs.

The Linear Networks business generates revenue from affiliate fees and advertising sales and from fees from sub-

licensing of sports programming to third parties. Operating expenses include programming and production costs, technology

support costs, operating labor and distribution costs.

The Direct-to-Consumer business generates revenue from subscription fees, advertising sales and pay-per-view and

Premier Access fees. Operating expenses include programming and production costs, technology support costs, operating labor

and distribution costs. Operating expenses also include fees paid to Linear Networks for the right to air the linear network feeds

and other services.

The Content Sales/Licensing business generates revenue from the sale of film and episodic television content in the TV/

SVOD and home entertainment markets, distribution o f f ilms in the theatrical market, licensing of our music rights, sales of

tickets to stage play performances and licensing of our IP for use in stage p lays. Operating expenses include programming and

production costs, d istribution expenses and costs of sales.

DPEP primarily generates revenue from the sale of admissions to theme parks, the sale of food, beverage and merchandise

at our theme parks and resorts, charges for room nights at hotels, sales of cruise vacations, sales and rentals of vacation club

properties, royalties from licensing our IP for use on consumer goods and the sale of branded merchandise. Revenues are also

generated from sponsorships and co-branding opportunities, real estate rent and sales, and royalties from Tokyo Disney Resort.

Significant expenses include operating labor, costs of goods sold, infrastructure costs, depreciation and other operating

expenses. Infrastructure costs include technology support costs, repairs and maintenance, utilities and fuel, property taxes, retail

occupancy costs, insurance and transportation. Other operating expenses include costs for such items as supplies, commissions

and entertainment offerings.

The Company evaluates the performance of its operating segments based on segment operating income, and management

uses total segment operating income as a measure of the overall performance of the operating businesses separate from non-

operating factors. Total segment operating income is not a financial measure defined by GAAP, should be reviewed in

conjunction with the relevant GAAP financial measure and may not be comparable to similarly titled measures reported by

other companies. The Company believes that information about total segment operating income assists investors by allowing

them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational

factors that affect net income, thus providing separate insight into both operations and other factors that affect reported results.

The following table reconciles revenues to segment revenues:

(in millions) 2022 2021

% Change

Better (Worse)

Revenues

$ 82,722 $ 67,418

23 %

Content License Early Termination

1,023

—nm

Total segment revenues $ 83,745 $ 67,418

24 %

The following table reconciles income from continuing operations before income taxes to total segment operating income:

(in millions) 2022 2021

% Change

Better (Worse)

Income from continuing operations before income taxes

$ 5,285 $ 2,561 >100 %

Add (subtract):

Content License Early Termination 1,023 —nm

Corporate and unallocated shared expenses 1,159 928 (25) %

Restructuring and impairment charges 237 654 64 %

Other income (expense), net 667 (201) nm

Interest expense, net 1,397 1,406 1 %

TFCF and Hulu acquisition amortization 2,353 2,418 3 %

Total segment operating income $ 12,121 $ 7,766 56 %

The following is a summary of segment revenue and operating income:

(in millions) 2022 2021

% Change

Better (Worse)

Segment Revenues:

Disney Media and Entertainment Distribution $ 55,040 $ 50,866 8 %

Disney Parks, Experiences and P roducts 28,705 16,552 73 %

Total segment revenues $ 83,745 $ 67,418 24 %

Segment operating income:

Disney Media and Entertainment Distribution $ 4,216 $ 7,295 (42) %

Disney Parks, Experiences and P roducts 7,905 471 >100 %

Total segment operating income

$ 12,121 $ 7,766 56 %

Disney Media and Entertainment Distribution

Revenue and operating results for DMED are as follows:

(in millions) 2022 2021

% Change

Better (Worse)

Revenues:

Linear Networks

$ 28,346

$ 28,093

Direct-to-Consumer

19,558

16,319

20 %

Content Sales/Licensing and Other

8,146

7,346

11 %

Elimination of Intrasegment Revenue

(1)

(1,010)

(892)

(13) %

$ 55,040 $ 50,866 8 %

Segment operating income (loss):

Linear Networks

$ 8,518

$ 8,407

Direct-to-Consumer

(4,015)

(1,679)

>(100) %

Content Sales/Licensing and Other (287)

567

$ 4,216 $ 7,295 (42) %

(1)

Reflects fees received by the Linear Networks from other DMED businesses for the right to air our Linear Networks

and related services.

Linear Networks

Operating results for Linear Networks are as follows:

(in millions) 2022 2021

% Change

Better (Worse)

Revenues

Affiliate fees $ 18,535 $ 18,652 (1) %

Advertising 9,128 8,853 3 %

Other 683 588 16 %

Total revenues 28,346 28,093 1 %

Operating expenses (16,902) (16,808) (1) %

Selling, general, administrative and other (3,619) (3,491) (4) %

Depreciation and amortization (145) (168) 14 %

Equity in the income of investees 838 781 7 %

Operating Income $ 8,518 $ 8,407 1 %

Revenues

Affiliate revenue is as follows:

% Change

Better (Worse)(in millions) 2022 2021

Domestic Channels $ 15,694 $ 15,244 3 %

International Channels 2,841 3,408 (17) %

$ 18,535 $ 18,652 (1) %

The increase in affiliate revenue at the Domestic Channels was due to an increase of 6% from higher contractual rates,

partially offset by a decrease of 4% from fewer subscribers.

The decrease in affiliate revenue at the International Channels was due to decreases of 13% from fewer subscribers driven

by channel closures, and 6 % from an unfavorable foreign exchange impact. These decreases were partially offset by an increase

of 2% from higher contractual rates.

Advertising revenue is as follows:

% Change

Better (Worse)(in millions) 2022 2021

Cable $ 3,880 $ 3,681 5 %

Broadcasting 3,141 3,239 (3) %

Domestic Channels 7,021 6,920 1 %

International Channels 2,107 1,933 9 %

$ 9,128 $ 8,853 3 %

The increase in Cable advertising revenue was due to increases of 3% from higher impressions and 2% from higher rates.

The increase in impressions reflected higher average viewership, partially offset by fewer units delivered.

The decrease in Broadcasting advertising revenue was due to a decrease of 12% from fewer impressions at ABC,

reflecting lower average viewership, p artially offset by an increase of 10% from higher rates at ABC.

The increase in International Channels advertising revenue was due to increases of 8% from higher impressions and 7%

from higher rates, p artially offset by 7% from an unfavorable foreign exchange impact. The increase in impressions reflected

higher average viewership, partially offset by the impact of channel closures. The increase in average viewership benefited from

airing more cricket matches in the current year. The current year included the International Cricket Council (ICC) T20 World

Cup, more Board of Control for Cricket in India (BCCI) matches and the Asia Cricket Council (ACC) Asia Cup, partially offset

by fewer Indian Premier League (IPL) matches in the current year compared to the prior year. The ICC T20 World Cup

generally occurs every two years and was not held in the prior year due to COVID-19. The ACC Asia Cup was rescheduled

from 2020 to the current year as a result of COVID-19. The increase in BCCI cricket matches aired in the current year was

driven by COVID-19-related cancellations of certain BCCI matches in the prior year.

Other revenue increased $95 million, to $683 million from $588 million, due to sub-licensing fees from ICC T20 World

Cup matches and higher sub-licensing fees from BCCI cricket matches in the current year compared to the prior year.

Costs and Expenses

Operating expenses are as follows:

% Change

Better (Worse)(in millions) 2022 2021

Programming and production costs

Cable $ (9,415) $ (9,353) (1) %

Broadcasting (2,773) (2,767) — %

Domestic Channels (12,188) (12,120) (1) %

International Channels (3,148) (3,139) — %

(15,336) (15,259) (1) %

Other operating expenses (1,566) (1,549) (1) %

$ (16,902) $ (16,808) (1) %

The increase in programming and production costs at Cable was due to higher sports programming costs, largely offset by

lower non-sports programming costs. The increase in sports programming costs was due to higher rights costs for NFL and

College Football Playoffs (CFP) and an increase in sports production costs reflecting the return of ESPN-hosted events, which

were canceled in the prior year due to COVID-19, partially offset by lower rights costs for MLB and NBA programming.

Higher NFL programming costs were due to airing four additional regular season games in the current year compared to the

prior year and contractual rate increases. The increase in CFP rights costs was due to higher contractual rates. Lower MLB

programming costs were due to airing 29 games of the 2022 regular season under our new contract and one 2021 season playoff

game in the current year compared to 92 games of the 2021 regular season in the prior year. The decrease in NBA programming

costs w as due to the comparison to airing four games of the 2020 NBA Finals in the first quarter of fiscal 2021 due to

COVID-19, partially offset by contractual rate increases. Fiscal 2021 also included the 2021 NBA Finals and fiscal 2022

included the 2022 NBA finals. Lower non-sports programming costs were due to a lower cost mix of programming at FX

Channels.

Programming and production costs at Broadcasting were comparable to the prior year as higher costs for non-primetime

programming were largely offset by lower costs for primetime programming. Increased costs for non-primetime programming

were primarily due to higher costs for news programming and higher average costs and more hours of sports programming,

while decreased costs for primetime programming were due to lower average costs for reality and scripted programming.

Programming and production costs at the International Channels were comparable to the prior year as an increase in sports

programming costs, reflecting more cricket matches in the current year and higher average costs per match for BCCI and I PL

cricket matches, was largely offset by the impact of channel closures and a favorable foreign exchange impact.

Selling, general administrative and other costs increased $128 million, to $3,619 million from $3,491 million, driven by

higher labor-related costs.

Depreciation and amortization decreased $23 million, to $145 million from $168 million, driven by fully depreciated

assets.

Equity in the Income of Investees

Income from equity investees increased $57 million, to $838 million from $781 million, due to higher income from A+E

and the comparison to impairments in the prior year. The increase at A+E resulted from lower programming costs and higher

program sales, p artially offset by decreases in affiliate and advertising revenue and higher marketing costs.

Operating Income from Linear Networks

Operating income increased 1%, to $8,518 million from $8,407 million due to increases at Broadcasting and Cable and

higher income from our equity investees, partially offset by a decrease at the International Channels.

The following table provides supplemental revenue and operating income detail for Linear Networks:

% Change

Better (Worse)(in millions) 2022 2021

Supplemental revenue detail

Domestic Channels $ 22,957 $ 22,463 2 %

International Channels 5,389 5,630 (4) %

$ 28,346 $ 28,093 1 %

Supplemental operating income detail

Domestic Channels $ 6,785 $ 6,594 3 %

International Channels 895 1,032 (13) %

Equity in the income of investees 838 781 7 %

$ 8,518 $ 8,407 1 %

Direct-to-Consumer

Operating results for Direct-to-Consumer are as follows:

% Change

Better (Worse)(in millions) 2022 2021

Revenues

Subscription fees $ 15,291 $ 12,020 27 %

Advertising 3,733 3,366 11 %

TV/SVOD distribution and other 534 933 (43) %

Total revenues

19,558 16,319 20 %

Operating expenses

(17,440) (13,234) (32) %

Selling, general, administrative and other

(5,760) (4,435) (30) %

Depreciation and amortization

(373) (329) (13) %

Operating Loss

$ (4,015) $ (1,679) >(100) %

Revenues

The increase in subscription fees reflected increases of 20% from higher subscribers, due to growth at Disney+, Hulu and

ESPN+, and 9% from higher average rates due to increases in retail pricing at Disney+ and Hulu, partially offset by a decrease

of 2% from an unfavorable foreign exchange impact.

Advertising revenue growth reflected increases of 7% from higher rates due to an increase at Hulu, and to a lesser extent,

at Disney+, and 4% from higher impressions due to increases at Disney+, ESPN+ and Hulu. The increase in impressions at

Disney+ was primarily due to airing the ICC T20 World Cup and ACC Asia Cup in the current year, neither of which were

aired in the prior year.

The decrease in TV/SVOD distribution and other revenue was due to the absence of Disney+ Premier Access revenues in

the current year compared to revenues for Black Widow, Raya and the Last Dragon, Jungle Cruise and Cruella in the prior

year. To a lesser extent, the decrease also reflected lower UFC pay-per-view fees due to lower average buys per event.

The following table presents additional information about our Disney+, ESPN+ and Hulu product offerings

(1)

Paid subscribers

(2)

as of:

(in millions)

October 1,

2022

October 2,

2021

% Change

Better (Worse)

Disney+

Domestic (U.S. and Canada) 46.4 38.8 20 %

International (excluding Disney+ Hotstar)

(3)

56.5 36.0 57 %

Disney+ Core

(4)

102.9 74.8 38 %

Disney+ Hotstar 61.3 43.3 42 %

Total Disney+

(4)

164.2 118.1 39 %

ESPN+ 24.3 17.1 42 %

Hulu

SVOD Only 42.8 39.7 8 %

Live TV + SVOD 4.4 4.0 10 %

Total Hulu

(4)

47.2 43.8 8 %

Average Monthly Revenue Per Paid Subscriber

(5)

for the fiscal year ended:

2022 2021

% Change

Better (Worse)

Disney+

Domestic (U.S. and Canada) $ 6.34 $ 6.33 — %

International (excluding Disney+ Hotstar)

(3)

6.10 5.31 15 %

Disney+ Core 6.22 5.87 6 %

Disney+ Hotstar 0.88 0.68 29 %

Global Disney+ 4.24 4.08 4 %

ESPN+ 4.80 4.57 5 %

Hulu

SVOD Only 12.72 12.86 (1) %

Live TV + SVOD 87.62 81.35 8 %

(1)

In the U.S., Disney+, ESPN+ and Hulu SVOD Only are each offered as a standalone service or as a package that

includes all three services (the SVOD Bundle). Effective December 21, 2021, Hulu Live TV + SVOD includes

Disney+ and ESPN+ (the new Hulu Live TV + SVOD offering), whereas previously, Hulu Live TV + SVOD was

offered as a standalone service or with Disney+ and ESPN+ as optional additions (the old Hulu Live TV + SVOD

offering). Effective March 15, 2022, Hulu SVOD Only is also offered with Disney+ as an optional add-on. Disney+ is

available in more than 150 countries and territories outside the U.S. and Canada. In India and certain other Southeast

Asian countries, the service is branded Disney+ Hotstar. In certain Latin American countries, we offer Disney+ as well

as Star+, a g eneral entertainment SVOD service, which is available on a standalone basis or together with Disney+

(Combo+). Depending on the market, our services can be purchased on our websites, through third-party platforms/

apps or via wholesale arrangements.

(2)

Reflects subscribers for which we recognized subscription r evenue. S ubscribers cease to be a paid subscriber as of

their effective cancellation date or as a result of a failed payment method. Subscribers to the SVOD Bundle are

counted as a paid subscriber for each service included in the SVOD Bundle and subscribers to the Hulu Live TV +

SVOD offerings are counted as one paid subscriber for each of the Hulu Live TV + SVOD, Disney+ and ESPN+

offerings. A Hulu SVOD Only subscriber that adds Disney+ is counted as one paid subscriber for each of the Hulu

SVOD Only and Disney+ offerings. In Latin America, if a subscriber has either the standalone Disney+ or Star+

service or subscribes to Combo+, the subscriber is counted as one Disney+ paid subscriber. Subscribers include those

who receive a service through wholesale arrangements including those for which we receive a fee for the distribution

of the service to each subscriber of an existing content distribution tier. When we aggregate the total number of paid

subscribers across our DTC streaming services, we refer to them as paid subscriptions.

(3)

Includes the Disney+ service outside the U.S. and Canada and the Star+ service in Latin America.

(4)

Total may not equal the sum of the column due to rounding.

(5)

Average monthly revenue per paid subscriber is calculated based on the average of the monthly average paid

subscribers for each month in the period. The monthly average paid subscribers is calculated as the sum of the

beginning of the month and end of the month paid subscriber count, divided by two. Disney+ average monthly revenue

per paid subscriber is calculated using a daily average of paid subscribers for the period. Revenue includes

subscription fees, advertising (excluding revenue earned from selling advertising spots to other Company businesses)

and premium and feature add-on revenue but excludes Premier Access and Pay-Per-View revenue. The average

revenue per paid subscriber is net o f d iscounts on offerings that carry more than one service. Revenue is allocated to

each service based o n the relative retail price of each service on a standalone basis. Revenue for the new Hulu Live TV

+ SVOD offering is allocated to the SVOD services based on the wholesale price of the SVOD Bundle. In general,

wholesale arrangements have a lower average monthly revenue per paid subscriber than subscribers that we acquire

directly or through third-party p latforms.

The average monthly revenue per paid subscriber for domestic Disney+ was comparable to the prior year, as an increase

in retail pricing and a lower mix of wholesale subscribers was essentially offset by a higher mix of subscribers to multi-product

offerings.

The average monthly revenue per paid subscriber for international Disney+ (excluding Disney+ Hotstar) increased from

$5.31 to $6.10 due to increases in retail pricing, partially offset by an unfavorable foreign exchange impact.

The average monthly revenue per paid subscriber for Disney+ Hotstar increased from $0.68 to $0.88 driven by higher per-

subscriber advertising revenue and increases in retail pricing, partially offset by a higher mix of wholesale subscribers.

The average monthly revenue per paid subscriber for ESPN+ increased from $4.57 to $4.80 primarily due to an increase

in retail pricing, a lower mix of annual subscribers and higher per-subscriber advertising revenue, partially offset by a higher

mix of subscribers to multi-product offerings.

The average monthly revenue per paid subscriber for the Hulu SVOD Only service decreased from $12.86 to $12.72

driven by lower per-subscriber advertising r evenue, a higher mix of subscribers to multi-product offerings and, to a lesser

extent, to promotional offerings, partially offset by an increase in retail pricing.

The average monthly revenue per paid subscriber for the Hulu Live TV + SVOD service increased from $81.35 to $87.62

driven by an increase in retail pricing and higher per-subscriber advertising revenue, p artially offset by a higher mix of

subscribers to multi-product offerings.

Costs and Expenses

Operating expenses are as follows:

(in millions) 2022 2021

% Change

Better (Worse)

Programming and production costs

Disney+ $ (5,027) $ (2,915) (72) %

Hulu (7,564) (6,680) (13) %

ESPN+ and other (1,564) (1,121) (40) %

Total programming and production costs (14,155) (10,716) (32) %

Other operating expense (3,285) (2,518) (30) %

$ (17,440) $ (13,234) (32) %

The increase in programming and production costs at Disney+ was due to more content provided on the service and, to a

lesser extent, higher average cost programming, which reflected an increased mix of original content.

The increase in programming and production costs at Hulu was due to more content provided on the service and higher

subscriber-based fees for programming the Live TV service, which reflected rate increases and an increase in the number of

subscribers.

The increase in programming and production costs at ESPN+ and other was due to new NHL programming and higher

rights costs for soccer and golf programming.

Other operating expenses increased due to higher technology and distribution costs at Disney+ reflecting growth in

existing markets and, to a lesser extent, expansion to new markets.

Selling, general, administrative and other costs increased $1,325 million, to $5,760 million from $4,435 million, due to

higher marketing costs at Disney+ and Hulu.

Depreciation and amortization increased $44 million, to $373 million from $329 million, primarily due to increased

investment in technology assets at Disney+.

Operating Loss from Direct-to-Consumer

Operating loss from Direct-to-Consumer increased $2,336 million, to $4,015 million from $1,679 million due to a higher

loss at Disney+ and, to a lesser extent, lower operating income at Hulu and a higher loss at ESPN+.

Content Sales/Licensing and Other

Operating results for Content S ales/Licensing and Other are as follows:

% Change

Better (Worse)(in millions) 2022 2021

Revenues

TV/SVOD distribution $ 3,781 $ 4,206 (10) %

Theatrical distribution 1,875 920 >100 %

Home entertainment 820 1,014 (19) %

Other 1,670 1,206 38 %

Total revenues 8,146 7,346 11 %

Operating expenses (5,499) (4,536) (21) %

Selling, general, administrative and other (2,638) (1,963) (34) %

Depreciation and amortization (296) (294) (1) %

Equity in the income of investees — 14 — %

Operating Income (Loss) $ (287) $ 567 nm

Revenues

The decrease in TV/SVOD distribution revenue reflected lower sales volumes, which included the impact from the shift

from licensing our content to third parties to distributing it on our DTC streaming services.

The increase in theatrical distribution revenue was due to more titles released in the current year compared to the prior year

and revenue in the current year from the co-production of Marvel’s Spider-Man: No Way Home. Although COVID-19

continues to impact our theatrical distribution business in certain markets, the impact in fiscal 2021 was more significant due to

theater closures and capacity restrictions in many territories in which we operate. Titles released in the current year included

Doctor S trange In The Multiverse of Madness, Thor: Love and Thunder, Eternals, Encanto and Lightyear. Titles released in the

prior year included Shang-Chi & The Legend of The Ten Rings, Black Widow and Free Guy.

The decrease in home entertainment revenue was due to lower unit sales despite the benefit of more new release titles in

the current year. Net effective pricing was comparable to the prior year as lower unit pricing was offset by a higher mix of new

release titles, w hich have a h igher sales price than catalog titles.

The increase in other revenue was due to more stage play performances in the current year as productions were generally

shut down in the prior year due to COVID-19.

Operating expenses are as follows:

% Change

Better (Worse)(in millions) 2022 2021

Programming and production costs $ (4,215) $ (3,611) (17) %

Distribution costs and cost of goods sold (1,284) (925) (39) %

$ (5,499) $ (4,536) (21) %

The increase in programming and production costs was due to higher production cost amortization, driven by more

theatrical releases, and, to a lesser extent, higher film cost impairments.

Higher cost of goods sold and d istribution costs were due to the increased number of stage play performances in the

current year.

Selling, general, administrative and other costs increased $675 million, to $2,638 million from $1,963 million, due to

higher theatrical marketing costs as more titles were released in the current year compared to the prior year.

Operating Income from Content Sales/Licensing and Other

Operating income from Content Sales/Licensing and Other decreased $854 million, to a loss of $287 million from income

of $567 million, primarily due to lower TV/SVOD distribution results, higher film cost impairments and decreases in home

entertainment and theatrical distribution results, p artially offset by higher stage play r esults.

Items Excluded from Segment O perating Income Related to Disney Media and Entertainment Distribution

The following table presents supplemental information for items related to DMED that are excluded from segment

operating income:

(in millions) 2022 2021

% Change

Better (Worse)

TFCF and Hulu acquisition amortization

(1)

$ (2,345) $ (2,410) 3 %

Content License Early Termination (1,023) —nm

Restructuring and impairment charges

(2)

(229) (315) 27 %

German FTA gain — 126 (100) %

(1)

In the current year, amortization of step-up on film and television costs was $634 million and amortization of

intangible assets was $1,699 million. In the prior year, amortization of step-up on film and television costs was $646

million and amortization o f intangible assets was $1,749 million.

(2)

The current year includes impairments of assets related to our Russian businesses. The prior year includes impairments

and severance costs r elated to the closure of an animation studio and severance costs and contract termination charges

in connection with the integration of TFCF.

Disney Parks, Experiences and Products

Operating results for DPEP are as follows:

% Change

Better (Worse)(in millions) 2022 2021

Revenues

Theme park admissions $ 8,602 $ 3,848 >100 %

Parks & Experiences merchandise, food and beverage 6,579 3,299 99 %

Resorts and vacations 6,410 2,701 >100 %

Merchandise licensing and r etail 5,229 5,241 — %

Parks licensing and other 1,885 1,463 29 %

Total revenues 28,705 16,552 73 %

Operating expenses (14,936) (10,799) (38) %

Selling, general, administrative and other (3,403) (2,886) (18) %

Depreciation and amortization (2,451) (2,377) (3) %

Equity in the loss o f investees (10) (19) 47 %

Operating Income $ 7,905 $ 471 >100 %

COVID-19

Revenues at DPEP benefited from fewer closures and operating capacity restrictions in fiscal 2022 compared to fiscal

2021 as a result of COVID-19. The following table summarizes the approximate number of weeks of operations in the current

and prior year:

Weeks o f Operation

2022 2021

Walt Disney World Resort 52 52

Disneyland Resort 52 22

Disneyland Paris 52 19

Hong Kong Disneyland Resort 37 40

Shanghai Disney Resort 37 52

Revenues

The increase in theme park admissions revenue was due to attendance growth and higher average per capita ticket

revenue. Higher attendance reflected increases at D isneyland Resort, Walt Disney World Resort and, to a lesser extent,

Disneyland Paris, partially offset by a decrease at Shanghai Disney Resort. Growth in average per capita ticket revenue was due

to the introduction of Genie+ and Lightning Lane at our domestic parks in the first quarter of the current fiscal year and higher

average ticket prices at Walt Disney World Resort and Disneyland Paris, partially offset by lower average ticket prices at

Disneyland Resort and Shanghai Disney Resort.

Parks & Experiences merchandise, food and beverage revenue growth was due to increases of 82% from higher volumes

and 9 % from higher average guest spending.

Growth in resorts and vacations revenue was primarily due to increases of 51% from higher occupied hotel room nights,

32% from an increase in passenger cruise days and 17% from higher average daily hotel room rates.

Merchandise licensing and retail revenue was comparable to the prior year, as a decrease of 7% from retail was offset by

an increase of 7 % from merchandise licensing. The decrease in retail revenues was due to the closure of a substantial number of

Disney-branded retail stores in North America and Europe in the second half of fiscal 2021. The revenue growth at merchandise

licensing was primarily due to higher sales of merchandise based on Mickey and Friends, Star Wars, Encanto, Spider-Man and

Disney Princesses, partially offset by a decrease in revenues from merchandise based on Frozen.

The increase in parks licensing and other revenue was primarily due to higher sponsorship revenues and an increase in

royalties from Tokyo Disney Resort.

The following table presents supplemental park and hotel statistics:

Domestic International

(1)

Total

2022 2021 2022 2021 2022 2021

Parks

Increase (decrease)

Attendance

(2)

nm (17)% 54 % (4)% 87 % (14)%

Per Capita Guest

Spending

(3)

13 % 17 % 21 % (3)% 18 % 11 %

Hotels

Occupancy

(4)

82 % 42 % 56 % 21 % 76 % 37 %

Available Room Nights (in

thousands)

(5)

10,073 10,451 3,179 3,179 13,252 13,630

Increase (decrease)

Per Room Guest

Spending

(6)

19 % 1% —% 22 % 16 % 4%

(1)

Per capita guest spending growth rate and per room guest spending growth rate exclude the impact of changes in

foreign currency exchange rates.

(2)

Attendance is used to analyze volume trends at our theme parks and is based on the number of unique daily entries, i.e.

a person visiting multiple theme parks in a single d ay is counted only once. Our attendance count includes

complimentary entries but excludes entries by children under the age of three.

(3)

Per capita guest spending is used to analyze guest spending trends and is defined as total revenue from ticket sales and

sales of food, beverage and merchandise in our theme parks, divided by total theme park attendance.

(4)

Occupancy is u sed to analyze the usage of available capacity at hotels and is defined as the number of room nights

occupied by guests as a percentage of available hotel room nights.

(5)

Available hotel room nights are defined as the total number of room nights that are available at our hotels and at DVC

properties located at our theme parks and resorts that are not utilized by DVC members. Available hotel room nights

include rooms temporarily taken out of service.

(6)

Per room guest spending is used to analyze guest spending at our hotels and is defined as total revenue from room

rentals and sales of food, beverage and merchandise at our hotels, divided by total occupied hotel room nights.

Costs and Expenses

Operating expenses are as follows:

(in millions) 2022 2021

% Change

Better (Worse)

Operating labor $ (6,577) $ (4,711) (40) %

Infrastructure costs (2,766) (2,308) (20) %

Cost of goods sold and distribution costs (2,938) (2,086) (41) %

Other operating expenses (2,655) (1,694) (57) %

$ (14,936) $ (10,799) (38) %

The increases in operating labor, cost of goods sold and distribution costs and other operating expenses were due to higher

volumes, while the increase in infrastructure costs was due to higher volumes and increased technology spending.

Selling, general, administrative and other costs increased $517 million from $2,886 million to $3,403 million due to

higher marketing s pend and inflation.

Depreciation and amortization increased $74 million from $2,377 million to $2,451 million, primarily due to new

attractions at our domestic parks and resorts.

Segment Operating Income

Segment operating income increased $7,434 million, to $7,905 million due to growth at our domestic parks and

experiences and, to a lesser extent, at our international parks and resorts and consumer products business.

The following table presents supplemental revenue and operating income detail for the Parks, Experiences and Products

segment:

% Change

Better (Worse)(in millions) 2022 2021

Supplemental revenue detail

Parks & Experiences

Domestic $ 20,131 $ 9,353 >100 %

International 3,297 1,859 77 %

Consumer Products 5,277 5,340 (1) %

$ 28,705 $ 16,552 73 %

Supplemental operating income detail

Parks & Experiences

Domestic $ 5,332 $ (1,139) nm

International (237) (1,074) 78 %

Consumer Products 2,810 2,684 5 %

$ 7,905 $ 471 >100 %

Items Excluded from Segment O perating Income Related to Parks, Experiences and Products

The following table presents supplemental information for items related to DPEP that are excluded from segment

operating income:

% Change

Better (Worse)(in millions) 2022 2021

Restructuring and impairment charges

(1)

$—$ (327) 100 %

Amortization of TFCF intangible assets (8) (8) — %

(1)

The prior year includes asset impairments and severance costs related to the closure of a substantial number of our

Disney-branded retail stores in North America and Europe and severance costs related to other workforce reductions.

CORPORATE AND UNALLOCATED SHARED EXPENSES

Corporate and unallocated shared expenses are as follows:

(in millions) 2022 2021

% Change

Better (Worse)

Corporate and unallocated shared expenses

$ (1,159) $ (928) (25) %

The increase in corporate and unallocated shared expenses was driven by higher compensation and human resource-

related costs.

RESTRUCTURING ACTIVITIES

See Note 18 to the Consolidated Financial Statements for information regarding the Company’s restructuring activities.

LIQUIDITY AND CAPITAL RESOURCES

The change in cash, cash equivalents and restricted cash is as follows:

(in millions) 2022 2021

Cash provided by operations - continuing operations

$ 6,002 $ 5,566

Cash used in investing activities - continuing operations

(5,008) (3,171)

Cash used in financing activities - continuing operations

(4,729) (4,385)

Cash (used in) provided by discontinued operations

(4) 9

Impact of exchange rates on cash, cash equivalents and r estricted cash

(603) 30

Change in cash, cash equivalents and restricted cash

$ (4,342) $ (1,951)

Operating Activities

Continuing operations

Cash provided by operating activities of $6.0 billion for fiscal 2022 increased 8% or $436 million compared to $5.6

billion in f iscal 2021 due to higher operating cash flow at DPEP and, to a lesser extent, lower income tax payments and pension

contributions, partially offset by lower operating cash flow at DMED and, to a lesser extent, a partial payment for the Content

License Early Termination. The increase in operating cash flow at DPEP was due to higher operating cash receipts driven by

higher revenue, partially offset by an increase in operating cash disbursements due to higher operating expenses. The decrease

in operating cash flow at DMED was due to higher operating cash disbursements and higher spending on film and television

productions, partially offset by higher operating cash receipts. Higher operating cash disbursements were driven by increased

operating expenses while higher operating cash receipts were due to revenue growth.

Depreciation expense is as follows:

(in millions) 2022 2021

Disney Media and Entertainment Distribution

$ 650 $ 613

Disney Parks, Experiences and P roducts

Domestic

1,680 1,551

International

662 718

Total Disney Parks, Experiences and Products

2,342 2,269

Corporate

191 186

Total depreciation expense

$ 3,183 $ 3,068

Amortization of intangible assets is as follows:

(in millions) 2022 2021

Disney Media and Entertainment Distribution

$ 164 $ 178

Disney Parks, Experiences and P roducts

109 108

TFCF and Hulu

1,707 1,757

Total amortization o f intangible assets

$ 1,980 $ 2,043

Produced and licensed content costs

DMED incurs costs to produce and license film, episodic television and other content. Production costs include spend on

content internally produced at our studios such as live-action and animated films, episodic series, specials, shorts and theatrical

stage plays. Production costs also include original content commissioned from third-party studios. Programming costs include

content rights licensed from third parties for use on the Company’s Linear Networks and DTC streaming services.

Programming assets are generally recorded when the programming becomes available to us with a corresponding increase in

programming liabilities.

The Company’s production and programming activity for fiscal 2022 and 2021 are as follows:

(in millions) 2022 2021

Beginning balances:

Production and programming assets

$ 31,732 $ 27,193

Programming liabilities

(4,113) (4,099)

27,619 23,094

Spending:

Licensed programming and rights

13,316 12,412

Produced content

16,611 12,848

29,927 25,260

Amortization:

Licensed programming and rights

(13,432) (12,784)

Produced content

(10,224) (8,175)

(23,656) (20,959)

Change in production and programming costs 6,271 4,301

Other non-cash activity (163) 224

Ending balances:

Production and programming assets

37,667 31,732

Programming liabilities

(3,940) (4,113)

$ 33,727 $ 27,619

The Company currently expects its fiscal 2023 spend on produced and licensed content, including sports rights, to be in

the low $30 billion range. See Note 14 to the Consolidated Financial Statements for information regarding the Company’s

contractual commitments to acquire sports and broadcast programming.

Commitments and guarantees

The Company has various commitments and guarantees, such as long-term leases, purchase commitments and other

executory contracts, that are disclosed in the footnotes to the financial statements. See Notes 14 and 15 to the Consolidated

Financial Statements for further information regarding these commitments.

Legal and Tax Matters

As disclosed in Notes 9 and 14 to the Consolidated Financial Statements, the Company has exposure for certain tax and

legal matters.

Investing Activities

Continuing operations

Investing activities consist principally of investments in parks, r esorts and other property and acquisition and divestiture

activity. The Company’s investments in parks, resorts and other property for fiscal 2022 and 2021 are as follows:

(in millions) 2022 2021

Disney Media and Entertainment Distribution

$ 810 $ 862

Disney Parks, Experiences and P roducts

Domestic

2,680 1,597

International

767 675

Total Disney Parks, Experiences and Products

3,447 2,272

Corporate

686 444

$ 4,943 $ 3,578

Capital expenditures at DMED primarily reflect investments in technology and in facilities and equipment for expanding

and upgrading broadcast centers, production facilities and television station facilities.

Capital expenditures at DPEP are principally for theme park and resort expansion, new attractions, cruise ships, capital

improvements and systems infrastructure. The increase in capital expenditures at our domestic parks and resorts in fiscal 2022

compared to fiscal 2021 was due to cruise ship fleet expansion.

Capital expenditures at Corporate primarily reflect investments in facilities, information technology infrastructure and

equipment. The increase in fiscal 2022 compared to fiscal 2021 was due to higher spending on facilities.

The Company currently expects its fiscal 2023 capital expenditures will be up to approximately $6.7 billion compared to

fiscal 2022 capital expenditures of $4.9 billion. The increase in capital expenditures is due to higher spending across the

enterprise.

Other Investing Activities

Cash provided by other investing activities of $407 million in fiscal 2021 reflects proceeds from the sales of investments.

Financing Activities

Continuing operations

Cash used in financing activities was $4.7 billion in fiscal 2022 compared to $4.4 billion in fiscal 2021. Cash used in

financing activities in fiscal 2022 was due to a reduction in borrowings. The increase in cash used in financing activities in

fiscal 2022 compared to fiscal 2021 reflected a higher reduction in net borrowings ($4.0 billion in fiscal 2022 compared to $3.7

billion in f iscal 2021) and lower proceeds from the exercise of stock options ($0.1 billion in fiscal 2022 compared to $0.4

billion in f iscal 2021). In addition, cash used in financing activities in fiscal 2021 included a $0.4 billion purchase of a

redeemable noncontrolling interest.

Borrowings activities and other

During the year ended October 1, 2022, the Company’s borrowing activity was as follows:

(in millions)

October 2,

2021 Borrowings Payments

Other

Activity

October 1,

2022

Commercial paper with original maturities less than

three months

(1)

$—$50$—$—$50

Commercial paper with original maturities greater than

three months 1,992 2,417 (2,801) 4 1,612

U.S. dollar denominated notes

(2)

49,090 — (3,857) (142) 45,091

Asia Theme Parks borrowings

(3)

1,331 333 (159) (80) 1,425

Foreign currency denominated debt and other

(4)

1,993 — — (1,802) 191

$ 54,406 $ 2,800 $ (6,817) $ (2,020) $ 48,369

(1)

Borrowings and r eductions of borrowings are reported net.

(2)

The other activity is primarily due to the amortization of purchase accounting adjustments and debt issuance fees.

(3)

See Note 6 to the Consolidated Financial Statements for information regarding commitments to fund the Asia Theme

Parks.

(4)

The other activity is due to market value adjustments for debt with qualifying hedges.

See Note 8 to the Consolidated Financial Statements for information regarding the Company’s bank facilities and debt

maturities. The Company may use operating cash flows, commercial paper borrowings up to the amount of its unused $12.25

billion bank facilities and incremental term debt issuances to r etire or r efinance other borrowings before or as they come due.

See Note 2 to the Consolidated Financial Statements for a summary of the Company’s put/call agreement with NBCU.

The Company did not declare or pay a dividend or repurchase any of its shares in fiscal 2022 or 2021.

The Company’s operating cash flow and access to the capital markets can be impacted by factors outside of its control,

including COVID-19, which had an adverse impact on the Company’s operating cash flows in fiscal 2021 and, to a lesser

extent, fiscal 2022. We believe that the Company’s financial condition is strong and that its cash balances, other liquid assets,

operating cash flows, access to debt and equity capital markets and borrowing capacity under current bank facilities, taken

together, provide adequate resources to fund ongoing operating requirements and upcoming debt maturities as well as future

capital expenditures related to the expansion of existing businesses and development of new projects. In addition, the Company

could undertake other measures to ensure sufficient liquidity, such as continuing to not declare dividends (the Company did not

pay a dividend with respect to fiscal 2021 operations and has not declared or paid a dividend with respect to fiscal 2022

operations); raising financing; suspending or reducing capital spending; reducing film and television content investments; or

implementing furloughs or reductions in force.

The Company’s borrowing costs can also be impacted by short- and long-term debt ratings assigned by nationally

recognized rating agencies, which are based, in significant part, on the Company’s performance as measured b y certain credit

metrics such as leverage and interest coverage ratios. As of October 1, 2022, Moody’s Investors Service’s long- and short-term

debt ratings for the Company were A2 and P-1 (Stable), respectively, Standard and Poor’s long- and short-term debt ratings for

the Company were BBB+ and A-2 (Positive), respectively, and Fitch’s long- and short-term debt ratings for the Company were

A- and F2 (Stable), respectively. The Company’s bank facilities contain only one financial covenant, relating to interest

coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization

and amortization of our film and television production and programming costs. O n October 1 , 2022, the Company met this

covenant by a significant margin. The Company’s bank facilities also specifically exclude certain entities, including the Asia

Theme Parks, from any representations, covenants or events of default.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

On March 20, 2019, as part of the acquisition of TFCF, The Walt Disney Company (“TWDC”) became the ultimate

parent of TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company) (“Legacy Disney”). Legacy Disney and

TWDC are collectively referred to as “Obligor Group”, and individually, as a “Guarantor”. Concurrent with the close of the

TFCF acquisition, $16.8 billion of TFCF’s assumed public debt (which then constituted 96% of such debt) was exchanged for

senior notes of TWDC (the “exchange notes”) issued pursuant to an exemption from registration under the Securities Act of

1933, as amended (the “Securities Act”), pursuant to an Indenture, dated as of March 20, 2019, between TWDC, Legacy

Disney, as guarantor, and Citibank, N.A., as trustee (the “TWDC Indenture”) and guaranteed by Legacy Disney. On November

26, 2019, $14.0 billion of the outstanding exchange notes were exchanged for new senior notes of TWDC registered under the

Securities Act, issued pursuant to the TWDC Indenture and guaranteed by Legacy Disney. In addition, contemporaneously with

the closing of the March 20, 2019 exchange offer, TWDC entered into a guarantee of the registered debt securities issued by

Legacy Disney under the Indenture dated as of September 24, 2001 between Legacy Disney and Wells Fargo Bank, National

Association, as trustee (the “2001 Trustee”) (as amended by the first supplemental indenture among Legacy Disney, as issuer,

TWDC, as guarantor, and the 2001 Trustee, as trustee).

Other subsidiaries of the Company do not guarantee the registered debt securities of either TWDC or Legacy Disney

(such subsidiaries are referred to as the “non-Guarantors”). The par value and carrying value of total outstanding and

guaranteed registered debt securities of the Obligor Group at October 1, 2022 was as follows:

TWDC Legacy Disney

(in millions) Par Value

Carrying

Value Par Value

Carrying

Value

Registered debt with unconditional guarantee

$ 35,343 $ 35,736 $ 9,105 $ 8,851

The guarantees by TWDC and Legacy Disney are full and unconditional and cover all payment obligations arising under

the guaranteed registered debt securities. The guarantees may be released and discharged upon (i) as a general matter, the

indebtedness for borrowed money of the consolidated subsidiaries of TWDC in aggregate constituting no more than 10% of all

consolidated indebtedness for borrowed money of TWDC and its subsidiaries (subject to certain exclusions), (ii) upon the sale,

transfer or disposition of all or substantially all of the equity interests or all o r s ubstantially all, or substantially as an entirety,

the assets of Legacy Disney to a third party, and (iii) other customary events constituting a discharge of a guarantor’s

obligations. In addition, in the case o f Legacy Disney’s guarantee of registered debt securities issued by TWDC, Legacy Disney

may be released and d ischarged from its guarantee at any time Legacy Disney is not a borrower, issuer or guarantor under

certain material bank facilities or any debt securities.

Operations are conducted almost entirely through the Company’s subsidiaries. Accordingly, the Obligor Group’s cash

flow and ability to service its debt, including the public debt, are dependent upon the earnings of the Company’s subsidiaries

and the distribution of those earnings to the Obligor Group, whether by dividends, loans or otherwise. Holders of the guaranteed

registered debt securities have a direct claim only against the Obligor Group.

Set forth below are summarized financial information for the Obligor Group on a combined basis after elimination of (i)

intercompany transactions and balances between TWDC and Legacy Disney and (ii) equity in the earnings from and

investments in any subsidiary that is a non-Guarantor. This summarized financial information has been prepared and presented

pursuant to the Securities and Exchange Commission Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and

Issuers o f G uaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor

Group in accordance with U.S. GAAP.

Results of o

erations

(

in millions

)

2022

Revenues

$—

Costs and expenses

—

Net income (loss) from continuing operations

(742)

Net income (loss) (742)

Net income (loss) attributable to TWDC shareholders (742)

Balance Sheet

(

in millions

)

October 1, 2022 October 2, 2021

Current assets

$ 5,665 $ 9,506

Noncurrent assets

1,948 1,689

Current liabilities

3,741 6,878

Noncurrent liabilities (excluding intercompany to non-Guarantors)

46,218 51,439

Intercompany payables to non-Guarantors 148,958 147,629

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We believe that the application of the following accounting policies, which are important to our financial position and

results of operations, require significant judgments and estimates on the part of management. For a summary of our significant

accounting policies, including the accounting policies discussed below, see Note 2 to the Consolidated Financial Statements.

Produced and Acquired/Licensed Content Costs

We amortize and test for impairment capitalized film and television production costs based on whether the content is

predominantly monetized individually or as a group. See N ote 2 to the Consolidated Financial Statements for further

discussion.

Production costs that are classified as individual are amortized based upon the ratio of the current period’s revenues to the

estimated remaining total revenues (Ultimate Revenues).

With respect to produced films intended for theatrical release, the most sensitive factor affecting our estimate of Ultimate

Revenues is theatrical performance. Revenues derived from other markets subsequent to the theatrical release are generally

highly correlated with theatrical performance. Theatrical performance varies primarily based upon the public interest and

demand for a p articular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a

film’s r elease and determination of the theatrical performance, the Company’s estimates of revenues from succeeding windows

and markets, which may include imputed license fees for content that is used on our DTC s treaming s ervices, are revised based

on historical relationships and an analysis of current market trends.

With respect to capitalized television production costs that are classified as individual, the most sensitive factors affecting

estimates of Ultimate Revenues are program ratings of the content on our licensees’ platforms. Program ratings, which are an

indication of market acceptance, directly affect the program’s ability to generate advertising and subscriber revenues and are

correlated with the license fees we can charge for the content in subsequent windows and for subsequent seasons.

Ultimate Revenues are reassessed each reporting period and the impact of any changes on amortization of production cost

is accounted for as if the change occurred at the beginning of the current fiscal year. If our estimate of Ultimate Revenues

decreases, amortization of costs may be accelerated or result in an impairment. Conversely, if our estimate of Ultimate

Revenues increases, cost amortization may be slowed.

Produced content costs that are part of a group and acquired/licensed content costs are amortized based on projected usage

typically resulting in an accelerated or straight-line amortization p attern. The determination of projected usage requires

judgment and is reviewed on a regular basis for changes. Adjustments to projected usage are applied prospectively in the period

of the change. For example, beginning in the fourth quarter of fiscal 2022, for certain content, we are accelerating the rate of

amortization in early periods, slowing the rate in later periods and have adjusted the useful life based on historical and projected

usage patterns. The most sensitive factors affecting projected usage are historical and estimated viewing patterns. If projected

usage changes we may need to accelerate or slow the recognition of amortization expense.

For content that is predominantly monetized as a group, the aggregate unamortized costs of the group are compared to the

present value of the discounted cash flows using the lowest level for which identifiable cash flows are independent of other

produced and licensed content. If the unamortized costs exceed the present value of discounted cash flows, an impairment

charge is recorded for the excess and allocated to individual titles based on the relative carrying value of each title in the group.

If there are no plans to continue to use an individual film or television program that is part of a group, the unamortized cost of

the individual title is written-off immediately. Licensed content is included as part of the group within which it is monetized for

purposes of assessing recoverability.

The amortization of multi-year sports rights is based on projections of revenues for each season relative to projections of

total revenues over the contract period (estimated relative value). Projected revenues include advertising revenue and an

allocation of affiliate revenue. If the annual contractual payments related to each season approximate each season’s estimated

relative value, we expense the related contractual payments during the applicable season. If estimated relative values by year

were to change significantly, amortization of our sports rights costs may be accelerated or slowed.

Revenue Recognition

The Company has revenue recognition policies for its various operating segments that are appropriate to the

circumstances of each business. Refer to Note 2 to the Consolidated Financial Statements for our revenue recognition policies.

Pension and Postretirement Medical Plan Actuarial Assumptions

The Company’s pension and postretirement medical benefit obligations and related costs are calculated using a number of

actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important

elements of expense and/or liability measurement, which we evaluate annually. Other assumptions include the healthcare cost

trend rate and employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase.

The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement

date. A lower discount rate increases the present value of benefit obligations and increases pension and postretirement medical

expense. The guideline for setting this rate is a high-quality long-term corporate bond rate. We increased our discount rate to

5.44% at the end of fiscal 2022 from 2.88% at the end of fiscal 2021 to reflect market interest rate conditions at our fiscal 2022

year-end measurement date. The Company’s discount rate was determined by considering yield curves constructed of a large

population of high-quality corporate bonds and reflects the matching of the plans’ liability cash f lows to the yield curves. A one

percentage point decrease in the assumed discount rate would increase total benefit expense for fiscal 2023 by approximately

$242 million and would increase the projected benefit obligation at October 1, 2022 by approximately $2.3 billion. A one

percentage point increase in the assumed discount rate would decrease total benefit expense and the projected benefit obligation

by approximately $59 million and $2.0 billion, respectively.

To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset

allocation, as well as historical and expected returns on each plan asset class. Our expected return on plan assets is 7.00%. A

lower expected rate of return on plan assets will increase pension and postretirement medical expense. A one percentage point

change in the long-term asset return assumption would impact fiscal 2023 annual expense by approximately $172 million.

Goodwill, Other Intangible Assets, Long-Lived Assets and Investments

The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis

and if current events or circumstances require, on an interim basis. The Company performs its annual test of goodwill and

indefinite-lived intangible assets for impairment in its fiscal fourth quarter.

Goodwill is allocated to various reporting units, which are an operating segment or one level below the operating

segment. To test goodwill for impairment, the Company first performs a qualitative assessment to determine if it is more likely

than not that the carrying amount of a reporting unit exceeds its fair value. If it is, a quantitative assessment is required.

Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.

The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic

conditions, and changes in projected future cash flows of the reporting unit.

The quantitative assessment compares the fair value of each goodwill reporting unit to its carrying amount, and to the

extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the amount of

goodwill allocated to the reporting unit.

In fiscal 2022, the Company bypassed the qualitative test and performed a quantitative assessment of goodwill for

impairment.

The impairment test for goodwill requires judgment related to the identification of reporting units, the assignment of

assets and liabilities to reporting units including goodwill, and the determination of fair value of the reporting units. To

determine the fair value of our reporting units, we apply what we believe to be the most appropriate valuation methodology for

each of our reporting units. We generally use a present value technique (discounted cash flows) corroborated by market

multiples when available and as appropriate. The discounted cash flow analyses are sensitive to our estimates of future revenue

growth and margins for these businesses as well as the discount rates used to calculate the present value of future cash flows. In

times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are subject to a

greater degree o f uncertainty than usual. We believe our estimates are consistent with how a marketplace participant would

value our reporting units. I f we had established d ifferent reporting units or utilized different valuation methodologies or

assumptions, the impairment test results could differ, and we could be required to record impairment charges.

To test its other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to

determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair

value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and

perform a quantitative impairment test.

The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic

conditions, and changes in projected future cash flows.

The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the

carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess.

Fair values of indefinite-lived intangible assets are determined based o n discounted cash flows or appraised values, as

appropriate.

The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes

in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has

occurred, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to

hold the asset for sale. The impairment test for assets held for use requires a comparison of the estimated undiscounted future

cash flows expected to be generated over the useful life of the significant assets of an asset group to the carrying amount of the

asset group. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets

that are largely independent of the cash flows of other assets and could include assets used across multiple businesses. If the

carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as

the difference between the fair value of the asset group and the carrying amount of the asset group. For assets held for sale, to

the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the

difference. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a

triggering event has occurred, the identification of asset groups, estimates of future cash flows and the discount rate used to

determine fair values.

The Company has investments in equity securities. For equity securities that d o not have a readily determinable fair value,

we consider forecasted financial performance of the investee companies, as well as volatility inherent in the external markets

for these investments. If these forecasts are not met, impairment charges may be recorded.

The Company recorded non-cash impairment charges of $0.2 billion and $0.3 billion in fiscal 2022 and 2021,

respectively. The fiscal 2022 charges primarily related to our businesses in Russia. The fiscal 2021 charges primarily related to

the closure of an animation studio and a substantial number of our Disney-branded retail stores in North America and Europe.

Allowance for Credit Losses

We evaluate our allowance for credit losses and estimate collectability of accounts receivable based on historical bad debt

experience, our assessment of the financial condition of individual companies with which we do business, current market

conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, including

COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty

than in more stable periods. If our estimate of uncollectible accounts is too low, costs and expenses may increase in future

periods, and if it is too high, costs and expenses may decrease in future periods. See Note 2 to the Consolidated Financial

Statements for additional discussion.

Contingencies and Litigation

We are currently involved in certain legal proceedings and, as required, have accrued estimates of the probable and

estimable losses for the resolution o f these proceedings. These estimates are based upon an analysis of potential results,

assuming a combination o f litigation and settlement strategies and have been developed in consultation with outside counsel as

appropriate. From time to time, we are also involved in other contingent matters for which we accrue estimates for a probable

and estimable loss. It is possible, however, that future results of operations for any particular quarterly or annual period could

be materially affected by changes in our assumptions or the effectiveness of our strategies related to legal proceedings or our

assumptions regarding other contingent matters. See Note 14 to the Consolidated Financial Statements for more detailed

information on litigation exposure.

Income Tax

As a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. From time to time,

these audits result in proposed assessments. Our determinations regarding the recognition of income tax benefits are made in

consultation with outside tax and legal counsel, where appropriate, and are based upon the technical merits of our tax positions

in consideration of applicable tax statutes and related interpretations and precedents and upon the expected outcome of

proceedings (or negotiations) with taxing and legal authorities. The tax benefits ultimately realized by the Company may differ

from those recognized in our future financial statements based on a number of factors, including the Company’s decision to

settle rather than litigate a matter, relevant legal precedent related to similar matters and the Company’s success in supporting

its filing positions with taxing authorities.

New A ccounting Pronouncements

See Note 19 to the Consolidated Financial Statements for information regarding new accounting pronouncements.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, commodity fluctuations and

changes in the market values of its investments.

Policies and Procedures

In the normal course of business, we employ established policies and procedures to manage the Company’s exposure to

changes in interest rates, foreign currencies and commodities using a variety of financial instruments.

Our objectives in managing exposure to interest rate changes are to limit the impact of interest rate volatility on earnings

and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to

manage net exposure to interest rate changes related to the Company’s portfolio of borrowings. By policy, the Company targets

fixed-rate debt as a percentage of its net debt between minimum and maximum percentages.

Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flow in

order to allow management to focus on core business issues and challenges. Accordingly, the Company enters into various

contracts that change in value as foreign exchange rates change to protect the U.S. dollar equivalent value of its existing foreign

currency assets, liabilities, commitments and forecasted foreign currency revenues and expenses. The Company utilizes option

strategies and forward contracts that provide for the purchase or sale of foreign currencies to hedge probable, but not firmly

committed, transactions. The Company also uses forward and option contracts to hedge foreign currency assets and liabilities.

The principal foreign currencies hedged are the euro, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-

currency swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated

borrowings. By policy, the Company maintains hedge coverage between minimum and maximum percentages of its forecasted

foreign exchange exposures generally for periods not to exceed four years. The gains and losses on these contracts are intended

to offset changes in the U.S. dollar equivalent value of the related exposures. The economic or political conditions in certain

countries have reduced and in the future could further reduce our ability to hedge exposure to currency fluctuations in, or

repatriate cash from, those countries.

Our objectives in managing exposure to commodity fluctuations are to u se commodity derivatives to reduce volatility of

earnings and cash flows arising from commodity price changes. The amounts hedged using commodity swap contracts are

based on forecasted levels of consumption of certain commodities, such as fuel oil and gasoline.

Our objectives in managing exposures to market-based fluctuations in certain retirement liabilities are to use total return

swap contracts to reduce the volatility of earnings arising from changes in these retirement liabilities. The amounts hedged

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

It is the Company’s policy to enter into foreign currency and interest rate derivative transactions and other financial

instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into

these transactions or any other hedging transactions for speculative purposes.

Value at Risk (VAR)

The Company utilizes a VAR model to estimate the maximum potential one-day loss in the fair value of its interest rate,

foreign exchange, commodities and market sensitive equity financial instruments. The VAR model estimates were made

assuming normal market conditions and a 95% confidence level. Various modeling techniques can be used in a VAR

computation. The Company’s computations are based on the interrelationships between movements in various interest rates,

currencies, commodities and equity prices (a variance/co-variance technique). These interrelationships were determined by

observing interest rate, foreign currency, commodity and equity market changes over the preceding quarter for the calculation

of VAR amounts at each fiscal quarter end. The model includes all of the Company’s debt as well as all interest rate and foreign

exchange derivative contracts, commodities and market sensitive equity investments. Forecasted transactions, firm

commitments, and accounts receivable and payable denominated in foreign currencies, which certain of these instruments are

intended to h edge, were excluded from the model.

The VAR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by

the Company, nor does it consider the potential effect of favorable changes in market factors.

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

The estimated maximum potential one-day loss in fair value, calculated using the VAR model, is as follows (unaudited, in

millions):

Fiscal 2022

Interest Rate

Sensitive

Financial

Instruments

Currency

Sensitive

Financial

Instruments

Equity

Sensitive

Financial

Instruments

Commodity

Sensitive

Financial

Instruments

Combined

Portfolio

Year end fiscal 2022 VAR

$ 376 $ 71 $ 20 $ 4 $ 395

Average VAR

415 62 25 4 426

Highest VAR

455 72 32 7 479

Lowest VAR

376 46 20 2 394

Year end fiscal 2021 VAR

357 44 37 1 364

The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of October 1, 2022 and has

been excluded from the above table.

ITEM 8. Financial Statements and Supplementary Data

See Index to Financial Statements and Supplemental Data on page 63.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls a nd Procedures

Evaluation of Disclosure Controls a nd Procedures

We have established disclosure controls and procedures to ensure that the information required to be disclosed by the

Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made

known to the officers who certify the Company’s financial reports and to other members of senior management and the Board

of Directors as appropriate to allow timely decisions regarding required disclosure.

Based on their evaluation as of October 1, 2022, the principal executive officer and principal financial officer of the

Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934) are effective.

Management’s Report on Internal Control Over Financial Reporting

Management’s r eport set forth on page 64 is incorporated herein by reference.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year

ended October 1, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

ITEM 9B. Other Information

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Information regarding Section 16(a) compliance, the Audit Committee, the Company’s code of ethics, background of the

directors and director nominations appearing under the captions “Delinquent Section 16(a) Reports,” “The Board of Directors,”

“Committees,” “Governing Documents,” “Director Selection Process” and “Election of Directors” in the Company’s Proxy

Statement for the 2023 annual meeting of Shareholders is hereby incorporated by reference.

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

ITEM 11. Executive Compensation

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 2023 Proxy Statement is hereby incorporated by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information setting forth the security ownership o f certain beneficial owners and management appearing under the caption

“Stock Ownership” and information appearing under the caption “Equity Compensation Plans” in the 2023 Proxy Statement is

hereby incorporated by reference.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

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

2023 Proxy Statement is hereby incorporated by reference.

ITEM 14. Principal Accounting Fees and Services

Information appearing under the captions “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted

Non-Audit Services” in the 2023 Proxy Statement is hereby incorporated by reference.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(1) Financial Statements and Schedules

See Index to Financial Statements and Supplemental Data on page 63.

(2) Exhibits

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Exhibit Location

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, 2019

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, 2019

3.3 Amended and Restated Bylaws of The Walt Disney

Company, effective as of March 20, 2019

Exhibit 3.3 to the Current Report on Form 8-K of

the Company filed March 20, 2019

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, 2019

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, 2019

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 o n

November 28, 2018

Exhibit 3.1 to the Current Report on Form 8-K of

Legacy Disney filed November 30, 2018

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, 2001

4.2 First Supplemental Indenture, dated as of March 20,

2019, among The Walt Disney Company, TWDC

Enterprises 1 8 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, 2019

4.3 Indenture, dated as of March 20, 2019, by and among

The Walt Disney Company, as issuer, and TWDC

Enterprises 1 8 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, 2019

4.4 Other long-term borrowing instruments are omitted

pursuant to Item 601(b)(4)(iii) of Regulation S-K. The

Company undertakes to furnish copies of such

instruments to the Commission upon request

4.5 Description of Registrant’s Securities Exhibit 4.6 to the Form 10-K of the Company for

the fiscal year ended September 28, 2019

10.1 Employment Agreement dated as of February 24, 2020

between the Company and Robert Chapek †

Exhibit 10.2 to the Current Report on Form 8-K of

the Company filed February 25, 2020

10.2 Amendment dated July 15, 2022 to the Employment

Agreement dated February 24, 2020, between the

Company and Robert Chapek †

Exhibit 10.1 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.3 Amended and Restated Employment Agreement, dated

as of October 6, 2011, between the Company and

Robert A. Iger †

Exhibit 10.1 to the Form 10-K of Legacy Disney for

the fiscal year ended October 1, 2011

10.4 Amendment dated July 1, 2013 to Amended and

Restated Employment A greement, dated as of October

6, 2011, between the Company and Robert A. Iger †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed July 1, 2013

10.5 Amendment dated October 2, 2014 to Amended and

Restated Employment A greement, dated as of October

6, 2011, between the Company and Robert A. Iger †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed October 3, 2014

10.6 Amendment dated March 22, 2017 to Amended and

Restated Employment A greement, dated as of October

6, 2011, between the Company and Robert A. Iger †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed March 23, 2017

Exhibit Location

10.7 Amendment dated December 13, 2017 to Amended

and Restated Employment Agreement, dated as of

October 6, 2011, between the Company and Robert A.

Iger †

Exhibit 10.2 to the Current Report on Form 8-K of

Legacy Disney filed December 14, 2017

10.8 Amendment to Amended and Restated Employment

Agreement, Dated as of October 6, 2011, as amended,

between the Company and Robert A. Iger, dated

November 30, 2018 †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed December 3, 2018

10.9 Amendment to Amended and Restated Employment

Agreement, Dated as of October 6, 2011, as amended,

between the Company and Robert A. Iger, dated March

4, 2019 †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed March 4, 2019

10.10 Amendment to Amended and Restated Employment

Agreement, Dated as of October 6, 2011 and as

previously amended, between the Company and Robert

A. Iger, dated February 24, 2020 †

Exhibit 10.1 to the Current Report on Form 8-K of

the Company filed February 25, 2020

10.11 Employment Agreement dated as of July 1, 2015

between the Company and Christine M. McCarthy †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed June 30, 2015

10.12 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

10.13 Amendment dated December 2, 2020 to Amended

Employment Agreement dated as of July 1, 2015

between the Company and Christine M. McCarthy †

Exhibit 10.1 to the Current Report on Form 8-K of

the Company filed December 7, 2020

10.14 Amendment dated December 21, 2021 to Amended

Employment Agreement dated as of July 1, 2015

between the Company and Christine M. McCarthy †

Exhibit 10.1 to the Current Report on Form 8-K of

the Company filed December 21, 2021

10.15 Assignment of Employment Agreement dated January

19, 2022 between the Company and Christine M.

McCarthy †

Exhibit 10.3 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.16 Employment Agreement, dated as of July 1, 2021

between the Company and Paul J. Richardson †

Exhibit 10.1 to the Form 10-Q of the Company for

the quarter ended July 3, 2021

10.17 Employment Agreement, dated as of December 21,

2021 between the Company and Horacio E.

Gutierrez †

Exhibit 10.4 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.18 Assignment of Employment Agreement dated January

31, 2022 between the Company and Horacio E.

Gutierrez †

Exhibit 10.5 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.19 Amendment dated July 21, 2022 to the Employment

Agreement dated December 21, 2021, between Disney

Corporate Services Co., LLC and Horacio E. Gutierrez

and to the Indemnification Agreement dated December

21, 2021, between the Company and Horacio E.

Gutierrez †

Exhibit 10.2 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.20 Employment Agreement, dated as of January 24, 2022

between the Company and Geoffrey S. Morrell †

Exhibit 10.6 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.21 Amended and Restated General Release, dated June

23, 2022, between the Company and Geoff Morrell †

Exhibit 10.5 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.22 Employment Agreement, dated June 29, 2022, between

the Company and Kristina K. Schake †

Exhibit 10.3 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.23 Consulting Agreement between the Company and M.

Jayne Parker †

Filed herewith

10.24 Voluntary Non-Qualified Deferred Compensation

Plan †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed December 23, 2014

10.25 Description of Directors Compensation Exhibit 10.1 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.26 Form of Indemnification Agreement for certain

officers and directors †

Filed herewith

Exhibit Location

10.27 Form of Assignment and Assumption of

Indemnification Agreement for certain officers and

directors †

Exhibit 10.1 to the Form 10-Q of the Company for

the quarter ended June 29, 2019

10.28 1995 Stock Option Plan for Non-Employee Directors Exhibit 20 to the Form S-8 Registration Statement

(No. 33-57811) of DEI, dated Feb. 23, 1995

10.29 Amended and Restated 2002 Executive Performance

Plan †

Annex A to the Proxy Statement for the 2013

Annual Meeting o f Legacy Disney

10.30 Management Incentive Bonus Program † The portions of the tables labeled “Performance-

based Bonus” in the sections of the Proxy Statement

for the 2022 annual meeting titled “Executive

Compensation Program Structure - Objectives and

Methods - Objectives and Key Features” and

“Compensation Process” and the section of the

Proxy Statement titled “Performance Goals”

10.31 Amended and Restated 1997 Non-Employee Directors

Stock and Deferred Compensation Plan

Annex I I to the Proxy Statement for the 2003

annual meeting o f Legacy Disney

10.32 Amended and Restated The Walt Disney Company/

Pixar 2004 Equity Incentive Plan †

Exhibit 10.1 to the Current Report on Form 8-K of

Legacy Disney filed December 1, 2006

10.33 Amended and Restated 2011 Stock Incentive Plan † Annex B to Proxy Statement of registrant filed

January 17, 2020

10.34 Disney Key Employees Retirement Savings Plan † Exhibit 10.1 to the Form 10-Q of Legacy Disney for

the quarter ended July 2, 2011

10.35 Amendments dated April 30, 2015 to the Amended and

Restated The Walt Disney Productions and Associated

Companies Key Employees Deferred Compensation

and Retirement Plan, Amended and Restated Benefit

Equalization Plan of ABC, Inc. and Disney Key

Employees Retirement Savings Plan †

Exhibit 10.3 to the Form 10-Q of Legacy Disney for

the quarter ended March 28, 2015

10.36 Second Amendment to the Disney Key Employees

Retirement Savings Plan †

Exhibit 10.33 to the Form 10-K of the Company for

the fiscal year ended O ctober 2 , 2021

10.37 Third Amendment to the Disney Key Employees

Retirement Savings Plan †

Exhibit 10.9 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.38 Group Personal Excess Liability Insurance Plan † Exhibit 10.8 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.39 Form of Non-Qualified Stock Option Award

Agreement †

Exhibit 10.2 to the Form 10-Q of the Company for

the quarter ended January 2, 2021

10.40 Form of Non-Qualified Stock Option Award

Agreement †

Exhibit 10.6 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.41 Form of Restricted Stock Unit Award Agreement

(Time-Based Vesting) †

Exhibit 10.7 to the Form 10-Q of the Company for

the quarter ended July 2, 2022

10.42 Form of Performance-Based Stock Unit Award

Agreement (Section 162(m) V esting Requirement) †

Exhibit 10.4 to the Form 10-Q of the Company for

the quarter ended January 2, 2021

10.43 Form of Performance-Based Restricted Stock Unit

Award Agreement ( Three-Year Vesting subject to

Total Shareholder Return/ROIC Tests) †

Exhibit 10.5 to the Form 10-Q of the Company for

the quarter ended January 2, 2021

10.44 Form of Performance-Based Restricted Stock Unit

Award Agreement ( Three-Year Vesting subject to

Total Shareholder Return/ROIC Tests) †

Filed herewith

10.45 Form of Performance-Based Restricted Stock Unit

Award Agreement ( Three-Year Vesting subject to

Total Shareholder Return/ROIC Tests/Section 162(m)

Vesting Requirements) †

Exhibit 10.6 to the Form 10-Q of the Company for

the quarter ended January 2, 2021

10.46 Form of Restricted Stock Unit Award Agreement

(Time-Based Vesting) †

Exhibit 10.8 to the Form 10-Q of Legacy Disney for

the quarter ended December 29, 2018

10.47 Form of Performance-Based Stock Unit Award

Agreement (Section 162(m) V esting Requirement) †

Exhibit 10.9 to the Form 10-Q of Legacy Disney for

the quarter ended December 29, 2018

Exhibit Location

10.48 Form of Performance-Based Stock Unit Award

Agreement (Three-Year Vesting subject to Total

Shareholder Return/EPS Growth Tests/

Section 162(m) Vesting Requirement) †

Exhibit 10.11 to the Form 10-Q of Legacy Disney

for the quarter ended December 29, 2018

10.49 Form of Performance-Based Stock Unit Award

Agreement (Three-Year Vesting subject to Total

Shareholder Return/EPS Growth Tests) †

Exhibit 10.10 to the Form 10-Q of Legacy Disney

for the quarter ended December 29, 2018

10.50 Form of Non-Qualified Stock Option Award

Agreement †

Exhibit 10.12 to the Form 10-Q of Legacy Disney

for the quarter ended December 29, 2018

10.51 Performance-Based Stock Unit Award (Four-Year

Vesting subject to Total Shareholder Return Test/

Section 162(m) Vesting Requirements) for Robert A.

Iger dated as of December 13, 2017 †

Exhibit 10.3 to the Form 10-Q of Legacy Disney for

the quarter ended December 30, 2017

10.52 Performance-Based Stock Unit Award (Four-Year

Vesting subject to Total Shareholder Return Test) as

Amended and Restated November 30, 2018 by and

between the Company and Robert A. Iger †

Exhibit 10.2 to the Current Report on Form 8-K of

Legacy Disney filed December 3, 2018

10.53 Performance-Based Stock Unit Award (Section 162(m)

Vesting Requirement) for Robert A. Iger dated as of

December 13, 2017 †

Exhibit 10.4 to the Form 10-Q of Legacy Disney for

the quarter ended December 30, 2017

10.54 Performance-Based Restricted Stock Unit Award

Agreement (Three-Year Vesting subject to Total

Shareholder Return/ROIC tests) for Robert A. Iger

dated as of December 14, 2021 †

Exhibit 10.11 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.55 Non-Qualified Stock Option Award Agreement for

Robert A. Iger dated as of December 14, 2021 †

Exhibit 10.12 to the Form 10-Q of the Company for

the quarter ended January 1, 2022

10.56 Form of Performance-Based Restricted Stock Unit

Award Agreement ( Three-Year Vesting subject to

Total Shareholder Return/ROIC Tests) †

Exhibit 10.1 to the Form 10-Q of the Company for

the quarter ended December 28, 2019

10.57 Form of Performance-Based Restricted Stock Unit

Award Agreement ( Three-Year Vesting subject to

Total Shareholder Return/ROIC Tests) †

Filed herewith

10.58 Form of Stock Option Awards Agreement † Filed herewith

10.59 Form of Stock Option Awards Agreement † Filed herewith

10.60 Form of Stock Option Awards Agreement † Filed herewith

10.61 Form of Stock Option Awards Agreement † Filed herewith

10.62 Form of Stock Option Awards Agreement † Filed herewith

10.63 Twenty-First Century Fox, Inc. 2013 Long-Term

Incentive Plan †

Exhibit 10.1 to the Form 8-K of TFCF filed October

18, 2013

10.64 Five-Year Credit Agreement dated as of March 6, 2020 Exhibit 10.2 to the Current Report on Form 8-K of

the Company filed March 11, 2020

10.65 First Amendment dated as of March 4, 2022 to the

Five-Year Credit Agreement dated as of March 6, 2020

Exhibit 10.3 to the Current Report on Form 8-K of

the Company filed March 9, 2022

10.66 Five-Year Credit Agreement dated as of March 4, 2022 Exhibit 10.2 to the Current Report on Form 8-K of

the Company filed March 9, 2022

10.67 364-Day Credit Agreement dated as of March 4, 2022 Exhibit 10.1 to the Current Report on Form 8-K of

the Company filed March 9, 2022

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

21 Subsidiaries of the Company Filed herewith

22 List of Guarantor Subsidiaries Filed herewith

23 Consent of PricewaterhouseCoopers LLP Filed herewith

31(a) Rule 13a-14(a) Certification of Chief Executive

Officer of the Company in accordance with Section

302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Exhibit Location

31(b) Rule 13a-14(a) Certification of Chief Financial Officer

of the Company in accordance with Section 302 of the

Sarbanes-Oxley Act of 2002

Filed herewith

32(a) Section 1350 Certification of Chief Executive Officer

of the Company in accordance with Section 906 of the

Sarbanes-Oxley Act of 2002**

Furnished herewith

32(b) Section 1350 Certification of Chief Financial Officer

of the Company in accordance with Section 906 of the

Sarbanes-Oxley Act of 2002**

Furnished herewith

101 The following materials from the Company’s Annual

Report on Form 10-K for the year ended October 1,

2022 formatted in Inline Extensible Business

Reporting Language (iXBRL): (i) the Consolidated

Statements of Operations, (ii) the Consolidated

Statements of Comprehensive Income, (iii) the

Consolidated Balance Sheets, (iv) the Consolidated

Statements of Cash Flows, (v) the Consolidated

Statements of Equity and (vi) related notes

Filed herewith

104 Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Filed herewith

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted

schedule or exhibit will be furnished supplementally to the SEC upon request.

** A s igned original of this written statement required by Section 906 has b een provided to the Company and will be

retained by the Company and furnished to the SEC or its staff upon request.

† Management contract or compensatory plan or arrangement.

ITEM 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 o r 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE WALT DISNEY COMPANY

(Registrant)

Date: November 29, 2022 By: /s/ ROBERT A. IGER

(Robert A. Iger

Chief Executive Officer and Director)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Principal Executive Officer

/s/ ROBERT A. IGER Chief Executive Officer and Director November 29, 2022

(Robert A. Iger)

Principal Financial and Accounting Officers

/s/ CHRISTINE M. MCCARTHY Senior Executive Vice President

and Chief Financial Officer

November 29, 2022

(Christine M. McCarthy)

/s/ BRENT A. WOODFORD Executive Vice President-Controllership,

Financial Planning and Tax

November 29, 2022

(Brent A. Woodford)

Directors

/s/ SUSAN E. ARNOLD Chairman of the Board and Director November 29, 2022

(Susan E. Arnold)

/s/ MARY T. B ARRA Director November 29, 2022

(Mary T. Barra)

/s/ SAFRA A. CATZ Director November 29, 2022

(Safra A. Catz)

/s/ AMY L. CHANG

Director

November 29, 2022

(Amy L. Chang)

/s/ FRANCIS A. DESOUZA Director November 29, 2022

(Francis A. deSouza)

/s/ CAROLYN N. EVERSON Director November 29, 2022

(Carolyn N. Everson)

/s/ MICHAEL B.G. FROMAN Director November 29, 2022

(Michael B.G. Froman)

/s/ MARIA ELENA L AGOMASINO

Director November 29, 2022

(Maria Elena Lagomasino)

/s/ CALVIN R. MCDONALD

Director November 29, 2022

(Calvin R. McDonald)

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

(Mark G. Parker)

/s/ DERICA W. RICE Director November 29, 2022

(Derica W. Rice)

THE WALT DISNEY COMPANY AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Page

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)

Consolidated Financial Statements of The Walt Disney Company and Subsidiaries

Consolidated Statements of Operations for the Years Ended October 1 , 2022, October 2, 2021 and

October 3, 2020

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended October 1, 2022,

October 2, 2021 and October 3, 2020

Consolidated Balance Sheets as of October 1, 2022 and October 2, 2021

Consolidated Statements of Cash Flows for the Years Ended October 1 , 2022, October 2, 2021 and

October 3, 2020

Consolidated Statements of Shareholders’ Equity for the Years Ended October 1, 2022, October 2, 2021

and October 3, 2020

Notes to Consolidated Financial Statements

All schedules are omitted for the reason that they are not applicable or the required information is included in the financial

statements or notes.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those

policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors

of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation o f f inancial statements prepared for external purposes in accordance with generally accepted

accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

Under the supervision and with the participation of management, including our principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission in 2013. Based on our evaluation under the framework in Internal Control - Integrated Framework, management

concluded that our internal control over financial reporting was effective as of October 1, 2022.

The effectiveness of our internal control over financial reporting as of October 1, 2022 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included

herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of The Walt Disney Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the

“Company”) as o f October 1 , 2022 and October 2, 2021, and the related consolidated statements of operations, of

comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended

October 1, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also h ave

audited the Company’s internal control over financial reporting as of October 1, 2022, based on criteria established in Internal

Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial

position of the Company as of October 1 , 2022 and October 2, 2021, and the results of its operations and its cash flows for each

of the three years in the period ended October 1 , 2022 in conformity with accounting principles generally accepted in the

United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of October 1 , 2022, based o n criteria established in Internal Control - Integrated Framework (2013) issued

by the COSO.

Change in Accounting Principle

As disclosed in the consolidated statements of shareholders’ equity, the Company changed the manner in which it

accounts for leases in fiscal year 2020.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included

in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express

opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting

based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in

all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements. O ur audits also included evaluating the accounting principles u sed and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of

internal control over financial reporting included obtaining an understanding of internal control over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal

control based on the assessed risk. Our audits also included performing such o ther procedures as we considered necessary in the

circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition a nd Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures

that (i) p ertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures o f the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could h ave a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated

financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to

accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a w hole, and we are not, b y communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Amortization of Production Costs

As described in Note 2 and 7 to the consolidated financial statements and disclosed by management, capitalized film and

television production costs are amortized based on whether the content is predominantly monetized individually or as a group.

Production costs for content that is predominantly monetized individually is amortized based upon the ratio of the current

period’s revenues to the estimated remaining total revenues (Ultimate Revenues). For film productions, Ultimate Revenues

include revenues from all sources, which may include imputed license fees for content that is used by the Company’s DTC

streaming services, that w ill be earned within ten years from the date of the initial release for theatrical films. For episodic

television series, Ultimate Revenues include revenues that will be earned within ten years, including imputed license fees for

content that is used on the Company’s DTC streaming services, from delivery of the first episode, or if still in production, five

years from delivery of the most recent episode, if later. Production costs that are predominantly monetized as a group are

amortized based on projected usage (which may be, for example, derived from historical viewership patterns), typically

resulting in an accelerated or straight-line amortization pattern. For the year ended October 1, 2022, the Company recognized

$10,224 million of amortization of produced content costs, which is primarily included in “Cost of services” in the consolidated

statements of operations.

The principal considerations for our determination that performing procedures relating to amortization of production costs

is a critical audit matter are the significant auditor effort in performing procedures and evaluating audit evidence used in the

amortization calculation for production costs monetized individually and as a group, and management’s estimates of Ultimate

Revenues and projected usage.

Addressing the matter involved p erforming procedures and evaluating audit evidence in connection with forming our

overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating

to amortization of production costs, including controls over the estimation of Ultimate Revenues and projected usage. These

procedures also included, among others, (i) testing management’s process for determining the amortization of production costs,

(ii) evaluating whether ultimate revenues for certain content titles were reasonable considering information such as past

performance of comparable titles, future firm commitments to license programs, and current market trends, (iii) evaluating the

accelerated amortization pattern for content predominately monetized as a group, and (iv) testing the completeness and

accuracy of the underlying data used in the amortization calculation for certain titles and for historical viewership data used to

calculate the estimate of projected usage for certain groups.

/s/ PricewaterhouseCoopers LLP

Los A ngeles, California

November 29, 2022

We have served as the Company’s auditor since 1938.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in m illions, except p er share data)

2022 2021 2020

Revenues:

Services

$ 74,200

$ 61,768 $ 59,265

Products

8,522

5,650 6,123

Total revenues

82,722

67,418 65,388

Costs and expenses:

Cost of services (exclusive of depreciation and amortization)

(48,962)

(41,129) (39,406)

Cost of products (exclusive of depreciation and amortization)

(5,439)

(4,002) (4,474)

Selling, general, administrative and other

(16,388)

(13,517) (12,369)

Depreciation and amortization

(5,163)

(5,111) (5,345)

Total costs and expenses

(75,952)

(63,759) (61,594)

Restructuring and impairment charges

(237)

(654) (5,735)

Other income (expense), net

(667)

201 1,038

Interest expense, net

(1,397)

(1,406) (1,491)

Equity in the income of investees

816

761 651

Income (loss) from continuing operations before income taxes

5,285

2,561 (1,743)

Income taxes on continuing operations

(1,732)

(25) (699)

Net income (loss) from continuing operations

3,553

2,536 (2,442)

Loss from discontinued operations, net of income tax benefit of $14, $9 and $10,

respectively

(48)

(29) (32)

Net income (loss)

3,505

2,507 (2,474)

Net income from continuing operations attributable to noncontrolling and redeemable

noncontrolling interests

(360)

(512) (390)

Net income (loss) attributable to The Walt Disney Company (Disney) $ 3,145 $ 1,995 $ (2,864)

Earnings (loss) per share attributable to Disney

(1)

Diluted

Continuing operations $ 1.75 $ 1.11 $ (1.57)

Discontinued operations (0.03) (0.02) (0.02)

$ 1.72 $ 1.09 $ (1.58)

Basic

Continuing operations $ 1.75 $ 1.11 $ (1.57)

Discontinued operations (0.03) (0.02) (0.02)

$ 1.73 $ 1.10 $ (1.58)

Weighted average number of common and common equivalent shares outstanding:

Diluted 1,827 1,828 1,808

Basic 1,822 1,816 1,808

(1)

Total may not equal the sum of the column due to rounding.

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

2022 2021 2020

Net income (loss)

$ 3,505

$ 2,507 $ (2,474)

Other comprehensive income (loss), net of tax:

Market value adjustments, primarily for hedges

735

41 (251)

Pension and postretirement medical plan adjustments

2,503

1,850 (1,476)

Foreign currency translation and other

(1,060)

77 115

Other comprehensive income (loss)

2,178

1,968 (1,612)

Comprehensive income (loss)

5,683

4,475 (4,086)

Net income from continuing operations attributable to noncontrolling interests

(360)

(512) (390)

Other comprehensive income (loss) attributable to noncontrolling interests

143

(86) (93)

Comprehensive income (loss) attributable to Disney

$ 5,466

$ 3,877 $ (4,569)

See Notes to Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

(in m illions, except share data)

October 1,

2022

October 2,

2021

ASSETS

Current assets

Cash and cash equivalents

$ 11,615 $ 15,959

Receivables, net

12,652 13,367

Inventories

1,742 1,331

Content advances

1,890 2,183

Other current assets

1,199 817

Total current assets

29,098 33,657

Produced and licensed content costs

35,777 29,549

Investments

3,218 3,935

Parks, resorts and other property

Attractions, buildings and equipment

66,998 64,892

Accumulated depreciation

(39,356) (37,920)

27,642 26,972

Projects in progress

4,814 4,521

Land

1,140 1,131

33,596 32,624

Intangible assets, net

14,837 17,115

Goodwill

77,897 78,071

Other assets

9,208 8,658

Total assets

$ 203,631 $ 203,609

LIABILITIES AND EQUITY

Current liabilities

Accounts payable and other accrued liabilities

$ 20,213 $ 20,894

Current portion of borrowings

3,070 5,866

Deferred revenue and other

5,790 4,317

Total current liabilities

29,073 31,077

Borrowings

45,299 48,540

Deferred income taxes

8,363 7,246

Other long-term liabilities

12,518 14,522

Commitments and contingencies (Note 14)

Redeemable noncontrolling interests

9,499 9,213

Equity

Preferred stock

— —

Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares

56,398 55,471

Retained earnings

43,636 40,429

Accumulated other comprehensive loss

(4,119) (6,440)

Treasury stock, at cost, 19 million shares

(907)

Total Disney Shareholders’ equity

95,008 88,553

Noncontrolling interests

3,871 4,458

Total equity

98,879 93,011

Total liabilities and equity

$ 203,631 $ 203,609

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

2022 2021 2020

OPERATING ACTIVITIES

Net income (loss) from continuing operations

$ 3,553 $ 2,536 $ (2,442)

Depreciation and amortization

5,163 5,111 5,345

Goodwill and intangible asset impairments

— — 4,953

Net (gain) loss on investments

714 (332) (920)

Deferred income taxes

200 (1,241) (392)

Equity in the income of investees

(816) (761) (651)

Cash distributions received from equity investees

779 754 774

Net change in produced and licensed content costs and advances

(6,271) (4,301) 397

Equity-based compensation

977 600 525

Pension and postretirement medical cost amortization

620 816 547

Other, net

595 190 125

Changes in operating assets and liabilities

Receivables

605 (357) 1,943

Inventories

(420) 252 14

Other assets

(707) 171 (157)

Accounts payable and other liabilities

964 2,410 (2,293)

Income taxes

46 (282) (152)

Cash provided by operations - continuing operations

6,002 5,566 7,616

INVESTING ACTIVITIES

Investments in parks, resorts and other property

(4,943) (3,578) (4,022)

Other, net

(65) 407 172

Cash used in investing activities - continuing operations

(5,008) (3,171) (3,850)

FINANCING ACTIVITIES

Commercial paper payments, net

(334) (26) (3,354)

Borrowings

333 64 18,120

Reduction of borrowings

(4,016) (3,737) (3,533)

Dividends

— — (1,587)

Proceeds from exercise of stock options

127 435 305

Acquisition of redeemable noncontrolling interests

— (350) —

Other, net

(839) (771) (1,471)

Cash provided by (used in) financing activities - continuing operations

(4,729) (4,385) 8,480

CASH FLOWS FROM DISCONTINUED OPERATIONS

Cash provided by operations - discontinued operations

8 12

Cash provided by investing activities - discontinued operations

— 8 213

Cash used in financing activities - discontinued operations

(12) ——

Cash (used in) provided by discontinued operations

(4) 9 215

Impact of exchange rates on cash, cash equivalents and restricted cash

(603) 30 38

Change in cash, cash equivalents and restricted cash

(4,342) (1,951) 12,499

Cash, cash equivalents and restricted cash, beginning of year

16,003 17,954 5,455

Cash, cash equivalents and restricted cash, end of year

$ 11,661 $ 16,003 $ 17,954

Supplemental disclosure of cash flow information:

Interest paid

$ 1,685 $ 1,892 $ 1,559

Income taxes paid

$ 1,097 $ 1,638 $ 738

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions)

Equity Attributable to Disney

Common

Stock

Retained

Earnings

Accumulated

Other

Comprehensive

Income

(Loss)

Treasury

Stock

Total

Disney

Equity

Non-

controlling

Interests

(1)

Total Equity

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

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

Equity compensation activity 8 590———590—590

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

Contributions — —————9494

Adoption of new lease

accounting guidance

— — 197 — — 197 — 197

Distributionsandother —(9)84——75(624) (549)

Balance at October 3, 2020 1,810 $ 54,497 $ 38,315 $ (8,322) $ (907) $ 83,583 $ 4,680 $ 88,263

Comprehensive income — — 1,995 1,882 — 3,877 284 4,161

Equity compensation activity 8 904———904—904

Contributions — —————8989

Cumulative effect of

accounting change

— — 109 — — 109 — 109

Distributionsandother —7010——80(595) (515)

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

Comprehensive income (loss) — — 3,145 2,321 — 5,466 (68) 5,398

Equity compensation activity 6 925———925—925

Contributions — —————7474

Distributionsandother — 262——64(593) (529)

Balance at October 1, 2022 1,824 $ 56,398 $ 43,636 $ (4,119) $ (907) $ 95,008 $ 3,871 $ 98,879

(1)

Excludes redeemable noncontrolling interest.

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except where noted and per share amounts)

1 Description of the Business and Segment Information

The Walt Disney Company, together with the subsidiaries through which businesses are conducted (the Company), is a

diversified worldwide entertainment company with operations in the Disney Media and Entertainment Distribution (DMED)

and Disney Parks, Experiences and Products (DPEP) segments.

The terms “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the

subsidiaries through which businesses are conducted.

Impact of COVID-19

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

variants. COVID-19 and measures to prevent its spread have impacted our segments in a number of ways, most significantly at

DPEP where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. In addition, at

DMED we d elayed, o r in some cases, shortened or cancelled theatrical releases and experienced disruptions in the production

and availability of content. Operations have resumed at various points since May 2020, with certain theme park and resort

operations and f ilm and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021. Although

operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and

safety measures and related increased expenses, capacity restrictions and closures (including at some of our international parks

and in theaters in certain markets), and disruption o f content production activities.

The impact of COVID-19 related disruptions on our financial and operating results will be dictated by the currently

unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in

response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have

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

and talent.

In fiscal 2020, the Company recorded goodwill and intangible asset impairments totaling $5.0 billion, in part due to the

negative impact COVID-19 has had on the International Channels business (see Note 18).

DESCRIPTION O F THE BUSINESS

Disney Media and Entertainment Distribution

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

activities. Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-

Consumer and Content Sales/Licensing. Content is generally created/licensed b y four groups: Studios, General Entertainment,

Sports and International. The distribution organization h as full accountability for the financial results of the entire media and

entertainment business.

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

• Linear Networks

◦ Domestic Channels: ABC Television Network and eight owned ABC television stations (Broadcasting), and

Disney, ESPN (80% interest), Freeform, F X and National Geographic (73% interest) branded domestic television

networks (Cable)

◦ International Channels: Disney, ESPN, Fox, National Geographic and Star branded television networks outside the

U.S.

◦ A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable channels including

A&E, HISTORY and Lifetime

• Direct-to-Consumer

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

streaming services

• Content Sales/Licensing

◦ Sale/licensing of film and television content to third-party television and subscription/advertising video-on-demand

(TV/SVOD) services

◦ Theatrical distribution

◦ Home entertainment distribution (DVD, Blu-ray discs and electronic home video licenses)

◦ Music distribution

◦ Staging and licensing of live entertainment events on Broadway and around the world (Stage Plays)

DMED also includes the following activities that are reported with Content Sales/Licensing:

• Post-production services by Industrial Light & Magic and Skywalker Sound

• National G eographic magazine and online business

• A 30% ownership interest in Tata Play Limited (formerly Tata Sky Limited), which operates a direct-to-home satellite

distribution platform in India

The significant revenues of DMED are as follows:

• Affiliate fees - Fees charged by our Linear Networks to multi-channel video programming distributors (i.e. cable,

satellite, telecommunications and digital over-the-top (e.g. YouTube TV) s ervice providers) (MVPDs) and television

stations affiliated with the ABC Network for the right to deliver our programming to their customers

• Subscription fees - Fees charged to customers/subscribers for our DTC streaming services

• Advertising - Sales of advertising time/space on our Linear Networks and Direct-to-Consumer

• TV/SVOD distribution - Licensing fees and other revenue for the r ight to use our film and television productions and

revenue from fees charged to customers to view our sports programming (“pay-per-view”) and fees for streaming

access to films that are also p laying in theaters (“Premier Access”). TV/SVOD distribution revenue is primarily

reported in Content S ales/Licensing, except for pay-per-view and Premier Access revenues, which are reported in

Direct-to-Consumer.

• Theatrical distribution - Rentals from licensing our film productions to theaters

• Home entertainment - Sale of our film and television content to retailers and distributors in home video formats

• Other content s ales/licensing revenue - Revenues from licensing our music, ticket sales from stage play performances

and fees from licensing our intellectual properties (“IP”) for use in stage plays

• Other revenue - Fees from sub-licensing of sports programming rights (reported in Linear Networks) and sales of post-

production services (reported with Content Sales/Licensing)

The significant expenses of DMED are as follows:

• Operating expenses consist primarily of programming and production costs, technical support costs, operating labor,

distribution costs and costs of sales. Programming and production costs include amortization of licensed programming

rights ( including sports r ights), amortization o f capitalized production costs, subscriber-based f ees for programming