10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 30, 2023

or

☐ 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

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  ☒    No  ¨

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ¨

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 is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

There were 1,834,302,235 shares of common stock outstanding as of January 31, 2024.

Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results; business plans (including statements regarding new services and products and future expenditures, costs and investments); future liabilities and other obligations; impairments and amortization; estimates of financial impact of certain items, accounting treatment, events or circumstances; competition and seasonality on our businesses and results of operations; and capital allocation, including share repurchases and dividends. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “anticipates,” “potential,” “continue” or “assumption” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements reflect our current views with respect to future events and are based on assumptions as of the date of this report. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

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

•the occurrence of subsequent events;

•deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated;

•deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue;

•consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, 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, political or military developments;

•regulatory and legal developments;

•technological developments;

•labor markets and activities, including work stoppages;

•adverse weather conditions or natural disasters; and

•availability of content.

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, including direct-to-consumer 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 our 2023 Annual Report on Form 10-K, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange Commission.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not place undue reliance on the forward-looking statements. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.

2

PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited; in millions, except per share data)

	Quarter Ended
	December 30, 2023		December 31, 2022
Revenues:
Services	$	20,975	$	20,997
Products	2,574		2,515
Total revenues	23,549		23,512
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	(13,922)		(14,781)
Cost of products (exclusive of depreciation and amortization)	(1,665)		(1,605)
Selling, general, administrative and other	(3,783)		(3,827)
Depreciation and amortization	(1,243)		(1,306)
Total costs and expenses	(20,613)		(21,519)
Restructuring and impairment charges	—		(69)
Other expense, net	—		(42)
Interest expense, net	(246)		(300)
Equity in the income of investees	181		191
Income before income taxes	2,871		1,773
Income taxes	(720)		(412)
Net income	2,151		1,361
Net income attributable to noncontrolling interests	(240)		(82)
Net income attributable to Disney	$	1,911	$	1,279
Earnings per share attributable to Disney:
Diluted	$	1.04	$	0.70
Basic	$	1.04	$	0.70
Weighted average number of common and common equivalent shares outstanding:
Diluted	1,835		1,827
Basic	1,832		1,825

See Notes to Condensed Consolidated Financial Statements

3

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in millions)

	Quarter Ended
	December 30, 2023		December 31, 2022
Net income	$	2,151	$	1,361
Other comprehensive income (loss), net of tax:
Market value adjustments for hedges	(319)		(542)
Pension and postretirement medical plan adjustments	(21)		1
Foreign currency translation and other	174		227
Other comprehensive loss	(166)		(314)
Comprehensive income	1,985		1,047
Net income attributable to noncontrolling interests	(240)		(82)
Other comprehensive income attributable to noncontrolling interests	(44)		(45)
Comprehensive income attributable to Disney	$	1,701	$	920

See Notes to Condensed Consolidated Financial Statements

4

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; in millions, except per share data)

	December 30, 2023		September 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	7,192	$	14,182
Receivables, net	14,115		12,330
Inventories	1,954		1,963
Content advances	1,409		3,002
Other current assets	1,301		1,286
Total current assets	25,971		32,763
Produced and licensed content costs	32,725		33,591
Investments	3,084		3,080
Parks, resorts and other property
Attractions, buildings and equipment	72,096		70,090
Accumulated depreciation	(43,575)		(42,610)
	28,521		27,480
Projects in progress	5,618		6,285
Land	1,182		1,176
	35,321		34,941
Intangible assets, net	12,639		13,061
Goodwill	77,066		77,067
Other assets	10,968		11,076
Total assets	$	197,774	$	205,579
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other accrued liabilities	$	18,676	$	20,671
Current portion of borrowings	6,087		4,330
Deferred revenue and other	6,270		6,138
Total current liabilities	31,033		31,139
Borrowings	41,603		42,101
Deferred income taxes	7,041		7,258
Other long-term liabilities	12,596		12,069
Commitments and contingencies (Note 13)
Redeemable noncontrolling interests	—		9,055
Equity
Preferred stock	—		—
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.9 billion shares at December 30, 2023 and 1.8 billion shares at September 30, 2023	57,640		57,383
Retained earnings	47,490		46,093
Accumulated other comprehensive loss	(3,502)		(3,292)
Treasury stock, at cost, 19 million shares	(907)		(907)
Total Disney Shareholders’ equity	100,721		99,277
Noncontrolling interests	4,780		4,680
Total equity	105,501		103,957
Total liabilities and equity	$	197,774	$	205,579

See Notes to Condensed Consolidated Financial Statements

5

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in millions)

	Quarter Ended
	December 30, 2023		December 31, 2022
OPERATING ACTIVITIES
Net income	$	2,151	$	1,361
Depreciation and amortization	1,243		1,306
Deferred income taxes	(51)		(15)
Equity in the income of investees	(181)		(191)
Cash distributions received from equity investees	153		176
Net change in produced and licensed content costs and advances	2,642		558
Equity-based compensation	308		270
Other, net	(64)		(163)
Changes in operating assets and liabilities:
Receivables	(1,554)		(1,423)
Inventories	8		(88)
Other assets	30		(443)
Accounts payable and other liabilities	(1,396)		(2,378)
Income taxes	(1,104)		56
Cash provided by (used in) operations	2,185		(974)
INVESTING ACTIVITIES
Investments in parks, resorts and other property	(1,299)		(1,181)
Other, net	53		(111)
Cash used in investing activities	(1,246)		(1,292)
FINANCING ACTIVITIES
Commercial paper borrowings, net	1,046		799
Borrowings	—		67
Reduction of borrowings	(309)		(1,000)
Contributions from / sale of noncontrolling interest	—		178
Acquisition of redeemable noncontrolling interest	(8,610)		(900)
Other, net	(133)		(187)
Cash used in financing activities	(8,006)		(1,043)
Impact of exchange rates on cash, cash equivalents and restricted cash	79		164
Change in cash, cash equivalents and restricted cash	(6,988)		(3,145)
Cash, cash equivalents and restricted cash, beginning of period	14,235			11,661
Cash, cash equivalents and restricted cash, end of period	$	7,247	$	8,516

See Notes to Condensed Consolidated Financial Statements

6

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions)

	Quarter Ended
	Equity Attributable to Disney
	Shares(1)	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock		Total Disney Equity		Non-controlling  Interests(2)		Total Equity
Balance at September 30, 2023	1,830	$	57,383	$	46,093		$	(3,292)	$	(907)	$	99,277	$	4,680	$	103,957
Comprehensive income (loss)	—	—		1,911			(210)		—		1,701		129		1,830
Equity compensation activity	4	250		—			—		—		250		—		250
Dividends	—	—		(549)			—		—		(549)		—		(549)
Distributions and other	—	7		35			—		—		42		(29)		13
Balance at December 30, 2023	1,834	$	57,640	$	47,490		$	(3,502)	$	(907)	$	100,721	$	4,780	$	105,501
Balance at October 1, 2022	1,824	$	56,398	$	43,636		$	(4,119)	$	(907)	$	95,008	$	3,871	$	98,879
Comprehensive income (loss)	—	—		1,279			(359)		—		920		(16)		904
Equity compensation activity	2	180		—			—		—		180		—		180
Contributions	—	—		—			—		—		—		178		178
Distributions and other	—	1		40			—		—		41		(47)		(6)
Balance at December 31, 2022	1,826	$	56,579	$	44,955		$	(4,478)	$	(907)	$	96,149	$	3,986	$	100,135

(1)Shares are net of treasury shares.

(2)Excludes redeemable noncontrolling interests.

See Notes to Condensed Consolidated Financial Statements

7

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

1.Principles of Consolidation

These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe that we have included all normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the quarter ended December 30, 2023 are not necessarily indicative of the results that may be expected for the year ending September 28, 2024.

The terms “Company,” “Disney,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company, The Walt Disney Company, as well as the subsidiaries through which its various businesses are actually conducted.

These financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K.

Variable Interest Entities

The Company enters into relationships with or makes investments in other entities that may be variable interest entities (VIE). A VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai Disney Resort (together the Asia Theme Parks) are VIEs in which the Company has less than 50% equity ownership. Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-day operating activities and the development of business strategies that we believe most significantly impact the economic performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia Theme Parks in its financial statements.

Redeemable Noncontrolling Interest

Hulu LLC

In November 2023, NBC Universal (NBCU) exercised its right to require the Company to purchase NBCU’s 33% interest in Hulu LLC (Hulu), a direct-to-consumer (DTC) streaming service provider, at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $27.5 billion. In connection with the redemption, the Company will pay NBCU 50% of the future tax benefits from the amortization of the purchase of NBCU’s interest in Hulu that will generally arise over a 15-year period. In December 2023, the Company paid NBCU $8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions.

Based on valuation procedures agreed upon by NBCU and the Company, Hulu’s equity fair value for purposes of determining the redemption payment is not expected to be finalized until later in calendar 2024. If Hulu’s equity fair value is determined to be higher than the guaranteed floor value, the Company is required to pay NBCU its share of the difference between the equity fair value and the guaranteed floor value.

The Company is required to accrete NBCU’s interest to the estimated redemption value and has accreted to the guaranteed floor value. If the redemption value is higher than the guaranteed floor value, we would record the increment as “Net income attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in the Condensed Consolidated Statements of Income. Estimating the redemption value prior to its final determination requires management to make significant judgments related to assessing the fair value of Hulu.

BAMTech LLC

In November 2022, the Company purchased Major League Baseball’s (MLB) 15% redeemable noncontrolling interest in BAMTech LLC (BAMTech), which holds the Company’s domestic DTC sports business, for $900 million (MLB buy-out). MLB’s interest was recorded in the Company’s financial statements at $828 million prior to the MLB buy-out. The $72 million difference was recorded as an increase in “Net income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Income.

8

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

During the three months ended December 31, 2022, Hearst Corporation (Hearst) contributed $178 million to the domestic DTC sports business to fund its 20% share of the MLB buy-out.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.

Reclassifications

Certain reclassifications have been made in the fiscal 2023 financial statements and notes to conform to the fiscal 2024 presentation.

2.Segment Information

The Company’s operations are reported in three segments: Entertainment, Sports and Experiences, for which separate financial information is evaluated regularly by the Chief Executive Officer to allocate resources and assess performance.

Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income/expense, net interest expense, income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees and excludes amortization of intangible assets and the fair value step-up for film and television costs recognized in connection with the acquisition of TFCF Corporation (TFCF) and Hulu in fiscal 2019 (TFCF and Hulu acquisition amortization). Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.

Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.

9

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

Segment revenues and segment operating income are as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Revenues:
Entertainment
Third parties	$	9,881	$	10,584
Intersegment	100		91
	9,981		10,675
Sports
Third parties	4,536		4,383
Intersegment	299		257
	4,835		4,640
Experiences	9,132		8,545
Eliminations	(399)		(348)
Total segment revenues	$	23,549	$	23,512
Segment operating income:
Entertainment	$	874	$	345
Sports	(103)		(164)
Experiences	3,105		2,862
Total segment operating income(1)	$	3,876	$	3,043

(1) Equity in the income of investees is included in segment operating income as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Entertainment	$	171	$	193
Sports	13		3
Experiences	—		(2)
Equity in the income of investees included in segment operating income	184		194
Amortization of TFCF intangible assets related to equity investees	(3)		(3)
Equity in the income of investees, net	$	181	$	191

10

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

A reconciliation of segment operating income to income before income taxes is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Segment operating income	$	3,876	$	3,043
Corporate and unallocated shared expenses	(308)		(280)
Restructuring and impairment charges(1)	—		(69)
Other expense, net(2)	—		(42)
Interest expense, net	(246)		(300)
TFCF and Hulu acquisition amortization(3)	(451)		(579)
Income before income taxes	$	2,871	$	1,773

(1)See Note 16 for a discussion of amounts in restructuring and impairment charges.

(2)See Note 4 for a discussion of amounts in other expense, net.

(3)TFCF and Hulu acquisition amortization is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Amortization of intangible assets	$	380	$	417
Step-up of film and television costs	68		159
Intangibles related to TFCF equity investees	3		3
	$	451	$	579

Goodwill

The changes in the carrying amount of goodwill are as follows:

	Entertainment		Sports		Experiences		Total
Balance at September 30, 2023	$	55,031	$	16,486	$	5,550	$	77,067
Currency translation adjustments and other, net	(1)		—		—		(1)
Balance at December 30, 2023	$	55,030	$	16,486	$	5,550	$	77,066

11

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

3.Revenues

The following table presents our revenues by segment and major source:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,766	$	2,669	$	—	$	(293)	$	4,142
Subscription fees	4,507		415		—		—		4,922
Advertising	1,997		1,351		—		—		3,348
Theme park admissions	—		—		2,982		—		2,982
Resort and vacations	—		—		2,118		—		2,118
Retail and wholesale sales of merchandise, food and beverage	—		—		2,477		—		2,477
Merchandise licensing	192		—		967		—		1,159
TV/VOD distribution licensing	536		57		—		—		593
Theatrical distribution licensing	251		—		—		—		251
Home entertainment	209		—		—		—		209
Other	523		343		588		(106)		1,348
	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,873	$	2,653	$	—	$	(266)	$	4,260
Subscription fees	3,861		379		—		—		4,240
Advertising	2,180		1,262		1		—		3,443
Theme park admissions	—		—		2,641		—		2,641
Resort and vacations	—		—		1,980		—		1,980
Retail and wholesale sales of merchandise, food and beverage	—		—		2,382		—		2,382
Merchandise licensing	191		—		952		—		1,143
TV/VOD distribution licensing	724		76		—		—		800
Theatrical distribution licensing	1,140		—		—		—		1,140
Home entertainment	185		—		—		—		185
Other	521		270		589		(82)		1,298
	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

    The following table presents our revenues by segment and primary geographical markets:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	7,588	$	4,358	$	7,037	$	(399)	$	18,584
Europe	1,409		179		1,022		—		2,610
Asia Pacific	984		298		1,073		—		2,355
Total revenues	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	8,150	$	4,315	$	6,854	$	(348)	$	18,971
Europe	1,499		126		1,015		—		2,640
Asia Pacific	1,026		199		676		—		1,901
Total revenues	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

Revenues recognized in the current and prior-year periods from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on TV/VOD licenses for titles made available to the licensee in previous reporting periods. For the quarter ended December 30, 2023, $0.3 billion was recognized related to performance obligations satisfied as of September 30, 2023. For the quarter ended December 31, 2022, $0.3 billion was recognized related to performance obligations satisfied as of October 1, 2022.

12

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

As of December 30, 2023, revenue for unsatisfied performance obligations expected to be recognized in the future is $14 billion, primarily for IP or advertising time to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, television station affiliates, DTC wholesalers, advertisers and sports sublicensees. Of this amount, we expect to recognize approximately $5 billion in the remainder of fiscal 2024, $5 billion in fiscal 2025, $2 billion in fiscal 2026 and $2 billion thereafter. These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less (such as most advertising contracts) or (ii) licenses of IP that are solely based on the sales of the licensee.

When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations). Consideration due under contracts with payment in arrears is recognized as accounts receivable. Deferred revenues are recognized as (or when) the Company performs under the contract. The Company’s contract assets and activity for the current and prior-year periods were not material.

Accounts receivable and deferred revenues from contracts with customers are as follows:

	December 30, 2023		September 30, 2023
Accounts receivable
Current	$	11,810	$	10,279
Non-current	1,191		1,212
Allowance for credit losses	(156)		(154)
Deferred revenues
Current	5,641		5,568
Non-current	952		977

For the quarter ended December 30, 2023, the Company recognized revenue of $3.4 billion that was included in the September 30, 2023 deferred revenue balance. For the quarter ended December 31, 2022, the Company recognized revenue of $3.4 billion that was included in the October 1, 2022 deferred revenue balance. Amounts deferred generally relate to theme park admissions and vacation packages, DTC subscriptions and advances related to merchandise and TV/VOD licenses.

We evaluate our allowance for credit losses and estimate collectability of current and non-current 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, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The Company has accounts receivable with original maturities greater than one year related to the sale of film and television program rights (TV/VOD licensing) and vacation club properties. These receivables are discounted to present value at contract inception and the related revenues are recognized at the discounted amount. The balance of TV/VOD licensing receivables recorded in other non-current assets was $0.5 billion at December 30, 2023 and $0.6 billion at September 30, 2023. The balance of vacation club receivables recorded in other non-current assets was $0.7 billion at both December 30, 2023 and September 30, 2023. The allowance for credit losses for TV/VOD licensing and vacation club receivables and related activity for the periods ended December 30, 2023 and September 30, 2023 were not material.

13

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

4.Other Expense, net

Other expense, net is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
DraftKings loss	$	—	$	(70)
Other	—		28
Other expense, net	$	—	$	(42)

In the prior-year quarter, the Company recognized a $70 million non-cash loss to adjust its investment in DraftKings, Inc. (DraftKings) to fair value.

5.Cash, Cash Equivalents, Restricted Cash and Borrowings

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the amounts reported in the Condensed Consolidated Statements of Cash Flows.

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	7,192	$	14,182
Restricted cash included in other assets	55		53
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	7,247	$	14,235

Borrowings

During the quarter ended December 30, 2023, the Company’s borrowing activity was as follows: 

	September 30, 2023		Borrowings		Payments		Other Activity		December 30, 2023
Commercial paper with original maturities less than three months	$	289	$	542	$	—	$	5	$	836
Commercial paper with original maturities greater than three months	1,187		754		(250)		16		1,707
U.S. dollar denominated notes	43,504		—		(295)		(39)		43,170
Asia Theme Parks borrowings	1,308		—		(14)		50		1,344
Foreign currency denominated debt and other(1)	143		—		—		490		633
	$	46,431	$	1,296	$	(559)	$	522	$	47,690

(1)The other activity is attributable to market value adjustments for debt with qualifying hedges.

At December 30, 2023, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:

	Committed Capacity		Capacity Used		Unused Capacity
Facility expiring March 2024	$	5,250	$	—	$	5,250
Facility expiring March 2025	3,000		—		3,000
Facility expiring March 2027	4,000		—		4,000
Total	$	12,250	$	—	$	12,250

These facilities allow for borrowings at rates based on the Secured Overnight Financing Rate (SOFR), and at other variable rates for non-U.S. dollar denominated borrowings, plus a fixed spread that varies with the Company’s debt ratings assigned by Moody’s Investors Service and Standard and Poor’s ranging from 0.655% to 1.225%. The bank facilities contain

14

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

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. On December 30, 2023, the Company met this covenant by a significant margin. The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default. The Company also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility. As of December 30, 2023, the Company has $1.7 billion of outstanding letters of credit, of which none were issued under this facility.

Cruise Ship Credit Facilities

The Company has credit facilities to finance a significant portion of the contract price of two new cruise ships, which are scheduled to be delivered in fiscal 2025 and fiscal 2026. Under the facilities, $1.1 billion became available beginning in August 2023 and $1.1 billion is available beginning in August 2024. Each tranche of financing may be utilized within a period of 18 months from the initial availability date. If utilized, the interest rates will be fixed at 3.80% and 3.74%, respectively, and the loan and interest will be payable semi-annually over a 12-year period from the borrowing date. Early repayment is permitted subject to cancellation fees.

Interest expense, net

Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 9) are reported net in the Condensed Consolidated Statements of Income and consist of the following:

	Quarter Ended
	December 30, 2023		December 31, 2022
Interest expense	$	(528)	$	(465)
Interest and investment income	182		79
Net periodic pension and postretirement benefit costs (other than service costs)	100		86
Interest expense, net	$	(246)	$	(300)

Interest and investment income includes gains and losses on certain publicly traded and non-public investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.

6.International Theme Parks

The Company has a 48% ownership interest in the operations of Hong Kong Disneyland Resort and a 43% ownership interest in the operations of Shanghai Disney Resort. The Asia Theme Parks together with Disneyland Paris are collectively referred to as the International Theme Parks.

The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets:

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	426	$	504
Other current assets	184		159
Total current assets	610		663
Parks, resorts and other property	6,212		6,150
Other assets	223		234
Total assets	$	7,045	$	7,047
Current liabilities	$	710	$	720
Long-term borrowings	1,344		1,308
Other long-term liabilities	398		392
Total liabilities	$	2,452	$	2,420

15

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the quarter ended December 30, 2023:

Revenues	$	1,362
Costs and expenses	(1,123)

Asia Theme Parks’ royalty and management fees of $67 million for the quarter ended December 30, 2023 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.

International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the quarter ended December 30, 2023 were $352 million provided by operating activities, $239 million used in investing activities and $12 million used in financing activities.

Hong Kong Disneyland Resort

The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52% and a 48% equity interest in Hong Kong Disneyland Resort, respectively.

The Company and HKSAR have provided loans to Hong Kong Disneyland Resort with outstanding balances of $166 million and $111 million, respectively. The interest rate on both loans is three month HIBOR plus 2%, and the scheduled maturity date is September 2025. The Company’s loan is eliminated in consolidation.

The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.7 billion ($346 million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2028. The line of credit was fully repaid during the quarter ended December 30, 2023. The Company’s line of credit is eliminated in consolidation.

Shanghai Disney Resort

Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57% and 43% equity interests in Shanghai Disney Resort, respectively. A management company, in which the Company has a 70% interest and Shendi a 30% interest, operates Shanghai Disney Resort.

The Company has provided Shanghai Disney Resort with loans totaling $978 million, bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. The Company has also provided Shanghai Disney Resort with a 1.9 billion yuan (approximately $0.3 billion) line of credit bearing interest at 8%. The line of credit was fully repaid during the quarter ended December 30, 2023. These balances are eliminated in consolidation.

Shendi has provided Shanghai Disney Resort with loans totaling 8.8 billion yuan (approximately $1.2 billion), bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a 2.6 billion yuan (approximately $0.4 billion) line of credit bearing interest at 8%. The line of credit was fully repaid during the quarter ended December 30, 2023.

7.Produced and Acquired/Licensed Content Costs and Advances

The Company classifies its capitalized produced and acquired/licensed content costs as long-term assets and classifies advances for live programming rights made prior to the live event as short-term assets. For purposes of amortization and impairment, the capitalized content costs are classified based on their predominant monetization strategy as follows:

•Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g. theatrical revenues or sales to third-party television programmers)

•Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g. subscription revenue for a DTC service or affiliate fees for a cable television network)

16

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

Total capitalized produced and licensed content by predominant monetization strategy is as follows:

	As of December 30, 2023						As of September 30, 2023
	Predominantly Monetized Individually		Predominantly Monetized as a Group		Total		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Produced content
Released, less amortization	$	4,911	$	13,725	$	18,636	$	4,968	$	13,555	$	18,523
Completed, not released	—		1,713		1,713		70		1,786		1,856
In-process	3,157		5,394		8,551		3,331		6,120		9,451
In development or pre-production	262		132		394		279		133		412
	$	8,330	$	20,964	29,294		$	8,648	$	21,594	30,242
Licensed content - Television programming rights and advances					4,840						6,351
Total produced and licensed content					$	34,134					$	36,593
Current portion					$	1,409					$	3,002
Non-current portion					$	32,725					$	33,591

Amortization of produced and licensed content is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Produced content
Predominantly monetized individually	$	768	$	1,157
Predominantly monetized as a group	1,794		2,160
	2,562		3,317
Licensed programming rights and advances	4,590		4,539
Total produced and licensed content costs(1)	$	7,152	$	7,856

(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.

8.Income Taxes

Unrecognized Tax Benefits

The Company’s gross unrecognized tax benefits (before interest and penalties) at both December 30, 2023 and September 30, 2023, were $2.5 billion. In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters, which would reduce our unrecognized tax benefits by $0.3 billion.

17

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

9.Pension and Other Benefit Programs

The components of net periodic benefit cost (income) are as follows:

	Pension Plans				Postretirement Medical Plans
	Quarter Ended				Quarter Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Service costs	$	62	$	65	$	—	$	1
Other costs (benefits):
Interest costs	208		196		14		20
Expected return on plan assets	(284)		(288)		(14)		(15)
Amortization of previously deferred service costs	2		2		(22)		—
Recognized net actuarial loss	5		5		(9)		(6)
Total other costs (benefits)	(69)		(85)		(31)		(1)
Net periodic benefit cost (income)	$	(7)	$	(20)	$	(31)	$	—

During the quarter ended December 30, 2023, the Company did not make any material contributions to its pension and postretirement medical plans and does not currently expect to make any material contributions for the remainder of fiscal 2024. Final minimum funding requirements for fiscal 2024 will be determined based on a January 1, 2024 funding actuarial valuation, which is expected to be received in the fourth quarter of fiscal 2024.

10.Earnings Per Share

Diluted earnings per share amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period and are calculated using the treasury stock method for equity-based compensation awards (Awards). A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:

	Quarter Ended
	December 30, 2023	December 31, 2022
Shares (in millions):
Weighted average number of common and common equivalent shares outstanding (basic)	1,832	1,825
Weighted average dilutive impact of Awards	3	2
Weighted average number of common and common equivalent shares outstanding (diluted)	1,835	1,827
Awards excluded from diluted earnings per share	39	26

11.Equity

On November 30, 2023, the Board of Directors declared a cash dividend of $0.30 per share ($549 million) with respect to the second half of fiscal 2023, which was paid in January 2024 to shareholders of record as of December 11, 2023.

On February 7, 2024, the Board of Directors declared a cash dividend of $0.45 per share with respect to the first half of fiscal 2024, which will be paid on July 25, 2024 to shareholders of record as of July 8, 2024.

Effective February 7, 2024, the Board of Directors authorized a new share repurchase program for the Company to repurchase a total of 400 million shares of its common stock. The Company plans to target repurchases of $3 billion in fiscal 2024. The repurchase program does not have an expiration date.

18

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

The following tables summarize the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, before tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	259	$	(2,172)	$	(1,974)	$	(3,887)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(277)		(3)		137		(143)
Reclassifications of realized net (gains) losses to net income	(140)		(24)		—		(164)
Balance at December 30, 2023	$	(158)	$	(2,199)	$	(1,837)	$	(4,194)
First quarter of fiscal 2023
Balance at October 1, 2022	$	804	$	(3,770)	$	(2,014)	$	(4,980)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(475)		—		146		(329)
Reclassifications of realized net (gains) losses to net income	(218)		1		42		(175)
Balance at December 31, 2022	$	111	$	(3,769)	$	(1,826)	$	(5,484)

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
Tax on AOCI
First quarter of fiscal 2024
Balance at September 30, 2023	$	(64)	$	517	$	142	$	595
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	66		—		(7)		59
Reclassifications of realized net (gains) losses to net income	32		6		—		38
Balance at December 30, 2023	$	34	$	523	$	135	$	692
First quarter of fiscal 2023
Balance at October 1, 2022	$	(179)	$	901	$	139	$	861
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	100		—		8		108
Reclassifications of realized net (gains) losses to net income	51		—		(14)		37
Balance at December 31, 2022	$	(28)	$	901	$	133	$	1,006

19

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, after tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	195	$	(1,655)	$	(1,832)	$	(3,292)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(211)		(3)		130		(84)
Reclassifications of realized net (gains) losses to net income	(108)		(18)		—		(126)
Balance at December 30, 2023	$	(124)	$	(1,676)	$	(1,702)	$	(3,502)
First quarter of fiscal 2023
Balance at October 1, 2022	$	625	$	(2,869)	$	(1,875)	$	(4,119)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(375)		—		154		(221)
Reclassifications of realized net (gains) losses to net income	(167)		1		28		(138)
Balance at December 31, 2022	$	83	$	(2,868)	$	(1,693)	$	(4,478)

Details about AOCI components reclassified to net income are as follows:

Gain (loss) in net income:	Affected line item in the Condensed Consolidated Statements of Operations:	Quarter Ended
		December 30, 2023		December 31, 2022
Market value adjustments, primarily cash flow hedges	Primarily revenue	$	140	$	218
Estimated tax	Income taxes	(32)		(51)
		108		167
Pension and postretirement medical expense	Interest expense, net	24		(1)
Estimated tax	Income taxes	(6)		—
		18		(1)
Foreign currency translation and other	Restructuring and impairment charges	—		(42)
Estimated tax	Income taxes	—		14
		—		(28)
Total reclassifications for the period		$	126	$	138

20

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

12.Equity-Based Compensation

Compensation expense related to stock options and restricted stock units (RSUs) is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Stock options	$	17	$	19
RSUs	291		251
Total equity-based compensation expense(1)	$	308	$	270
Equity-based compensation expense capitalized during the period	$	44	$	36

(1)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.

Unrecognized compensation cost related to unvested stock options and RSUs was $137 million and $2.8 billion, respectively, as of December 30, 2023.

During the quarters ended December 30, 2023 and December 31, 2022, the weighted average grant date fair values for options granted were $32.06 and $34.71, respectively, and for RSUs were $93.87 and $91.89, respectively.

During the quarter ended December 30, 2023, the Company made equity compensation grants consisting of 2.7 million stock options and 15.7 million RSUs.

13.Commitments and Contingencies

Legal Matters

On May 12, 2023, a private securities class action lawsuit was filed in the U.S. District Court for the Central District of California against the Company, its former Chief Executive Officer, Robert Chapek, its former Chief Financial Officer, Christine M. McCarthy, and the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). On November 6, 2023, a consolidated complaint was filed in the same action, adding Robert Iger, the Company’s Chief Executive Officer, as a defendant. Claims in the Securities Class Action include (i) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, (ii) violations of Section 20A of the Exchange Act against Iger and McCarthy, and (iii) violations of Section 20(a) of the Exchange Act against all defendants. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning, and a scheme to conceal, accurate costs and subscriber growth of the Disney+ platform. The Company intends to defend against the lawsuit vigorously and filed a motion to dismiss the complaint for failure to state a claim on December 21, 2023. Plaintiffs filed their opposition on February 5, 2024, and the Company may file a reply brief by March 5, 2024. The lawsuit is in the early stages and at this time we cannot reasonably estimate the amount of any potential loss.

Three shareholder derivative complaints have been filed. The first, in which Hugues Gervat is the plaintiff, was filed on August 4, 2023, in the U.S. District Court for the Central District of California. The second, in which Stourbridge Investments LLC is the plaintiff, was filed on August 23, 2023 in the U.S. District Court for the District of Delaware. And the third, in which Audrey McAdams is the Plaintiff, was filed on December 15, 2023, in the U.S. District Court for the Central District of California. Each named The Walt Disney Company as a nominal defendant and alleged claims on its behalf against the Company’s Chief Executive Officer, Robert Iger; its former Chief Executive Officer, Robert Chapek; its former Chief Financial Officer, Christine M. McCarthy; the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel, and ten current and former members of the Disney Board (Susan E. Arnold; Mary T. Barra; Safra A. Catz; Amy L. Chang; Francis A. deSouza; Michael B.G. Froman; Maria Elena Lagomasino; Calvin R. McDonald; Mark G. Parker; and Derica W. Rice). Along with alleged violations of Sections 10(b), 14(a), 20(a), and Rule 10b-5 of the Securities Exchange Act, premised on the same allegations as the Securities Class Action, plaintiffs in both actions sought to recover for alleged breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste. On October 24, 2023, the Stourbridge action was voluntarily dismissed and, on November 16, 2023, was refiled in Delaware state court alleging analogous theories of liability based on state law. On October 30, 2023, the Gervat action was stayed pending a ruling on the motion to dismiss filed in the Securities Class Action. The Stourbridge action was likewise stayed under an order entered December 12, 2023. The Company intends to defend against these lawsuits vigorously. The lawsuits are in the early stages, and at this time we cannot reasonably estimate the amount of any potential loss.

21

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

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 believe that the Company has incurred a probable material loss by reason of any of those actions.

14.Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:

Level 1 - Quoted prices for identical instruments in active markets

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement Level:

	Fair Value Measurement at December 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	145	$	—	$	145
Derivatives
Foreign exchange	—		668		—		668
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,459)		—		(1,459)
Foreign exchange	—		(565)		—		(565)
Other	—		(4)		—		(4)
Other	—		(539)		—		(539)
Total recorded at fair value	$	—	$	(1,736)	$	—	$	(1,736)
Fair value of borrowings	$	—	$	44,075	$	1,370	$	45,445

	Fair Value Measurement at September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	46	$	128	$	—	$	174
Derivatives
Foreign exchange	—		1,336		—		1,336
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,791)		—		(1,791)
Foreign exchange	—		(815)		—		(815)
Other	—		(13)		—		(13)
Other	—		(465)		—		(465)
Total recorded at fair value	$	46	$	(1,602)	$	—	$	(1,556)
Fair value of borrowings	$	—	$	40,123	$	1,333	$	41,456

22

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

The fair value of Level 2 investments are primarily determined based on an internal valuation model that uses observable inputs such as stock trading price, volatility and risk free rate.

The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is mitigated by master netting agreements and collateral posting arrangements with certain counterparties, had an impact on derivative fair value estimates that was not material.

Level 2 other liabilities are primarily arrangements that are valued based on the fair value of underlying investments, which are generally measured using Level 1 and Level 2 fair value techniques.

Level 2 borrowings, which include commercial paper, U.S. dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.

Level 3 borrowings include the Asia Theme Park borrowings, which are valued based on the current borrowing cost and credit risk of the Asia Theme Parks as well as prevailing market interest rates.

The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values.

15.Derivative Instruments

The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.

The Company’s derivative positions measured at fair value are summarized in the following tables:

	As of December 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	399	$	206	$	(155)	$	(100)
Interest rate	—		—		(1,459)		—
Other	1		1		(3)		(1)
Derivatives not designated as hedges
Foreign exchange	59		4		(245)		(65)
Other	16		145		—		—
Gross fair value of derivatives	475		356		(1,862)		(166)
Counterparty netting	(372)		(195)		463		104
Cash collateral (received) paid	(13)		—		1,106		—
Net derivative positions	$	90	$	161	$	(293)	$	(62)

23

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

	As of September 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	595	$	338	$	(123)	$	(93)
Interest rate	—		—		(1,791)		—
Other	12		6		—		—
Derivatives not designated as hedges
Foreign exchange	384		19		(520)		(79)
Other	—		128		(13)		—
Gross fair value of derivatives	991		491		(2,447)		(172)
Counterparty netting	(770)		(262)		900		132
Cash collateral (received) paid	(123)		(7)		1,257		—
Net derivative positions	$	98	$	222	$	(290)	$	(40)

Interest Rate Risk Management

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.

The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings. The total notional amount of the Company’s pay-floating interest rate swaps at both December 30, 2023 and September 30, 2023 was $13.5 billion.

The following table summarizes fair value hedge adjustments to hedged borrowings:

	Carrying Amount of Hedged Borrowings				Fair Value Adjustments Included in Hedged Borrowings
	December 30, 2023		September 30, 2023		December 30, 2023		September 30, 2023
Borrowings:
Current	$	2,381	$	1,439	$	(60)	$	(59)
Long-term	10,296		10,748		(1,253)		(1,694)
	$	12,677	$	12,187	$	(1,313)	$	(1,753)

The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) on:
Pay-floating swaps	$	432	$	71
Borrowings hedged with pay-floating swaps	(432)		(71)
Benefit (expense) associated with interest accruals on pay-floating swaps	(154)		(95)

The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at December 30, 2023 or at September 30, 2023, and gains and losses related to pay-fixed interest rate swaps recognized in earnings for the quarters ended December 30, 2023 and December 31, 2022 were not material.

24

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

Foreign Exchange Risk Management

The Company transacts business globally and is subject to risks associated with foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with changes in foreign currency exchange rates, enabling management to focus on core business operations.

The Company enters into option and forward contracts to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment. The principal currencies hedged are the euro, Canadian dollar, Japanese yen, British pound and Chinese yuan. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.

The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of December 30, 2023 and September 30, 2023, the notional amounts of the Company’s net foreign exchange cash flow hedges were $9.5 billion and $8.3 billion, respectively. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months total $230 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) recognized in Other Comprehensive Income	$	(264)	$	(502)
Gain (loss) reclassified from AOCI into the Statements of Operations(1)	141		222

(1)Primarily recorded in revenue.

The Company designates cross currency swaps as fair value hedges of foreign currency denominated borrowings. The impact from the change in foreign currency on both the cross currency swap and borrowing is recorded to “Interest expense, net.” The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross currency swap. As of both December 30, 2023 and September 30, 2023, the total notional amount of the Company’s designated cross currency swaps was Canadian $1.3 billion ($1.0 billion). The related gains or losses recognized in earnings were not material for the quarters ended December 30, 2023 and December 31, 2022.

Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting. The net notional amounts of these foreign exchange contracts at December 30, 2023 and September 30, 2023 were $2.9 billion and $3.1 billion, respectively. The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income:

	Costs and Expenses				Interest expense, net				Income Tax Expense
Quarter Ended:	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Net gains (losses) on foreign currency denominated assets and liabilities	$	35	$	145	$	(23)	$	(18)	$	(46)	$	(88)
Net gains (losses) on foreign exchange risk management contracts not designated as hedges	(126)		(213)		21		18		42		70
Net gains (losses)	$	(91)	$	(68)	$	(2)	$	—	$	(4)	$	(18)

Commodity Price Risk Management

The Company is subject to the volatility of commodities prices and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of commodity purchases. The notional amount of these commodities contracts at December 30, 2023 and September 30, 2023 and

25

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited; tabular dollars in millions, except for per share data)

related gains or losses recognized in earnings for the quarters ended December 30, 2023 and December 31, 2022 were not material.

Risk Management – Other Derivatives Not Designated as Hedges

The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for hedge accounting. These contracts, which include certain total return swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings. The notional amounts of these contracts at December 30, 2023 and September 30, 2023 were $0.5 billion and $0.4 billion, respectively. The related gains or losses recognized in earnings were not material for the quarters ended December 30, 2023 and December 31, 2022.

Contingent Features and Cash Collateral

The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty were $1.5 billion and $1.6 billion at December 30, 2023 and September 30, 2023, respectively.

16.Restructuring and Impairment Charges

In the prior-year quarter ended December 31, 2022, the Company recognized restructuring charges of $69 million related to exiting our businesses in Russia. These charges are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income.

17.New Accounting Pronouncements

Improvements to Reportable Segments Disclosures

In November 2023, the FASB issued guidance that enhances reportable segment disclosures by requiring the disclosure of significant expenses that are regularly provided to the chief operating decision maker (CODM) and included in the segment’s measure of profit or loss. It also requires an explanation of how the CODM uses the segment’s measure of profit or loss to assess segment performance and allocate resources. The guidance is effective for the Company beginning in fiscal year 2025 for annual periods and beginning in fiscal year 2026 for interim periods and requires retrospective adoption (with early adoption permitted). The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance that enhances income tax disclosures. The new guidance requires an expanded rate reconciliation and the disaggregation of cash taxes paid by U.S. federal, U.S. state and foreign jurisdictions and eliminates certain disclosures related to uncertain tax benefits. The guidance is effective for annual periods beginning with the Company’s 2026 fiscal year (with early adoption permitted). The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

ORGANIZATION OF INFORMATION

Management’s Discussion and Analysis provides a narrative of the Company’s financial performance and condition that should be read in conjunction with the accompanying financial statements. It includes the following sections:

•Consolidated Results

•Current Quarter Results Compared to Prior-Year Quarter

•Seasonality

•Business Segment Results

•Corporate and Unallocated Shared Expenses

•Financial Condition

•Commitments and Contingencies

•Other Matters

•DTC Product Descriptions, Key Definitions and Supplemental Information

•Supplemental Guarantor Financial Information

•Market Risk

CONSOLIDATED RESULTS

	Quarter Ended				% Change Better (Worse)
(in millions, except per share data)	December 30, 2023		December 31, 2022
Revenues:
Services	$	20,975	$	20,997	—  %
Products	2,574		2,515		2  %
Total revenues	23,549		23,512		—  %
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	(13,922)		(14,781)		6  %
Cost of products (exclusive of depreciation and amortization)	(1,665)		(1,605)		(4) %
Selling, general, administrative and other	(3,783)		(3,827)		1  %
Depreciation and amortization	(1,243)		(1,306)		5  %
Total costs and expenses	(20,613)		(21,519)		4  %
Restructuring and impairment charges	—		(69)		100  %
Other expense, net	—		(42)		100  %
Interest expense, net	(246)		(300)		18  %
Equity in the income of investees	181		191		(5) %
Income before income taxes	2,871		1,773		62  %
Income taxes	(720)		(412)		(75) %
Net income	2,151		1,361		58  %
Net income attributable to noncontrolling interests	(240)		(82)		>(100) %
Net income attributable to Disney	$	1,911	$	1,279	49  %
Diluted earnings per share attributable to Disney	$	1.04	$	0.70	49  %

CURRENT QUARTER RESULTS COMPARED TO PRIOR-YEAR QUARTER

Revenues for the quarter were comparable to the prior-year quarter at $23.5 billion; net income attributable to Disney increased to $1.9 billion in the current quarter compared to $1.3 billion in the prior-year quarter; and diluted earnings per share (EPS) attributable to Disney increased to $1.04 compared to $0.70 in the prior-year quarter. The EPS increase was primarily due to higher operating income at Entertainment, Experiences and, to a lesser extent, Sports.

27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Revenues

Service revenues for the quarter were comparable to prior-year quarter at $21.0 billion as lower theatrical distribution revenue and, to a lesser extent, lower TV/VOD distribution revenue were largely offset by higher DTC subscription revenue and increased revenues at our theme parks and resorts.

Product revenues for the quarter increased 2%, or $0.1 billion, to $2.6 billion due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts.

Costs and expenses

Cost of services for the quarter decreased 6%, or $0.9 billion, to $13.9 billion primarily due to lower programming and production costs and, to a lesser extent, lower technical support costs, partially offset by the impact of inflation and increased volumes at our theme parks and resorts. The decrease in programming and production costs was due to lower amortization resulting from lower theatrical and TV/VOD distribution revenue and a decrease in programming and production cost amortization at Entertainment Linear Networks and Direct-to-Consumer, partially offset by Sports.

Cost of products for the quarter increased 4%, or $0.1 billion, to $1.7 billion due to higher sales volumes of merchandise, food and beverage and cost inflation at our theme parks and resorts.

Selling, general, administrative and other costs decreased 1% to $3.8 billion, primarily due to lower marketing costs.

Depreciation and amortization decreased 5% to $1.2 billion due to lower TFCF and Hulu acquisition amortization and lower depreciation at Experiences.

Restructuring and impairment charges

In the prior-year quarter, the Company recognized charges of $69 million related to exiting our businesses in Russia.

Other expense, net

Other expense, net in the prior-year quarter included a DraftKings loss of $70 million, partially offset by a $28 million gain on the sale of a business.

Interest expense, net

Interest expense, net is as follows:

	Quarter Ended
(in millions)	December 30, 2023		December 31, 2022		% Change Better (Worse)
Interest expense	$	(528)	$	(465)	(14) %
Interest income, investment income and other	282		165		71  %
Interest expense, net	$	(246)	$	(300)	18  %

The increase in interest expense was due to higher average rates, partially offset by lower average debt balances.

The increase in interest income, investment income and other was driven by higher interest income on cash balances reflecting an increase in interest rates.

Equity in the Income of Investees

Income from equity investees decreased $10 million, to $181 million from $191 million, due to lower income from A+E Television Networks.

28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Income Taxes

	Quarter Ended
	December 30, 2023			December 31, 2022
Income before income taxes	$	2,871		$	1,773
Income tax	720			412
Effective income tax rate	25.1		%	23.2		%

The increase in the effective income tax rate was due to the impact of adjustments related to prior years, which was unfavorable in the current quarter and favorable in the prior-year quarter, partially offset by lower effective tax rates on foreign earnings compared to the prior-year quarter.

Noncontrolling Interests

	Quarter Ended
(in millions)	December 30, 2023		December 31, 2022		% Change Better (Worse)
Net income attributable to noncontrolling interests	$	(240)	$	(82)	>(100) %

The increase in net income attributable to noncontrolling interests was primarily due to improved results at our Asia Theme Parks, the accretion of Hulu’s noncontrolling interest to the amount paid to NBCU in December 2023 (see Note 1 to the Condensed Consolidated Financial Statements) and, to a lesser extent, improved results at ESPN, partially offset by the comparison to the impact of the prior year purchase of Major League Baseball’s 15% interest in BAMTech LLC.

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

Certain Items Impacting Results in the Quarter

Results for the quarter ended December 30, 2023 were impacted by the following:

•TFCF and Hulu acquisition amortization of $451 million

Results for the quarter ended December 31, 2022 were impacted by the following:

•TFCF and Hulu acquisition amortization of $579 million

•Impairment charges of $69 million

•Other expense, net of $42 million due to the DraftKings loss of $70 million, partially offset by a $28 million gain on the sale of a business

A summary of the impact of these items on EPS is as follows:

(in millions, except per share data)	Pre-Tax Income (Loss)		Tax Benefit (Expense)(1)		After-Tax Income (Loss)		EPS Favorable (Adverse)(2)
Quarter Ended December 30, 2023:
TFCF and Hulu acquisition amortization	$	(451)	$	106	$	(345)	$	(0.18)
Quarter Ended December 31, 2022:
TFCF and Hulu acquisition amortization	$	(579)	$	135	$	(444)	$	(0.24)
Restructuring and impairment charges	(69)		8		(61)		(0.03)
Other expense, net	(42)		16		(26)		(0.01)
Total	$	(690)	$	159	$	(531)	$	(0.29)

(1)Tax benefit (expense) amounts are determined using the tax rate applicable to the individual item.

(2)EPS is net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to rounding.

SEASONALITY

The Company’s businesses are subject to the effects of seasonality. Consequently, the operating results for the quarter ended December 30, 2023 for each business segment, and for the Company as a whole, are not necessarily indicative of results to be expected for the full year.

29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Entertainment revenues are subject to seasonal advertising patterns, changes in viewership and subscriber levels, timing and performance of film releases in the theatrical and home entertainment markets, and the timing of and demand for film and television programs. In general, domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months. Affiliate revenues vary with the subscriber trends of multi-channel video programming distributors (i.e. cable, satellite telecommunications and digital over-the-top service providers). Theatrical release dates are determined by several factors, including competition and the timing of vacation and holiday periods.

Sports revenues are subject to seasonal advertising patterns, changes in viewership and subscriber levels, and the availability of and demand for sports programming. 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).

Experiences revenues fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel and leisure activities, which generally results in higher revenues during the Company’s first and fourth fiscal quarters, 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. In addition, theme park and resort revenues may be higher during significant celebrations such as theme park or character anniversaries and lower in the periods following such celebrations. Consumer products revenue fluctuates with consumer purchasing behavior, which generally results in higher revenues during the Company’s first fiscal quarter due to the winter holiday season. In addition, licensing revenues fluctuate with the timing and performance of our film and television content.

BUSINESS SEGMENT RESULTS - Current Quarter Results Compared to Prior-Year Quarter

The Company evaluates the performance of its operating businesses based on segment revenue and segment operating income.

The following table presents revenues from our operating segments:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Entertainment	$	9,981	$	10,675	(7) %
Sports	4,835		4,640		4  %
Experiences	9,132		8,545		7  %
Eliminations (1)	(399)		(348)		(15) %
Revenues	$	23,549	$	23,512	—  %

(1)Reflects fees paid by Direct-to-Consumer to Sports and other Entertainment businesses for the right to air their linear networks on Hulu Live and fees paid by Entertainment to Sports to program sports on the ABC Network and Star+.

The following table presents income from our operating segments and other components of income before income taxes:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Entertainment operating income	$	874	$	345	>100  %
Sports operating loss	(103)		(164)		37  %
Experiences operating income	3,105		2,862		8  %
Corporate and unallocated shared expenses	(308)		(280)		(10) %
Restructuring and impairment charges	—		(69)		100  %
Other expense, net	—		(42)		100  %
Interest expense, net	(246)		(300)		18  %
TFCF and Hulu acquisition amortization	(451)		(579)		22  %
Income before income taxes	$	2,871	$	1,773	62  %

30

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Depreciation expense is as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Entertainment	$	163	$	154	(6) %
Sports	11		10		(10) %
Experiences
Domestic	424		452		6  %
International	171		164		(4) %
Total Experiences	595		616		3  %
Corporate	54		48		(13) %
Total depreciation expense	$	823	$	828	1  %

Amortization of intangible assets is as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Entertainment	$	13	$	34	62  %
Sports	—		—		nm
Experiences	27		27		—  %
TFCF and Hulu intangible assets	380		417		9  %
Total amortization of intangible assets	$	420	$	478	12  %

Entertainment

Revenue and operating results for the Entertainment segment are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues:
Linear Networks	$	2,803	$	3,202	(12) %
Direct-to-Consumer	5,546		4,822		15  %
Content Sales/Licensing and Other	1,632		2,651		(38) %
	$	9,981	$	10,675	(7) %
Segment operating income (loss):
Linear Networks	$	1,236	$	1,330	(7) %
Direct-to-Consumer	(138)		(984)		86  %
Content Sales/Licensing and Other	(224)		(1)		>(100) %
	$	874	$	345	>100  %

Revenues

The decrease in Entertainment revenues was due to lower theatrical distribution revenue and, to a lesser extent, decreases in TV/VOD distribution, advertising and affiliate revenue. These decreases were partially offset by subscription revenue growth.

Operating income

The increase in operating income was due to improved results at Direct-to-Consumer, partially offset by a decline at Content Sales/Licensing and Other.

31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Linear Networks

Operating results for Linear Networks are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues
Affiliate fees	$	1,766	$	1,873	(6) %
Advertising	994		1,267		(22) %
Other	43		62		(31) %
Total revenues	2,803		3,202		(12) %
Operating expenses	(1,171)		(1,462)		20  %
Selling, general, administrative and other	(557)		(591)		6  %
Depreciation and amortization	(12)		(12)		—  %
Equity in the income of investees	173		193		(10) %
Operating Income	$	1,236	$	1,330	(7) %

Revenues - Affiliate fees

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Domestic	$	1,480	$	1,557	(5) %
International	286		316		(9) %
	$	1,766	$	1,873	(6) %

The decrease in domestic affiliate revenue was due to a decrease of 10% from fewer subscribers, including the impact of the non-carriage of certain networks by an affiliate, partially offset by an increase of 5% from higher contractual rates.

Lower international affiliate revenue was primarily attributable to a decrease of 7% from fewer subscribers.

Revenues - Advertising

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Domestic	$	706	$	980	(28) %
International	288		287		—  %
	$	994	$	1,267	(22) %

The decline in domestic advertising revenue reflected decreases of 15% from fewer impressions, driven by a decrease at ABC Network, and 11% from lower rates primarily attributable to a decrease in political advertising at the owned television stations. Fewer network impressions were in part due to the impact of the guild strikes on our programming schedule primarily due to a shift of units to the Sports segment reflecting the simulcast of certain NFL games.

Revenues - Other

Other revenue decreased $19 million, to $43 million from $62 million, primarily due to an unfavorable movement of the U.S. dollar against major currencies including the impact of our hedging program (Foreign Exchange Impact).

32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Operating expenses

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Programming and production costs
Domestic	$	(760)	$	(1,027)	26  %
International	(183)		(163)		(12) %
Total programming and production costs	(943)		(1,190)		21  %
Other operating expenses	(228)		(272)		16  %
	$	(1,171)	$	(1,462)	20  %

The decrease in domestic programming and production costs was primarily due to fewer hours of scripted programming in the current quarter, reflecting the impact of the guild strikes. Scripted programming was primarily replaced with lower average cost non-scripted programming as well as ESPN on ABC sports programming, the costs of which are recognized in the Sports segment.

International programming and production costs increased primarily due to inflation.

The decrease in other operating expenses included lower technology and distribution costs.

Selling, general, administrative and other

Selling, general, administrative and other costs decreased $34 million, to $557 million from $591 million, due to lower marketing costs.

Equity in the Income of Investees

Income from equity investees decreased $20 million, to $173 million from $193 million, primarily due to lower income from A+E Television Networks driven by decreases in advertising and affiliate revenue, partially offset by a gain on the sale of an investment.

Operating Income from Linear Networks

Operating income from Linear Networks decreased $94 million, to $1,236 million from $1,330 million, due to decreases at our domestic and international businesses and lower income from equity investees.

Supplemental revenue and operating income

The following table provides supplemental revenue and operating income detail for Linear Networks:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Supplemental revenue detail
Domestic	$	2,210	$	2,565	(14) %
International	593		637		(7) %
	$	2,803	$	3,202	(12) %
Supplemental operating income detail
Domestic	$	838	$	879	(5) %
International	225		258		(13) %
Equity in the income of investees	173		193		(10) %
	$	1,236	$	1,330	(7) %

33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Direct-to-Consumer

Operating results for Direct-to-Consumer are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues
Subscription fees	$	4,507	$	3,861	17  %
Advertising	974		866		12  %
Other	65		95		(32) %
Total revenues	5,546		4,822		15  %
Operating expenses	(4,493)		(4,623)		3  %
Selling, general, administrative and other	(1,121)		(1,087)		(3) %
Depreciation and amortization	(70)		(96)		27  %
Operating Loss	$	(138)	$	(984)	86  %

Revenues - Subscription fees

Growth in subscription fees in the current quarter compared to the prior-year quarter reflected increases of 13% from higher rates attributable to increases in retail pricing at Disney+ Core and, to a lesser extent, Hulu, and 4% from more subscribers, due to growth at Disney+ Core and Hulu.

Revenues - Advertising

Higher advertising revenue in the current quarter compared to the prior-year quarter reflected an increase of 23% from higher impressions, partially offset by a decrease of 11% from lower rates attributable to a decrease at Hulu. The increase in impressions was due to airing more hours of International Cricket Council (ICC) cricket programming compared to the prior-year quarter, growth of the U.S. ad-supported Disney+ service, which launched in December 2022, and higher impressions at Hulu due to more units delivered.

Revenues - Other

The decrease in other revenue was due to an unfavorable Foreign Exchange Impact.

Key metrics

In addition to revenue, costs and operating income, management uses the following key metrics to analyze trends and evaluate the overall performance of Disney+(1) and Hulu(1), and we believe these metrics are useful to investors in analyzing the business:

Paid subscribers(1) at:				% Change Better (Worse)
(in millions)	December 30, 2023	September 30, 2023	December 31, 2022	Dec. 30, 2023 vs. Sept. 30, 2023	Dec. 30, 2023 vs. Dec. 31, 2022
Disney+
Domestic (U.S. and Canada)	46.1	46.5	46.6	(1) %	(1) %
International (excluding Disney+ Hotstar)(1)	65.2	66.1	57.7	(1) %	13  %
Disney+ Core(2)	111.3	112.6	104.3	(1) %	7  %
Disney+ Hotstar	38.3	37.6	57.5	2  %	(33) %
Hulu
SVOD Only	45.1	43.9	43.5	3  %	4  %
Live TV + SVOD	4.6	4.6	4.5	—  %	2  %
Total Hulu(2)	49.7	48.5	48.0	2  %	4  %

34

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Average Monthly Revenue Per Paid Subscriber(1):

	Quarter Ended						% Change Better (Worse)
	December 30, 2023		September 30, 2023		December 31, 2022		Dec. 30, 2023 vs. Sept. 30, 2023	Dec. 30, 2023 vs. Dec. 31, 2022
Disney+
Domestic (U.S. and Canada)	$	8.15	$	7.50	$	5.95	9  %	37  %
International (excluding Disney+ Hotstar)(1)	5.91		6.10		5.62		(3) %	5  %
Disney+ Core	6.84		6.70		5.77		2  %	19  %
Disney+ Hotstar	1.28		0.70		0.74		83  %	73  %
Hulu
SVOD Only	12.29		12.11		12.46		1  %	(1) %
Live TV + SVOD	93.61		90.08		87.90		4  %	6  %

(1)See discussion on page 50 —DTC Product Descriptions, Key Definitions and Supplemental Information.

(2)Total may not equal the sum of the column due to rounding.

Average Monthly Revenue Per Paid Subscriber - First Quarter of Fiscal 2024 Comparison to Fourth Quarter of Fiscal 2023

Domestic Disney+ average monthly revenue per paid subscriber increased from $7.50 to $8.15 due to increases in retail pricing, partially offset by a higher mix of subscribers to promotional offerings.

International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber decreased from $6.10 to $5.91 due to a higher mix of subscribers to promotional offerings.

Disney+ Hotstar average monthly revenue per paid subscriber increased from $0.70 to $1.28 due to higher advertising revenue and increases in retail pricing, partially offset by a higher mix of subscribers from lower-priced markets.

Hulu SVOD Only average monthly revenue per paid subscriber increased from $12.11 to $12.29 due to increases in retail pricing, partially offset by lower per-subscriber advertising revenue and a higher mix of subscribers to promotional offerings.

Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $90.08 to $93.61 due to increases in retail pricing.

Average Monthly Revenue Per Paid Subscriber - First Quarter of Fiscal 2024 Comparison to First Quarter of Fiscal 2023

Domestic Disney+ average monthly revenue per paid subscriber increased from $5.95 to $8.15 due to increases in retail pricing and higher advertising revenue, partially offset by a higher mix of subscribers to multi-product offerings.

International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber increased from $5.62 to $5.91 due to increases in retail pricing and a favorable Foreign Exchange Impact, partially offset by a higher mix of subscribers to promotional offerings.

Disney+ Hotstar average monthly revenue per paid subscriber increased from $0.74 to $1.28 due to higher advertising revenue and increases in retail pricing, partially offset by a higher mix of subscribers from lower-priced markets.

Hulu SVOD Only average monthly revenue per paid subscriber decreased from $12.46 to $12.29 reflecting lower per-subscriber advertising revenue, a higher mix of subscribers to multi-product offerings, lower per-subscriber premium add-on revenue and a higher mix of subscribers to promotional offerings, partially offset by increases in retail pricing.

Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $87.90 to $93.61 due to increases in retail pricing, partially offset by lower per-subscriber advertising revenue.

35

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Operating expenses

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Programming and production costs
Hulu	$	(2,126)	$	(2,106)	(1) %
Disney+ and other	(1,459)		(1,556)		6  %
Total programming and production costs	(3,585)		(3,662)		2  %
Other operating expense	(908)		(961)		6  %
	$	(4,493)	$	(4,623)	3  %

Higher programming and production costs at Hulu in the current quarter compared to the prior-year quarter were due to more content provided on the service and higher subscriber-based fees for programming the Live TV service. These increases were partially offset by lower average costs per hour of content available on the service. The increase in subscriber-based fees for programming the Live TV service was attributable to rate increases and more subscribers.

The decrease in programming and production costs at Disney+ and other in the current quarter compared to the prior-year quarter was due to lower average costs per hour of content available on Disney+, partially offset by more content provided on the service and higher costs for ICC cricket programming. The increase in costs for ICC cricket programming was attributable to higher average costs per match and more matches aired.

The decrease in other operating expense was due to lower technology and distribution spend reflecting the impact of cost saving initiatives.

Selling, general, administrative and other

Selling, general, administrative and other costs increased $34 million, to $1,121 million from $1,087 million, due to an increase in marketing costs at Hulu.

Depreciation and amortization

Depreciation and amortization decreased $26 million, to $70 million from $96 million driven by assets that were fully depreciated.

Operating Loss from Direct-to-Consumer

The operating loss from Direct-to-Consumer decreased $846 million, to $138 million from $984 million, due to a lower loss at Disney+ and higher operating income at Hulu.

Content Sales/Licensing and Other

Operating results for Content Sales/Licensing and Other are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues
TV/VOD distribution	$	522	$	713	(27) %
Theatrical distribution	251		1,140		(78) %
Home entertainment distribution	209		185		13  %
Other	650		613		6  %
Total revenues	1,632		2,651		(38) %
Operating expenses	(1,175)		(1,850)		36  %
Selling, general, administrative and other	(585)		(722)		19  %
Depreciation and amortization	(94)		(80)		(18) %
Equity in the income (loss) of investees	(2)		—		nm
Operating Loss	$	(224)	$	(1)	>(100) %

36

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Revenues - TV/VOD distribution

The decrease in TV/VOD distribution revenue was due to lower sales of episodic content.

Revenues - Theatrical distribution

The decrease in theatrical distribution revenue was due to the performance of The Marvels in the current quarter compared to Avatar: The Way of Water and Black Panther: Wakanda Forever in the prior-year quarter. Other titles released in the current quarter included Wish while the prior-year quarter included Strange World.

Revenues - Other

The increase in other revenue was driven by higher revenue at Lucasfilm’s special effects business.

Operating expenses

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Programming and production costs	$	(990)	$	(1,605)	38  %
Distribution costs and cost of goods sold	(185)		(245)		24  %
	$	(1,175)	$	(1,850)	36  %

The decrease in programming and production costs was due to lower production cost amortization attributable to the decreases in theatrical and, to a lesser extent, TV/VOD distribution revenues, partially offset by an increase in film cost impairments.

The decrease in distribution costs and cost of goods sold was driven by lower theatrical distribution costs, partially offset by an increase at Lucasfilm’s special effects business.

Selling, general, administrative and other

Selling, general, administrative and other costs decreased $137 million, to $585 million from $722 million, primarily due to lower theatrical marketing costs reflecting fewer significant releases in the current quarter.

Operating Loss from Content Sales/Licensing and Other

Operating loss from Content Sales/Licensing and Other increased $223 million to $224 million from $1 million primarily due to lower theatrical distribution results.

Items Excluded from Segment Operating Income Related to Entertainment

The following table presents supplemental information for items related to the Entertainment segment that are excluded from segment operating income:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
TFCF and Hulu acquisition amortization(1)	$	(353)	$	(480)	26  %
Restructuring and impairment charges(2)	—		(69)		100  %
Gain on sale of a business	—		28		(100) %

(1)In the current quarter, amortization of intangible assets was $282 million and amortization of step-up on film and television costs was $68 million. In the prior-year quarter, amortization of intangible assets was $318 million and amortization of step-up on film and television costs was $159 million.

(2)Charges for the prior-year quarter related to exiting our businesses in Russia.

37

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Sports

Operating results for Sports are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues
Affiliate fees	$	2,669	$	2,653	1  %
Advertising	1,351		1,262		7  %
Subscription fees	415		379		9  %
Other	400		346		16  %
Total revenues	4,835		4,640		4  %
Operating expenses	(4,599)		(4,501)		(2) %
Selling, general, administrative and other	(341)		(296)		(15) %
Depreciation and amortization	(11)		(10)		(10) %
Equity in the income of investees	13		3		>100  %
Operating Loss	$	(103)	$	(164)	37  %

Revenues - Affiliate fees

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
ESPN
Domestic	$	2,339	$	2,328	—  %
International	265		256		4  %
	2,604		2,584		1  %
Star (India)	65		69		(6) %
	$	2,669	$	2,653	1  %

Domestic ESPN affiliate revenue was comparable to the prior-year quarter as an increase of 6% from higher contractual rates was offset by a decrease of 6% from fewer subscribers.

The increase in international ESPN affiliate revenue was due to an increase of 41% from higher contractual rates, partially offset by decreases of 20% from fewer subscribers and 13% from an unfavorable Foreign Exchange Impact.

Revenues - Advertising

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
ESPN
Domestic	$	1,118	$	1,138	(2) %
International	49		52		(6) %
	1,167		1,190		(2) %
Star (India)	184		72		>100  %
	$	1,351	$	1,262	7  %

Lower domestic ESPN advertising revenue was due to decreases of 1% from lower rates and 1% from fewer impressions. These decreases reflected the timing of College Football Playoff (CFP) games relative to our fiscal period, partially offset by the benefits from the timing of the week 17 NFL game that aired in the current quarter compared to the second quarter of the prior year and the simulcast of certain NFL games on the ABC Network. The timing of CFP games reflected the airing of three CFP host games compared to the airing of two host games and two semi-final games in the prior-year quarter.

38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

The increase in Star advertising revenue in the current quarter compared to the prior-year quarter was due to higher impressions, partially offset by lower rates. Higher impressions were due to increases in average units delivered and average viewership, both of which reflected the airing of more hours of ICC cricket programming compared to the prior-year quarter.

Revenues - Subscription fees

Subscription fees increased $36 million, to $415 million from $379 million, due to increases of 6% from higher rates and 3% from more subscribers.

Revenues - Other

Other revenue increased $54 million, to $400 million from $346 million, due to higher sub-licensing fees from ICC cricket programming.

Key Metrics

In addition to revenue, costs and operating income, management uses the following key metrics to analyze trends and evaluate the overall performance of ESPN+(1), and we believe these metrics are useful to investors in analyzing the business:

	Quarter Ended						% Change Better (Worse)
	December 30, 2023		September 30, 2023		December 31, 2022		Dec. 30, 2023 vs. Sept. 30, 2023	Dec. 30, 2023 vs. Dec. 31, 2022
Paid subscribers(1) at (in millions)	25.2		26.0		24.9		(3) %	1  %
Average Monthly Revenue per Paid Subscriber(1) for the quarter end	$	6.09	$	5.34	$	5.53	14  %	10  %

(1)See discussion on page 50 —DTC Product Descriptions, Key Definitions and Supplemental Information.

Average Monthly Revenue Per Paid Subscriber - First Quarter of Fiscal 2024 Comparison to Fourth Quarter of Fiscal 2023

ESPN+ average monthly revenue per paid subscriber increased from $5.34 to $6.09 due to increases in retail pricing and higher advertising revenue.

Average Monthly Revenue Per Paid Subscriber - First Quarter of Fiscal 2024 Comparison to First Quarter of Fiscal 2023

ESPN+ average monthly revenue per paid subscriber increased from $5.53 to $6.09 due to increases in retail pricing and higher advertising revenue.

Operating expenses

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Programming and production costs
ESPN
Domestic	$	(3,389)	$	(3,649)	7  %
International	(306)		(270)		(13) %
	(3,695)		(3,919)		6  %
Star (India)	(684)		(326)		>(100) %
	(4,379)		(4,245)		(3) %
Other operating expenses	(220)		(256)		14  %
	$	(4,599)	$	(4,501)	(2) %

Domestic ESPN programming and production costs decreased in the current quarter compared to the prior-year quarter due to lower CFP rights costs attributable to the timing of games relative to our fiscal periods.

Higher international ESPN programming and production costs were attributable to a new contract for soccer programming rights and an increase in production costs due to inflation, partially offset by a favorable Foreign Exchange Impact.

The increase in Star programming and production costs reflected higher rights costs for ICC cricket programming due to an increase in average costs per match and more matches aired.

39

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Other operating expenses decreased $36 million, to $220 million from $256 million, primarily due to lower technology and distribution costs.

Selling, general, administrative and other

Selling, general, administrative and other costs increased $45 million, to $341 million from $296 million, reflecting the comparison to the gain on the sale of an interest in our X Games business in the prior-year quarter and an unfavorable Foreign Exchange Impact.

Operating Loss from Sports

Operating loss decreased $61 million, to $103 million from $164 million, due to an improvement at domestic ESPN, partially offset by lower results at Star and, to a lesser extent, international ESPN.

Supplemental revenue and operating income

The following table provides supplemental revenue and operating income (loss) detail for Sports:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Supplemental revenue detail
ESPN
Domestic	$	4,073	$	4,049	1  %
International	363		358		1  %
	4,436		4,407		1  %
Star (India)	399		233		71  %
	$	4,835	$	4,640	4  %
Supplemental operating income (loss) detail
ESPN
Domestic	$	255	$	(41)	nm
International	(56)		3		nm
	199		(38)		nm
Star (India)	(315)		(129)		>(100) %
Equity in the income of investees	13		3		>100  %
	$	(103)	$	(164)	37  %

Items Excluded from Segment Operating Income Related to Sports

The following table presents supplemental information for items related to the Sports segment that are excluded from segment operating income:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
TFCF acquisition amortization(1)	$	(96)	$	(97)	1  %

(1)Amortization of intangible assets

40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Experiences

Operating results for the Experiences segment are as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Revenues
Theme park admissions	$	2,982	$	2,641	13  %
Resorts and vacations	2,118		1,980		7  %
Parks & Experiences merchandise, food and beverage	2,103		1,980		6  %
Merchandise licensing and retail	1,341		1,355		(1) %
Parks licensing and other	588		589		—  %
Total revenues	9,132		8,545		7  %
Operating expenses	(4,480)			(4,139)	(8) %
Selling, general, administrative and other	(925)		(899)		(3) %
Depreciation and amortization	(622)		(643)		3  %
Equity in the loss of investees	—		(2)		nm
Operating Income	$	3,105	$	2,862	8  %

Revenues - Theme park admissions

Theme park admissions revenue growth was due to increases of 10% from higher average per capita ticket revenue and 3% from attendance growth. Attendance growth reflected an increase at our international parks attributable to higher attendance at Shanghai Disney Resort and Hong Kong Disneyland Resort, partially offset by a decrease in attendance at Disneyland Paris. Shanghai Disney Resort was open for all of the current quarter compared to 58 days in the prior-year quarter as a result of COVID-19 related closures. At our domestic parks, an increase in attendance at Disneyland Resort was largely offset by a decrease at Walt Disney World Resort.

Revenues - Resorts and vacations

Higher resorts and vacations revenue was primarily due to increases of 3% from higher average ticket prices for cruise line sailings and 2% from additional passenger cruise days.

Revenues - Park & Experiences merchandise, food and beverage

Parks & Experiences merchandise, food and beverage revenue growth reflected increases of 5% from higher volume and 1% from guest spending growth. Higher volume was attributable to an increase at our international parks and experiences due to growth at Shanghai Disney Resort and, to a lesser extent, at Hong Kong Disneyland Resort.

Revenues - Merchandise licensing and retail

Lower merchandise licensing and retail revenue was due to decreases of 4% from retail and 1% from an unfavorable Foreign Exchange Impact, partially offset by an increase of 4% from licensing. Lower retail revenue was due to a decrease in online sales. The increase in licensing revenue was attributable to higher sales of products based on Spider-Man and Mickey and Friends, partially offset by a decrease in sales of products based on Star Wars.

41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Key metrics

In addition to revenue, costs and operating income, management uses the following key metrics to analyze trends and evaluate the overall performance of our theme parks and resorts, and we believe these metrics are useful to investors in analyzing the business:

	Domestic		International(1)		Total(1)
	Quarter Ended		Quarter Ended		Quarter Ended
	Dec. 30, 2023	Dec. 31, 2022	Dec. 30, 2023	Dec. 31, 2022	Dec. 30, 2023	Dec. 31, 2022
Parks
Increase (decrease)
Attendance(2)	—  %	11  %	30  %	13  %	8  %	12  %
Per Capita Guest Spending(3)	4  %	8  %	12  %	24  %	2  %	10  %
Hotels
Occupancy(4)	85  %	88  %	80  %	67  %	84  %	83  %
Available Hotel Room Nights (in thousands)(5)	2,547	2,520	799	799	3,346	3,319
Change in Per Room Guest Spending(6)	1  %	1  %	3  %	4  %	1  %	2  %

(1)Per capita guest spending growth rate and per room guest spending growth rate exclude the impact of changes in foreign 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 day 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 used 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 is defined as the total number of room nights that are available at our hotels and at Disney Vacation Club (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. In the third quarter of the prior fiscal year, the Company revised its method of allocating revenue on the sales of Disneyland Paris vacation packages between hotel room revenue and admissions revenue. The new method resulted in a decrease in the percentage of revenue allocated to hotel rooms. If we had applied the new method in the prior-year quarter, the impact would have been a decrease of approximately $17 million in the prior-year quarter.

Operating expenses

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Operating labor	$	(2,000)	$	(1,789)	(12) %
Infrastructure costs	(797)		(722)		(10) %
Cost of goods sold and distribution costs	(904)		(912)		1  %
Other operating expense	(779)		(716)		(9) %
	$	(4,480)	$	(4,139)	(8) %

Higher operating labor was primarily due to inflation. The increase in infrastructure costs was driven by higher operations support costs and increased costs for new guest offerings. Higher other operating expense was primarily attributable to inflation, increased costs for new guest offerings and higher operations support costs.

42

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Selling, general, administrative and other

Selling, general, administrative and other costs increased $26 million, to $925 million from $899 million. The increase included the impact of inflation and higher costs for new guest offerings, partially offset by the comparison to a loss in the prior-year quarter on the disposal of our ownership interest in Villages Nature.

Depreciation and amortization

Depreciation and amortization decreased $21 million, to $622 million from $643 million, due to lower depreciation at our domestic parks and experiences.

Operating Income from Experiences

Segment operating income increased from $2,862 million to $3,105 million due to growth at our international parks and resorts.

Supplemental revenue and operating income

The following table presents supplemental revenue and operating income detail for the Experiences segment:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Supplemental revenue detail
Parks & Experiences
Domestic	$	6,297	$	6,072	4  %
International	1,476		1,094		35  %
Consumer Products	1,359		1,379		(1) %
	$	9,132	$	8,545	7  %
Supplemental operating income detail
Parks & Experiences
Domestic	$	2,077	$	2,113	(2) %
International	328		79		>100  %
Consumer Products	700		670		4  %
	$	3,105	$	2,862	8  %

CORPORATE AND UNALLOCATED SHARED EXPENSES

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Corporate and unallocated shared expenses	$	(308)	$	(280)	(10) %

Corporate and unallocated shared expenses increased $28 million for the quarter, from $280 million to $308 million, primarily due to higher rent expense and inflation.

FINANCIAL CONDITION

The change in cash and cash equivalents is as follows:

	Quarter Ended				% Change Better (Worse)
(in millions)	December 30, 2023		December 31, 2022
Cash provided by (used in) operations	$	2,185	$	(974)	nm
Cash used in investing activities	(1,246)		(1,292)		4  %
Cash used in financing activities	(8,006)		(1,043)		>(100) %
Impact of exchange rates on cash, cash equivalents and restricted cash	79		164		(52) %
Change in cash, cash equivalents and restricted cash	$	(6,988)	$	(3,145)	>(100) %

43

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Operating Activities

Cash provided by operations increased $3,159 million to $2,185 million for the current quarter compared to cash used in operations of $974 million in the prior-year quarter. The increase was due to lower film and television production spending reflecting the impact of the guild strikes in the current quarter, the timing of payments for sports rights and lower collateral payments related to our hedging program. These increases were partially offset by the deferral of fiscal 2023 federal and California tax payments into the current quarter pursuant to relief provided by the Internal Revenue Service and California State Board of Equalization as a result of 2023 winter storms in California.

Produced and licensed programming costs

The Entertainment and Sports segments incur costs to produce and license film, episodic, sports 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 sports and general entertainment 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 film and television production and programming activity for the quarters ended December 30, 2023 and December 31, 2022 are as follows:

	Quarter Ended
(in millions)	December 30, 2023		December 31, 2022
Beginning balances:
Produced and licensed programming assets	$	36,593	$	37,667
Programming liabilities	(3,792)		(3,940)
	32,801		33,727
Spending:
Programming licenses and rights	2,710		3,547
Produced film and television content	1,800		3,751
	4,510		7,298
Amortization:
Programming licenses and rights	(4,590)		(4,539)
Produced film and television content	(2,562)		(3,317)
	(7,152)		(7,856)
Change in produced and licensed content costs	(2,642)		(558)
Other non-cash activity	(7)		(178)
Ending balances:
Produced and licensed programming assets	34,134		37,566
Programming liabilities	(3,982)		(4,575)
	$	30,152	$	32,991

The Company currently expects its fiscal 2024 spend on produced and licensed content, including sports rights, to be approximately $24 billion compared to fiscal 2023 spend of $27 billion.

44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Investing Activities

Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture activity. The Company’s investing activities for the quarters ended December 30, 2023 and December 31, 2022 are as follows:

	Quarter Ended
(in millions)	December 30, 2023		December 31, 2022
Investments in parks, resorts and other property:
Entertainment	$	309	$	273
Sports	—		6
Experiences
Domestic	571		519
International	244		219
Total Experiences	815		738
Corporate	175		164
Total investments in parks, resorts and other property	1,299		1,181
Cash used in (provided by) other investing activities, net	(53)		111
Cash used in investing activities	$	1,246	$	1,292

Capital expenditures at the Entertainment segment 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 the Experiences segment are principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and technology. The increase in the current quarter compared to the prior-year quarter was due to higher spend on new attractions and cruise ship fleet expansion.

Capital expenditures at Corporate primarily reflect investments in corporate facilities, technology and equipment.

The Company currently expects its fiscal 2024 capital expenditures to total approximately $6 billion compared to fiscal 2023 capital expenditures of $5 billion. The increase in capital expenditures is primarily due to higher spending at Experiences, in part due to continued investment in our Disney Cruise Line business.

Financing Activities

Financing activities for the quarters ended December 30, 2023 and December 31, 2022 are as follows:

	Quarter Ended
(in millions)	December 30, 2023		December 31, 2022
Change in borrowings	$	737	$	(134)
Activities related to noncontrolling and redeemable noncontrolling interest(1)	(8,610)		(722)
Cash used in other financing activities, net	(133)		(187)
Cash used in financing activities	$	(8,006)	$	(1,043)

(1)Activities related to noncontrolling and redeemable noncontrolling interests in the current and prior-year quarter were due to payments for redeemable noncontrolling interests in Hulu and BAMTech, respectively (see Note 1 to the Condensed Consolidated Financial Statements).

See Note 5 to the Condensed Consolidated Financial Statements for a summary of the Company’s borrowing activities during the quarter ended December 30, 2023 and information regarding the Company’s bank facilities. The Company may use cash balances, operating cash flows, commercial paper borrowings up to the amount of its unused $12.25 billion bank facilities and incremental term debt issuances to retire or refinance other borrowings before or as they come due.

See Note 11 to the Condensed Consolidated Financial Statements for a summary of dividends declared and shares authorized for repurchase in fiscal 2024. There were no dividends or share repurchases in fiscal 2023.

The Company’s operating cash flow and access to the capital markets can be impacted by factors outside of its control. 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, contractual obligations, upcoming debt maturities as well as future capital

45

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

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 raising additional financing, reducing or not declaring future dividends; reducing capital spending; reducing film and episodic 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 by certain credit metrics such as leverage and interest coverage ratios. As of December 30, 2023, 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 A- 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. On December 30, 2023, 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.

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 a country have reduced and in the future could reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.

Our objectives in managing exposure to commodity fluctuations are to use 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.

COMMITMENTS AND CONTINGENCIES

Legal Matters

As disclosed in Note 13 to the Condensed Consolidated Financial Statements, the Company has exposure for certain legal matters.

46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Guarantees

See Note 14 to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K.

Tax Matters

As disclosed in Note 9 to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K, the Company has exposure for certain tax matters.

Contractual Commitments

See Note 14 to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K.

OTHER MATTERS

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 in the 2023 Annual Report on Form 10-K.

Produced and Acquired/Licensed Content Costs

We amortize and test for impairment of capitalized film and television production costs based on whether the content is predominantly monetized individually or as a group. See Note 7 to the Condensed 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 particular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a film’s release 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 streaming services, 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 factor affecting estimates of Ultimate Revenues is 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.

Production costs classified as individual are tested for impairment at the individual title level by comparing that title’s unamortized costs to the present value of discounted cash flows directly attributable to the title. To the extent the title’s unamortized costs exceed the present value of discounted cash flows, an impairment charge is recorded for the excess.

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 pattern. 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. Historical viewing patterns are the most significant input into determining the projected usage, and significant judgment is required in using historical viewing patterns to derive projected usage. If projected usage changes we may need to accelerate or slow the recognition of amortization expense.

Cost of content that is predominantly monetized as a group is tested for impairment by comparing the present value of the discounted cash flows of the group to the aggregate unamortized costs of the group. The group is established by identifying the lowest level for which cash flows are independent of the cash flows 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 down to its

47

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

estimated fair value. Licensed content is included as part of the group within which it is monetized for purposes of impairment testing.

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 in the 2023 Annual Report on Form 10-K 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. See Note 10 to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K for estimated impacts of changes in these assumptions. 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. 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 flows to the yield curves.

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. A lower expected rate of return on plan assets will increase pension and postretirement medical expense.

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.

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 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 estimated projected future cash flows as well as the discount rates used to calculate their present value. Our future cash flows are based on internal forecasts for each reporting unit, which consider projected inflation and other economic indicators, as well as industry growth projections. Discount rates for each reporting unit are determined based on the inherent risks of each reporting unit’s underlying operations. We believe our estimates are consistent with how a marketplace participant would value our reporting units.

As discussed in our Critical Accounting Policies and Estimates section of our fiscal 2023 Annual Report on Form 10-K, the carrying amounts of our entertainment and international sports linear networks reporting units exceeded their fair values and we recorded non-cash goodwill impairment charges of approximately $0.7 billion in the fourth quarter of fiscal 2023. The entertainment linear networks reporting unit goodwill after impairment is approximately $8 billion and the international sports

48

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

linear networks reporting unit goodwill was fully impaired. In addition, the fair value of our entertainment DTC services reporting unit exceeded its carrying amount by less than 10%. Goodwill of the entertainment DTC services reporting unit is approximately $45 billion.

Based on our annual assessment performed in the fourth quarter of fiscal 2023, for our entertainment linear networks reporting unit, a 25 basis point increase in the discount rate or a 1% reduction in projected cash flows used to determine fair value would result in an incremental impairment charge of approximately $0.3 billion.

For our entertainment DTC services reporting unit, a 25 basis point increase in the discount rate used to determine fair value would result in an impairment of $0.5 billion, and a 1% reduction in projected cash flows would result in a decrease in the excess fair value over carrying amount by approximately $0.9 billion.

Significant judgments and assumptions in the discounted cash flow model used to determine fair value relate to future revenues and certain operating expenses, terminal growth rates and discount rates. Changes to these assumptions, shifts in market trends, or the impact of macroeconomic events could produce test results in the future that differ, and we could be required to record additional impairment charges.

In addition, changes to our business strategy, including entering into a joint venture arrangement or the sale of a business, could result in impairment charges.

To test 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 on 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 do 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.

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 3 to the Condensed 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 of these proceedings. These estimates are based upon an analysis of potential results,

49

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

assuming a combination of 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 13 to the Condensed 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 Accounting Pronouncements

See Note 17 to the Condensed Consolidated Financial Statements for information regarding new accounting pronouncements.

DTC PRODUCT DESCRIPTIONS, KEY DEFINITIONS AND SUPPLEMENTAL INFORMATION

Product Offerings

In the U.S., Disney+, ESPN+ and Hulu SVOD Only are each offered as a standalone service or together as part of various multi-product offerings. Hulu Live TV + SVOD includes Disney+ and ESPN+. 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 general 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 or through third-party platforms/apps or are available via wholesale arrangements.

Paid Subscribers

Paid subscribers reflect subscribers for which we recognized subscription revenue. Subscribers cease to be a paid subscriber as of their effective cancellation date or as a result of a failed payment method. Subscribers to multi-product offerings in the U.S. are counted as a paid subscriber for each service included in the multi-product offering and subscribers to Hulu Live TV + SVOD are counted as one paid subscriber for each of the Hulu Live TV + SVOD, Disney+ and ESPN+ services. 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 the service is distributed 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.

International Disney+ (excluding Disney+ Hotstar)

International Disney+ (excluding Disney+ Hotstar) includes the Disney+ service outside the U.S. and Canada and the Star+ service in Latin America.

Average Monthly Revenue Per Paid Subscriber

Hulu and ESPN+ 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 Pay-Per-View revenue. Advertising revenue generated by content of one streaming service that is accessed through another streaming service (for example, Hulu content accessed through Disney+) is allocated between both services. The average revenue per paid subscriber is net of discounts on offerings that carry more than one service. Revenue is allocated to each service based on the relative retail or wholesale price of each service on a standalone basis. Hulu Live TV + SVOD revenue is allocated to the SVOD services based on the wholesale price of the Hulu SVOD Only, Disney+ and ESPN+ multi-product offering. In general, wholesale arrangements have a lower average monthly revenue per paid subscriber than subscribers that we acquire directly or through third-party platforms.

50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Supplemental information about paid subscribers:

(in millions)	December 30, 2023	September 30, 2023	December 31, 2022
Domestic (U.S. and Canada) standalone	53.8	55.5	58.5
Domestic (U.S. and Canada) multi-product(1)	23.7	22.6	20.8
	77.5	78.1	79.3
International standalone (excluding Disney+ Hotstar)(2)	53.7	55.3	49.5
International multi-product(3)	11.5	10.8	8.1
	65.2	66.1	57.7
Total(4)	142.7	144.2	136.9

(1)At December 30, 2023, there were 19.8 million and 3.9 million subscribers to three-service and two-service multi-product offerings, respectively. At September 30, 2023, there were 20.3 million and 2.3 million subscribers to three-service and two-service multi-product offerings, respectively. At December 31, 2022, there were 19.6 million and 1.2 million subscribers to three-service and two-service multi-product offerings, respectively.

(2)Disney+ Hotstar is not included in any of the Company’s multi-product offerings.

(3)Consists of subscribers to Combo+.

(4)Total may not equal the sum of the column due to rounding.

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 December 30, 2023 was as follows:

	TWDC				Legacy Disney
(in millions)	Par Value		Carrying Value		Par Value		Carrying Value
Registered debt with unconditional guarantee	$	34,903	$	35,470	$	8,143	$	7,968

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 or substantially 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 of Legacy Disney’s guarantee of registered debt securities issued by TWDC, Legacy Disney may be released and discharged from its guarantee at any time Legacy Disney is not a borrower, issuer or guarantor under certain material bank facilities or any debt securities.

51

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

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 is 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 of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with GAAP.

Results of operations (in millions)	Quarter Ended December 30, 2023
Revenues	$	—
Costs and expenses	—
Net income (loss)	(172)
Net income (loss) attributable to TWDC shareholders	(172)

Balance Sheet (in millions)	December 30, 2023		September 30, 2023
Current assets	$	2,985	$	8,544
Noncurrent assets	3,070		2,927
Current liabilities	7,804		5,746
Noncurrent liabilities (excluding intercompany to non-Guarantors)	42,915		43,307
Intercompany payables to non-Guarantors	150,067		154,018

52

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

See Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 15 to the Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and 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 December 30, 2023, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.

Changes in Internal Controls – There have been no changes in our internal control over financial reporting during the first quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

53

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

As disclosed in Note 13 to the Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters, and the disclosure set forth in Note 13 relating to certain legal matters is incorporated herein by reference.

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 specific 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 factors discussed in our 2023 Annual Report on Form 10-K under Item 1A, “Risk Factors” as updated below:

BUSINESS, ECONOMIC, MARKET and OPERATING CONDITION RISKS

Regulations applicable to our businesses may impair the profitability of our businesses.

Each of our businesses, including our broadcast networks and television stations, is subject to a variety of U.S. and international regulations, which impact the operations and profitability of our businesses. Some of these regulations include:

•U.S. Federal Communications Commission regulation of our television and radio networks, our national programming networks and our owned television stations. See our 2023 Annual Report on Form 10-K under Item 1 — Federal Regulation - Entertainment and Sports.

•Federal, state and foreign privacy and data protection laws and regulations.

•Regulation of the safety and supply chain of consumer products and theme park operations, including regulation regarding the sourcing, importation and the sale of goods.

•Land planning, use and development regulations applicable to our theme parks operations.

•Environmental protection regulations.

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

•Restrictions on the manner in which content is currently licensed and distributed, ownership restrictions 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 with the regulations, or may restrict our ability to offer products and services in ways that are profitable, and create an increasingly unpredictable regulatory landscape. In addition, ongoing and future developments in international political, trade and security policy may lead to new regulations limiting international trade and investment and disrupting our operations outside the U.S., including our international theme parks and resorts operations in France, mainland China and Hong Kong. For example, 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, including new prohibitions on the importation of goods from certain regions and other jurisdictions are considering similar measures; U.S. state governments have become more active in passing legislation targeted at specific sectors and companies and applying existing laws in novel ways to new technologies, including streaming and online commerce; and in many countries/regions around the world (including but not limited to the European Union) regulators are requiring us to broadcast on our linear networks (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. In Florida, legislative, regulatory and other steps directed at the Company have been taken, which collectively have negatively impacted our ability to execute on our business strategy, and such steps, along with future potential legislative and regulatory actions, could negatively impact our costs and the growth and profitability of our operations in Florida.

Further, in response to the COVID-19 pandemic, public health and other regional, national, state and local regulations and policies impacted most of our businesses. Government requirements could be reinstated and new government requirements may be imposed to address COVID-19 or future health outbreaks or pandemics.

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ITEM 5. Other Items

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

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ITEM 6. Exhibits

INDEX OF EXHIBITS

Number and Description of Exhibit (Numbers Coincide with Item 601 of Regulation S-K)		Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below
3.3	Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023	Exhibit 3.1 to the Current Report on Form 8-K of the Company filed November 30, 2023
10.1	Second Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A. Iger †	Filed herewith
10.2	Employment Agreement dated as of December 4, 2023 by and between The Walt Disney Company and Hugh F. Johnston †	Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 6, 2023
10.3	Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston †	Filed herewith
10.4	Second Amendment dated December 13, 2023, to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended †	Filed herewith
10.5	Amendment dated December 21, 2023 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, as amended †	Exhibit 10.1 to the Current Report on Form 8-K of the Company filed December 22, 2023
10.6	Amendment dated December 13, 2023, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L. Coleman †	Filed herewith
10.7	Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake, as amended †	Filed herewith
10.8	Form of Non-Qualified Stock Option Award Agreement †	Filed herewith
10.9	Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †	Filed herewith
22	List of Guarantor Subsidiaries	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
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
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
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes	Filed herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith

*	This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
†	Management Contract or compensatory plan or arrangement.

56

SIGNATURE

Pursuant to the requirements 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)
By:	/s/ HUGH F. JOHNSTON
	Hugh F. Johnston,
	Senior Executive Vice President and Chief Financial Officer

February 7, 2024

Burbank, California

57

EX-10.1

Exhibit 10.1

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California91521

As of December 4, 2023

Mr. Robert A. Iger

Chief Executive Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE: Second Amendment to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A. Iger (the “Agreement”).

Dear Mr. Iger:

This letter agreement will confirm that the following new Paragraph 3(d) shall be added to the Agreement immediately following Paragraph 3(c), effective as of December 4, 2023:

(d)Compensation Clawback Policy. Executive acknowledges and agrees that The Walt Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy.

In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of December 4, 2023:

Paragraphs 3(d) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof.

This also shall confirm that the General Release attached to the Agreement as Exhibit B shall be deleted and replaced in its entirety with the new release attached hereto and, as amended, incorporated into the Agreement by reference herein.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:	/s/ Sonia Coleman
Title:	Authorized Signatory
Date:	December 15, 2023

ACCEPTED AND AGREED TO:
/s/ Robert A. Iger
Robert A. Iger
Date:	December 15, 2023

2

EXHIBIT B

GENERAL RELEASE

WHEREAS, Robert A. Iger (hereinafter referred to as "Executive") and The Walt Disney Company (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated as of November 20, 2022, as amended (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 6 of the Employment Agreement, Executive and the Company have agreed to execute mutual releases of the type and nature set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received in accordance with the terms of the Employment Agreement, it is agreed as follows:

1.(a) Upon the later of (i) the execution hereof by the Company and Executive, (ii) the passage of seven days following execution hereof by Executive without Executive's having exercised the revocation rights referred to in paragraph 10 hereof and (iii) the time specified in the Employment Agreement for payment of a particular item of compensation, the Company shall (x) provide Executive the amounts and benefits described in Paragraph 5 of the Employment Agreement and (y) make full payment for vacation and floating holidays accrued but unused as of the date hereof (to the extent, if any, not already paid in accordance with applicable law), less amounts required to be withheld by law or authorized by Executive to be withheld (it being understood that from and after the date hereof no further rights to vacation or floating holidays or compensation therefor shall accrue or be payable to Executive). Such payment shall be made by check payable to Executive.

(b)The covenants and commitments of the Company referred to herein (including, specifically, but without limitation, any and all benefits conferred upon Executive pursuant to Paragraph 5 of the Employment Agreement) shall be in lieu of and in full and final discharge of any and all obligations to Executive for compensation, severance payments, or any other expectations of payment, remuneration, continued coverage of any nature or benefit on the part of Executive arising out of or in connection with Executive's employment with the Company, or under any agreement, arrangement, commitment, plan, program, practice or policy of the Company, or otherwise, other than as expressly provided in the Employment Agreement.

(c)Notwithstanding the foregoing or any other term or provision hereof, Executive shall be entitled to such rights as are vested in Executive as of the Termination Date, under and subject to the terms of (i) the Employment Agreement, (ii) any applicable retirement plan(s) to which Executive may be subject, (iii) any applicable stock option plan or other incentive compensation plan of the Company to which Executive may be subject, (iv) any right which Executive now has or may hereafter have to claim a defense and/or indemnity for liabilities to third parties in connection with Executive’s activities as an employee of the Company or any of its affiliates pursuant to the terms of any applicable statute, under any insurance policy, pursuant to the certificate of incorporation or bylaws or established policies of the Company or any affiliate thereof or pursuant to written agreement expressly providing for such indemnity between Executive and the Company or any affiliate thereof, (v) any other applicable employee welfare benefit plans to which Executive may be subject and (vi) reimbursement of all reasonable business expenses received by Executive in accordance with Company’s practices and policies regarding reimbursement of business expenses. Further, Executive shall be entitled to such continuation of

1

health care coverage as is required under, and subject to, applicable law, of which Executive shall be notified in writing after the Termination Date, provided Executive timely exercises Executive's rights in accordance therewith. Executive understands and acknowledges that all payments for any such continued health care coverage Executive may elect will be paid by Executive, except to the extent the Employment Agreement provides that such payments shall be made by the Company.

2.Executive confirms that, on or prior to seven (7) days from the date hereof, Executive shall turn over to the Company all files, memoranda, records, credit cards and other documents and physical or personal property that Executive received from the Company or that Executive generated in connection with Executive’s employment by the Company or that are the property of the Company provided that Executive may retain notes, files, calendars, contact information and correspondence of a personal nature (whether in hard copy or electronic form), provided, in each case, that no confidential Company information or information intended primarily for internal Company use is contained therein.

3.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law will prevail, but the provisions affected thereby will be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Agreement will remain in full force and effect and be fully valid and enforceable.

4.Executive represents and agrees (a) that Executive has to the extent Executive desires discussed all aspects of this Agreement with Executive’s attorney, (b) that Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) that Executive is voluntarily entering into this Agreement.

5.Excluding enforcement of the covenants, promises and/or rights reserved herein and/or in the Employment Agreement, Executive hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and each of the Company's direct or indirect owners, parent companies, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (including, for the avoidance of doubt, The Walt Disney Company (“Disney”) and agents, directors, officers, employees, representatives and attorneys of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or any legal restrictions on the Company's right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, all as amended, that Executive now has, or has ever had, or ever will have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive's execution hereof that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or

2

employment by the Company or any of its affiliates (any of the foregoing being an “Executive Claim” or, collectively, the “Executive Claims”). This release does not constitute a release of any Executive Claims that cannot be released as a matter of law.

6.Except as expressly reserved herein, Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Executive Claims that Executive does not know or suspect to exist in Executive's favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Executive Claim or Executive Claims.

7.Excluding enforcement of the covenants, promises and/or rights reserved herein or in the Employment Agreement, and except as otherwise provided in the proviso at the end of this sentence, the Company hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, and Executive’s heirs, assigns and successors in interest (“Executive Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort, or any federal, state or other governmental statute, regulation or ordinance, that the Company now has, or has ever had, or ever will have, against Executive and/or the Executive Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Company’s execution hereof, that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company (hereinafter referred to as a “Claim” or collectively, the “Claims”); provided, however, that, notwithstanding any other term or provision hereof, any Claim or Claims rising out of, or resulting from, in part or whole, (i) any illegal or fraudulent act(s) or illegal or fraudulent omission(s) to act of Executive, (ii) any action(s) or omission(s) to act which would constitute self-dealing or a breach of Executive’s confidentiality obligations to the Company or any affiliate thereof, or a breach of The Walt Disney Company and Affiliated Companies Confidentiality Agreement executed by Executive, or (iii) The Walt Disney Company Clawback Policy, to which Executive has agreed Executive is subject, are hereby

3

expressly excluded in their entirety from the foregoing release, acquittal and discharge and are unaffected thereby (any Claim or Claims not so excluded pursuant to this proviso being hereinafter referred to as a “Company Claim” or, collectively, as the “Company Claims”). This release does not constitute a release of any Company Claims that cannot be released as a matter of law.

8.Except as expressly reserved herein, the Company expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, acquittal and discharge of the Executive Releasees with respect to the Company Claims only, the Company expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all the Company Claims that the Company does not know or suspect to exist in the Company’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Company Claims. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to limit the rights of Disney and/or the Board of Directors of Disney to enforce its or their rights under The Walt Disney Company Clawback Policy.

9.Executive agrees to cooperate to the extent reasonable, upon reasonable notice and subject to Executive’s critical personal and business commitments, with Company and all of its subsidiaries and affiliated entities (the “Company Entities”) in their defense of or other participation in any administrative, judicial or collective bargaining proceeding arising from any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action which has been or may be filed or commenced and about which Executive has knowledge as a result of Executive’s employment with Company or any other Company Entities. Executive further agrees to cooperate with the Company Entities in responding to reasonable requests for information arising out of or related to matters within the scope of Executive’s employment. Company will reimburse Executive for all reasonable out-of-pocket expenses Executive incurs in connection with such cooperation.

10.Executive agrees not to provide information in any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action against the Company unless requested by the Company or required by law, in which case Executive agrees to provide reasonable notice to the Company so that the Company may take steps to protect its interests. Nothing in this Agreement prohibits Executive from filing a claim, charge or grievance with the California Civil Rights Division, the Equal Employment Opportunity Commission, or any similar state or federal agency

4

or from participating or cooperating in such an administrative matter. However, through the release of claims set forth above, Executive does release any claim to monetary damages resulting from any such administrative matter.

11.Executive is advised to consult with an attorney before signing this Agreement. Executive understands that Executive has been given a period of 21 days to review and consider this Agreement before signing it pursuant to the Age Discrimination In Employment Act of 1967, as amended. Executive further understands that Executive may use as much of this 21-day period as Executive wishes prior to signing.

12.Executive acknowledges and represents that Executive understands that Executive may revoke the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, effectuated in this Agreement within 7 days of signing this Agreement. Revocation can be made by delivering a written notice of revocation to the General Counsel, The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; with a copy to Disney’s Executive Vice President, Chief Human Resources Officer, at the same address. For this revocation to be effective, written notice must be received by the General Counsel, no later than the close of business on the seventh day after Executive signs this Agreement. If Executive revokes the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, the Company shall have no obligations to Executive under this Agreement or the Employment Agreement.

13.Executive and the Company respectively represent and acknowledge that in executing this Agreement neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees or of the Executive Releasees with regard to the subject matter, basis or effect of this Agreement or otherwise.

14.This Agreement shall not in any way be construed as an admission by any of the Releasees or Executive Releasees, respectively, that any of the Releasees or Executive Releasees has acted wrongfully or that the Company or Executive has any rights whatsoever against any of the Releasees or Executive Releasees except as specifically set forth herein, and each of the Releasees and Executive Releasees specifically disclaims any liability to any party for any wrongful acts.

[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.]

5

15.This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. This Agreement is binding on the successors and assigns of, and sets forth the entire agreement between, the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

--EXHIBIT; NOT FOR EXECUTION--

Robert A. Iger

Date:

THE WALT DISNEY COMPANY

By:

Title:

Date:

6

EX-10.3

Exhibit 10.3

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California91521

As of December 4, 2023

Mr. Hugh F. Johnston

Senior Executive Vice President

and Chief Financial Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE: Amendment to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston (the “Agreement”).

Dear Mr. Johnston:

This letter agreement will confirm that the following new Paragraph 3(f) shall be added to the Agreement immediately following Paragraph 3(e), effective as of December 4, 2023:

(f)Compensation Clawback Policy. Executive acknowledges and agrees that The Walt Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy.

In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of December 4, 2023:

Paragraphs 3(f) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:	/s/ Sonia Coleman
Title:	Authorized Signatory
Date:	December 15, 2023

ACCEPTED AND AGREED TO:
/s/ Hugh F. Johnston
Hugh F. Johnston
Date:	December 15, 2023

2

EX-10.4

Exhibit 10.4

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California91521

As of October 20, 2023

Mr. Horacio E. Gutierrez

Senior Executive Vice President,

General Counsel and Chief Compliance Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE: Second Amendment to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez (the “Agreement”).

Dear Mr. Gutierrez:

This letter agreement will confirm that the following new Paragraph 3(f) shall be added to the Agreement immediately following Paragraph 3(e), effective as of October 20, 2023:

(f)Compensation Clawback Policy. Executive acknowledges and agrees that The Walt Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy.

In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of October 20, 2023:

Paragraphs 3(f) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof.

This also shall confirm that the General Release attached to the Agreement as Exhibit C shall be deleted and replaced in its entirety with the new release attached hereto and, as amended, incorporated into the Agreement by reference herein..

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:	/s/ Sonia Coleman
Title:	Authorized Signatory
Date:	December 13, 2023

ACCEPTED AND AGREED TO:
/s/ Horacio Gutierrez
Horacio Gutierrez
Date:	December 13, 2023

2

EXHIBIT C

GENERAL RELEASE

WHEREAS, Horacio E. Gutierrez (hereinafter referred to as "Executive") and Disney Corporate Services Co., LLC (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated as of December 21, 2021 (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 6 of the Employment Agreement, Executive and the Company have agreed to execute mutual releases of the type and nature set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received in accordance with the terms of the Employment Agreement, it is agreed as follows:

1.(a) Upon the later of (i) the execution hereof by the Company and Executive, (ii) the passage of seven days following execution hereof by Executive without Executive's having exercised the revocation rights referred to in paragraph 10 hereof and (iii) the time specified in the Employment Agreement for payment of a particular item of compensation, the Company shall (x) provide Executive the amounts and benefits described in Paragraph 5 of the Employment Agreement and (y) make full payment for vacation and floating holidays accrued but unused as of the date hereof (to the extent, if any, not already paid in accordance with applicable law), less amounts required to be withheld by law or authorized by Executive to be withheld (it being understood that from and after the date hereof no further rights to vacation or floating holidays or compensation therefor shall accrue or be payable to Executive). Such payment shall be made by check payable to Executive.

(b)The covenants and commitments of the Company referred to herein (including, specifically, but without limitation, any and all benefits conferred upon Executive pursuant to Paragraph 5 of the Employment Agreement) shall be in lieu of and in full and final discharge of any and all obligations to Executive for compensation, severance payments, or any other expectations of payment, remuneration, continued coverage of any nature or benefit on the part of Executive arising out of or in connection with Executive's employment with the Company, or under any agreement, arrangement, commitment, plan, program, practice or policy of the Company, or otherwise, other than as expressly provided in the Employment Agreement.

(c)Notwithstanding the foregoing or any other term or provision hereof, Executive shall be entitled to such rights as are vested in Executive as of the Termination Date, under and subject to the terms of (i) the Employment Agreement, (ii) any applicable retirement plan(s) to which Executive may be subject, (iii) any applicable stock option plan or other incentive compensation plan of the Company to which Executive may be subject, (iv) any right which Executive now has or may hereafter have to claim a defense and/or indemnity for liabilities to third parties in connection with Executive’s activities as an employee of the Company or any of its affiliates pursuant to the terms of any applicable statute, under any insurance policy, pursuant to the certificate of incorporation or bylaws or established policies of the Company or any affiliate thereof or pursuant to written agreement expressly providing for such indemnity between Executive and the Company or any affiliate thereof, (v) any other applicable employee welfare benefit plans to which Executive may be subject and (vi) reimbursement of all reasonable business expenses received by Executive in accordance with Company’s practices and policies regarding reimbursement of business expenses. Further, Executive shall be entitled to such continuation of

1

health care coverage as is required under, and subject to, applicable law, of which Executive shall be notified in writing after the Termination Date, provided Executive timely exercises Executive's rights in accordance therewith. Executive understands and acknowledges that all payments for any such continued health care coverage Executive may elect will be paid by Executive, except to the extent the Employment Agreement provides that such payments shall be made by the Company.

2.Executive confirms that, on or prior to seven (7) days from the date hereof, Executive shall turn over to the Company all files, memoranda, records, credit cards and other documents and physical or personal property that Executive received from the Company or that Executive generated in connection with Executive’s employment by the Company or that are the property of the Company provided that Executive may retain notes, files, calendars, contact information and correspondence of a personal nature (whether in hard copy or electronic form), provided, in each case, that no confidential Company information or information intended primarily for internal Company use is contained therein.

3.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law will prevail, but the provisions affected thereby will be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Agreement will remain in full force and effect and be fully valid and enforceable.

4.Executive represents and agrees (a) that Executive has to the extent Executive desires discussed all aspects of this Agreement with Executive’s attorney, (b) that Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) that Executive is voluntarily entering into this Agreement.

5.Excluding enforcement of the covenants, promises and/or rights reserved herein and/or in the Employment Agreement, Executive hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and each of the Company's direct or indirect owners, parent companies, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (including, for the avoidance of doubt, The Walt Disney Company (“Disney”) and agents, directors, officers, employees, representatives and attorneys of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or any legal restrictions on the Company's right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, all as amended, that Executive now has, or has ever had, or ever will have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or

2

occurring up through the date of Executive's execution hereof that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company or any of its affiliates (any of the foregoing being an “Executive Claim” or, collectively, the “Executive Claims”). This release does not constitute a release of any Executive Claims that cannot be released as a matter of law.

6.Except as expressly reserved herein, Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Executive Claims that Executive does not know or suspect to exist in Executive's favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Executive Claim or Executive Claims.

7.Excluding enforcement of the covenants, promises and/or rights reserved herein or in the Employment Agreement, and except as otherwise provided in the proviso at the end of this sentence, the Company hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, and Executive’s heirs, assigns and successors in interest (“Executive Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort, or any federal, state or other governmental statute, regulation or ordinance, that the Company now has, or has ever had, or ever will have, against Executive and/or the Executive Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Company’s execution hereof, that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company (hereinafter referred to as a “Claim” or collectively, the “Claims”); provided, however, that, notwithstanding any other term or provision hereof, any Claim or Claims rising out of, or resulting from, in part or whole, (i) any illegal or fraudulent act(s) or illegal or fraudulent omission(s) to act of Executive, (ii) any action(s) or omission(s) to act which would constitute self-dealing or a breach of Executive’s confidentiality obligations to the Company or any affiliate thereof, or a breach of The Walt Disney Company and

3

Affiliated Companies Confidentiality Agreement executed by Executive, or (iii) The Walt Disney Company Clawback Policy, to which Executive has agreed Executive is subject, are hereby expressly excluded in their entirety from the foregoing release, acquittal and discharge and are unaffected thereby (any Claim or Claims not so excluded pursuant to this proviso being hereinafter referred to as a “Company Claim” or, collectively, as the “Company Claims”). This release does not constitute a release of any Company Claims that cannot be released as a matter of law.

8.Except as expressly reserved herein, the Company expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, acquittal and discharge of the Executive Releasees with respect to the Company Claims only, the Company expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all the Company Claims that the Company does not know or suspect to exist in the Company’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Company Claims. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to limit the rights of Disney and/or the Board of Directors of Disney to enforce its or their rights under The Walt Disney Company Clawback Policy.

9.Executive agrees to cooperate to the extent reasonable, upon reasonable notice and subject to Executive’s critical personal and business commitments, with Company and all of its subsidiaries and affiliated entities (the “Company Entities”) in their defense of or other participation in any administrative, judicial or collective bargaining proceeding arising from any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action which has been or may be filed or commenced and about which Executive has knowledge as a result of Executive’s employment with Company or any other Company Entities. Executive further agrees to cooperate with the Company Entities in responding to reasonable requests for information arising out of or related to matters within the scope of Executive’s employment. Company will reimburse Executive for all reasonable out-of-pocket expenses Executive incurs in connection with such cooperation.

10.Executive agrees not to provide information in any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action against the Company unless requested by the Company or required by law, in which case Executive agrees to provide reasonable notice to the Company so that the Company may take steps to protect its interests. Nothing in this Agreement

4

prohibits Executive from filing a claim, charge or grievance with the California Civil Rights Division, the Equal Employment Opportunity Commission, or any similar state or federal agency or from participating or cooperating in such an administrative matter. However, through the release of claims set forth above, Executive does release any claim to monetary damages resulting from any such administrative matter.

11.Executive is advised to consult with an attorney before signing this Agreement. Executive understands that Executive has been given a period of 21 days to review and consider this Agreement before signing it pursuant to the Age Discrimination In Employment Act of 1967, as amended. Executive further understands that Executive may use as much of this 21-day period as Executive wishes prior to signing.

12.Executive acknowledges and represents that Executive understands that Executive may revoke the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, effectuated in this Agreement within 7 days of signing this Agreement. Revocation can be made by delivering a written notice of revocation to the General Counsel, The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; with a copy to Disney’s Executive Vice President, Chief Human Resources Officer, at the same address. For this revocation to be effective, written notice must be received by the General Counsel, no later than the close of business on the seventh day after Executive signs this Agreement. If Executive revokes the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, the Company shall have no obligations to Executive under this Agreement or the Employment Agreement.

13.Executive and the Company respectively represent and acknowledge that in executing this Agreement neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees or of the Executive Releasees with regard to the subject matter, basis or effect of this Agreement or otherwise.

14.This Agreement shall not in any way be construed as an admission by any of the Releasees or Executive Releasees, respectively, that any of the Releasees or Executive Releasees has acted wrongfully or that the Company or Executive has any rights whatsoever against any of the Releasees or Executive Releasees except as specifically set forth herein, and each of the Releasees and Executive Releasees specifically disclaims any liability to any party for any wrongful acts.

[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.]

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15.This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. This Agreement is binding on the successors and assigns of, and sets forth the entire agreement between, the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

--EXHIBIT; NOT FOR EXECUTION--

Horacio E. Gutierrez

Date:

DISNEY CORPORATE SERVICES CO, LLC

By:

Title:

Date:

6

EX-10.6

Exhibit 10.6

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California91521

As of October 20, 2023

Ms. Sonia L. Coleman

Senior Executive Vice President

and Chief Human Resources Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE: Amendment to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L. Coleman (the “Agreement”).

Dear Ms. Coleman:

This letter agreement will confirm that the following new Paragraph 3(e) shall be added to the Agreement immediately following Paragraph 3(d), effective as of October 20, 2023:

(e)Compensation Clawback Policy. Executive acknowledges and agrees that The Walt Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy.

In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of October 20, 2023:

Paragraphs 3(e) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof.

This also shall confirm that the General Release attached to the Agreement as Exhibit C shall be deleted and replaced in its entirety with the new release attached hereto and, as amended, incorporated into the Agreement by reference herein.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:	/s/ Shawna Swanson
Title:	Authorized Signatory
Date:	December 13, 2023

ACCEPTED AND AGREED TO:
/s/ Sonia Coleman
Sonia L. Coleman
Date:	December 13, 2023

2

EXHIBIT C

GENERAL RELEASE

WHEREAS, Sonia L. Coleman (hereinafter referred to as "Executive") and The Walt Disney Company (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated as of April 8, 2023 (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 6 of the Employment Agreement, Executive and the Company have agreed to execute mutual releases of the type and nature set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received in accordance with the terms of the Employment Agreement, it is agreed as follows:

1.(a) Upon the later of (i) the execution hereof by the Company and Executive, (ii) the passage of seven days following execution hereof by Executive without Executive's having exercised the revocation rights referred to in paragraph 10 hereof and (iii) the time specified in the Employment Agreement for payment of a particular item of compensation, the Company shall (x) provide Executive the amounts and benefits described in Paragraph 5 of the Employment Agreement and (y) make full payment for vacation and floating holidays accrued but unused as of the date hereof (to the extent, if any, not already paid in accordance with applicable law), less amounts required to be withheld by law or authorized by Executive to be withheld (it being understood that from and after the date hereof no further rights to vacation or floating holidays or compensation therefor shall accrue or be payable to Executive). Such payment shall be made by check payable to Executive.

(b)The covenants and commitments of the Company referred to herein (including, specifically, but without limitation, any and all benefits conferred upon Executive pursuant to Paragraph 5 of the Employment Agreement) shall be in lieu of and in full and final discharge of any and all obligations to Executive for compensation, severance payments, or any other expectations of payment, remuneration, continued coverage of any nature or benefit on the part of Executive arising out of or in connection with Executive's employment with the Company, or under any agreement, arrangement, commitment, plan, program, practice or policy of the Company, or otherwise, other than as expressly provided in the Employment Agreement.

(c)Notwithstanding the foregoing or any other term or provision hereof, Executive shall be entitled to such rights as are vested in Executive as of the Termination Date, under and subject to the terms of (i) the Employment Agreement, (ii) any applicable retirement plan(s) to which Executive may be subject, (iii) any applicable stock option plan or other incentive compensation plan of the Company to which Executive may be subject, (iv) any right which Executive now has or may hereafter have to claim a defense and/or indemnity for liabilities to third parties in connection with Executive’s activities as an employee of the Company or any of its affiliates pursuant to the terms of any applicable statute, under any insurance policy, pursuant to the certificate of incorporation or bylaws or established policies of the Company or any affiliate thereof or pursuant to written agreement expressly providing for such indemnity between Executive and the Company or any affiliate thereof, (v) any other applicable employee welfare benefit plans to which Executive may be subject and (vi) reimbursement of all reasonable business expenses received by Executive in accordance with Company’s practices and policies regarding reimbursement of business expenses. Further, Executive shall be entitled to such continuation of

1

health care coverage as is required under, and subject to, applicable law, of which Executive shall be notified in writing after the Termination Date, provided Executive timely exercises Executive's rights in accordance therewith. Executive understands and acknowledges that all payments for any such continued health care coverage Executive may elect will be paid by Executive, except to the extent the Employment Agreement provides that such payments shall be made by the Company.

2.Executive confirms that, on or prior to seven (7) days from the date hereof, Executive shall turn over to the Company all files, memoranda, records, credit cards and other documents and physical or personal property that Executive received from the Company or that Executive generated in connection with Executive’s employment by the Company or that are the property of the Company provided that Executive may retain notes, files, calendars, contact information and correspondence of a personal nature (whether in hard copy or electronic form), provided, in each case, that no confidential Company information or information intended primarily for internal Company use is contained therein.

3.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law will prevail, but the provisions affected thereby will be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Agreement will remain in full force and effect and be fully valid and enforceable.

4.Executive represents and agrees (a) that Executive has to the extent Executive desires discussed all aspects of this Agreement with Executive’s attorney, (b) that Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) that Executive is voluntarily entering into this Agreement.

5.Excluding enforcement of the covenants, promises and/or rights reserved herein and/or in the Employment Agreement, Executive hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and each of the Company's direct or indirect owners, parent companies, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (including, for the avoidance of doubt, The Walt Disney Company (“Disney”) and agents, directors, officers, employees, representatives and attorneys of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or any legal restrictions on the Company's right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, all as amended, that Executive now has, or has ever had, or ever will have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive's execution hereof that directly or indirectly arise out

2

of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company or any of its affiliates (any of the foregoing being an “Executive Claim” or, collectively, the “Executive Claims”). This release does not constitute a release of any Executive Claims that cannot be released as a matter of law.

6.Except as expressly reserved herein, Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Executive Claims that Executive does not know or suspect to exist in Executive's favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Executive Claim or Executive Claims.

7.Excluding enforcement of the covenants, promises and/or rights reserved herein or in the Employment Agreement, and except as otherwise provided in the proviso at the end of this sentence, the Company hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, and Executive’s heirs, assigns and successors in interest (“Executive Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort, or any federal, state or other governmental statute, regulation or ordinance, that the Company now has, or has ever had, or ever will have, against Executive and/or the Executive Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Company’s execution hereof, that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company (hereinafter referred to as a “Claim” or collectively, the “Claims”); provided, however, that, notwithstanding any other term or provision hereof, any Claim or Claims rising out of, or resulting from, in part or whole, (i) any illegal or fraudulent act(s) or illegal or fraudulent omission(s) to act of Executive, (ii) any action(s) or omission(s) to act which would constitute self-dealing or a breach of Executive’s confidentiality obligations to the Company or any affiliate thereof, or a breach of The Walt Disney Company and Affiliated Companies Confidentiality Agreement executed by Executive, or (iii) The Walt Disney

3

Company Clawback Policy, to which Executive has agreed Executive is subject, are hereby expressly excluded in their entirety from the foregoing release, acquittal and discharge and are unaffected thereby (any Claim or Claims not so excluded pursuant to this proviso being hereinafter referred to as a “Company Claim” or, collectively, as the “Company Claims”). This release does not constitute a release of any Company Claims that cannot be released as a matter of law.

8.Except as expressly reserved herein, the Company expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, acquittal and discharge of the Executive Releasees with respect to the Company Claims only, the Company expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all the Company Claims that the Company does not know or suspect to exist in the Company’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Company Claims. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to limit the rights of Disney and/or the Board of Directors of Disney to enforce its or their rights under The Walt Disney Company Clawback Policy.

9.Executive agrees to cooperate to the extent reasonable, upon reasonable notice and subject to Executive’s critical personal and business commitments, with Company and all of its subsidiaries and affiliated entities (the “Company Entities”) in their defense of or other participation in any administrative, judicial or collective bargaining proceeding arising from any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action which has been or may be filed or commenced and about which Executive has knowledge as a result of Executive’s employment with Company or any other Company Entities. Executive further agrees to cooperate with the Company Entities in responding to reasonable requests for information arising out of or related to matters within the scope of Executive’s employment. Company will reimburse Executive for all reasonable out-of-pocket expenses Executive incurs in connection with such cooperation.

10.Executive agrees not to provide information in any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action against the Company unless requested by the Company or required by law, in which case Executive agrees to provide reasonable notice to the Company so that the Company may take steps to protect its interests. Nothing in this Agreement prohibits Executive from filing a claim, charge or grievance with the California Civil Rights

4

Division, the Equal Employment Opportunity Commission, or any similar state or federal agency or from participating or cooperating in such an administrative matter. However, through the release of claims set forth above, Executive does release any claim to monetary damages resulting from any such administrative matter.

11.Executive is advised to consult with an attorney before signing this Agreement. Executive understands that Executive has been given a period of 21 days to review and consider this Agreement before signing it pursuant to the Age Discrimination In Employment Act of 1967, as amended. Executive further understands that Executive may use as much of this 21-day period as Executive wishes prior to signing.

12.Executive acknowledges and represents that Executive understands that Executive may revoke the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, effectuated in this Agreement within 7 days of signing this Agreement. Revocation can be made by delivering a written notice of revocation to the General Counsel, The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; with a copy to Disney’s Executive Vice President, Chief Human Resources Officer, at the same address. For this revocation to be effective, written notice must be received by the General Counsel, no later than the close of business on the seventh day after Executive signs this Agreement. If Executive revokes the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, the Company shall have no obligations to Executive under this Agreement or the Employment Agreement.

13.Executive and the Company respectively represent and acknowledge that in executing this Agreement neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees or of the Executive Releasees with regard to the subject matter, basis or effect of this Agreement or otherwise.

14.This Agreement shall not in any way be construed as an admission by any of the Releasees or Executive Releasees, respectively, that any of the Releasees or Executive Releasees has acted wrongfully or that the Company or Executive has any rights whatsoever against any of the Releasees or Executive Releasees except as specifically set forth herein, and each of the Releasees and Executive Releasees specifically disclaims any liability to any party for any wrongful acts.

[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.]

5

15.This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. This Agreement is binding on the successors and assigns of, and sets forth the entire agreement between, the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

--EXHIBIT; NOT FOR EXECUTION--

Sonia L. Coleman

Date:

THE WALT DISNEY COMPANY

By:

Title:

Date:

6

EX-10.7

Exhibit 10.7

THE WALT DISNEY COMPANY

500 South Buena Vista Street

Burbank, California91521

As of October 22, 2023

Ms. Kristina K. Schake

Senior Executive Vice President

and Chief Communications Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

RE: Amendment to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake (the “Agreement”).

Dear Ms. Schake:

This letter agreement will confirm that the following new Paragraph 3(e) shall be added to the Agreement immediately following Paragraph 3(d), effective as of October 22, 2023:

(e)Compensation Clawback Policy. Executive acknowledges and agrees that The Walt Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy.

In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of October 22, 2023:

Paragraphs 3(e) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof.

This also shall confirm that the General Release attached to the Agreement as Exhibit C shall be deleted and replaced in its entirety with the new release attached hereto and, as amended, incorporated into the Agreement by reference herein.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

Very truly yours,
THE WALT DISNEY COMPANY
By:	/s/ Sonia Coleman
Title:	Authorized Signatory
Date:	December 13, 2023

ACCEPTED AND AGREED TO:
/s/ Kristina Schake
Kristina K. Schake
Date:	December 13, 2023

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EXHIBIT C

GENERAL RELEASE

WHEREAS, Kristina K. Schake (hereinafter referred to as "Executive") and The Walt Disney Company (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated as of June 29, 2022 (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 6 of the Employment Agreement, Executive and the Company have agreed to execute mutual releases of the type and nature set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received in accordance with the terms of the Employment Agreement, it is agreed as follows:

1.(a) Upon the later of (i) the execution hereof by the Company and Executive, (ii) the passage of seven days following execution hereof by Executive without Executive's having exercised the revocation rights referred to in paragraph 10 hereof and (iii) the time specified in the Employment Agreement for payment of a particular item of compensation, the Company shall (x) provide Executive the amounts and benefits described in Paragraph 5 of the Employment Agreement and (y) make full payment for vacation and floating holidays accrued but unused as of the date hereof (to the extent, if any, not already paid in accordance with applicable law), less amounts required to be withheld by law or authorized by Executive to be withheld (it being understood that from and after the date hereof no further rights to vacation or floating holidays or compensation therefor shall accrue or be payable to Executive). Such payment shall be made by check payable to Executive.

(b)The covenants and commitments of the Company referred to herein (including, specifically, but without limitation, any and all benefits conferred upon Executive pursuant to Paragraph 5 of the Employment Agreement) shall be in lieu of and in full and final discharge of any and all obligations to Executive for compensation, severance payments, or any other expectations of payment, remuneration, continued coverage of any nature or benefit on the part of Executive arising out of or in connection with Executive's employment with the Company, or under any agreement, arrangement, commitment, plan, program, practice or policy of the Company, or otherwise, other than as expressly provided in the Employment Agreement.

(c)Notwithstanding the foregoing or any other term or provision hereof, Executive shall be entitled to such rights as are vested in Executive as of the Termination Date, under and subject to the terms of (i) the Employment Agreement, (ii) any applicable retirement plan(s) to which Executive may be subject, (iii) any applicable stock option plan or other incentive compensation plan of the Company to which Executive may be subject, (iv) any right which Executive now has or may hereafter have to claim a defense and/or indemnity for liabilities to third parties in connection with Executive’s activities as an employee of the Company or any of its affiliates pursuant to the terms of any applicable statute, under any insurance policy, pursuant to the certificate of incorporation or bylaws or established policies of the Company or any affiliate thereof or pursuant to written agreement expressly providing for such indemnity between Executive and the Company or any affiliate thereof, (v) any other applicable employee welfare benefit plans to which Executive may be subject and (vi) reimbursement of all reasonable business expenses received by Executive in accordance with Company’s practices and policies regarding reimbursement of business expenses. Further, Executive shall be entitled to such continuation of

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health care coverage as is required under, and subject to, applicable law, of which Executive shall be notified in writing after the Termination Date, provided Executive timely exercises Executive's rights in accordance therewith. Executive understands and acknowledges that all payments for any such continued health care coverage Executive may elect will be paid by Executive, except to the extent the Employment Agreement provides that such payments shall be made by the Company.

2.Executive confirms that, on or prior to seven (7) days from the date hereof, Executive shall turn over to the Company all files, memoranda, records, credit cards and other documents and physical or personal property that Executive received from the Company or that Executive generated in connection with Executive’s employment by the Company or that are the property of the Company provided that Executive may retain notes, files, calendars, contact information and correspondence of a personal nature (whether in hard copy or electronic form), provided, in each case, that no confidential Company information or information intended primarily for internal Company use is contained therein.

3.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law will prevail, but the provisions affected thereby will be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Agreement will remain in full force and effect and be fully valid and enforceable.

4.Executive represents and agrees (a) that Executive has to the extent Executive desires discussed all aspects of this Agreement with Executive’s attorney, (b) that Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) that Executive is voluntarily entering into this Agreement.

5.Excluding enforcement of the covenants, promises and/or rights reserved herein and/or in the Employment Agreement, Executive hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and each of the Company's direct or indirect owners, parent companies, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates (including, for the avoidance of doubt, The Walt Disney Company (“Disney”) and agents, directors, officers, employees, representatives and attorneys of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or any legal restrictions on the Company's right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, all as amended, that Executive now has, or has ever had, or ever will have, against each or any of

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the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive's execution hereof that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company or any of its affiliates (any of the foregoing being an “Executive Claim” or, collectively, the “Executive Claims”). This release does not constitute a release of any Executive Claims that cannot be released as a matter of law.

6.Except as expressly reserved herein, Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Executive Claims that Executive does not know or suspect to exist in Executive's favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Executive Claim or Executive Claims.

7.Excluding enforcement of the covenants, promises and/or rights reserved herein or in the Employment Agreement, and except as otherwise provided in the proviso at the end of this sentence, the Company hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, and Executive’s heirs, assigns and successors in interest (“Executive Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort, or any federal, state or other governmental statute, regulation or ordinance, that the Company now has, or has ever had, or ever will have, against Executive and/or the Executive Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Company’s execution hereof, that directly or indirectly arise out of, relate to, or are connected in any manner whatsoever with, Executive’s services to, or employment by the Company (hereinafter referred to as a “Claim” or collectively, the “Claims”); provided, however, that, notwithstanding any other term or provision hereof, any Claim or Claims rising out of, or resulting from, in part or whole, (i) any illegal or fraudulent act(s) or illegal or fraudulent omission(s) to act of Executive, (ii) any action(s) or omission(s) to act which would constitute self-dealing or a breach of Executive’s confidentiality obligations to the Company or any affiliate thereof, or a breach of The Walt Disney Company and

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Affiliated Companies Confidentiality Agreement executed by Executive, or (iii) The Walt Disney Company Clawback Policy, to which Executive has agreed Executive is subject, are hereby expressly excluded in their entirety from the foregoing release, acquittal and discharge and are unaffected thereby (any Claim or Claims not so excluded pursuant to this proviso being hereinafter referred to as a “Company Claim” or, collectively, as the “Company Claims”). This release does not constitute a release of any Company Claims that cannot be released as a matter of law.

8.Except as expressly reserved herein, the Company expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, acquittal and discharge of the Executive Releasees with respect to the Company Claims only, the Company expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all the Company Claims that the Company does not know or suspect to exist in the Company’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Company Claims. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to limit the rights of Disney and/or the Board of Directors of Disney to enforce its or their rights under The Walt Disney Company Clawback Policy.

9.Executive agrees to cooperate to the extent reasonable, upon reasonable notice and subject to Executive’s critical personal and business commitments, with Company and all of its subsidiaries and affiliated entities (the “Company Entities”) in their defense of or other participation in any administrative, judicial or collective bargaining proceeding arising from any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action which has been or may be filed or commenced and about which Executive has knowledge as a result of Executive’s employment with Company or any other Company Entities. Executive further agrees to cooperate with the Company Entities in responding to reasonable requests for information arising out of or related to matters within the scope of Executive’s employment. Company will reimburse Executive for all reasonable out-of-pocket expenses Executive incurs in connection with such cooperation.

10.Executive agrees not to provide information in any claim, charge, complaint, lawsuit, grievance, arbitration, investigation or action against the Company unless requested by the Company or required by law, in which case Executive agrees to provide reasonable notice to the Company so that the Company may take steps to protect its interests. Nothing in this Agreement prohibits Executive from filing a claim, charge or grievance with the California Civil Rights

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Division, the Equal Employment Opportunity Commission, or any similar state or federal agency or from participating or cooperating in such an administrative matter. However, through the release of claims set forth above, Executive does release any claim to monetary damages resulting from any such administrative matter.

11.Executive is advised to consult with an attorney before signing this Agreement. Executive understands that Executive has been given a period of 21 days to review and consider this Agreement before signing it pursuant to the Age Discrimination In Employment Act of 1967, as amended. Executive further understands that Executive may use as much of this 21-day period as Executive wishes prior to signing.

12.Executive acknowledges and represents that Executive understands that Executive may revoke the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, effectuated in this Agreement within 7 days of signing this Agreement. Revocation can be made by delivering a written notice of revocation to the General Counsel, The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; with a copy to Disney’s Executive Vice President, Chief Human Resources Officer, at the same address. For this revocation to be effective, written notice must be received by the General Counsel, no later than the close of business on the seventh day after Executive signs this Agreement. If Executive revokes the waiver of Executive’s rights under the Age Discrimination In Employment Act of 1967, as amended, the Company shall have no obligations to Executive under this Agreement or the Employment Agreement.

13.Executive and the Company respectively represent and acknowledge that in executing this Agreement neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees or of the Executive Releasees with regard to the subject matter, basis or effect of this Agreement or otherwise.

14.This Agreement shall not in any way be construed as an admission by any of the Releasees or Executive Releasees, respectively, that any of the Releasees or Executive Releasees has acted wrongfully or that the Company or Executive has any rights whatsoever against any of the Releasees or Executive Releasees except as specifically set forth herein, and each of the Releasees and Executive Releasees specifically disclaims any liability to any party for any wrongful acts.

[THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.]

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15.This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. This Agreement is binding on the successors and assigns of, and sets forth the entire agreement between, the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

--EXHIBIT; NOT FOR EXECUTION--

Kristina K. Schake

Date:

THE WALT DISNEY COMPANY

By:

Title:

Date:

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EX-10.8

Exhibit 10.8

THE WALT DISNEY COMPANY

Non-Qualified Stock Option Award Agreement

This AWARD AGREEMENT (the “Agreement”) is between you, Participant Name, and The Walt Disney Company (“Disney”), in connection with the Non-Qualified Stock Option Award (the “Option”) granted to you on Grant Date, by the Compensation Committee of the Board of Directors of Disney pursuant to the terms of the 2011 Stock Incentive Plan, as amended (the “Plan”), the applicable terms and conditions of which are incorporated herein by reference and made a part of this Agreement.

This Option gives you the opportunity to purchase #### shares of Common Stock of The Walt Disney Company at an exercise price of $Option Price per share. The exercise price is the average of the highest and the lowest market prices for the Common Stock on the above grant date as determined pursuant to the Plan.

This Option may not be exercised before First Vest Date. On or after that date, subject to your continued employment by Disney or an affiliated company (as described further below) and to the other provisions of the Plan, you may exercise the Option with respect to the number of shares set forth opposite the first date below. As the subsequent dates set forth below occur, you may exercise as to the number of shares set forth opposite those dates:

Vest Date 1; Exercise Qty 1 Shares

Vest Date 2; Exercise Qty 2 Shares

Vest Date 3; Exercise Qty 3 Shares

Provided your employment continues, the term of this Option is ten years from the grant date and, therefore, expires on [insert tenth anniversary date of grant date]. If your employment should cease prior to the date on which your grant expires, your right to vest and exercise under the Option will be

subject to early termination as provided in Sections 6.5, 12 and 13.2 of the Plan. Except under certain circumstances specified in such Sections, you will generally have the right of continued vesting and exercisability for three months following the date of termination of your employment (such period as it may hereinafter be extended in certain circumstances as provided below being the “Extended Vesting and Exercisability Period”), and any shares that vest during the Extended Vesting and Exercisability Period will be exercisable during such period (or, under certain circumstances, for such longer period as may be provided by the Plan).

You may exercise this Option as to all or part of the number of shares covered by the Option which are then vested by paying the aggregate exercise price and applicable withholding taxes on the gross gain. You will be provided with additional information at the time of exercise about the methods available for exercising your Option and paying your withholding taxes, in accordance with the methods of exercising options permitted under Section 6.6 of the Plan. You are urged to seek advice from your tax accountant or attorney when making decisions regarding the exercise of this Option. This Option may not be transferred or assigned.

Notwithstanding any other term or provision hereof, you agree by acceptance of this Option that, except for certain shares (the “Tax-Available Shares”) that may be sold to pay taxes up to the Maximum Tax Liability (as defined below) upon an exercise of a portion of, or all of, this Option, you will hold, for not less than twelve months from the date of exercise of this Option, shares representing no less than [seventy-five percent (75%)]/[one hundred percent (100%)] of the shares acquired by you (other than Tax-Available Shares) upon such exercise; provided, however, that the foregoing obligation to hold such shares (and any similar obligation in any non-qualified stock option award previously granted to you) shall not be applicable at any time when you are already holding shares of Common Stock of Disney (including any outstanding restricted stock units (with or without performance-based vesting conditions) awarded to you by with a value equal to at least [three]/[five] times your base salary as in effect at such time (the “Disney Stock Ownership Requirement”). For purposes hereof the term “Maximum Tax Liability” shall mean the amount calculated by multiplying total income recognized, as reported by Disney for Federal income tax purposes, upon an exercise of this Option, by a percentage determined as follows:

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FR + SR (100-FR) + MR

where:

FR = the highest Federal income tax rate in effect at time of exercise of the Option;

SR = the highest state income tax rate, if any, in effect at the time of exercise of the Option in the state where your principle Disney office is located; and

MR = the Medicare tax rate in effect at time of exercise of the Option.

The number of whole shares acquired upon any exercise of the Options that may be sold to discharge the Maximum Tax Liability shall be determined by dividing the Maximum Tax Liability by the fair market value (as defined in Section 2 of the Plan) of one share of Disney common stock on the date of exercise of the Option and disregarding any fractional amount resulting from such calculation.

For the purposes hereof, your commitment to hold the percentage of shares referred to above for not less than twelve months unless you are already in compliance with the Disney Stock Ownership Requirement shall constitute an undertaking by you not to sell, transfer, pledge, encumber, assign or otherwise dispose of, except for certain transfers to “family members” and certain others permitted with the prior approval of the Committee pursuant to Section 6.7 of the Plan, any of such shares during such period.

If you are employed pursuant to an employment agreement with Disney, any provisions thereof relating to the effect of a termination of your employment upon your rights with respect to this Option, including, without limitation, any provision regarding acceleration of this Option, shall be fully applicable and shall supersede the provisions hereof relating to the same subject matter, but in no event shall the restriction on sale of shares acquired upon the exercise of this Option referred herein apply after any termination of your employment with Disney.

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In the event that your employment with Disney or an Affiliate thereof terminates for any reason other than death, Disability, or “cause” (as further provided in the Plan) at a time when (i) you have attained the age of sixty and have completed at least ten consecutive Service Years (as hereinafter defined) and (ii) at least one year has passed since the Grant Date of this Option, then notwithstanding any other term or provision hereof, the Extended Vesting and Exercisability Period shall continue until the earlier of five years from the date of termination of your employment or the expiration date of this Option as provided above; provided, however, that in the event of your death during such period, all remaining unvested Tranches of this Option shall vest immediately upon such event and thereafter all remaining unexercised Tranches (or portions thereof) of this Option shall be exercisable until the earlier of the expiration of 18 months from date of death or the expiration date of this Option.

In the event that your employment with Disney or an Affiliate thereof terminates for any reason other than death, Disability, “cause” (as provided in Section 12 of the Plan) or a sixty and ten Termination, at a time when (i) you have attained the age of fifty-five and have completed at least three consecutive Service Years, and notwithstanding any other term or provision hereof, you may continue to exercise any portion of your stock options that shall have become vested (including during the three month period after your date of termination included in Extended Vesting and Exercisability Period) until the earlier of 18 months from the date of termination of your active employment or the expiration date of this Stock Option Award (the “Additional Exercisability Period”).

For purposes of the foregoing, “Service Year” shall mean any calendar year during which you have been continuously employed by Disney or an Affiliate thereof for the entire calendar year. In determining the total number of consecutive Service Years that you have been so employed, the Company shall apply such rules regarding the bridging of service as the Committee may adopt from time to time.

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Notwithstanding any other term or provision hereof, if you are employed pursuant to an employment agreement with Disney or an Affiliate which provides under certain circumstances for the continued vesting and/or exercisability of this Option in the event of the termination of such employment agreement prior to its scheduled expiration date (a “Contractual Extension Provision”), then, except as otherwise expressly provided in such employment agreement, (i) this Option shall be interpreted and applied in all respects to have the same effect as if you had remained continuously employed by Disney or an Affiliate thereof from the Grant Date of this Option through the scheduled expiration date of such employment agreement and (ii) the date of termination of your employment for all purposes hereunder shall be deemed to be the scheduled expiration date of such employment agreement.

Solely for purposes of (i) determining whether, and to what extent, the Participant shall have become eligible to exercise all or any portion of this Option and (ii) determining the period during which any vested portion of this Option remains exercisable following termination of the Participant’s employment, the Participant shall be deemed to have continued in employment (without duplication of any service credit afforded with respect to a Contractual Extension Provision, as defined below) with Disney or an Affiliate during any period for which the Company provides Participant pay in lieu of notice in connection with The Worker Adjustment and Retraining Notification Act, as currently in effect and as the same may be amended from time to time, or any successor statute thereto or any comparable provision of state, local or foreign law applicable to the Participant.

You expressly authorize and consent to the collection, possession, use, retention and transfer of your personal data, whether in electronic or other form, by and among Disney, its Affiliates, third-party administrator(s) and other possible recipients, in each case for the exclusive purpose of implementing, administering, facilitating and/or managing your Awards under, and participation in, the Plan. Such personal data may include, without limitation, your name, home address and telephone number, date of birth, Social Security Number, social insurance number or other identification number, salary, nationality, job title and other job-related information, tax information, the number of Disney shares held or sold by you, and the details of all Awards (including any information contained in this Award and all Award-related materials) granted to you, whether exercised, unexercised, vested, unvested, cancelled or outstanding (“Data”). You acknowledge, understand and agree that Data will be

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transferred to Merrill Lynch, which is assisting Disney with the implementation, administration and management of the Plan, and/or to such other third-party plan administrator(s) and/or recipients as may be selected by Disney in the future. You understand that one or more of the administrators or recipients of Data may be located in countries other than the country of your current residence, and that such other countries may have data privacy laws and protections different from, and less protective than, the laws and protections of the country of your current residence, the Member States of the European Union or any other country to which you may be at any time relocated.

***********************

Note: Non-Qualified Stock Options are granted and vested in the United States. You are responsible for any applicable taxes whether you are in the United States or any other country. At the time of exercise, Disney will withhold any minimum statutory local or U.S. taxes, as applicable.

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EX-10.9

Exhibit 10.9

THE WALT DISNEY COMPANY

Schedule of Provisions for

Performance-Based Restricted Stock Unit Award

Pursuant to the 2011 Stock Incentive Plan

(Three-Year Vesting subject to Total Shareholder Return/ROIC Tests)

AWARD AGREEMENT, dated as of Date between The Walt Disney Company, a Delaware corporation (“Disney”), and Participant Name (the “Participant”). This Award is granted on Grant Date (the “Date of Grant”) by the Compensation Committee of the Disney Board of Directors (the “Committee”) pursuant to the terms of the 2011 Stock Incentive Plan, as amended (the “Plan”).

Section 1. Restricted Stock Unit Award. Disney hereby grants to the Participant, on the terms and conditions set forth herein, an Award for a target number of Stock Units of #### (such target number of Stock Units, together with such number of additional whole or fractional Stock Unit(s), if any, as may from time to time be credited with respect thereto (as dividend equivalents) pursuant to Section 4 hereof, being referred to herein as the “Target Award Amount”). The number of Stock Units which may be awarded hereunder is dependent upon the satisfaction of the conditions set forth herein and may range from no Stock Units to 200% of the Target Award Amount. The Stock Units are notional units of measurement denominated in Shares of Disney (i.e., one Stock Unit is equivalent in value to one Share, subject to the terms hereof). The Stock Units represent an unfunded, unsecured obligation of Disney.

Section 2. Vesting Requirements. The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

A.Total Shareholder Return Test. The vesting of fifty percent of the Stock Units subject to this Award (the “TSR Target Award Amount”) shall be conditioned upon the satisfaction of a performance vesting requirement (the “TSR Performance Requirement”) based on Total Shareholder Return of Disney as compared to the Total Shareholder Returns of the S&P 500 Companies, in each case, with respect to the three-year period ending on the Determination Date (as each such term is defined below). To satisfy the TSR Performance Requirement, the TSR Percentile (as hereinafter defined) of Disney must equal or exceed the TSR Percentile of 25.00% of the S&P 500 Companies (the “S&P 25th TSR Percentile”). If this requirement is met, the number of Stock Units as to which the TSR Performance Requirement shall be satisfied shall be determined as follows:

i.If the TSR Percentile of Disney is equal to “S&P 25th TSR Percentile”, then the number of Stock Units which shall satisfy the TSR Performance Requirement shall be 50% of the TSR Target Award Amount.

ii.If the TSR Percentile of Disney is equal to “S&P 55th TSR Percentile”, then the number of Stock Units which shall satisfy the TSR Performance Requirement shall be 100% of the TSR Target Award Amount.

iii.If the TSR Percentile of Disney equals or exceeds the TSR Percentile of 75.00% of the S&P 500 Companies (the “S&P 75th TSR Percentile”), the number of Stock Units which shall satisfy the TSR Performance Requirement shall be 200% of the TSR Target Award Amount.*

iv.If the TSR Percentile of Disney exceeds the S&P 25th TSR Percentile but is less than the S&P 55th TSR Percentile, or exceeds the S&P 55th TSR Percentile but is less than the S&P 75th TSR Percentile, the percentage of Stock Units as to which the TSR Performance Requirement shall have been satisfied shall be determined by mathematical interpolation between 50% and 100% or 100% and 200%, as applicable. For example, if the TSR Percentile of Disney is 35.00%, then Stock Units equal to 66.67% of the TSR Target Award Amount shall have satisfied the TSR Performance Requirement; if the TSR Percentile of Disney is 60.00%, then 125.00% of the TSR Target Award Amount shall have satisfied the TSR Performance Requirement.

For the purposes hereof, the terms set forth below shall have the following meanings:

“Determination Date” shall mean the date which precedes the Scheduled Vesting Date (as hereinafter defined) by one month. For example, for an Award vesting on a January 14 of any specified year, the Determination Date of such Award is December 14 of the prior year.

“Total Shareholder Return” shall mean an amount equal to the average of the total return figures for the three-year periods ending on the twenty (20) trading days referred to below as currently reported under “Comparative Returns” by Bloomberg L.P. (“Bloomberg”) (or any other reporting service that the Committee may designate from time to time):

(i)for Disney (as such total return figures for Disney may be adjusted by the Committee, by no later than the Scheduled Vesting Date, to take into account any factors which the Committee has determined are not properly reflected in such reported figures) or

(ii)for any other S&P 500 Company,

in each case for the twenty (20) latest trading days up to and (if the Determination Date is a trading day) including the Determination Date.

“TSR Percentile” shall mean the percentile ranking (which shall be carried out to two decimal points) as determined by Disney on the basis of the Total Shareholder Return figures reported by Bloomberg (or any other reporting service that the Committee may designate from time to time) for each of the S&P 500 Companies, including Disney (provided that in the case of Disney adjustments may be made by the Committee with respect to Total Shareholder Return as provided above).

“S&P 500 Companies” shall mean all of the companies which are listed on the Standard & Poor’s 500 Composite Index, including Disney, on the date which is three years and twenty (20) trading days prior to the Determination Date and which remain continuously listed on the Standard & Poor’s 500 Composite Index through and including the Determination Date; provided however, that for the purposes hereof the Standard & Poor’s 500 Composite Index shall be deemed to include companies that were removed therefrom during the measurement period but that continued during the entire measurement period to have their shares listed on at least one of the NYSE, NASDAQ, American Stock Exchange, Boston Stock Exchange, Chicago Stock Exchange, National Stock Exchanged (formerly Cincinnati Stock Exchange), NYSE Arca (formerly known as the Pacific Stock Exchange), Philadelphia Stock Exchange or any other exchange(s) that the Committee may designate from time to time.

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B.ROIC Test. The vesting of the remaining fifty percent of the Stock Units subject to this Award (the “ROIC Target Award Amount”) shall be conditioned upon the satisfaction of a performance vesting requirement (the “ROIC Performance Requirement”) based upon Average ROIC with respect to the three-fiscal year period commencing with the fiscal year in which the Award is made (the “ROIC Performance Period”). To satisfy the ROIC Performance Requirement, the Committee must determine that the Average ROIC with respect to the ROIC Performance Period equals or exceeds the ROIC Threshold. If this requirement is met, the number of Stock Units as to which the ROIC Performance Requirement shall be satisfied shall be determined as follows:

i.If Average ROIC equals the ROIC Threshold, then the number of Stock Units which shall satisfy the ROIC Performance Requirement shall be 50% of the ROIC Target Award Amount.

ii.If Average ROIC equals the ROIC Target, the number of Stock Units which shall satisfy the ROIC Performance Requirement shall be 100% of the ROIC Target Award Amount.

iii.If Average ROIC equals or exceeds the ROIC Maximum, the number of Stock Units which shall satisfy the ROIC Performance Requirement shall be 200% of the ROIC Target Award Amount.

iv.If Average ROIC is above one but below the next performance level specified above, the number of Stock Units which shall satisfy the ROIC Performance Requirement shall be determined by mathematical interpolation between such two performance levels.

For the purposes hereof, the terms set forth below shall have the following meanings:

“Annual After-Tax Operating Performance” with respect to any fiscal year means the sum of (i) and (ii), minus (iii), where (i), (ii) and (iii) are:

(i)segment operating income for such fiscal year, as reported in Disney’s audited financial statements for such fiscal year,

(ii)corporate and unallocated shared expenses for such fiscal year, as reported in Disney’s audited financial statements for such fiscal year, and

(iii)the amount determined by multiplying the sum of (i) and (ii) by the effective Federal Corporate Tax Rate at the beginning of the Fiscal Year for the year of the grant.

Notwithstanding the foregoing, segment operating income and corporate and unallocated shared expenses as referenced in (i) and (ii) above shall be subject to such adjustments thereto as the Committee deems appropriate in its sole discretion (x) to exclude the effect of extraordinary, unusual and/or nonrecurring items and (y) to reflect such other factors as the Committee deems appropriate to fairly reflect operating performance for the applicable fiscal year.

“Average ROIC” shall mean the percentage equal to the average of the ROIC determined separately for each of the three fiscal years in the ROIC Performance Period.

3

“Invested Capital” as of the end of any fiscal year means the remainder of (i) minus (ii), where (i) and (ii) are:

(i)Disney’s total assets as of the last day of such fiscal year, and

(ii)the sum of

(1)Disney’s cash, cash equivalents and restricted cash as such last day of such fiscal years,

(2)Disney’s deferred tax assets, and

(3)Disney’s Non-Interest Bearing Liabilities.

in the case of each item in clause (i) or (ii)(1), (2) and (3) above, as reported in Disney’s audited financial statements for such fiscal year, but subject to adjustment by the Committee, by no later than the Scheduled Vesting Date, to take into account any factors or occurrences (such as an acquisition of assets in exchange for stock or a disposition of assets in a spin-off or similar transaction) which the Committee determines inequitably and substantially enlarge or diminish the rights of the Participant and other Plan participants with respect to the Award and similar awards granted under the Plan.

“ROIC” with respect to any fiscal year means the percentage determined by dividing (i) the Annual After-Tax Operating Performance for such fiscal year by (ii) the average of Invested Capital at the end of such fiscal year and at the end of the immediately prior fiscal year.

“ROIC Maximum” means the level of Average ROIC specified by the Committee at which the maximum amount payable with respect to the ROIC Target Award Amount shall be earned.

“ROIC Target” means the level of Average ROIC specified by the Committee at which the ROIC Target Award Amount shall be earned, set no later than the end of the first quarter of the fiscal year in which the award is made.

“ROIC Threshold” means the level of Average ROIC specified by the Committee below which no portion of the ROIC Target Award Amount shall be earned.

“Non-Interest Bearing Liabilities” means the amount of money that a company owes (a liability on the balance sheet, current or non-current), without any interest or penalties accruing to the amount owed. For the avoidance of any doubt, Non-Interest Bearing Liabilities exclude liabilities related to deferred taxes, pension, retirement and leases.

C.Service Vesting Requirement. In addition to whichever of the performance vesting requirements of subsection A or B of this Section 2 is applicable to a stated portion of the Stock Units subject to this Award, the right of the Participant to receive payment of this Award shall become vested only if he or she remains continuously employed by Disney or an Affiliate from the date hereof until the Scheduled Vesting Date.

4

If the service vesting requirements of this Section 2.C are not satisfied, all of the Stock Units subject to this Award shall be immediately forfeited and the Participant’s rights with respect thereto shall cease.

All Stock Units for which all of the requirements of this Section 2 have been satisfied shall become vested and shall thereafter be payable in accordance with Section 5 hereof. Subject to the terms, conditions and performance-based vesting requirements set forth herein, the Stock Units subject to this Award will vest on the third anniversary date of the Date of Grant (the “Scheduled VestingDate”).

Section 3. Accelerated Vesting. Notwithstanding the terms and conditions of Section 2 hereof, upon the Participant's death or disability (within the meaning of Section 409A of the Internal Revenue Code), or upon the occurrence of a Triggering Event within the 12-month period following a Change in Control (in accordance with Section 11 of the Plan as in effect as of the date of the Triggering Event), in any case, prior to the Scheduled Vesting Date, the provisions of this Section 3 shall apply to determine the extent to which the Participant’s Restricted Stock Units that have not previously been forfeited shall become vested. If such death, disability or Triggering Event occurs while the Participant is employed by Disney (or an affiliate) and

A.prior to the Determination Date, this Award shall become fully vested (provided that, for this purpose, the performance conditions applicable under subsection A or B of Section 2 shall in each case be deemed to have been satisfied at the 50th percentile of comparative performance), or

B.after the Determination Date but before the Scheduled Vesting Date, then the number of Restricted Stock Units which shall become vested shall be determined on the same basis as if the Participant had been continuously employed by Disney (or an Affiliate) until the Scheduled Vesting Date.

Any Restricted Stock Units that become vested pursuant to this Section 3 shall be payable in accordance with Section 5 hereof.

Section 4. Dividend Equivalents. Any dividends paid in cash on Shares of Disney will be credited to the Participant as additional Restricted Stock Units as if the Restricted Stock Units previously held by the Participant were outstanding Shares, as follows: such credit shall be made in whole Restricted Stock Units only (rounded downward to the nearest whole unit) and shall be based on the fair market value (as defined in the Plan) of the Shares on the date of payment of such dividend. All such additional Restricted Stock Units shall be subject to the same vesting requirements applicable to the Restricted Stock Units in respect of which they were credited and shall be payable in accordance with Section 5 hereof.

Section 5. Payment of Award. Payment of vested Restricted Stock Units shall be made within 30 days following the applicable date under Section 2 hereof as of which the vesting requirements under Section 2 hereof shall have been satisfied with respect to any tranche, as applicable (or within 30 days following acceleration of vesting under Section 3 hereof, if applicable). The Restricted Stock Units shall be paid in cash or in Shares (or some combination thereof), as determined by the Committee in its discretion at the time of payment, and in either case shall be paid to the Participant after deduction of applicable withholding taxes in the amount determined by the Committee. If the Participant is a U.S. taxpayer, Disney will withhold all U.S. federal and state taxes as required by law at the then-current rate for supplemental wage income as applicable. If the Participant is resident in a foreign country, the Participant shall be responsible for the payment of any applicable local country taxes, including, without limitation, income taxes, social security taxes, and fringe benefit taxes, and Disney will either withhold such taxes as required by local law, or, alternatively, Participant will be required to pay such taxes directly or, where permitted by local law with respect to fringe benefit taxes, to reimburse Disney or the affiliated entity by whom you are employed for such taxes paid by Disney or such affiliated entity.

5

Section 6. Extended Vesting.

(a)In the event that Participant’s employment with Disney or an Affiliate thereof terminates for any reason other than death, disability or “cause” (as further provided in the Plan) at a time when (i) the Participant has attained the age of sixty and has completed at least ten consecutive Service Years (as hereinafter defined) and (ii) at least one year has passed since the Date of Grant of this Award, then the remaining then unvested tranche(s) of this Award shall vest in accordance with the terms and provisions hereof in the same manner as if Participant’s employment had continued through the scheduled vesting date(s) of such tranche(s). For purposes of the foregoing, “Service Year” shall mean any full 12-month period during which the Participant was continuously employed by Disney or an affiliate thereof. In determining the total number of consecutive Service Years that the Participant has been so employed, Disney shall apply such rules regarding the bridging of service as the Committee may adopt from time to time. \

(b)Notwithstanding any other term or provision hereof, if at the time of termination of employment (other than upon the scheduled expiration date of an employment agreement) Participant is employed pursuant to an employment agreement with Disney or an Affiliate which provides under certain circumstances for the continued vesting of any Stock Units subject to this Award in the event of the termination of such employment agreement prior to its scheduled expiration date (a “Contractual Extension Provision”), then, except as otherwise provided in such employment agreement, (i) this Section 6 shall be interpreted and applied in all respects as if Participant had remained continuously employed by Disney or an Affiliate thereof from the Date of Grant of this Award through the scheduled expiration date of such employment agreement and (ii) the date of termination of Participant’s employment for all purposes under this Section 6 shall be deemed to be the scheduled expiration date of such employment agreement.

(c)Solely for purposes of determining whether, and to what extent, the Participant shall have satisfied the service vesting requirement in Section 2.C, the Participant shall be deemed to have continued in employment (without duplication of any service credit afforded with respect to a Contractual Extension Provision) with Disney or an Affiliate during any period for which such entity provides Participant pay in lieu of notice in connection with The Worker Adjustment and Retraining Notification Act, as currently in effect and as the same may be amended from time to time, or any successor statute thereto or any comparable provision of state, local or foreign law applicable to the Participant.

Section 7. Restrictions on Transfer. Neither this Award nor any Restricted Stock Units covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to Disney as a result of forfeiture of the Restricted Stock Units as provided herein.

Section 8. No Voting Rights. The Restricted Stock Units granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

Section 9. Award Subject to Plan. This Restricted Stock Unit Award is subject to the terms of the Plan, the terms and provisions of which are hereby incorporated by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail.

Section 10. Changes in Capitalization. The Restricted Stock Units under this Award shall be subject to the provisions of the Plan relating to adjustments for changes in corporate capitalization.

Section 11. No Right of Employment. Nothing in this Award Agreement shall confer upon the Participant any right to continue as an employee of Disney or an Affiliate nor interfere in any way with the right of Disney or an Affiliate to terminate the Participant's employment at any time or to change the terms and conditions of such employment.

6

Section 12.Effect of Employment Agreement. If the Participant is employed pursuant to an employment agreement with Disney, any provisions thereof relating to the effect of a termination of the Participant’s employment upon his or her rights with respect to this Award, including, without limitation, any provisions regarding acceleration of vesting and/or payment of this Award in the event of termination of employment, shall be fully applicable and supersede any provisions hereof with respect to the same subject matter.

Section 13.Data Privacy. The Participant expressly authorizes and consents to the collection, possession, use, retention and transfer of personal data of the Participant, whether in electronic or other form, by and among Disney, its Affiliates, third-party administrator(s) and other possible recipients, in each case for the exclusive purpose of implementing, administering, facilitating and/or managing the Participant’s Awards under, and participation in, the Plan. Such personal data may include, without limitation, the Participant’s name, home address and telephone number, date of birth, Social Security Number, social insurance number or other identification number, salary, nationality, job title and other job-related information, tax information, the number of Disney shares held or sold by the Participant, and the details of all Awards (including any information contained in this Award and all Award-related materials) granted to the Participant, whether exercised, unexercised, vested, unvested, cancelled or outstanding (“Data”). The Participant acknowledges, understands and agrees that Data will be transferred to Merrill, which is assisting Disney with the implementation, administration and management of the Plan, and/or to such other third-party plan administrator(s) and/or recipients as may be selected by Disney in the future. The Participant understands that one or more of the administrators or recipients of Data may be located in countries other than the country of Participant’s current residence, and that such other countries may have data privacy laws and protections different from, and less protective than, the laws and protections of the country of Participant’s current residence, the Member States of the European Union or any other country to which the Participant may be at any time relocated.

Section 14. Governing Law. This Award Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

***********************

Note: Restricted Stock Units are granted and vested in the United States. You are responsible for any applicable taxes whether you are in the United States or any other country. At the time of vesting, Disney will withhold any minimum statutory local or U.S. taxes, as applicable.

7

EX-22

Exhibit 22

List of Guarantor Subsidiaries

TWDC Enterprises 18 Corp (Legacy Disney) is a subsidiary of The Walt Disney Company (TWDC) and, as of December 30, 2023, a guarantor of TWDC’s registered debt securities. Legacy Disney is also an issuer of registered debt securities, which are guaranteed by TWDC. At December 30, 2023, the registered debt securities were as follows:

CUSIPs for TWDC Registered Debt Securities Guaranteed by Legacy Disney

254687FK7 / 254687FL5 / 254687FM3 / 254687FN1 / 254687FP6 / 254687FQ4 / 254687FR2 / 254687FS0 / 254687CT1 / 254687CV6 / 254687CX2 / 254687CZ7 / 254687DB9 / 254687DD5 / 254687DF0 / 254687DH6 / 254687DK9 / 254687DM5 / 254687DP8 / 254687DR4 / 254687DT0 / 254687DV5 / 254687DX1 / 254687DZ6 / 254687EB8 / 254687ED4 / 254687EF9 / 254687EH5 / 254687EK8 / 254687EM4 / 254687EP7 / 254687ER3 / 254687ET9 / 254687EV4 / 254687EX0 / 254687EZ5 / 254687FB7 / 254687FD3 / 254687FF8 / 254687FU5 / 254687FV3 / 254687FW1 / 254687FX9 / 254687FY7 / 254687FZ4 / 254687GA8

CUSIPs for Legacy Disney Registered Debt Securities Guaranteed by TWDC

254687CD6 / 25468PDF0 / 25468PDK9 / 25468PDM5 / 25468PDV5 / 25468PBW5 / 25468PCP9 / 25468PCR5 / 25468PCX2 / 25468PDB9 / 25468PDN3 /

EX-31.A

Exhibit 31(a)

RULE 13a-14(a) CERTIFICATION IN

ACCORDANCE WITH SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Iger, Chief Executive Officer of The Walt Disney Company (the “Company”), certify that:

1.I have reviewed this quarterly report on Form 10-Q of the Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 7, 2024	By:	/s/ ROBERT A. IGER
			Robert A. Iger
			Chief Executive Officer

EX-31.B

Exhibit 31(b)

RULE 13a-14(a) CERTIFICATION IN

ACCORDANCE WITH SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh F. Johnston, Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (the “Company”), certify that:

1.I have reviewed this quarterly report on Form 10-Q of the Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 7, 2024	By:	/s/ HUGH F. JOHNSTON
			Hugh F. Johnston
			Senior Executive Vice President and Chief Financial Officer

EX-32.A

Exhibit 32(a)

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Walt Disney Company (the “Company”) on Form 10-Q for the fiscal quarter ended December 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert A. Iger, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ ROBERT A. IGER
	Robert A. Iger
	Chief Executive Officer
	February 7, 2024

EX-32.B

Exhibit 32(b)

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Walt Disney Company (the “Company”) on Form 10-Q for the fiscal quarter ended December 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hugh F. Johnston, Senior Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ HUGH F. JOHNSTON
	Hugh F. Johnston
	Senior Executive Vice President and Chief Financial Officer
	February 7, 2024

XML

Document and Entity Information - shares	3 Months Ended
	Dec. 30, 2023	Jan. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 30, 2023
Document Transition Report	false
Entity File Number	001-38842
Entity Registrant Name	WALT DISNEY CO/
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-0940635
Entity Address, Address Line One	500 South Buena Vista Street
Entity Address, City or Town	Burbank
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91521
City Area Code	818
Local Phone Number	560-1000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DIS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,834,302,235
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001744489
Current Fiscal Year End Date	--09-28
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Revenues		$ 23,549	$ 23,512
Selling, general, administrative and other		(3,783)	(3,827)
Depreciation and amortization		(1,243)	(1,306)
Total costs and expenses		(20,613)	(21,519)
Restructuring and impairment charges	[1]	0	(69)
Other expense, net	[2]	0	(42)
Interest expense, net		(246)	(300)
Equity in the income of investees		181	191
Income before income taxes		2,871	1,773
Income taxes		(720)	(412)
Net income		2,151	1,361
Net income attributable to noncontrolling interests		240	82
Net income attributable to Disney		$ 1,911	$ 1,279
Earnings (Loss) Per Share [Abstract]
Diluted		$ 1.04	$ 0.70
Basic		$ 1.04	$ 0.70
Weighted average number of common and common equivalent shares outstanding:
Diluted (shares)		1,835	1,827
Basic (shares)		1,832	1,825
Service
Revenues		$ 20,975	$ 20,997
Cost of Goods and Services Sold		(13,922)	(14,781)
Product
Revenues		2,574	2,515
Cost of Goods and Services Sold		$ (1,665)	$ (1,605)

[1] See Note 16 for a discussion of amounts in restructuring and impairment charges.

[2] See Note 4 for a discussion of amounts in other expense, net.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Net income	$ 2,151	$ 1,361
Other Comprehensive Income/(Loss), Net of Tax:
Market value adjustments for hedges	(319)	(542)
Pension and postretirement medical plan adjustments	(21)	1
Foreign currency translation and other	174	227
Other comprehensive loss	(166)	(314)
Comprehensive income	1,985	1,047
Net income attributable to noncontrolling interests	(240)	(82)
Other comprehensive income attributable to noncontrolling interests	(44)	(45)
Comprehensive income attributable to Disney	$ 1,701	$ 920

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Current assets
Cash and Cash Equivalents	$ 7,192	$ 14,182
Receivables, net	14,115	12,330
Inventories	1,954	1,963
Content advances	1,409	3,002
Other current assets	1,301	1,286
Total current assets	25,971	32,763
Produced and licensed content costs	32,725	33,591
Investments	3,084	3,080
Attractions, buildings and equipment	72,096	70,090
Accumulated depreciation	(43,575)	(42,610)
Parks, resorts and other property before projects in progress and land, Total	28,521	27,480
Projects in progress	5,618	6,285
Land	1,182	1,176
Parks, resorts and other property	35,321	34,941
Intangible assets, net	12,639	13,061
Goodwill	77,066	77,067
Other assets	10,968	11,076
Total assets	197,774	205,579
Current liabilities
Accounts payable and other accrued liabilities	18,676	20,671
Current portion of borrowings	6,087	4,330
Deferred revenue and other	6,270	6,138
Total current liabilities	31,033	31,139
Borrowings	41,603	42,101
Deferred income taxes	7,041	7,258
Other long-term liabilities	12,596	12,069
Commitments and contingencies
Redeemable Noncontrolling Interests	0	9,055
Equity
Preferred stock	0	0
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.9 billion shares at December 30, 2023 and 1.8 billion shares at September 30, 2023	57,640	57,383
Retained earnings	47,490	46,093
Accumulated other comprehensive loss	(3,502)	(3,292)
Treasury stock, at cost, 19 million shares	(907)	(907)
Total Disney Shareholders' equity	100,721	99,277
Noncontrolling interests	4,780	4,680
Total equity	105,501	103,957
Total liabilities and equity	$ 197,774	$ 205,579

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions	Dec. 30, 2023	Sep. 30, 2023
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	4,600	4,600
Common stock, issued	1,900	1,800
Common Stock, Outstanding	1,900	1,800
Treasury Stock, Common, Shares	19	19

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Net income	$ 2,151	$ 1,361
OPERATING ACTIVITIES
Depreciation and amortization	1,243	1,306
Deferred income taxes	(51)	(15)
Equity in the income of investees	(181)	(191)
Cash distributions received from equity investees	153	176
Net change in produced and licensed content costs and advances	2,642	558
Equity-based compensation	308	270
Other, net	(64)	(163)
Changes in operating assets and liabilities:
Receivables	(1,554)	(1,423)
Inventories	8	(88)
Other assets	30	(443)
Accounts payable and other liabilities	(1,396)	(2,378)
Income taxes	(1,104)	56
Net Cash Provided by (Used in) Operating Activities, Total	2,185	(974)
INVESTING ACTIVITIES
Investments in parks, resorts and other property	(1,299)	(1,181)
Other, net	53	(111)
Cash used in investing activities	(1,246)	(1,292)
FINANCING ACTIVITIES
Commercial paper borrowings, net	1,046	799
Borrowings	0	67
Reduction of borrowings	(309)	(1,000)
Contributions from / sale of noncontrolling interest	0	178
Acquisition of redeemable noncontrolling interest	(8,610)	(900)
Other, net	(133)	(187)
Cash used in financing activities	(8,006)	(1,043)
Impact of Exchange Rate on Cash, Cash Equivalents and Restricted Cash	79	164
Change in Cash, Cash Equivalents and Restricted Cash	(6,988)	(3,145)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	14,235	11,661
Cash, Cash Equivalents and Restricted Cash, End of Period	$ 7,247	$ 8,516

XML

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions		Total	Common Stock		Retained Earnings	AOCI Attributable to Parent	Treasury Stock	Disney Shareholders	Non-controlling Interests	[2]	Total excluding redeemable noncontrolling interest
BEGINNING BALANCE (in shares) at Oct. 01, 2022	[1]		1,824
Beginning Balance at Oct. 01, 2022			$ 56,398		$ 43,636	$ (4,119)	$ (907)	$ 95,008	$ 3,871		$ 98,879
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)		$ 1,047			1,279	(359)		920	(16)		904
Equity compensation activity (in shares)			2
Equity compensation activity			$ 180					180			180
Contributions		$ 178							178		178
Distributions and other			$ 1		40			41	(47)		(6)
ENDING BALANCE (in shares) at Dec. 31, 2022	[1]		1,826
Ending Balance at Dec. 31, 2022			$ 56,579		44,955	(4,478)	(907)	96,149	3,986		100,135
BEGINNING BALANCE (in shares) at Sep. 30, 2023		1,800	1,830	[1]
Beginning Balance at Sep. 30, 2023		$ 103,957	$ 57,383		46,093	(3,292)	(907)	99,277	4,680		103,957
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)		1,985			1,911	(210)		1,701	129		1,830
Equity compensation activity (in shares)			4
Equity compensation activity			$ 250					250			250
Dividends					(549)			(549)			(549)
Contributions		$ 0
Distributions and other			$ 7		35			42	(29)		13
ENDING BALANCE (in shares) at Dec. 30, 2023		1,900	1,834	[1]
Ending Balance at Dec. 30, 2023		$ 105,501	$ 57,640		$ 47,490	$ (3,502)	$ (907)	$ 100,721	$ 4,780		$ 105,501

[1] Shares are net of treasury shares.

[2] Excludes redeemable noncontrolling interests.

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Principles of Consolidation

3 Months Ended

Dec. 30, 2023

Principles of Consolidation

Principles of Consolidation

These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe that we have included all normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the quarter ended December 30, 2023 are not necessarily indicative of the results that may be expected for the year ending September 28, 2024.

The terms “Company,” “Disney,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company, The Walt Disney Company, as well as the subsidiaries through which its various businesses are actually conducted.

These financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K.

Variable Interest Entities

The Company enters into relationships with or makes investments in other entities that may be variable interest entities (VIE). A VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai Disney Resort (together the Asia Theme Parks) are VIEs in which the Company has less than 50% equity ownership. Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-day operating activities and the development of business strategies that we believe most significantly impact the economic performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia Theme Parks in its financial statements.

Redeemable Noncontrolling Interest

Hulu LLC

In November 2023, NBC Universal (NBCU) exercised its right to require the Company to purchase NBCU’s 33% interest in Hulu LLC (Hulu), a direct-to-consumer (DTC) streaming service provider, at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $27.5 billion. In connection with the redemption, the Company will pay NBCU 50% of the future tax benefits from the amortization of the purchase of NBCU’s interest in Hulu that will generally arise over a 15-year period. In December 2023, the Company paid NBCU $8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions.

Based on valuation procedures agreed upon by NBCU and the Company, Hulu’s equity fair value for purposes of determining the redemption payment is not expected to be finalized until later in calendar 2024. If Hulu’s equity fair value is determined to be higher than the guaranteed floor value, the Company is required to pay NBCU its share of the difference between the equity fair value and the guaranteed floor value.

The Company is required to accrete NBCU’s interest to the estimated redemption value and has accreted to the guaranteed floor value. If the redemption value is higher than the guaranteed floor value, we would record the increment as “Net income attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in the Condensed Consolidated Statements of Income. Estimating the redemption value prior to its final determination requires management to make significant judgments related to assessing the fair value of Hulu.

BAMTech LLC

In November 2022, the Company purchased Major League Baseball’s (MLB) 15% redeemable noncontrolling interest in BAMTech LLC (BAMTech), which holds the Company’s domestic DTC sports business, for $900 million (MLB buy-out). MLB’s interest was recorded in the Company’s financial statements at $828 million prior to the MLB buy-out. The $72 million difference was recorded as an increase in “Net income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Income.

During the three months ended December 31, 2022, Hearst Corporation (Hearst) contributed $178 million to the domestic DTC sports business to fund its 20% share of the MLB buy-out.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.

Reclassifications

Certain reclassifications have been made in the fiscal 2023 financial statements and notes to conform to the fiscal 2024 presentation.

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Segment Information

3 Months Ended

Dec. 30, 2023

Segment Information

Segment Information

The Company’s operations are reported in three segments: Entertainment, Sports and Experiences, for which separate financial information is evaluated regularly by the Chief Executive Officer to allocate resources and assess performance.

Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income/expense, net interest expense, income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees and excludes amortization of intangible assets and the fair value step-up for film and television costs recognized in connection with the acquisition of TFCF Corporation (TFCF) and Hulu in fiscal 2019 (TFCF and Hulu acquisition amortization). Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.

Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.

Segment revenues and segment operating income are as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Revenues:
Entertainment
Third parties	$	9,881	$	10,584
Intersegment	100		91
	9,981		10,675
Sports
Third parties	4,536		4,383
Intersegment	299		257
	4,835		4,640
Experiences	9,132		8,545
Eliminations	(399)		(348)
Total segment revenues	$	23,549	$	23,512
Segment operating income:
Entertainment	$	874	$	345
Sports	(103)		(164)
Experiences	3,105		2,862
Total segment operating income(1)	$	3,876	$	3,043

(1) Equity in the income of investees is included in segment operating income as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Entertainment	$	171	$	193
Sports	13		3
Experiences	—		(2)
Equity in the income of investees included in segment operating income	184		194
Amortization of TFCF intangible assets related to equity investees	(3)		(3)
Equity in the income of investees, net	$	181	$	191

A reconciliation of segment operating income to income before income taxes is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Segment operating income	$	3,876	$	3,043
Corporate and unallocated shared expenses	(308)		(280)
Restructuring and impairment charges(1)	—		(69)
Other expense, net(2)	—		(42)
Interest expense, net	(246)		(300)
TFCF and Hulu acquisition amortization(3)	(451)		(579)
Income before income taxes	$	2,871	$	1,773

(1)See Note 16 for a discussion of amounts in restructuring and impairment charges.

(2)See Note 4 for a discussion of amounts in other expense, net.

(3)TFCF and Hulu acquisition amortization is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Amortization of intangible assets	$	380	$	417
Step-up of film and television costs	68		159
Intangibles related to TFCF equity investees	3		3
	$	451	$	579

Goodwill

The changes in the carrying amount of goodwill are as follows:

	Entertainment		Sports		Experiences		Total
Balance at September 30, 2023	$	55,031	$	16,486	$	5,550	$	77,067
Currency translation adjustments and other, net	(1)		—		—		(1)
Balance at December 30, 2023	$	55,030	$	16,486	$	5,550	$	77,066

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Revenues

3 Months Ended

Dec. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer

Revenues

The following table presents our revenues by segment and major source:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,766	$	2,669	$	—	$	(293)	$	4,142
Subscription fees	4,507		415		—		—		4,922
Advertising	1,997		1,351		—		—		3,348
Theme park admissions	—		—		2,982		—		2,982
Resort and vacations	—		—		2,118		—		2,118
Retail and wholesale sales of merchandise, food and beverage	—		—		2,477		—		2,477
Merchandise licensing	192		—		967		—		1,159
TV/VOD distribution licensing	536		57		—		—		593
Theatrical distribution licensing	251		—		—		—		251
Home entertainment	209		—		—		—		209
Other	523		343		588		(106)		1,348
	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,873	$	2,653	$	—	$	(266)	$	4,260
Subscription fees	3,861		379		—		—		4,240
Advertising	2,180		1,262		1		—		3,443
Theme park admissions	—		—		2,641		—		2,641
Resort and vacations	—		—		1,980		—		1,980
Retail and wholesale sales of merchandise, food and beverage	—		—		2,382		—		2,382
Merchandise licensing	191		—		952		—		1,143
TV/VOD distribution licensing	724		76		—		—		800
Theatrical distribution licensing	1,140		—		—		—		1,140
Home entertainment	185		—		—		—		185
Other	521		270		589		(82)		1,298
	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

    The following table presents our revenues by segment and primary geographical markets:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	7,588	$	4,358	$	7,037	$	(399)	$	18,584
Europe	1,409		179		1,022		—		2,610
Asia Pacific	984		298		1,073		—		2,355
Total revenues	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	8,150	$	4,315	$	6,854	$	(348)	$	18,971
Europe	1,499		126		1,015		—		2,640
Asia Pacific	1,026		199		676		—		1,901
Total revenues	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

Revenues recognized in the current and prior-year periods from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on TV/VOD licenses for titles made available to the licensee in previous reporting periods. For the quarter ended December 30, 2023, $0.3 billion was recognized related to performance obligations satisfied as of September 30, 2023. For the quarter ended December 31, 2022, $0.3 billion was recognized related to performance obligations satisfied as of October 1, 2022.

As of December 30, 2023, revenue for unsatisfied performance obligations expected to be recognized in the future is $14 billion, primarily for IP or advertising time to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, television station affiliates, DTC wholesalers, advertisers and sports sublicensees. Of this amount, we expect to recognize approximately $5 billion in the remainder of fiscal 2024, $5 billion in fiscal 2025, $2 billion in fiscal 2026 and $2 billion thereafter. These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less (such as most advertising contracts) or (ii) licenses of IP that are solely based on the sales of the licensee.

When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations). Consideration due under contracts with payment in arrears is recognized as accounts receivable. Deferred revenues are recognized as (or when) the Company performs under the contract. The Company’s contract assets and activity for the current and prior-year periods were not material.

Accounts receivable and deferred revenues from contracts with customers are as follows:

	December 30, 2023		September 30, 2023
Accounts receivable
Current	$	11,810	$	10,279
Non-current	1,191		1,212
Allowance for credit losses	(156)		(154)
Deferred revenues
Current	5,641		5,568
Non-current	952		977

For the quarter ended December 30, 2023, the Company recognized revenue of $3.4 billion that was included in the September 30, 2023 deferred revenue balance. For the quarter ended December 31, 2022, the Company recognized revenue of $3.4 billion that was included in the October 1, 2022 deferred revenue balance. Amounts deferred generally relate to theme park admissions and vacation packages, DTC subscriptions and advances related to merchandise and TV/VOD licenses.

We evaluate our allowance for credit losses and estimate collectability of current and non-current 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, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The Company has accounts receivable with original maturities greater than one year related to the sale of film and television program rights (TV/VOD licensing) and vacation club properties. These receivables are discounted to present value at contract inception and the related revenues are recognized at the discounted amount. The balance of TV/VOD licensing receivables recorded in other non-current assets was $0.5 billion at December 30, 2023 and $0.6 billion at September 30, 2023. The balance of vacation club receivables recorded in other non-current assets was $0.7 billion at both December 30, 2023 and September 30, 2023. The allowance for credit losses for TV/VOD licensing and vacation club receivables and related activity for the periods ended December 30, 2023 and September 30, 2023 were not material.

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Other Expense, Net

3 Months Ended

Dec. 30, 2023

Other Income and Expenses [Abstract]

Other Income and Other Expense Disclosure [Text Block]

Other Expense, net

Other expense, net is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
DraftKings loss	$	—	$	(70)
Other	—		28
Other expense, net	$	—	$	(42)

In the prior-year quarter, the Company recognized a $70 million non-cash loss to adjust its investment in DraftKings, Inc. (DraftKings) to fair value.

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Cash, Cash Equivalents, Restricted Cash and Borrowings

3 Months Ended

Dec. 30, 2023

Disclosure of Cash, Cash Equivalents, Restricted Cash and Borrowings

Cash, Cash Equivalents, Restricted Cash and Borrowings

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the amounts reported in the Condensed Consolidated Statements of Cash Flows.

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	7,192	$	14,182
Restricted cash included in other assets	55		53
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	7,247	$	14,235

Borrowings

During the quarter ended December 30, 2023, the Company’s borrowing activity was as follows: 

	September 30, 2023		Borrowings		Payments		Other Activity		December 30, 2023
Commercial paper with original maturities less than three months	$	289	$	542	$	—	$	5	$	836
Commercial paper with original maturities greater than three months	1,187		754		(250)		16		1,707
U.S. dollar denominated notes	43,504		—		(295)		(39)		43,170
Asia Theme Parks borrowings	1,308		—		(14)		50		1,344
Foreign currency denominated debt and other(1)	143		—		—		490		633
	$	46,431	$	1,296	$	(559)	$	522	$	47,690

(1)The other activity is attributable to market value adjustments for debt with qualifying hedges.

At December 30, 2023, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:

	Committed Capacity		Capacity Used		Unused Capacity
Facility expiring March 2024	$	5,250	$	—	$	5,250
Facility expiring March 2025	3,000		—		3,000
Facility expiring March 2027	4,000		—		4,000
Total	$	12,250	$	—	$	12,250

These facilities allow for borrowings at rates based on the Secured Overnight Financing Rate (SOFR), and at other variable rates for non-U.S. dollar denominated borrowings, plus a fixed spread that varies with the Company’s debt ratings assigned by Moody’s Investors Service and Standard and Poor’s ranging from 0.655% to 1.225%. The 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. On December 30, 2023, the Company met this covenant by a significant margin. The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default. The Company also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility. As of December 30, 2023, the Company has $1.7 billion of outstanding letters of credit, of which none were issued under this facility.

Cruise Ship Credit Facilities

The Company has credit facilities to finance a significant portion of the contract price of two new cruise ships, which are scheduled to be delivered in fiscal 2025 and fiscal 2026. Under the facilities, $1.1 billion became available beginning in August 2023 and $1.1 billion is available beginning in August 2024. Each tranche of financing may be utilized within a period of 18 months from the initial availability date. If utilized, the interest rates will be fixed at 3.80% and 3.74%, respectively, and the loan and interest will be payable semi-annually over a 12-year period from the borrowing date. Early repayment is permitted subject to cancellation fees.

Interest expense, net

Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 9) are reported net in the Condensed Consolidated Statements of Income and consist of the following:

	Quarter Ended
	December 30, 2023		December 31, 2022
Interest expense	$	(528)	$	(465)
Interest and investment income	182		79
Net periodic pension and postretirement benefit costs (other than service costs)	100		86
Interest expense, net	$	(246)	$	(300)

Interest and investment income includes gains and losses on certain publicly traded and non-public investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.

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International Theme Parks

3 Months Ended

Dec. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

International Theme Parks

International Theme Parks

The Company has a 48% ownership interest in the operations of Hong Kong Disneyland Resort and a 43% ownership interest in the operations of Shanghai Disney Resort. The Asia Theme Parks together with Disneyland Paris are collectively referred to as the International Theme Parks.

The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets:

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	426	$	504
Other current assets	184		159
Total current assets	610		663
Parks, resorts and other property	6,212		6,150
Other assets	223		234
Total assets	$	7,045	$	7,047
Current liabilities	$	710	$	720
Long-term borrowings	1,344		1,308
Other long-term liabilities	398		392
Total liabilities	$	2,452	$	2,420

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the quarter ended December 30, 2023:

Revenues	$	1,362
Costs and expenses	(1,123)

Asia Theme Parks’ royalty and management fees of $67 million for the quarter ended December 30, 2023 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.

International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the quarter ended December 30, 2023 were $352 million provided by operating activities, $239 million used in investing activities and $12 million used in financing activities.

Hong Kong Disneyland Resort

The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52% and a 48% equity interest in Hong Kong Disneyland Resort, respectively.

The Company and HKSAR have provided loans to Hong Kong Disneyland Resort with outstanding balances of $166 million and $111 million, respectively. The interest rate on both loans is three month HIBOR plus 2%, and the scheduled maturity date is September 2025. The Company’s loan is eliminated in consolidation.

The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.7 billion ($346 million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2028. The line of credit was fully repaid during the quarter ended December 30, 2023. The Company’s line of credit is eliminated in consolidation.

Shanghai Disney Resort

Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57% and 43% equity interests in Shanghai Disney Resort, respectively. A management company, in which the Company has a 70% interest and Shendi a 30% interest, operates Shanghai Disney Resort.

The Company has provided Shanghai Disney Resort with loans totaling $978 million, bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. The Company has also provided Shanghai Disney Resort with a 1.9 billion yuan (approximately $0.3 billion) line of credit bearing interest at 8%. The line of credit was fully repaid during the quarter ended December 30, 2023. These balances are eliminated in consolidation.

Shendi has provided Shanghai Disney Resort with loans totaling 8.8 billion yuan (approximately $1.2 billion), bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a 2.6 billion yuan (approximately $0.4 billion) line of credit bearing interest at 8%. The line of credit was fully repaid during the quarter ended December 30, 2023.

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Produced and Acquired/Licensed Content Costs and Advances

3 Months Ended

Dec. 30, 2023

Other Industries [Abstract]

Produced and Acquired/Licensed Content Costs and Advances Disclosure

Produced and Acquired/Licensed Content Costs and Advances

The Company classifies its capitalized produced and acquired/licensed content costs as long-term assets and classifies advances for live programming rights made prior to the live event as short-term assets. For purposes of amortization and impairment, the capitalized content costs are classified based on their predominant monetization strategy as follows:

•Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g. theatrical revenues or sales to third-party television programmers)

•Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g. subscription revenue for a DTC service or affiliate fees for a cable television network)

Total capitalized produced and licensed content by predominant monetization strategy is as follows:

	As of December 30, 2023						As of September 30, 2023
	Predominantly Monetized Individually		Predominantly Monetized as a Group		Total		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Produced content
Released, less amortization	$	4,911	$	13,725	$	18,636	$	4,968	$	13,555	$	18,523
Completed, not released	—		1,713		1,713		70		1,786		1,856
In-process	3,157		5,394		8,551		3,331		6,120		9,451
In development or pre-production	262		132		394		279		133		412
	$	8,330	$	20,964	29,294		$	8,648	$	21,594	30,242
Licensed content - Television programming rights and advances					4,840						6,351
Total produced and licensed content					$	34,134					$	36,593
Current portion					$	1,409					$	3,002
Non-current portion					$	32,725					$	33,591

Amortization of produced and licensed content is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Produced content
Predominantly monetized individually	$	768	$	1,157
Predominantly monetized as a group	1,794		2,160
	2,562		3,317
Licensed programming rights and advances	4,590		4,539
Total produced and licensed content costs(1)	$	7,152	$	7,856

(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.

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Income Taxes Income Tax

3 Months Ended

Dec. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax Disclosure

Income Taxes

Unrecognized Tax Benefits

The Company’s gross unrecognized tax benefits (before interest and penalties) at both December 30, 2023 and September 30, 2023, were $2.5 billion. In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters, which would reduce our unrecognized tax benefits by $0.3 billion.

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Pension and Other Benefit Programs

3 Months Ended

Dec. 30, 2023

Retirement Benefits [Abstract]

Pension and Other Benefit Programs

Pension and Other Benefit Programs

The components of net periodic benefit cost (income) are as follows:

	Pension Plans				Postretirement Medical Plans
	Quarter Ended				Quarter Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Service costs	$	62	$	65	$	—	$	1
Other costs (benefits):
Interest costs	208		196		14		20
Expected return on plan assets	(284)		(288)		(14)		(15)
Amortization of previously deferred service costs	2		2		(22)		—
Recognized net actuarial loss	5		5		(9)		(6)
Total other costs (benefits)	(69)		(85)		(31)		(1)
Net periodic benefit cost (income)	$	(7)	$	(20)	$	(31)	$	—

During the quarter ended December 30, 2023, the Company did not make any material contributions to its pension and postretirement medical plans and does not currently expect to make any material contributions for the remainder of fiscal 2024. Final minimum funding requirements for fiscal 2024 will be determined based on a January 1, 2024 funding actuarial valuation, which is expected to be received in the fourth quarter of fiscal 2024.

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Earnings Per Share

3 Months Ended

Dec. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Diluted earnings per share amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period and are calculated using the treasury stock method for equity-based compensation awards (Awards). A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:

	Quarter Ended
	December 30, 2023	December 31, 2022
Shares (in millions):
Weighted average number of common and common equivalent shares outstanding (basic)	1,832	1,825
Weighted average dilutive impact of Awards	3	2
Weighted average number of common and common equivalent shares outstanding (diluted)	1,835	1,827
Awards excluded from diluted earnings per share	39	26

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Equity

3 Months Ended

Dec. 30, 2023

Equity [Abstract]

Equity

Equity

On November 30, 2023, the Board of Directors declared a cash dividend of $0.30 per share ($549 million) with respect to the second half of fiscal 2023, which was paid in January 2024 to shareholders of record as of December 11, 2023.

On February 7, 2024, the Board of Directors declared a cash dividend of $0.45 per share with respect to the first half of fiscal 2024, which will be paid on July 25, 2024 to shareholders of record as of July 8, 2024.

Effective February 7, 2024, the Board of Directors authorized a new share repurchase program for the Company to repurchase a total of 400 million shares of its common stock. The Company plans to target repurchases of $3 billion in fiscal 2024. The repurchase program does not have an expiration date.

The following tables summarize the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, before tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	259	$	(2,172)	$	(1,974)	$	(3,887)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(277)		(3)		137		(143)
Reclassifications of realized net (gains) losses to net income	(140)		(24)		—		(164)
Balance at December 30, 2023	$	(158)	$	(2,199)	$	(1,837)	$	(4,194)
First quarter of fiscal 2023
Balance at October 1, 2022	$	804	$	(3,770)	$	(2,014)	$	(4,980)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(475)		—		146		(329)
Reclassifications of realized net (gains) losses to net income	(218)		1		42		(175)
Balance at December 31, 2022	$	111	$	(3,769)	$	(1,826)	$	(5,484)

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
Tax on AOCI
First quarter of fiscal 2024
Balance at September 30, 2023	$	(64)	$	517	$	142	$	595
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	66		—		(7)		59
Reclassifications of realized net (gains) losses to net income	32		6		—		38
Balance at December 30, 2023	$	34	$	523	$	135	$	692
First quarter of fiscal 2023
Balance at October 1, 2022	$	(179)	$	901	$	139	$	861
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	100		—		8		108
Reclassifications of realized net (gains) losses to net income	51		—		(14)		37
Balance at December 31, 2022	$	(28)	$	901	$	133	$	1,006

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, after tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	195	$	(1,655)	$	(1,832)	$	(3,292)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(211)		(3)		130		(84)
Reclassifications of realized net (gains) losses to net income	(108)		(18)		—		(126)
Balance at December 30, 2023	$	(124)	$	(1,676)	$	(1,702)	$	(3,502)
First quarter of fiscal 2023
Balance at October 1, 2022	$	625	$	(2,869)	$	(1,875)	$	(4,119)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(375)		—		154		(221)
Reclassifications of realized net (gains) losses to net income	(167)		1		28		(138)
Balance at December 31, 2022	$	83	$	(2,868)	$	(1,693)	$	(4,478)

Details about AOCI components reclassified to net income are as follows:

Gain (loss) in net income:	Affected line item in the Condensed Consolidated Statements of Operations:	Quarter Ended
		December 30, 2023		December 31, 2022
Market value adjustments, primarily cash flow hedges	Primarily revenue	$	140	$	218
Estimated tax	Income taxes	(32)		(51)
		108		167
Pension and postretirement medical expense	Interest expense, net	24		(1)
Estimated tax	Income taxes	(6)		—
		18		(1)
Foreign currency translation and other	Restructuring and impairment charges	—		(42)
Estimated tax	Income taxes	—		14
		—		(28)
Total reclassifications for the period		$	126	$	138

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Equity-Based Compensation

3 Months Ended

Dec. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity-Based Compensation

Compensation expense related to stock options and restricted stock units (RSUs) is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Stock options	$	17	$	19
RSUs	291		251
Total equity-based compensation expense(1)	$	308	$	270
Equity-based compensation expense capitalized during the period	$	44	$	36

(1)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.

Unrecognized compensation cost related to unvested stock options and RSUs was $137 million and $2.8 billion, respectively, as of December 30, 2023.

During the quarters ended December 30, 2023 and December 31, 2022, the weighted average grant date fair values for options granted were $32.06 and $34.71, respectively, and for RSUs were $93.87 and $91.89, respectively.

During the quarter ended December 30, 2023, the Company made equity compensation grants consisting of 2.7 million stock options and 15.7 million RSUs.

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Commitments and Contingencies

3 Months Ended

Dec. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Matters

On May 12, 2023, a private securities class action lawsuit was filed in the U.S. District Court for the Central District of California against the Company, its former Chief Executive Officer, Robert Chapek, its former Chief Financial Officer, Christine M. McCarthy, and the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). On November 6, 2023, a consolidated complaint was filed in the same action, adding Robert Iger, the Company’s Chief Executive Officer, as a defendant. Claims in the Securities Class Action include (i) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, (ii) violations of Section 20A of the Exchange Act against Iger and McCarthy, and (iii) violations of Section 20(a) of the Exchange Act against all defendants. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning, and a scheme to conceal, accurate costs and subscriber growth of the Disney+ platform. The Company intends to defend against the lawsuit vigorously and filed a motion to dismiss the complaint for failure to state a claim on December 21, 2023. Plaintiffs filed their opposition on February 5, 2024, and the Company may file a reply brief by March 5, 2024. The lawsuit is in the early stages and at this time we cannot reasonably estimate the amount of any potential loss.

Three shareholder derivative complaints have been filed. The first, in which Hugues Gervat is the plaintiff, was filed on August 4, 2023, in the U.S. District Court for the Central District of California. The second, in which Stourbridge Investments LLC is the plaintiff, was filed on August 23, 2023 in the U.S. District Court for the District of Delaware. And the third, in which Audrey McAdams is the Plaintiff, was filed on December 15, 2023, in the U.S. District Court for the Central District of California. Each named The Walt Disney Company as a nominal defendant and alleged claims on its behalf against the Company’s Chief Executive Officer, Robert Iger; its former Chief Executive Officer, Robert Chapek; its former Chief Financial Officer, Christine M. McCarthy; the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel, and ten current and former members of the Disney Board (Susan E. Arnold; Mary T. Barra; Safra A. Catz; Amy L. Chang; Francis A. deSouza; Michael B.G. Froman; Maria Elena Lagomasino; Calvin R. McDonald; Mark G. Parker; and Derica W. Rice). Along with alleged violations of Sections 10(b), 14(a), 20(a), and Rule 10b-5 of the Securities Exchange Act, premised on the same allegations as the Securities Class Action, plaintiffs in both actions sought to recover for alleged breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste. On October 24, 2023, the Stourbridge action was voluntarily dismissed and, on November 16, 2023, was refiled in Delaware state court alleging analogous theories of liability based on state law. On October 30, 2023, the Gervat action was stayed pending a ruling on the motion to dismiss filed in the Securities Class Action. The Stourbridge action was likewise stayed under an order entered December 12, 2023. The Company intends to defend against these lawsuits vigorously. The lawsuits are in the early stages, and at this time we cannot reasonably estimate the amount of any potential loss.

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 believe that the Company has incurred a probable material loss by reason of any of those actions.

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Fair Value Measurements

3 Months Ended

Dec. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:

Level 1 - Quoted prices for identical instruments in active markets

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement Level:

	Fair Value Measurement at December 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	145	$	—	$	145
Derivatives
Foreign exchange	—		668		—		668
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,459)		—		(1,459)
Foreign exchange	—		(565)		—		(565)
Other	—		(4)		—		(4)
Other	—		(539)		—		(539)
Total recorded at fair value	$	—	$	(1,736)	$	—	$	(1,736)
Fair value of borrowings	$	—	$	44,075	$	1,370	$	45,445

	Fair Value Measurement at September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	46	$	128	$	—	$	174
Derivatives
Foreign exchange	—		1,336		—		1,336
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,791)		—		(1,791)
Foreign exchange	—		(815)		—		(815)
Other	—		(13)		—		(13)
Other	—		(465)		—		(465)
Total recorded at fair value	$	46	$	(1,602)	$	—	$	(1,556)
Fair value of borrowings	$	—	$	40,123	$	1,333	$	41,456

The fair value of Level 2 investments are primarily determined based on an internal valuation model that uses observable inputs such as stock trading price, volatility and risk free rate.

The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is mitigated by master netting agreements and collateral posting arrangements with certain counterparties, had an impact on derivative fair value estimates that was not material.

Level 2 other liabilities are primarily arrangements that are valued based on the fair value of underlying investments, which are generally measured using Level 1 and Level 2 fair value techniques.

Level 2 borrowings, which include commercial paper, U.S. dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.

Level 3 borrowings include the Asia Theme Park borrowings, which are valued based on the current borrowing cost and credit risk of the Asia Theme Parks as well as prevailing market interest rates.

The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values.

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Derivative Instruments

3 Months Ended

Dec. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.

The Company’s derivative positions measured at fair value are summarized in the following tables:

	As of December 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	399	$	206	$	(155)	$	(100)
Interest rate	—		—		(1,459)		—
Other	1		1		(3)		(1)
Derivatives not designated as hedges
Foreign exchange	59		4		(245)		(65)
Other	16		145		—		—
Gross fair value of derivatives	475		356		(1,862)		(166)
Counterparty netting	(372)		(195)		463		104
Cash collateral (received) paid	(13)		—		1,106		—
Net derivative positions	$	90	$	161	$	(293)	$	(62)

	As of September 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	595	$	338	$	(123)	$	(93)
Interest rate	—		—		(1,791)		—
Other	12		6		—		—
Derivatives not designated as hedges
Foreign exchange	384		19		(520)		(79)
Other	—		128		(13)		—
Gross fair value of derivatives	991		491		(2,447)		(172)
Counterparty netting	(770)		(262)		900		132
Cash collateral (received) paid	(123)		(7)		1,257		—
Net derivative positions	$	98	$	222	$	(290)	$	(40)

Interest Rate Risk Management

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.

The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings. The total notional amount of the Company’s pay-floating interest rate swaps at both December 30, 2023 and September 30, 2023 was $13.5 billion.

The following table summarizes fair value hedge adjustments to hedged borrowings:

	Carrying Amount of Hedged Borrowings				Fair Value Adjustments Included in Hedged Borrowings
	December 30, 2023		September 30, 2023		December 30, 2023		September 30, 2023
Borrowings:
Current	$	2,381	$	1,439	$	(60)	$	(59)
Long-term	10,296		10,748		(1,253)		(1,694)
	$	12,677	$	12,187	$	(1,313)	$	(1,753)

The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) on:
Pay-floating swaps	$	432	$	71
Borrowings hedged with pay-floating swaps	(432)		(71)
Benefit (expense) associated with interest accruals on pay-floating swaps	(154)		(95)

The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at December 30, 2023 or at September 30, 2023, and gains and losses related to pay-fixed interest rate swaps recognized in earnings for the quarters ended December 30, 2023 and December 31, 2022 were not material.

Foreign Exchange Risk Management

The Company transacts business globally and is subject to risks associated with foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with changes in foreign currency exchange rates, enabling management to focus on core business operations.

The Company enters into option and forward contracts to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment. The principal currencies hedged are the euro, Canadian dollar, Japanese yen, British pound and Chinese yuan. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.

The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of December 30, 2023 and September 30, 2023, the notional amounts of the Company’s net foreign exchange cash flow hedges were $9.5 billion and $8.3 billion, respectively. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months total $230 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) recognized in Other Comprehensive Income	$	(264)	$	(502)
Gain (loss) reclassified from AOCI into the Statements of Operations(1)	141		222

(1)Primarily recorded in revenue.

The Company designates cross currency swaps as fair value hedges of foreign currency denominated borrowings. The impact from the change in foreign currency on both the cross currency swap and borrowing is recorded to “Interest expense, net.” The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross currency swap. As of both December 30, 2023 and September 30, 2023, the total notional amount of the Company’s designated cross currency swaps was Canadian $1.3 billion ($1.0 billion). The related gains or losses recognized in earnings were not material for the quarters ended December 30, 2023 and December 31, 2022.

Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting. The net notional amounts of these foreign exchange contracts at December 30, 2023 and September 30, 2023 were $2.9 billion and $3.1 billion, respectively. The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income:

	Costs and Expenses				Interest expense, net				Income Tax Expense
Quarter Ended:	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Net gains (losses) on foreign currency denominated assets and liabilities	$	35	$	145	$	(23)	$	(18)	$	(46)	$	(88)
Net gains (losses) on foreign exchange risk management contracts not designated as hedges	(126)		(213)		21		18		42		70
Net gains (losses)	$	(91)	$	(68)	$	(2)	$	—	$	(4)	$	(18)

Commodity Price Risk Management

The Company is subject to the volatility of commodities prices and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of commodity purchases. The notional amount of these commodities contracts at December 30, 2023 and September 30, 2023 and

related gains or losses recognized in earnings for the quarters ended December 30, 2023 and December 31, 2022 were not material.

Risk Management – Other Derivatives Not Designated as Hedges

The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for hedge accounting. These contracts, which include certain total return swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings. The notional amounts of these contracts at December 30, 2023 and September 30, 2023 were $0.5 billion and $0.4 billion, respectively. The related gains or losses recognized in earnings were not material for the quarters ended December 30, 2023 and December 31, 2022.

Contingent Features and Cash Collateral

The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty were $1.5 billion and $1.6 billion at December 30, 2023 and September 30, 2023, respectively.

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Restructuring and Impairment Charges

3 Months Ended

Dec. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure

Restructuring and Impairment Charges

In the prior-year quarter ended December 31, 2022, the Company recognized restructuring charges of $69 million related to exiting our businesses in Russia. These charges are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income.

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New Accounting Pronouncements

3 Months Ended

Dec. 30, 2023

Accounting Standards Update and Change in Accounting Principle [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

Improvements to Reportable Segments Disclosures

In November 2023, the FASB issued guidance that enhances reportable segment disclosures by requiring the disclosure of significant expenses that are regularly provided to the chief operating decision maker (CODM) and included in the segment’s measure of profit or loss. It also requires an explanation of how the CODM uses the segment’s measure of profit or loss to assess segment performance and allocate resources. The guidance is effective for the Company beginning in fiscal year 2025 for annual periods and beginning in fiscal year 2026 for interim periods and requires retrospective adoption (with early adoption permitted). The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance that enhances income tax disclosures. The new guidance requires an expanded rate reconciliation and the disaggregation of cash taxes paid by U.S. federal, U.S. state and foreign jurisdictions and eliminates certain disclosures related to uncertain tax benefits. The guidance is effective for annual periods beginning with the Company’s 2026 fiscal year (with early adoption permitted). The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

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Segment Information (Tables)

3 Months Ended

Dec. 30, 2023

Financial Information by Operating Segments

Segment revenues and segment operating income are as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Revenues:
Entertainment
Third parties	$	9,881	$	10,584
Intersegment	100		91
	9,981		10,675
Sports
Third parties	4,536		4,383
Intersegment	299		257
	4,835		4,640
Experiences	9,132		8,545
Eliminations	(399)		(348)
Total segment revenues	$	23,549	$	23,512
Segment operating income:
Entertainment	$	874	$	345
Sports	(103)		(164)
Experiences	3,105		2,862
Total segment operating income(1)	$	3,876	$	3,043

(1) Equity in the income of investees is included in segment operating income as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Entertainment	$	171	$	193
Sports	13		3
Experiences	—		(2)
Equity in the income of investees included in segment operating income	184		194
Amortization of TFCF intangible assets related to equity investees	(3)		(3)
Equity in the income of investees, net	$	181	$	191

Equity In Income of Investees By Segment

Equity in the income of investees is included in segment operating income as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Entertainment	$	171	$	193
Sports	13		3
Experiences	—		(2)
Equity in the income of investees included in segment operating income	184		194
Amortization of TFCF intangible assets related to equity investees	(3)		(3)
Equity in the income of investees, net	$	181	$	191

Reconciliation of Segment Operating Income to Income before Income Taxes

A reconciliation of segment operating income to income before income taxes is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Segment operating income	$	3,876	$	3,043
Corporate and unallocated shared expenses	(308)		(280)
Restructuring and impairment charges(1)	—		(69)
Other expense, net(2)	—		(42)
Interest expense, net	(246)		(300)
TFCF and Hulu acquisition amortization(3)	(451)		(579)
Income before income taxes	$	2,871	$	1,773

(1)See Note 16 for a discussion of amounts in restructuring and impairment charges.

(2)See Note 4 for a discussion of amounts in other expense, net.

(3)TFCF and Hulu acquisition amortization is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Amortization of intangible assets	$	380	$	417
Step-up of film and television costs	68		159
Intangibles related to TFCF equity investees	3		3
	$	451	$	579

Components of TFCF and Hulu Acquisition Amortization

TFCF and Hulu acquisition amortization is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Amortization of intangible assets	$	380	$	417
Step-up of film and television costs	68		159
Intangibles related to TFCF equity investees	3		3
	$	451	$	579

Schedule of Goodwill

The changes in the carrying amount of goodwill are as follows:

	Entertainment		Sports		Experiences		Total
Balance at September 30, 2023	$	55,031	$	16,486	$	5,550	$	77,067
Currency translation adjustments and other, net	(1)		—		—		(1)
Balance at December 30, 2023	$	55,030	$	16,486	$	5,550	$	77,066

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Revenues (Tables)

3 Months Ended

Dec. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Major Source

The following table presents our revenues by segment and major source:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,766	$	2,669	$	—	$	(293)	$	4,142
Subscription fees	4,507		415		—		—		4,922
Advertising	1,997		1,351		—		—		3,348
Theme park admissions	—		—		2,982		—		2,982
Resort and vacations	—		—		2,118		—		2,118
Retail and wholesale sales of merchandise, food and beverage	—		—		2,477		—		2,477
Merchandise licensing	192		—		967		—		1,159
TV/VOD distribution licensing	536		57		—		—		593
Theatrical distribution licensing	251		—		—		—		251
Home entertainment	209		—		—		—		209
Other	523		343		588		(106)		1,348
	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Affiliate fees	$	1,873	$	2,653	$	—	$	(266)	$	4,260
Subscription fees	3,861		379		—		—		4,240
Advertising	2,180		1,262		1		—		3,443
Theme park admissions	—		—		2,641		—		2,641
Resort and vacations	—		—		1,980		—		1,980
Retail and wholesale sales of merchandise, food and beverage	—		—		2,382		—		2,382
Merchandise licensing	191		—		952		—		1,143
TV/VOD distribution licensing	724		76		—		—		800
Theatrical distribution licensing	1,140		—		—		—		1,140
Home entertainment	185		—		—		—		185
Other	521		270		589		(82)		1,298
	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

Disaggregation of Revenue by Geographical Markets

The following table presents our revenues by segment and primary geographical markets:

	Quarter Ended December 30, 2023
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	7,588	$	4,358	$	7,037	$	(399)	$	18,584
Europe	1,409		179		1,022		—		2,610
Asia Pacific	984		298		1,073		—		2,355
Total revenues	$	9,981	$	4,835	$	9,132	$	(399)	$	23,549
	Quarter Ended December 31, 2022
	Entertainment		Sports		Experiences		Eliminations		Total
Americas	$	8,150	$	4,315	$	6,854	$	(348)	$	18,971
Europe	1,499		126		1,015		—		2,640
Asia Pacific	1,026		199		676		—		1,901
Total revenues	$	10,675	$	4,640	$	8,545	$	(348)	$	23,512

Contract with Customer, Asset and Liability

Accounts receivable and deferred revenues from contracts with customers are as follows:

	December 30, 2023		September 30, 2023
Accounts receivable
Current	$	11,810	$	10,279
Non-current	1,191		1,212
Allowance for credit losses	(156)		(154)
Deferred revenues
Current	5,641		5,568
Non-current	952		977

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Other Expense, Net (Tables)

3 Months Ended

Dec. 30, 2023

Other Income and Expenses [Abstract]

Other Nonoperating Income and Expense

Other expense, net is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
DraftKings loss	$	—	$	(70)
Other	—		28
Other expense, net	$	—	$	(42)

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Cash, Cash Equivalents, Restricted Cash and Borrowings (Tables)

3 Months Ended

Dec. 30, 2023

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the amounts reported in the Condensed Consolidated Statements of Cash Flows.

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	7,192	$	14,182
Restricted cash included in other assets	55		53
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	7,247	$	14,235

Borrowing Activity

During the quarter ended December 30, 2023, the Company’s borrowing activity was as follows: 

	September 30, 2023		Borrowings		Payments		Other Activity		December 30, 2023
Commercial paper with original maturities less than three months	$	289	$	542	$	—	$	5	$	836
Commercial paper with original maturities greater than three months	1,187		754		(250)		16		1,707
U.S. dollar denominated notes	43,504		—		(295)		(39)		43,170
Asia Theme Parks borrowings	1,308		—		(14)		50		1,344
Foreign currency denominated debt and other(1)	143		—		—		490		633
	$	46,431	$	1,296	$	(559)	$	522	$	47,690

(1)The other activity is attributable to market value adjustments for debt with qualifying hedges.

Line of Credit Facilities

At December 30, 2023, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:

	Committed Capacity		Capacity Used		Unused Capacity
Facility expiring March 2024	$	5,250	$	—	$	5,250
Facility expiring March 2025	3,000		—		3,000
Facility expiring March 2027	4,000		—		4,000
Total	$	12,250	$	—	$	12,250

Interest Expense, net

Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 9) are reported net in the Condensed Consolidated Statements of Income and consist of the following:

	Quarter Ended
	December 30, 2023		December 31, 2022
Interest expense	$	(528)	$	(465)
Interest and investment income	182		79
Net periodic pension and postretirement benefit costs (other than service costs)	100		86
Interest expense, net	$	(246)	$	(300)

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International Theme Parks (Tables)

3 Months Ended

Dec. 30, 2023

Consolidating Balance Sheets

Impact of Consolidating Financial Statements of International Theme Parks

The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets:

	December 30, 2023		September 30, 2023
Cash and cash equivalents	$	426	$	504
Other current assets	184		159
Total current assets	610		663
Parks, resorts and other property	6,212		6,150
Other assets	223		234
Total assets	$	7,045	$	7,047
Current liabilities	$	710	$	720
Long-term borrowings	1,344		1,308
Other long-term liabilities	398		392
Total liabilities	$	2,452	$	2,420

Consolidating Income Statements

Impact of Consolidating Financial Statements of International Theme Parks

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the quarter ended December 30, 2023:

Revenues	$	1,362
Costs and expenses	(1,123)

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Produced and Acquired/Licensed Content Costs and Advances (Tables)

3 Months Ended

Dec. 30, 2023

Other Industries [Abstract]

Balances of Produced and Licensed Content Costs

Total capitalized produced and licensed content by predominant monetization strategy is as follows:

	As of December 30, 2023						As of September 30, 2023
	Predominantly Monetized Individually		Predominantly Monetized as a Group		Total		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Produced content
Released, less amortization	$	4,911	$	13,725	$	18,636	$	4,968	$	13,555	$	18,523
Completed, not released	—		1,713		1,713		70		1,786		1,856
In-process	3,157		5,394		8,551		3,331		6,120		9,451
In development or pre-production	262		132		394		279		133		412
	$	8,330	$	20,964	29,294		$	8,648	$	21,594	30,242
Licensed content - Television programming rights and advances					4,840						6,351
Total produced and licensed content					$	34,134					$	36,593
Current portion					$	1,409					$	3,002
Non-current portion					$	32,725					$	33,591

Amortization of Produced and Licensed Content Costs

Amortization of produced and licensed content is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Produced content
Predominantly monetized individually	$	768	$	1,157
Predominantly monetized as a group	1,794		2,160
	2,562		3,317
Licensed programming rights and advances	4,590		4,539
Total produced and licensed content costs(1)	$	7,152	$	7,856

(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.

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Pension and Other Benefit Programs (Tables)

3 Months Ended

Dec. 30, 2023

Retirement Benefits [Abstract]

Net Periodic Benefit Cost

The components of net periodic benefit cost (income) are as follows:

	Pension Plans				Postretirement Medical Plans
	Quarter Ended				Quarter Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Service costs	$	62	$	65	$	—	$	1
Other costs (benefits):
Interest costs	208		196		14		20
Expected return on plan assets	(284)		(288)		(14)		(15)
Amortization of previously deferred service costs	2		2		(22)		—
Recognized net actuarial loss	5		5		(9)		(6)
Total other costs (benefits)	(69)		(85)		(31)		(1)
Net periodic benefit cost (income)	$	(7)	$	(20)	$	(31)	$	—

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Earnings Per Share (Tables)

3 Months Ended

Dec. 30, 2023

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Common and Common Equivalent Shares Outstanding and Awards Excluded from Diluted Earnings Per Share Calculation

A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:

	Quarter Ended
	December 30, 2023	December 31, 2022
Shares (in millions):
Weighted average number of common and common equivalent shares outstanding (basic)	1,832	1,825
Weighted average dilutive impact of Awards	3	2
Weighted average number of common and common equivalent shares outstanding (diluted)	1,835	1,827
Awards excluded from diluted earnings per share	39	26

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Equity (Tables)

3 Months Ended

Dec. 30, 2023

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

The following tables summarize the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, before tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	259	$	(2,172)	$	(1,974)	$	(3,887)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(277)		(3)		137		(143)
Reclassifications of realized net (gains) losses to net income	(140)		(24)		—		(164)
Balance at December 30, 2023	$	(158)	$	(2,199)	$	(1,837)	$	(4,194)
First quarter of fiscal 2023
Balance at October 1, 2022	$	804	$	(3,770)	$	(2,014)	$	(4,980)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(475)		—		146		(329)
Reclassifications of realized net (gains) losses to net income	(218)		1		42		(175)
Balance at December 31, 2022	$	111	$	(3,769)	$	(1,826)	$	(5,484)

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
Tax on AOCI
First quarter of fiscal 2024
Balance at September 30, 2023	$	(64)	$	517	$	142	$	595
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	66		—		(7)		59
Reclassifications of realized net (gains) losses to net income	32		6		—		38
Balance at December 30, 2023	$	34	$	523	$	135	$	692
First quarter of fiscal 2023
Balance at October 1, 2022	$	(179)	$	901	$	139	$	861
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	100		—		8		108
Reclassifications of realized net (gains) losses to net income	51		—		(14)		37
Balance at December 31, 2022	$	(28)	$	901	$	133	$	1,006

	Market Value Adjustments for Hedges		Unrecognized Pension and  Postretirement Medical  Expense		Foreign Currency Translation and Other		AOCI
AOCI, after tax
First quarter of fiscal 2024
Balance at September 30, 2023	$	195	$	(1,655)	$	(1,832)	$	(3,292)
Quarter Ended December 30, 2023:
Unrealized gains (losses) arising during the period	(211)		(3)		130		(84)
Reclassifications of realized net (gains) losses to net income	(108)		(18)		—		(126)
Balance at December 30, 2023	$	(124)	$	(1,676)	$	(1,702)	$	(3,502)
First quarter of fiscal 2023
Balance at October 1, 2022	$	625	$	(2,869)	$	(1,875)	$	(4,119)
Quarter Ended December 31, 2022:
Unrealized gains (losses) arising during the period	(375)		—		154		(221)
Reclassifications of realized net (gains) losses to net income	(167)		1		28		(138)
Balance at December 31, 2022	$	83	$	(2,868)	$	(1,693)	$	(4,478)

Details about AOCI Components Reclassified to Net Income

Details about AOCI components reclassified to net income are as follows:

Gain (loss) in net income:	Affected line item in the Condensed Consolidated Statements of Operations:	Quarter Ended
		December 30, 2023		December 31, 2022
Market value adjustments, primarily cash flow hedges	Primarily revenue	$	140	$	218
Estimated tax	Income taxes	(32)		(51)
		108		167
Pension and postretirement medical expense	Interest expense, net	24		(1)
Estimated tax	Income taxes	(6)		—
		18		(1)
Foreign currency translation and other	Restructuring and impairment charges	—		(42)
Estimated tax	Income taxes	—		14
		—		(28)
Total reclassifications for the period		$	126	$	138

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Equity-Based Compensation (Tables)

3 Months Ended

Dec. 30, 2023

Share-Based Payment Arrangement [Abstract]

Compensation Expense Related to Stock Options, Stock Appreciation Rights and Restricted Stock Units (RSUs)

Compensation expense related to stock options and restricted stock units (RSUs) is as follows:

	Quarter Ended
	December 30, 2023		December 31, 2022
Stock options	$	17	$	19
RSUs	291		251
Total equity-based compensation expense(1)	$	308	$	270
Equity-based compensation expense capitalized during the period	$	44	$	36

(1)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.

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Fair Value Measurements (Tables)

3 Months Ended

Dec. 30, 2023

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value

The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement Level:

	Fair Value Measurement at December 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	—	$	145	$	—	$	145
Derivatives
Foreign exchange	—		668		—		668
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,459)		—		(1,459)
Foreign exchange	—		(565)		—		(565)
Other	—		(4)		—		(4)
Other	—		(539)		—		(539)
Total recorded at fair value	$	—	$	(1,736)	$	—	$	(1,736)
Fair value of borrowings	$	—	$	44,075	$	1,370	$	45,445

	Fair Value Measurement at September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	46	$	128	$	—	$	174
Derivatives
Foreign exchange	—		1,336		—		1,336
Other	—		18		—		18
Liabilities
Derivatives
Interest rate	—		(1,791)		—		(1,791)
Foreign exchange	—		(815)		—		(815)
Other	—		(13)		—		(13)
Other	—		(465)		—		(465)
Total recorded at fair value	$	46	$	(1,602)	$	—	$	(1,556)
Fair value of borrowings	$	—	$	40,123	$	1,333	$	41,456

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Derivative Instruments (Tables)

3 Months Ended

Dec. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Gross Fair Value of Derivative Positions

The Company’s derivative positions measured at fair value are summarized in the following tables:

	As of December 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	399	$	206	$	(155)	$	(100)
Interest rate	—		—		(1,459)		—
Other	1		1		(3)		(1)
Derivatives not designated as hedges
Foreign exchange	59		4		(245)		(65)
Other	16		145		—		—
Gross fair value of derivatives	475		356		(1,862)		(166)
Counterparty netting	(372)		(195)		463		104
Cash collateral (received) paid	(13)		—		1,106		—
Net derivative positions	$	90	$	161	$	(293)	$	(62)

	As of September 30, 2023
	Current Assets		Investments/Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges
Foreign exchange	$	595	$	338	$	(123)	$	(93)
Interest rate	—		—		(1,791)		—
Other	12		6		—		—
Derivatives not designated as hedges
Foreign exchange	384		19		(520)		(79)
Other	—		128		(13)		—
Gross fair value of derivatives	991		491		(2,447)		(172)
Counterparty netting	(770)		(262)		900		132
Cash collateral (received) paid	(123)		(7)		1,257		—
Net derivative positions	$	98	$	222	$	(290)	$	(40)

Carrying Amount and Cumulative Basis Adjustments for Fair Value Hedges Recorded on the Balance Sheet

The following table summarizes fair value hedge adjustments to hedged borrowings:

	Carrying Amount of Hedged Borrowings				Fair Value Adjustments Included in Hedged Borrowings
	December 30, 2023		September 30, 2023		December 30, 2023		September 30, 2023
Borrowings:
Current	$	2,381	$	1,439	$	(60)	$	(59)
Long-term	10,296		10,748		(1,253)		(1,694)
	$	12,677	$	12,187	$	(1,313)	$	(1,753)

Adjustments Related to Fair Value Hedges Included in Interest Expense, net in the Consolidated Statements of Income

The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) on:
Pay-floating swaps	$	432	$	71
Borrowings hedged with pay-floating swaps	(432)		(71)
Benefit (expense) associated with interest accruals on pay-floating swaps	(154)		(95)

Effect of Foreign Exchange Cash Flow Hedges on AOCI

The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:

	Quarter Ended
	December 30, 2023		December 31, 2022
Gain (loss) recognized in Other Comprehensive Income	$	(264)	$	(502)
Gain (loss) reclassified from AOCI into the Statements of Operations(1)	141		222

(1)Primarily recorded in revenue.

Net Gains or Losses Recognized in Costs and Expenses on Economic Exposures Associated with Foreign Currency Exchange Rates

The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income:

	Costs and Expenses				Interest expense, net				Income Tax Expense
Quarter Ended:	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
Net gains (losses) on foreign currency denominated assets and liabilities	$	35	$	145	$	(23)	$	(18)	$	(46)	$	(88)
Net gains (losses) on foreign exchange risk management contracts not designated as hedges	(126)		(213)		21		18		42		70
Net gains (losses)	$	(91)	$	(68)	$	(2)	$	—	$	(4)	$	(18)

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Principles of Consolidation Principles of Consolidation - Additional Information (Details) - USD ($) $ in Millions			3 Months Ended
	Dec. 31, 2023	Nov. 30, 2022	Dec. 31, 2022	Nov. 30, 2023	Oct. 01, 2022
Hearst Corporation | Domestic DTC Sports Business
Schedule of Equity Method Investments
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			20.00%
Contribution to Subsidiary, Noncontrolling Owner			$ 178
Hulu LLC | Equity Interest Held by NBC Universal
Schedule of Equity Method Investments
Equity Method Investment, Ownership Percentage				33.00%
Redeemable Noncontrolling Interest, Equity, Redemption Value				$ 27,500
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	$ 8,600
Percentage of Tax Benefit Shared Arising from Noncontrolling Interest Acquisition				50.00%
Tax Benefit Amortization Period Arising from Noncontrolling Interest Acquisition				15 years
BAMTech, LLC | MLB
Schedule of Equity Method Investments
Equity Method Investment, Ownership Percentage		15.00%
Redeemable Noncontrolling Interest, Equity, Redemption Value		$ 900			$ 828
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest		$ 72

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Financial Information by Operating Segments (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Segment Reporting Information
Revenues		$ 23,549	$ 23,512
Segment operating income	[1]	3,876	3,043
Total Segments
Segment Reporting Information
Revenues		23,549	23,512
Entertainment Segment
Segment Reporting Information
Revenues		9,981	10,675
Segment operating income		874	345
Entertainment Segment | Entertainment Third Party
Segment Reporting Information
Revenues		9,881	10,584
Entertainment Segment | Intersegment Eliminations
Segment Reporting Information
Revenues		100	91
Sports Segment
Segment Reporting Information
Revenues		4,835	4,640
Segment operating income		(103)	(164)
Sports Segment | Sports Third Party
Segment Reporting Information
Revenues		4,536	4,383
Sports Segment | Intersegment Eliminations
Segment Reporting Information
Revenues		299	257
Experiences Segment
Segment Reporting Information
Revenues		9,132	8,545
Segment operating income		3,105	2,862
Segment Eliminations
Segment Reporting Information
Revenues		$ (399)	$ (348)

[1] Equity in the income of investees is included in segment operating income as follows:  Quarter Ended December 30,
2023December 31,
2022Entertainment$171   $193   Sports13 3  Experiences— (2) Equity in the income of investees included in segment operating income184 194 Amortization of TFCF intangible assets related to equity investees(3)(3)Equity in the income of investees, net$181 $191 

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Equity in the Income of Investees included in Segment Operating Results (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments
Equity in the income of investees	$ 181	$ 191
Amortization of Intangible Assets Held by Equity Investees	(3)	(3)
Entertainment Segment
Schedule of Equity Method Investments
Equity in the income of investees	171	193
Sports Segment
Schedule of Equity Method Investments
Equity in the income of investees	13	3
Experiences Segment
Schedule of Equity Method Investments
Equity in the income of investees	0	(2)
Total Segments
Schedule of Equity Method Investments
Equity in the income of investees	$ 184	$ 194

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Reconciliation of Segment Operating Income to Income before Income Taxes (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Reconciling Items for Operating Income (Loss) from Segment to Consolidated
Segment operating income	[1]	$ 3,876	$ 3,043
Corporate and unallocated shared expenses		(308)	(280)
Restructuring and impairment charges	[2]	0	(69)
Other expense, net	[3]	0	(42)
Interest expense, net		(246)	(300)
Amortization of Intangible Assets	[4]	(451)	(579)
Income before income taxes		$ 2,871	$ 1,773

[1] Equity in the income of investees is included in segment operating income as follows:  Quarter Ended December 30,
2023December 31,
2022Entertainment$171   $193   Sports13 3  Experiences— (2) Equity in the income of investees included in segment operating income184 194 Amortization of TFCF intangible assets related to equity investees(3)(3)Equity in the income of investees, net$181 $191 

[2] See Note 16 for a discussion of amounts in restructuring and impairment charges.

[3] See Note 4 for a discussion of amounts in other expense, net.

[4] TFCF and Hulu acquisition amortization is as follows: Quarter EndedDecember 30,
2023December 31,
2022Amortization of intangible assets$380 $417   Step-up of film and television costs68   159 Intangibles related to TFCF equity investees3   3 $451 $579 

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TFCF and Hulu Acquisition Amortization (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Amortization of Intangible Assets	[1]	$ 451	$ 579
Amortization of Intangible Assets Held by Equity Investees		(3)	(3)
TFCF and Hulu
Amortization of Intangible Assets		380	417
Amortization		68	159
Amortization of Intangible Assets Held by Equity Investees		$ 3	$ 3

[1] TFCF and Hulu acquisition amortization is as follows: Quarter EndedDecember 30,
2023December 31,
2022Amortization of intangible assets$380 $417   Step-up of film and television costs68   159 Intangibles related to TFCF equity investees3   3 $451 $579 

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Acquisitions Changes in Carry Amount of Goodwill (Details) $ in Millions	3 Months Ended
	Dec. 30, 2023 USD ($)
Goodwill [Line Items]
Beginning balance	$ 77,067
Currency translation adjustments and other, net	(1)
Ending balance	77,066
Entertainment Segment
Goodwill [Line Items]
Beginning balance	55,031
Currency translation adjustments and other, net	(1)
Ending balance	55,030
Sports Segment
Goodwill [Line Items]
Beginning balance	16,486
Currency translation adjustments and other, net	0
Ending balance	16,486
Experiences Segment
Goodwill [Line Items]
Beginning balance	5,550
Currency translation adjustments and other, net	0
Ending balance	$ 5,550

XML

Disaggregation of Revenue by Major Source (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 23,549	$ 23,512
Affiliate fees
Disaggregation of Revenue [Line Items]
Revenues	4,142	4,260
Subscription fees
Disaggregation of Revenue [Line Items]
Revenues	4,922	4,240
Advertising
Disaggregation of Revenue [Line Items]
Revenues	3,348	3,443
Theme park admissions
Disaggregation of Revenue [Line Items]
Revenues	2,982	2,641
Resort and vacations
Disaggregation of Revenue [Line Items]
Revenues	2,118	1,980
Retail and wholesale sales of merchandise, food and beverage
Disaggregation of Revenue [Line Items]
Revenues	2,477	2,382
Merchandise licensing
Disaggregation of Revenue [Line Items]
Revenues	1,159	1,143
TV/SVOD distribution licensing
Disaggregation of Revenue [Line Items]
Revenues	593	800
Theatrical distribution licensing
Disaggregation of Revenue [Line Items]
Revenues	251	1,140
Home entertainment
Disaggregation of Revenue [Line Items]
Revenues	209	185
Other
Disaggregation of Revenue [Line Items]
Revenues	1,348	1,298
Entertainment Segment
Disaggregation of Revenue [Line Items]
Revenues	9,981	10,675
Entertainment Segment | Affiliate fees
Disaggregation of Revenue [Line Items]
Revenues	1,766	1,873
Entertainment Segment | Subscription fees
Disaggregation of Revenue [Line Items]
Revenues	4,507	3,861
Entertainment Segment | Advertising
Disaggregation of Revenue [Line Items]
Revenues	1,997	2,180
Entertainment Segment | Merchandise licensing
Disaggregation of Revenue [Line Items]
Revenues	192	191
Entertainment Segment | TV/SVOD distribution licensing
Disaggregation of Revenue [Line Items]
Revenues	536	724
Entertainment Segment | Theatrical distribution licensing
Disaggregation of Revenue [Line Items]
Revenues	251	1,140
Entertainment Segment | Home entertainment
Disaggregation of Revenue [Line Items]
Revenues	209	185
Entertainment Segment | Other
Disaggregation of Revenue [Line Items]
Revenues	523	521
Sports Segment
Disaggregation of Revenue [Line Items]
Revenues	4,835	4,640
Sports Segment | Affiliate fees
Disaggregation of Revenue [Line Items]
Revenues	2,669	2,653
Sports Segment | Subscription fees
Disaggregation of Revenue [Line Items]
Revenues	415	379
Sports Segment | Advertising
Disaggregation of Revenue [Line Items]
Revenues	1,351	1,262
Sports Segment | TV/SVOD distribution licensing
Disaggregation of Revenue [Line Items]
Revenues	57	76
Sports Segment | Other
Disaggregation of Revenue [Line Items]
Revenues	343	270
Experiences Segment
Disaggregation of Revenue [Line Items]
Revenues	9,132	8,545
Experiences Segment | Advertising
Disaggregation of Revenue [Line Items]
Revenues	0	1
Experiences Segment | Theme park admissions
Disaggregation of Revenue [Line Items]
Revenues	2,982	2,641
Experiences Segment | Resort and vacations
Disaggregation of Revenue [Line Items]
Revenues	2,118	1,980
Experiences Segment | Retail and wholesale sales of merchandise, food and beverage
Disaggregation of Revenue [Line Items]
Revenues	2,477	2,382
Experiences Segment | Merchandise licensing
Disaggregation of Revenue [Line Items]
Revenues	967	952
Experiences Segment | Other
Disaggregation of Revenue [Line Items]
Revenues	588	589
Segment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(399)	(348)
Segment Eliminations | Affiliate fees
Disaggregation of Revenue [Line Items]
Revenues	(293)	(266)
Segment Eliminations | Other
Disaggregation of Revenue [Line Items]
Revenues	$ (106)	$ (82)

XML

Disaggregation of Revenue by Geographical Markets (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 23,549	$ 23,512
Americas
Disaggregation of Revenue [Line Items]
Revenues	18,584	18,971
Europe
Disaggregation of Revenue [Line Items]
Revenues	2,610	2,640
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	2,355	1,901
Entertainment Segment
Disaggregation of Revenue [Line Items]
Revenues	9,981	10,675
Entertainment Segment | Americas
Disaggregation of Revenue [Line Items]
Revenues	7,588	8,150
Entertainment Segment | Europe
Disaggregation of Revenue [Line Items]
Revenues	1,409	1,499
Entertainment Segment | Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	984	1,026
Sports Segment
Disaggregation of Revenue [Line Items]
Revenues	4,835	4,640
Sports Segment | Americas
Disaggregation of Revenue [Line Items]
Revenues	4,358	4,315
Sports Segment | Europe
Disaggregation of Revenue [Line Items]
Revenues	179	126
Sports Segment | Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	298	199
Experiences Segment
Disaggregation of Revenue [Line Items]
Revenues	9,132	8,545
Experiences Segment | Americas
Disaggregation of Revenue [Line Items]
Revenues	7,037	6,854
Experiences Segment | Europe
Disaggregation of Revenue [Line Items]
Revenues	1,022	1,015
Experiences Segment | Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	1,073	676
Segment Eliminations
Disaggregation of Revenue [Line Items]
Revenues	(399)	(348)
Segment Eliminations | Americas
Disaggregation of Revenue [Line Items]
Revenues	(399)	(348)
Segment Eliminations | Europe
Disaggregation of Revenue [Line Items]
Revenues	0	0
Segment Eliminations | Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 0

XML

Contract with Customer, Asset and Liability (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Accounts Receivable, before Allowance for Credit Loss, Current	$ 11,810	$ 10,279
Accounts Receivable, before Allowance for Credit Loss, Noncurrent	1,191	1,212
Contract with Customer, Asset, Allowance for Credit Loss	(156)	(154)
Contract with Customer, Liability, Current	5,641	5,568
Contract with Customer, Liability, Noncurrent	$ 952	$ 977

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Revenues - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022	Sep. 30, 2023
Contract with Customer, Performance Obligation Satisfied in Previous Period	$ 300	$ 300
Revenue, Remaining Performance Obligation, Amount	14,000
Contract with Customer, Liability, Revenue Recognized	3,400	$ 3,400
Syndicated programming
Long-term receivables, net of allowance for credit losses	500		$ 600
Mortgage Receivable
Long-term receivables, net of allowance for credit losses	700		$ 700
Unsatisfied performance obligation recognized in fiscal 2024
Revenue, Remaining Performance Obligation, Amount	5,000
Unsatisfied performance obligation recognized in fiscal 2025
Revenue, Remaining Performance Obligation, Amount	5,000
Unsatisfied performance obligation recognized in fiscal 2026
Revenue, Remaining Performance Obligation, Amount	2,000
Unsatisfied performance obligation recognized thereafter
Revenue, Remaining Performance Obligation, Amount	$ 2,000

XML

Other Expense, Net (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Schedule of Other Income and Expense [Line Items]
Other Nonoperating Income (Expense)		$ 0	$ 28
Other expense, net	[1]	0	(42)
DraftKings
Schedule of Other Income and Expense [Line Items]
Loss on Investments		$ 0	$ (70)

[1] See Note 4 for a discussion of amounts in other expense, net.

XML

Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported in the Condensed Consolidated Balance Sheet to the Total Amount in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Oct. 01, 2022
Accounting Policies [Abstract]
Cash and Cash Equivalents	$ 7,192	$ 14,182
Restricted Cash and Investments, Noncurrent	55	53
Cash, Cash Equivalents and Restricted Cash in the Statement of Cash Flows	$ 7,247	$ 14,235	$ 8,516	$ 11,661

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Borrowing Activity (Details) $ in Millions	3 Months Ended
	Dec. 30, 2023 USD ($)
Borrowings [Roll Forward]
Borrowings beginning balance	$ 46,431
Borrowings	1,296
Payments	(559)
Other Activity	522
Borrowings ending balance	47,690
Commercial paper with original maturities less than three months
Borrowings [Roll Forward]
Borrowings beginning balance	289
Borrowings	542
Payments	0
Other Activity	5
Borrowings ending balance	836
Commercial paper with original maturities greater than three months
Borrowings [Roll Forward]
Borrowings beginning balance	1,187
Borrowings	754
Payments	(250)
Other Activity	16
Borrowings ending balance	1,707
U.S. dollar denominated notes
Borrowings [Roll Forward]
Borrowings beginning balance	43,504
Borrowings	0
Payments	(295)
Other Activity	(39)
Borrowings ending balance	43,170
Asia International Theme Parks borrowings
Borrowings [Roll Forward]
Borrowings beginning balance	1,308
Borrowings	0
Payments	(14)
Other Activity	50
Borrowings ending balance	1,344
Foreign currency denominated debt and other
Borrowings [Roll Forward]
Borrowings beginning balance	143
Borrowings	0
Payments	0
Other Activity	490	[1]
Borrowings ending balance	$ 633

[1] (1)The other activity is attributable to market value adjustments for debt with qualifying hedges.

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Cash, Cash Equivalents, Restricted Cash and Borrowings Line of Credit Facilities (Details) $ in Millions	Dec. 30, 2023 USD ($)
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	$ 12,250
Line of Credit Facility, Amount Outstanding	0
Line of Credit Facility, Remaining Borrowing Capacity	12,250
Line of Credit Expiring March 2024
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	5,250
Line of Credit Facility, Amount Outstanding	0
Line of Credit Facility, Remaining Borrowing Capacity	5,250
Line of Credit Expiring March 2025
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	3,000
Line of Credit Facility, Amount Outstanding	0
Line of Credit Facility, Remaining Borrowing Capacity	3,000
Line of Credit Expiring March 2027
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	4,000
Line of Credit Facility, Amount Outstanding	0
Line of Credit Facility, Remaining Borrowing Capacity	$ 4,000

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Cash, Cash Equivalents, Restricted Cash and Borrowings Interest Expense, net (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Interest expense	$ (528)	$ (465)
Interest and investment income	182	79
Net periodic pension and postretirement benefit costs other than service costs	100	86
Interest expense, net	$ (246)	$ (300)

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Cash, Cash Equivalents, Restricted Cash and Borrowings - Additional Information (Details) $ in Millions	3 Months Ended
	Dec. 30, 2023 USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate Description	These facilities allow for borrowings at rates based on the Secured Overnight Financing Rate (SOFR), and at other variable rates for non-U.S. dollar denominated borrowings, plus a fixed spread that varies with the Company’s debt ratings assigned by Moody’s Investors Service and Standard and Poor’s ranging from 0.655% to 1.225%.
Line of Credit Facility, Maximum Borrowing Capacity	$ 12,250
Letters of Credit Outstanding, Amount	$ 1,700
Minimum
Debt Instrument [Line Items]
Variable Spread Above SOFR	0.655%
Maximum
Debt Instrument [Line Items]
Variable Spread Above SOFR	1.225%
Letter of Credit
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500
Line of Credit Expiring March 2024
Debt Instrument [Line Items]
Line of Credit Facility, Expiration Date	Mar. 31, 2024
Line of Credit Facility, Maximum Borrowing Capacity	$ 5,250
Line of Credit Expiring March 2025
Debt Instrument [Line Items]
Line of Credit Facility, Expiration Date	Mar. 31, 2025
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,000
Line of Credit Expiring March 2027
Debt Instrument [Line Items]
Line of Credit Facility, Expiration Date	Mar. 31, 2027
Line of Credit Facility, Maximum Borrowing Capacity	$ 4,000
Credit Facility available beginning August 2023 | Disney Cruise Line
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,100
Debt Instrument, Interest Rate, Stated Percentage	3.80%
Credit Facility available beginning August 2024 | Disney Cruise Line
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,100
Debt Instrument, Interest Rate, Stated Percentage	3.74%

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Impact of Consolidating Balance Sheets of Asia Theme Parks (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Schedule of Condensed Consolidating Balance Sheets [Line Items]
Cash and Cash Equivalents	$ 7,192	$ 14,182
Other current assets	1,301	1,286
Total current assets	25,971	32,763
Parks, resorts and other property	35,321	34,941
Other assets	10,968	11,076
Total assets	197,774	205,579
Current liabilities	31,033	31,139
Long-term borrowings	41,603	42,101
Asia International Theme Parks
Schedule of Condensed Consolidating Balance Sheets [Line Items]
Cash and Cash Equivalents	426	504
Other current assets	184	159
Total current assets	610	663
Parks, resorts and other property	6,212	6,150
Other assets	223	234
Total assets	7,045	7,047
Current liabilities	710	720
Long-term borrowings	1,344	1,308
Other long-term liabilities	398	392
Total liabilities	$ 2,452	$ 2,420

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Impact of Consolidating Income Statements of International Theme Parks (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Schedule of Condensed Consolidating Statement of Operations [Line Items]
Revenues	$ 23,549	$ 23,512
Cost and expenses	(20,613)	$ (21,519)
International Theme Parks
Schedule of Condensed Consolidating Statement of Operations [Line Items]
Revenues	1,362
Cost and expenses	$ (1,123)

XML

International Theme Parks - Additional Information (Details) $ in Millions, ¥ in Billions, $ in Billions	3 Months Ended
	Dec. 30, 2023 USD ($)	Dec. 30, 2023 HKD ($)	Dec. 30, 2023 CNY (¥)	Dec. 31, 2022 USD ($)
Noncontrolling Interest
Net Cash Provided by Operating Activities	$ 2,185			$ (974)
Net Cash Used in Investing Activities	(1,246)			(1,292)
Net Cash Used in Financing Activities	$ (8,006)			$ (1,043)
Maximum
Noncontrolling Interest
Variable Spread Above Reference Rate	1.225%	1.225%	1.225%
Asia International Theme Parks
Noncontrolling Interest
Royalties And Management Fees	$ 67
International Theme Parks
Noncontrolling Interest
Net Cash Provided by Operating Activities	352
Net Cash Used in Investing Activities	(239)
Net Cash Used in Financing Activities	(12)
Hong Kong Disneyland Resort | Loans
Noncontrolling Interest
Variable Interest Entity, Financial or Other Support, Amount	166
Variable Interest Entity, Financial or Other Support, Amount from Noncontrolling Interests	$ 111
Debt Instrument, Maturity Date	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2025
Hong Kong Disneyland Resort | Loans | HIBOR
Noncontrolling Interest
Variable Spread Above Reference Rate	2.00%	2.00%	2.00%
Hong Kong Disneyland Resort | Line of Credit
Noncontrolling Interest
Variable Interest Entity, Financial or Other Support, Amount	$ 346	$ 2.7
Debt Instrument, Maturity Date	Dec. 31, 2028	Dec. 31, 2028	Dec. 31, 2028
Hong Kong Disneyland Resort | Line of Credit | HIBOR
Noncontrolling Interest
Variable Spread Above Reference Rate	1.25%	1.25%	1.25%
Shanghai Disney Resort | Loans
Noncontrolling Interest
Variable Interest Entity, Financial or Other Support, Amount	$ 978
Variable Interest Entity, Financial or Other Support, Amount from Noncontrolling Interests	$ 1,200		¥ 8.8
Shanghai Disney Resort | Loans | Maximum
Noncontrolling Interest
Debt Instrument, Interest Rate, Stated Percentage	8.00%	8.00%	8.00%
Shanghai Disney Resort | Line of Credit
Noncontrolling Interest
Variable Interest Entity, Financial or Other Support, Amount	$ 300		¥ 1.9
Variable Interest Entity, Financial or Other Support, Amount from Noncontrolling Interests	$ 400		¥ 2.6
Debt Instrument, Interest Rate, Stated Percentage	8.00%	8.00%	8.00%
Hong Kong Disneyland Resort
Noncontrolling Interest
Effective Ownership Interest	48.00%	48.00%	48.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	52.00%	52.00%	52.00%
Shanghai Disney Resort
Noncontrolling Interest
Effective Ownership Interest	43.00%	43.00%	43.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	57.00%	57.00%	57.00%
Shanghai Disney Resort Management Company
Noncontrolling Interest
Effective Ownership Interest	70.00%	70.00%	70.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	30.00%	30.00%	30.00%
Shanghai Disney Resort Management Company | Shanghai Disney Resort | Loans
Noncontrolling Interest
Debt Instrument, Maturity Date	Dec. 31, 2036	Dec. 31, 2036	Dec. 31, 2036
Shanghai Disney Resort Management Company | Shanghai Disney Resort | Line of Credit
Noncontrolling Interest
Debt Instrument, Maturity Date	Dec. 31, 2036	Dec. 31, 2036	Dec. 31, 2036

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Balances of Produced and Licensed Content Costs (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Film, Monetized on Its Own, Capitalized Cost [Abstract]
Released, less amortization	$ 4,911	$ 4,968
Completed, not released	0	70
In-process	3,157	3,331
In development or pre-production	262	279
Film, Monetized on Its Own, Capitalized Cost	8,330	8,648
Film, Monetized in Film Group, Capitalized Cost [Abstract]
Released, less amortization	13,725	13,555
Completed, not released	1,713	1,786
In-process	5,394	6,120
In development or pre-production	132	133
Film, Monetized in Film Group, Capitalized Cost	20,964	21,594
Film, Capitalized Cost [Abstract]
Released, less amortization	18,636	18,523
Completed, not released	1,713	1,856
In-process	8,551	9,451
In development or pre-production	394	412
Film, Capitalized Cost	29,294	30,242
Licensed television programming rights and advances	4,840	6,351
Produced and Licensed Content, Total	34,134	36,593
Current portion	1,409	3,002
Non-current portion	$ 32,725	$ 33,591

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Amortization of Produced and Licensed Content Costs (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Amortization of Produced Content Costs		$ 2,562	$ 3,317
Amortization of Licensed Television and Programming Rights		4,590	4,539
Amortization of Produced and Licensed Content Costs, Total	[1]	7,152	7,856
Monetized individually
Amortization of Produced Content Costs		768	1,157
Monetized as a group
Amortization of Produced Content Costs		$ 1,794	$ 2,160

[1] Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.

XML

Income Taxes Income Tax (Details) - USD ($) $ in Billions	Dec. 30, 2023	Sep. 30, 2023
Income Tax [Line Items]
Unrecognized Tax Benefits	$ 2.5	$ 2.5
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ 0.3

XML

Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	$ (100)	$ (86)
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service costs	62	65
Interest costs	208	196
Expected return on plan assets	(284)	(288)
Amortization of previously deferred service costs	2	2
Recognized net actuarial loss	5	5
Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	(69)	(85)
Net periodic benefit cost (income)	(7)	(20)
Postretirement Medical Plans
Defined Benefit Plan Disclosure [Line Items]
Service costs	0	1
Interest costs	14	20
Expected return on plan assets	(14)	(15)
Amortization of previously deferred service costs	(22)	0
Recognized net actuarial loss	(9)	(6)
Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	(31)	(1)
Net periodic benefit cost (income)	$ (31)	$ 0

XML

Reconciliation of Weighted Average Number of Common and Common Equivalent Shares Outstanding and Awards Excluded from Diluted Earnings Per Share Calculation (Details) - shares shares in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Shares (in millions):
Weighted average number of common and common equivalent shares outstanding (basic)	1,832	1,825
Weighed average dilutive impact of awards	3	2
Weighted average number of common and common equivalent shares outstanding (diluted)	1,835	1,827
Awards excluded from diluted earnings per share	39	26

XML

Equity Changes in Accumulated Other Comprehensive Loss, Before Tax (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI before Tax, Attributable to Parent, Beginning Balance	$ (3,887)	$ (4,980)
Unrealized gains (losses) arising during the period	(143)	(329)
Reclassifications of realized net (gains) losses to net income	(164)	(175)
AOCI before Tax, Attributable to Parent, Ending Balance	(4,194)	(5,484)
Market Value Adjustments for Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI before Tax, Attributable to Parent, Beginning Balance	259	804
Unrealized gains (losses) arising during the period	(277)	(475)
Reclassifications of realized net (gains) losses to net income	(140)	(218)
AOCI before Tax, Attributable to Parent, Ending Balance	(158)	111
Unrecognized Pension and  Postretirement Medical  Expense
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI before Tax, Attributable to Parent, Beginning Balance	(2,172)	(3,770)
Unrealized gains (losses) arising during the period	(3)	0
Reclassifications of realized net (gains) losses to net income	(24)	1
AOCI before Tax, Attributable to Parent, Ending Balance	(2,199)	(3,769)
Foreign Currency Translation and Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI before Tax, Attributable to Parent, Beginning Balance	(1,974)	(2,014)
Unrealized gains (losses) arising during the period	137	146
Reclassifications of realized net (gains) losses to net income	0	42
AOCI before Tax, Attributable to Parent, Ending Balance	$ (1,837)	$ (1,826)

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Equity Changes in Accumulated Other Comprehensive Loss, Tax (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI Tax, Attributable to Parent, Beginning Balance	$ 595	$ 861
Unrealized gains (losses) arising during the period	59	108
Reclassifications of realized net (gains) losses to net income	38	37
AOCI Tax, Attributable to Parent, Ending Balance	692	1,006
Market Value Adjustments for Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI Tax, Attributable to Parent, Beginning Balance	(64)	(179)
Unrealized gains (losses) arising during the period	66	100
Reclassifications of realized net (gains) losses to net income	32	51
AOCI Tax, Attributable to Parent, Ending Balance	34	(28)
Unrecognized Pension and  Postretirement Medical  Expense
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI Tax, Attributable to Parent, Beginning Balance	517	901
Unrealized gains (losses) arising during the period	0	0
Reclassifications of realized net (gains) losses to net income	6	0
AOCI Tax, Attributable to Parent, Ending Balance	523	901
Foreign Currency Translation and Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI Tax, Attributable to Parent, Beginning Balance	142	139
Unrealized gains (losses) arising during the period	(7)	8
Reclassifications of realized net (gains) losses to net income	0	(14)
AOCI Tax, Attributable to Parent, Ending Balance	$ 135	$ 133

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Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning Balance	$ (3,292)	$ (4,119)
Unrealized gains (losses) arising during the period	(84)	(221)
Reclassifications of realized net (gains) losses to net income	(126)	(138)
AOCI, Ending Balance	(3,502)	(4,478)
Market Value Adjustments for Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning Balance	195	625
Unrealized gains (losses) arising during the period	(211)	(375)
Reclassifications of realized net (gains) losses to net income	(108)	(167)
AOCI, Ending Balance	(124)	83
Unrecognized Pension and  Postretirement Medical  Expense
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning Balance	(1,655)	(2,869)
Unrealized gains (losses) arising during the period	(3)	0
Reclassifications of realized net (gains) losses to net income	(18)	1
AOCI, Ending Balance	(1,676)	(2,868)
Foreign Currency Translation and Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning Balance	(1,832)	(1,875)
Unrealized gains (losses) arising during the period	130	154
Reclassifications of realized net (gains) losses to net income	0	28
AOCI, Ending Balance	$ (1,702)	$ (1,693)

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Details about AOCI Components Reclassified to Net Income (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Details about AOCI Components Reclassified to Net Income
Revenues		$ 23,549	$ 23,512
Interest expense, net		246	300
Restructuring and impairment charges	[1]	0	69
Income taxes		(720)	(412)
Net income attributable to The Walt Disney Company (Disney)		1,911	1,279
Reclassification out of Accumulated Other Comprehensive Income
Details about AOCI Components Reclassified to Net Income
Net income attributable to The Walt Disney Company (Disney)		126	138
Gain/(loss) in net income from Cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income
Details about AOCI Components Reclassified to Net Income
Revenues		140	218
Income taxes		(32)	(51)
Net income attributable to The Walt Disney Company (Disney)		108	167
Gain/(loss) in net income from Pension and postretirement medical expense | Reclassification out of Accumulated Other Comprehensive Income
Details about AOCI Components Reclassified to Net Income
Interest expense, net		24	(1)
Income taxes		(6)	0
Net income attributable to The Walt Disney Company (Disney)		18	(1)
Gain/(loss) in Foreign Currency Translation and Other | Reclassification out of Accumulated Other Comprehensive Income
Details about AOCI Components Reclassified to Net Income
Restructuring and impairment charges		0	(42)
Income taxes		0	14
Net income attributable to The Walt Disney Company (Disney)		$ 0	$ (28)

[1] See Note 16 for a discussion of amounts in restructuring and impairment charges.

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Equity - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Feb. 07, 2024	Nov. 30, 2023
Class of Stock [Line Items]
Dividends Declared Per Share		$ 0.30
Dividends, Cash		$ 549
Dividends Payable, Date Declared		Nov. 30, 2023
Dividends Payable, Date of Record		Dec. 11, 2023
Subsequent Event
Class of Stock [Line Items]
Dividends Declared Per Share	$ 0.45
Dividends Payable, Date Declared	Feb. 07, 2024
Dividends Payable, Date to be Paid	Jul. 25, 2024
Dividends Payable, Date of Record	Jul. 08, 2024
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	400
Scenario, Plan | Subsequent Event
Class of Stock [Line Items]
Treasury Stock, Value, Acquired, Cost Method	$ 3,000

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Compensation Expense Related to Stock Options, Stock Appreciation Rights and Restricted Stock Units (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options		$ 17	$ 19
RSUs		291	251
Total equity-based compensation expense	[1]	308	270
Equity-based compensation expense capitalized during the period		$ 44	$ 36

[1] Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.

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Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair values of options issued	$ 32.06	$ 34.71
Weighted average grant date fair values of RSUs issued	$ 93.87	$ 91.89
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 137
Stock compensation granted, number of shares	2.7
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 2,800
Stock compensation granted, number of shares	15.7

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Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	$ 145	$ 174
Other Liabilities	(539)	(465)
Total	(1,736)	(1,556)
Fair value of borrowings	45,445	41,456
Interest rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liabilities	(1,459)	(1,791)
Foreign exchange
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	668	1,336
Derivative Liabilities	(565)	(815)
Other Derivative
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	18	18
Derivative Liabilities	(4)	(13)
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	0	46
Other Liabilities	0	0
Total	0	46
Fair value of borrowings	0	0
Level 1 | Interest rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liabilities	0	0
Level 1 | Foreign exchange
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Derivative Liabilities	0	0
Level 1 | Other Derivative
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Derivative Liabilities	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	145	128
Other Liabilities	(539)	(465)
Total	(1,736)	(1,602)
Fair value of borrowings	44,075	40,123
Level 2 | Interest rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liabilities	(1,459)	(1,791)
Level 2 | Foreign exchange
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	668	1,336
Derivative Liabilities	(565)	(815)
Level 2 | Other Derivative
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	18	18
Derivative Liabilities	(4)	(13)
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	0	0
Other Liabilities	0	0
Total	0	0
Fair value of borrowings	1,370	1,333
Level 3 | Interest rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liabilities	0	0
Level 3 | Foreign exchange
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Derivative Liabilities	0	0
Level 3 | Other Derivative
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset	0	0
Derivative Liabilities	$ 0	$ 0

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Gross Fair Value of Derivative Positions (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Current Assets
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	$ 475	$ 991
Derivative Asset, Counterparty Netting Offset	(372)	(770)
Derivative Asset, Collateral, Obligation to Return Cash, Offset	(13)	(123)
Net derivative positions	90	98
Current Assets | Derivatives designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	399	595
Current Assets | Derivatives designated as hedges | Interest rate
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	0	0
Current Assets | Derivatives designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	1	12
Current Assets | Derivatives not designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	59	384
Current Assets | Derivatives not designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	16	0
Other Assets
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	356	491
Derivative Asset, Counterparty Netting Offset	(195)	(262)
Derivative Asset, Collateral, Obligation to Return Cash, Offset	0	(7)
Net derivative positions	161	222
Other Assets | Derivatives designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	206	338
Other Assets | Derivatives designated as hedges | Interest rate
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	0	0
Other Assets | Derivatives designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	1	6
Other Assets | Derivatives not designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	4	19
Other Assets | Derivatives not designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement	145	128
Other Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(1,862)	(2,447)
Derivative Liability, Counterparty netting offset	463	900
Derivative Liability, Collateral, Right to Reclaim Cash, Offset	1,106	1,257
Net derivative positions	(293)	(290)
Other Current Liabilities | Derivatives designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(155)	(123)
Other Current Liabilities | Derivatives designated as hedges | Interest rate
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(1,459)	(1,791)
Other Current Liabilities | Derivatives designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(3)	0
Other Current Liabilities | Derivatives not designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(245)	(520)
Other Current Liabilities | Derivatives not designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	0	(13)
Other Long-Term Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(166)	(172)
Derivative Liability, Counterparty netting offset	104	132
Derivative Liability, Collateral, Right to Reclaim Cash, Offset	0	0
Net derivative positions	(62)	(40)
Other Long-Term Liabilities | Derivatives designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(100)	(93)
Other Long-Term Liabilities | Derivatives designated as hedges | Interest rate
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	0	0
Other Long-Term Liabilities | Derivatives designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(1)	0
Other Long-Term Liabilities | Derivatives not designated as hedges | Foreign exchange
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	(65)	(79)
Other Long-Term Liabilities | Derivatives not designated as hedges | Other Derivative
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability Including Not Subject to Master Netting Arrangement	$ 0	$ 0

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Derivative Instruments Carrying Amount and Cumulative Basis Adjustment for Fair Value Hedges (Details) - USD ($) $ in Millions	Dec. 30, 2023	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Liability, Fair Value Hedge	$ 12,677	$ 12,187
Hedged Liability, Fair Value Hedge, Cumulative Increase (Decrease)	(1,313)	(1,753)
Current Portion of Borrowings
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Liability, Fair Value Hedge	2,381	1,439
Hedged Liability, Fair Value Hedge, Cumulative Increase (Decrease)	(60)	(59)
Borrowings
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Hedged Liability, Fair Value Hedge	10,296	10,748
Hedged Liability, Fair Value Hedge, Cumulative Increase (Decrease)	$ (1,253)	$ (1,694)

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Adjustments Related to Fair Value Hedges Included in Net Interest Expense in Condensed Consolidated Statements of Income (Details) - Interest rate - Interest Expense - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on pay-floating swaps	$ 432	$ 71
Gain (loss) on hedged borrowings	(432)	(71)
Derivative, Gain (Loss) on Derivative, Net	$ (154)	$ (95)

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Derivative Instruments Effect of Foreign Currency Cash Flow Hedges on AOCI (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Foreign Currency Fair Value Hedge Derivative [Line Items]
Unrealized Gain (Loss) on Foreign Currency Derivatives, Net, before Tax		$ (264)	$ (502)
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	[1]	$ 141	$ 222

[1] Primarily recorded in revenue.

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Net Gains or Losses Recognized on Economic Exposures Associated With Foreign Currency Exchange Contracts (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 30, 2023	Dec. 31, 2022
Costs and Expenses
Derivative Instruments, Gain (Loss) [Line Items]
Net gain (loss) on foreign currency denominated assets and liabilities	$ 35	$ 145
Net gain (loss) on foreign exchange risk management contracts not designated as hedges	(126)	(213)
Net gain (loss)	(91)	(68)
Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Net gain (loss) on foreign currency denominated assets and liabilities	(23)	(18)
Net gain (loss) on foreign exchange risk management contracts not designated as hedges	21	18
Net gain (loss)	(2)	0
Income Taxes
Derivative Instruments, Gain (Loss) [Line Items]
Net gain (loss) on foreign currency denominated assets and liabilities	(46)	(88)
Net gain (loss) on foreign exchange risk management contracts not designated as hedges	42	70
Net gain (loss)	$ (4)	$ (18)

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Derivative Instruments - Additional Information (Details) $ in Millions, $ in Billions	3 Months Ended
	Dec. 30, 2023 USD ($)	Dec. 30, 2023 CAD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 CAD ($)
Derivative [Line Items]
Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months	$ 230
Hedging Period for Foreign Currency Transactions, Maximum	4 years
Aggregate fair value of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty	$ 1,500		$ 1,600
Derivatives designated as hedges | Interest rate | Fair Value Hedging
Derivative [Line Items]
Derivative, Notional Amount	13,500		13,500
Derivatives designated as hedges | Foreign exchange | Cash Flow Hedging
Derivative [Line Items]
Derivative, Notional Amount	9,500		8,300
Derivatives designated as hedges | Currency Swap | Fair Value Hedging
Derivative [Line Items]
Derivative, Notional Amount	1,000	$ 1.3	1,000	$ 1.3
Not Designated as Hedging Instrument | Foreign exchange
Derivative [Line Items]
Derivative, Notional Amount	2,900		3,100
Not Designated as Hedging Instrument | Other Derivative
Derivative [Line Items]
Derivative, Notional Amount	$ 500		$ 400

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Restructuring and Impairment Charges - Additional Details (Details) - USD ($) $ in Millions		3 Months Ended
		Dec. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and impairment charges	[1]	$ 0	$ 69
Russia Business
Restructuring Cost and Reserve [Line Items]
Restructuring and impairment charges			$ 69

[1] See Note 16 for a discussion of amounts in restructuring and impairment charges.