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 April 2, 20221, 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
twdcimagea01a01a01a01a14.jpg
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDISNew 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 filerAccelerated filer
Non-accelerated filerSmaller 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 1,821,483,7421,827,304,988 shares of common stock outstanding as of May 4, 2022.3, 2023.



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, impairments and amortization, competition, and the impact of COVID-19 on our businesses and results of operations. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “anticipates,” “potential,” “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 IP we invest in, our pricing decisions, our cost structure and our management and other personnel decisions) or other business decisions, as well as from developments beyond the Company’s control, including:
further deterioration in domestic and global economic conditions;
deterioration in or pressures from competitive conditions, including competition to create or acquire content and competition for talent;
consumer preferences and acceptance of our content, offerings, pricing model and price increases and the market for advertising sales on our direct-to-consumer services and linear networks;
health concerns and their impact on our businesses and productions;
international, 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;
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 2022 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 EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Revenues:Revenues:Revenues:
ServicesServices$17,212 $14,522 $36,754 $29,393 Services$19,586 $17,212 $40,583 $36,754 
ProductsProducts2,037 1,091 4,314 2,469 Products2,229 2,037 4,744 4,314 
Total revenuesTotal revenues19,249 15,613 41,068 31,862 Total revenues21,815 19,249 45,327 41,068 
Costs and expenses:Costs and expenses:Costs and expenses:
Cost of services (exclusive of depreciation and amortization)Cost of services (exclusive of depreciation and amortization)(11,330)(8,932)(24,491)(19,670)Cost of services (exclusive of depreciation and amortization)(13,160)(11,330)(27,941)(24,491)
Cost of products (exclusive of depreciation and amortization)Cost of products (exclusive of depreciation and amortization)(1,264)(850)(2,670)(1,887)Cost of products (exclusive of depreciation and amortization)(1,456)(1,264)(3,061)(2,670)
Selling, general, administrative and otherSelling, general, administrative and other(3,768)(3,113)(7,555)(6,030)Selling, general, administrative and other(3,614)(3,768)(7,441)(7,555)
Depreciation and amortizationDepreciation and amortization(1,287)(1,272)(2,556)(2,570)Depreciation and amortization(1,310)(1,287)(2,616)(2,556)
Total costs and expensesTotal costs and expenses(17,649)(14,167)(37,272)(30,157)Total costs and expenses(19,540)(17,649)(41,059)(37,272)
Restructuring and impairment chargesRestructuring and impairment charges(195)(414)(195)(527)Restructuring and impairment charges(152)(195)(221)(195)
Other income (expense), netOther income (expense), net(158)305 (594)305 Other income (expense), net149 (158)107 (594)
Interest expense, netInterest expense, net(355)(320)(666)(644)Interest expense, net(322)(355)(622)(666)
Equity in the income of investeesEquity in the income of investees210 213 449    437 Equity in the income of investees173 210 364    449 
Income from continuing operations before income taxesIncome from continuing operations before income taxes1,102 1,230 2,790 1,276    Income from continuing operations before income taxes2,123 1,102 3,896 2,790    
Income taxes on continuing operationsIncome taxes on continuing operations(505)(108)(993)(124)Income taxes on continuing operations(635)(505)(1,047)(993)
Net income from continuing operationsNet income from continuing operations597 1,122 1,797 1,152 Net income from continuing operations1,488 597 2,849 1,797 
Loss from discontinued operations, net of income tax benefit of $0, $3, $14 and $7, respectively (11)   (48)(23)
Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectivelyLoss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively —     (48)
Net incomeNet income597 1,111 1,749 1,129 Net income1,488 597 2,849 1,749 
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests(127)(210)(175)(211)Net income from continuing operations attributable to noncontrolling interests(217)(127)(299)(175)
Net income attributable to DisneyNet income attributable to Disney$470    $901 $1,574 $918 Net income attributable to Disney$1,271    $470 $2,550 $1,574 
Earnings (loss) per share attributable to Disney(1):
Earnings (loss) per share attributable to Disney(1):
Earnings (loss) per share attributable to Disney(1):
DilutedDilutedDiluted
Continuing operationsContinuing operations$0.26 $0.50 $0.89 $0.52 Continuing operations$0.69 $0.26 $1.39 $0.89 
Discontinued operationsDiscontinued operations (0.01)(0.03)(0.01)Discontinued operations —  (0.03)
$0.26 $0.49 $0.86 $0.50 $0.69 $0.26 $1.39 $0.86 
BasicBasicBasic
Continuing operationsContinuing operations$0.26 $0.50 $0.89 $0.52 Continuing operations$0.70 $0.26 $1.40 $0.89 
Discontinued operationsDiscontinued operations (0.01)(0.03)(0.01)Discontinued operations —  (0.03)
$0.26 $0.50 $0.86 $0.51 $0.70 $0.26 $1.40 $0.86 
Weighted average number of common and common equivalent shares outstanding:Weighted average number of common and common equivalent shares outstanding:Weighted average number of common and common equivalent shares outstanding:
DilutedDiluted1,828 1,829 1,828 1,826 Diluted1,831 1,828 1,829 1,828 
BasicBasic1,822 1,817 1,820 1,814 Basic1,828 1,822 1,827 1,820 
(1)Total may not equal the sum of the column due to rounding.
See Notes to Condensed Consolidated Financial Statements
23


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in millions)
 
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Net incomeNet income$597 $1,111 $1,749 $1,129 Net income$1,488 $597 $2,849 $1,749 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Market value adjustments for hedgesMarket value adjustments for hedges28 110 78 (63)Market value adjustments for hedges(82)28 (624)78 
Pension and postretirement medical plan adjustmentsPension and postretirement medical plan adjustments119 191    274 341 Pension and postretirement medical plan adjustments56 119    57 274 
Foreign currency translation and otherForeign currency translation and other(191)(93)(213)184 Foreign currency translation and other115 (191)342 (213)
Other comprehensive income (loss)Other comprehensive income (loss)(44)208 139 462 Other comprehensive income (loss)89 (44)(225)139 
Comprehensive incomeComprehensive income553 1,319 1,888 1,591 Comprehensive income1,577 553 2,624 1,888 
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests(127)(210)(175)(211)Net income from continuing operations attributable to noncontrolling interests(217)(127)(299)(175)
Other comprehensive income (loss) attributable to noncontrolling interests8 15 (11)(58)
Other comprehensive loss attributable to noncontrolling interestsOther comprehensive loss attributable to noncontrolling interests (45)(11)
Comprehensive income attributable to DisneyComprehensive income attributable to Disney$434    $1,124 $1,702    $1,322    Comprehensive income attributable to Disney$1,360    $434 $2,280    $1,702    
See Notes to Condensed Consolidated Financial Statements




34


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
April 2,
2022
October 2,
2021
April 1,
2023
October 1,
2022
ASSETSASSETSASSETS
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents$13,272 $15,959 Cash and cash equivalents$10,399 $11,615 
Receivables, netReceivables, net13,746 13,367 Receivables, net12,770 12,652 
InventoriesInventories1,428 1,331 Inventories1,848 1,742 
Content advancesContent advances1,796 2,183 Content advances1,872 1,890 
Other current assetsOther current assets1,185 817 Other current assets1,374 1,199 
Total current assetsTotal current assets31,427 33,657 Total current assets28,263 29,098 
Produced and licensed content costsProduced and licensed content costs32,349 29,549 Produced and licensed content costs36,949 35,777 
InvestmentsInvestments3,356 3,935 Investments3,387 3,218 
Parks, resorts and other propertyParks, resorts and other propertyParks, resorts and other property
Attractions, buildings and equipmentAttractions, buildings and equipment65,247    64,892    Attractions, buildings and equipment69,695    66,998    
Accumulated depreciationAccumulated depreciation(38,783)(37,920)Accumulated depreciation(41,452)(39,356)
26,464 26,972 28,243 27,642 
Projects in progressProjects in progress5,327 4,521 Projects in progress5,175 4,814 
LandLand1,126 1,131 Land1,161 1,140 
32,917 32,624 34,579 33,596 
Intangible assets, netIntangible assets, net15,875 17,115 Intangible assets, net13,887 14,837 
GoodwillGoodwill78,019 78,071 Goodwill77,878 77,897 
Other assetsOther assets8,510 8,658 Other assets9,915 9,208 
Total assetsTotal assets$202,453 $203,609 Total assets$204,858 $203,631 
LIABILITIES AND EQUITYLIABILITIES AND EQUITYLIABILITIES AND EQUITY
Current liabilitiesCurrent liabilitiesCurrent liabilities
Accounts payable and other accrued liabilitiesAccounts payable and other accrued liabilities$19,669 $20,894 Accounts payable and other accrued liabilities$18,591 $20,213 
Current portion of borrowingsCurrent portion of borrowings5,399 5,866 Current portion of borrowings3,452 3,070 
Deferred revenue and otherDeferred revenue and other4,533 4,317 Deferred revenue and other6,013 5,790 
Total current liabilitiesTotal current liabilities29,601 31,077 Total current liabilities28,056 29,073 
BorrowingsBorrowings46,624 48,540 Borrowings45,066 45,299 
Deferred income taxesDeferred income taxes8,407 7,246 Deferred income taxes8,134 8,363 
Other long-term liabilitiesOther long-term liabilities13,808 14,522 Other long-term liabilities13,232 12,518 
Commitments and contingencies (Note 13)Commitments and contingencies (Note 13)00Commitments and contingencies (Note 13)
Redeemable noncontrolling interestsRedeemable noncontrolling interests9,354 9,213 Redeemable noncontrolling interests8,814 9,499 
EquityEquityEquity
Preferred stockPreferred stock — Preferred stock — 
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion sharesCommon stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares55,823 55,471 Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares56,919 56,398 
Retained earningsRetained earnings42,032 40,429 Retained earnings46,236 43,636 
Accumulated other comprehensive lossAccumulated other comprehensive loss(6,312)(6,440)Accumulated other comprehensive loss(4,389)(4,119)
Treasury stock, at cost, 19 million sharesTreasury stock, at cost, 19 million shares(907)(907)Treasury stock, at cost, 19 million shares(907)(907)
Total Disney Shareholders’ equityTotal Disney Shareholders’ equity90,636 88,553 Total Disney Shareholders’ equity97,859 95,008 
Noncontrolling interestsNoncontrolling interests4,023 4,458 Noncontrolling interests3,697 3,871 
Total equityTotal equity94,659 93,011 Total equity101,556 98,879 
Total liabilities and equityTotal liabilities and equity$202,453 $203,609 Total liabilities and equity$204,858 $203,631 
See Notes to Condensed Consolidated Financial Statements
45


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
Six Months Ended Six Months Ended
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
OPERATING ACTIVITIESOPERATING ACTIVITIESOPERATING ACTIVITIES
Net income from continuing operationsNet income from continuing operations$1,797 $1,152 Net income from continuing operations$2,849 $1,797 
Depreciation and amortizationDepreciation and amortization2,556    2,570 Depreciation and amortization2,616    2,556 
Net (gain) loss on investments632 (481)
Net (gain)/loss on investments and disposition of businessesNet (gain)/loss on investments and disposition of businesses(88)632 
Deferred income taxesDeferred income taxes983    (556)Deferred income taxes(46)   983 
Equity in the income of investeesEquity in the income of investees(449)(437)Equity in the income of investees(364)(449)
Cash distributions received from equity investeesCash distributions received from equity investees406 372    Cash distributions received from equity investees363 406    
Net change in produced and licensed content costs and advancesNet change in produced and licensed content costs and advances(2,279)(1,685)Net change in produced and licensed content costs and advances(824)(2,279)
Equity-based compensationEquity-based compensation450 270 Equity-based compensation570 450 
Pension and postretirement medical benefit cost amortizationPension and postretirement medical benefit cost amortization310 388 Pension and postretirement medical benefit cost amortization2 310 
Other, netOther, net264 248 Other, net(234)264 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
ReceivablesReceivables(342)(37)Receivables(413)(342)
InventoriesInventories(97)175 Inventories(107)(97)
Other assetsOther assets(676)(131)Other assets(345)(676)
Accounts payable and other liabilitiesAccounts payable and other liabilities(1,349)(780)Accounts payable and other liabilities(2,133)(1,349)
Income taxesIncome taxes(650)400 Income taxes416 (650)
Cash provided by operations - continuing operationsCash provided by operations - continuing operations1,556 1,468 Cash provided by operations - continuing operations2,262 1,556 
INVESTING ACTIVITIESINVESTING ACTIVITIESINVESTING ACTIVITIES
Investments in parks, resorts and other propertyInvestments in parks, resorts and other property(2,060)(1,530)Investments in parks, resorts and other property(2,430)(2,060)
Other, netOther, net36 203 Other, net(111)36 
Cash used in investing activities - continuing operationsCash used in investing activities - continuing operations(2,024)(1,327)Cash used in investing activities - continuing operations(2,541)(2,024)
FINANCING ACTIVITIESFINANCING ACTIVITIESFINANCING ACTIVITIES
Commercial paper payments, net(130)(87)
Commercial paper borrowings (payments), netCommercial paper borrowings (payments), net714 (130)
BorrowingsBorrowings70 37 Borrowings70 70 
Reduction of borrowingsReduction of borrowings(1,400)(1,816)Reduction of borrowings(1,000)(1,400)
Proceeds from exercise of stock options88 394 
Sale of noncontrolling interestSale of noncontrolling interest178 — 
Acquisition of redeemable noncontrolling interestAcquisition of redeemable noncontrolling interest(900)— 
Other, netOther, net(725)(769)Other, net(188)(637)
Cash used in financing activities - continuing operationsCash used in financing activities - continuing operations(2,097)(2,241)Cash used in financing activities - continuing operations(1,126)(2,097)
CASH FLOWS FROM DISCONTINUED OPERATIONSCASH FLOWS FROM DISCONTINUED OPERATIONSCASH FLOWS FROM DISCONTINUED OPERATIONS
Cash provided by operations - discontinued operationsCash provided by operations - discontinued operations8 Cash provided by operations - discontinued operations 
Cash provided by investing activities - discontinued operations 
Cash used in financing activities - discontinued operationsCash used in financing activities - discontinued operations(12)— Cash used in financing activities - discontinued operations (12)
Cash (used in) provided by discontinued operations(4)
Cash used in discontinued operationsCash used in discontinued operations (4)
Impact of exchange rates on cash, cash equivalents and restricted cashImpact of exchange rates on cash, cash equivalents and restricted cash(116)70 Impact of exchange rates on cash, cash equivalents and restricted cash197 (116)
Change in cash, cash equivalents and restricted cashChange in cash, cash equivalents and restricted cash(2,685)(2,022)Change in cash, cash equivalents and restricted cash(1,208)(2,685)
Cash, cash equivalents and restricted cash, beginning of periodCash, cash equivalents and restricted cash, beginning of period16,003 17,954 Cash, cash equivalents and restricted cash, beginning of period11,661 16,003 
Cash, cash equivalents and restricted cash, end of periodCash, cash equivalents and restricted cash, end of period$13,318 $15,932 Cash, cash equivalents and restricted cash, end of period$10,453 $13,318 
See Notes to Condensed Consolidated Financial Statements
56


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)


Quarter Ended Quarter Ended
Equity Attributable to DisneyEquity Attributable to Disney
SharesCommon StockRetained EarningsAccumulated
Other
Comprehensive
Income
(Loss)
Treasury StockTotal Disney Equity
Non-controlling
 Interests(1)
Total
Equity
SharesCommon StockRetained EarningsAccumulated
Other
Comprehensive
Income
(Loss)
Treasury StockTotal Disney Equity
Non-controlling
 Interests(1)
Total
Equity
Balance at December 31, 2022Balance at December 31, 20221,826 $56,579 $44,955 $(4,478)$(907)$96,149 $3,986 $100,135 
Comprehensive income (loss)Comprehensive income (loss)— — 1,271 89 — 1,360 147 1,507 
Equity compensation activityEquity compensation activity345 — — — 345 — 345 
ContributionsContributions— — — — — — 
Distributions and otherDistributions and other— (5)10 — — (445)(440)
Balance at April 1, 2023Balance at April 1, 20231,827 $56,919 $46,236 $(4,389)$(907)$97,859 $3,697 $101,556 
Balance at January 1, 2022Balance at January 1, 20221,821 $55,500 $41,547 $(6,276)$(907)$89,864 $4,446 $94,310 Balance at January 1, 20221,821 $55,500 $41,547 $(6,276)$(907)$89,864 $4,446 $94,310 
Comprehensive income— — 470 (36)— 434 49 483 
Comprehensive income (loss)Comprehensive income (loss)— — 470    (36)— 434 49 483 
Equity compensation activityEquity compensation activity327 — — — 327 — 327 Equity compensation activity327 — — — 327 — 327 
Distributions and otherDistributions and other— (4)15 — — 11 (472)(461)Distributions and other— (4)15 — — 11 (472)(461)
Balance at April 2, 2022Balance at April 2, 20221,822 $55,823 $42,032 $(6,312)$(907)$90,636 $4,023 $94,659 Balance at April 2, 20221,822 $55,823 $42,032 $(6,312)$(907)$90,636 $4,023 $94,659 
Balance at January 2, 20211,814 $54,663 $38,456 $(8,141)$(907)$84,071 $4,657 $88,728 
Comprehensive income— — 901    223— 1,124 115 1,239 
Equity compensation activity337 — — — 337 — 337 
Cumulative effect of accounting change—    —    (5)—    — (5)   —    (5)   
Distributions and other— — 13 — — 13 (526)(513)
Balance at April 3, 20211,817 $55,000 $39,365 $(7,918)$(907)$85,540 $4,246 $89,786 
(1)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements


67


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)

 
Six Months Ended Six Months Ended
Equity Attributable to DisneyEquity Attributable to Disney
SharesCommon StockRetained EarningsAccumulated
Other
Comprehensive
Income
(Loss)
Treasury StockTotal Disney Equity
Non-controlling Interests(1)
Total
Equity
Balance at October 1, 2022Balance at October 1, 20221,824 $56,398 $43,636 $(4,119)$(907)$95,008 $3,871 $98,879 
Comprehensive income (loss)Comprehensive income (loss)— — 2,550 (270)— 2,280 131 2,411 
Equity compensation activityEquity compensation activity525 — — — 525 — 525 
ContributionsContributions— — — — — — 187 187 
Distributions and otherDistributions and other— (4)50 — — 46 (492)(446)
Balance at April 1, 2023Balance at April 1, 20231,827 $56,919 $46,236 $(4,389)$(907)$97,859 $3,697 $101,556 
SharesCommon StockRetained EarningsAccumulated
Other
Comprehensive
Income
(Loss)
Treasury StockTotal Disney Equity
Non-controlling Interests(1)
Total
Equity
Balance at October 2, 2021Balance at October 2, 20211,818 $55,471 $40,429 $(6,440)$(907)$88,553 $4,458 $93,011 Balance at October 2, 20211,818 $55,471 $40,429 $(6,440)$(907)$88,553 $4,458 $93,011 
Comprehensive incomeComprehensive income— — 1,574 128 — 1,702 45 1,747 Comprehensive income— — 1,574 128 — 1,702 45 1,747 
Equity compensation activityEquity compensation activity356 — — — 356 — 356 Equity compensation activity356 — — — 356 — 356 
ContributionsContributions— — — — — — 29 29 Contributions— — — — — — 29 29 
Distributions and otherDistributions and other— (4)29 — — 25 (509)(484)Distributions and other— (4)29 — — 25 (509)(484)
Balance at April 2, 2022Balance at April 2, 20221,822 $55,823 $42,032 $(6,312)$(907)$90,636 $4,023 $94,659 Balance at April 2, 20221,822 $55,823 $42,032 $(6,312)$(907)$90,636 $4,023 $94,659 
Balance at October 3, 20201,810 $54,497 $38,315 $(8,322)$(907)$83,583 $4,680 $88,263 
Comprehensive income (loss)— — 918 404 — 1,322 109 1,431 
Equity compensation activity502 — — — 502 — 502 
Contributions— — — — — — 
Cumulative effect of accounting change— — 105 — — 105 — 105 
Distributions and other— 27 — — 28 (548)(520)
Balance at April 3, 20211,817 $55,000 $39,365 $(7,918)$(907)$85,540 $4,246 $89,786 
(1)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements


78


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 six months ended April 2, 20221, 2023 are not necessarily indicative of the results that may be expected for the year ending October 1, 2022.September 30, 2023.
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 20212022 Annual Report on Form 10-K.
The Fox sports media business in Mexico was sold in November 2021. The Company recognized a $58 million loss on the sale, which is presented as discontinued operations in the Condensed Consolidated Statement of Income for the six months ended April 2, 2022. At October 2, 2021, the assets and liabilities of the Fox sports media business in Mexico were not material and were included in other assets and other liabilities in the Condensed Consolidated Balance Sheets.
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 Interests
The Company consolidates the results of certain subsidiaries that are less than 100% owned and for which the noncontrolling interest shareholders have the rights to require the Company to purchase their interests in these subsidiaries. The most significant of these are Hulu LLC (Hulu) and BAMTech LLC (BAMTech).
Hulu provides, a direct-to-consumer (DTC) streaming services andservice provider, which is owned 67% by the Company and 33% by NBC Universal (NBCU). In May 2019, the Company entered into a put/call agreement with NBCU that provided the Company with full operational control of Hulu. Under the agreement, beginning in January 2024, NBCU has the option to require the Company to purchase NBCU’s interest in Hulu and the Company has the option to require NBCU to sell its interest in Hulu to the Company, in either case at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s then equity fair value or a guaranteed floor value of $27.5 billion.
NBCU’s interest will generally not be allocated its portion of Hulu’s losses, if any, as the redeemable noncontrolling interest is required to be carried at a minimum value. The minimum value is equal to the fair value as of the May 2019 agreement date accreted to the January 2024 estimated redemption value. At April 2, 2022,1, 2023, NBCU’s interest in Hulu is recorded in the Company’s financial statements at $8.5 billion.$8.8 billion, which is reported as “Redeemable noncontrolling interest” in the Condensed Consolidated Balance Sheets.
BAMTech provides streaming technology servicesWe are accreting NBCU’s interest in Hulu to third parties and is owned 85% byits guaranteed floor value. In determining the Company and 15% by Major League Baseball (MLB). MLB has the right to sell its interest to the Company and the Company has the right to buy MLB’s interest starting five years from and ending ten years after the Company’s September 25, 2017 acquisition date of BAMTech in either case at a redemption value, based on MLB’s equity ownership percentageour estimate of the greater of MLB’s thenHulu’s equity fair value or a guaranteed floor value ($563 million accreting at 8% annually for eight years from the date of acquisition).
8

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The MLB interest is required to be carried at a minimum value equal to its acquisition date fair value accreted to its estimated redemption value through the applicable redemption date. Therefore, the MLB interest is generally not allocated its portion of BAMTech losses, if any. As of April 2, 2022, the MLB interest was recorded in the Company’s financial statements at $823 million.
Our estimate of the redemption value of noncontrolling interestsJanuary 2024 requires management to make significant judgments with respect to the future value of the noncontrolling interests. We are accreting the noncontrolling interests of both BAMTech and Hulu to their guaranteed floor values.judgments. If our estimate of the future redemptionfair value of Hulu’s equity increased above either of the guaranteed floor values,value, we would change our rate of accretion, which would generally increase the amount recorded in “Net income from continuing operations attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in the Condensed Consolidated Statements of Income.
At October 1, 2022, Major League Baseball (MLB) held a 15% redeemable noncontrolling interest in BAMTech LLC (BAMTech), which was recorded in the Company’s financial statements at $828 million. In November 2022, the Company purchased MLB’s redeemable noncontrolling interest for $900 million, resulting in $72 million recorded as an increase in “Net income from continuing operations attributable to noncontrolling interests” in the Condensed Consolidated Statements of Income.
9

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
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 20212022 financial statements and notes to conform to the fiscal 20222023 presentation.
2.Segment Information
The Company’s operations are conducted in the Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences and Products (DPEP) segments. Our operating segments report separate financial information, which is evaluated regularly by the Chief Executive Officer in order to decide how to allocate resources and assess performance.
Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income,income/expense, net interest expense, income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees and excludes impairments of certain equity investments and acquisition accounting amortization of TFCF Corporation (TFCF) and Hulu assets (i.e. intangible assets and the fair value step-up for film and television costs) recognized in connection with the TFCF acquisition 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.
Impact of COVID-19
Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. COVID-19 and measures to prevent its spread have impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. These operations resumed at various points since May 2020, initially at reduced operating capacities as a result of COVID-19 restrictions. In fiscal 2020 and 2021, we delayed, or in some cases, shortened or canceled theatrical releases. In addition, we experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021.
In fiscal 2022, our domestic parks and resorts are generally operating without significant COVID-19-related capacity restrictions, such as those that were in place during the prior year. Certain of our international parks and resorts and cruise ship operations continue to be impacted by COVID-19-related closures and capacity and travel restrictions. At the DMED segment, our film and television productions have generally resumed, although we have seen disruptions of production activities depending on local circumstances. We have generally been able to release our films theatrically in the first half of fiscal 2022, although certain markets continue to impose restrictions on theater openings and capacity.
The impact of these disruptions and the extent of their adverse impact on our financial and operating results will depend on the length of time that such disruptions continue. This will, in turn, depend on the duration and severity of the impacts of COVID-19 and its variants, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.
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 (loss) are as follows:
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Revenues:Revenues:Revenues:
Disney Media and Entertainment DistributionDisney Media and Entertainment Distribution$13,620 $12,440 $28,205   $25,101   Disney Media and Entertainment Distribution$14,039 $13,620 $28,815   $28,205   
Disney Parks, Experiences and ProductsDisney Parks, Experiences and Products6,652 3,173 13,886 6,761 Disney Parks, Experiences and Products7,776 6,652 16,512 13,886 
Total segment revenuesTotal segment revenues$20,272 $15,613 $42,091 $31,862 Total segment revenues$21,815 $20,272 $45,327 $42,091 
Segment operating income (loss):
Segment operating income:Segment operating income:
Disney Media and Entertainment DistributionDisney Media and Entertainment Distribution$1,944 $2,871 $2,752 $4,322 Disney Media and Entertainment Distribution$1,119 $1,944 $1,109 $2,752 
Disney Parks, Experiences and ProductsDisney Parks, Experiences and Products1,755 (406)4,205 (525)Disney Parks, Experiences and Products2,166 1,755 5,219 4,205 
Total segment operating income(1)
Total segment operating income(1)
$3,699 $2,465 $6,957 $3,797 
Total segment operating income(1)
$3,285 $3,699 $6,328 $6,957 
(1) Equity in the income of investees is included in segment operating income as follows:
 Quarter EndedSix Months Ended
 April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Disney Media and Entertainment Distribution$218   $226   $463   $461   
Disney Parks, Experiences and Products(5)(9) (8) (17)
Equity in the income of investees included in segment operating income213 217 455 444 
Amortization of TFCF intangible assets related to equity investees(3)(4)(6)(7)
Equity in the income of investees, net$210 $213 $449 $437 
A reconciliation of segment revenues to total revenues is as follows:
 Quarter EndedSix Months Ended
 April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Segment revenues$20,272 $15,613   $42,091 $31,862   
Content License Early Termination(1)
(1,023)  — (1,023)  — 
Total revenues$19,249 $15,613 $41,068 $31,862 
(1)During the quarter and six months ended April 2, 2022, the Company recognized a reduction in revenue for amounts to early terminate certain license agreements with a customer for film and television content, which was delivered in previous years, in order for the Company to use the content primarily on our direct-to-consumer services (Content License Early Termination). Because the content is functional intellectual property (IP), we recognized substantially all of the consideration to be paid by the customer under the licenses as revenue in prior years when the content was made available under the agreements. Consequently, we have recorded the amounts to terminate the licenses agreements, net of remaining amounts of deferred revenue, as a reduction of revenue in the current quarter.
 Quarter EndedSix Months Ended
 April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Disney Media and Entertainment Distribution$176   $218   $372   $463   
Disney Parks, Experiences and Products (5) (2) (8)
Equity in the income of investees included in segment operating income176 213 370 455 
Amortization of TFCF intangible assets related to equity investees(3)(3)(6)(6)
Equity in the income of investees, net$173 $210 $364 $449 
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 revenues to total revenues is as follows:
 Quarter EndedSix Months Ended
 April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Segment revenues$21,815 $20,272   $45,327 $42,091   
Content License Early Termination(1)
   (1,023)   (1,023)
Total revenues$21,815 $19,249 $45,327 $41,068 
(1)In February 2022, the Company early terminated certain license agreements with a customer for film and television content, which was delivered in previous years, in order for the Company to use the content primarily on our DTC services (Content License Early Termination). Because the content is functional intellectual property (IP), we had recognized substantially all of the consideration to be paid by the customer under the licenses as revenue in prior years when the content was made available under the agreements. Consequently, we recorded the amounts to terminate the licenses agreements, net of remaining amounts of deferred revenue, as a reduction of revenue.
A reconciliation of segment operating income to income from continuing operations before income taxes is as follows:
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Segment operating incomeSegment operating income$3,699 $2,465   $6,957 $3,797 Segment operating income$3,285 $3,699   $6,328 $6,957 
Content License Early TerminationContent License Early Termination(1,023)  — (1,023)— Content License Early Termination   (1,023) (1,023)
Corporate and unallocated shared expensesCorporate and unallocated shared expenses(272)  (201)(500)(433)Corporate and unallocated shared expenses(279)  (272)(559)(500)
Restructuring and impairment chargesRestructuring and impairment charges(195)(414)(195)  (527)  Restructuring and impairment charges(152)(195)(221)  (195)  
Other income (expense), net(1)
Other income (expense), net(1)
(158)305 (594)305 
Other income (expense), net(1)
149 (158)107 (594)
Interest expense, netInterest expense, net(355)(320)(666)(644)Interest expense, net(322)(355)(622)(666)
TFCF and Hulu acquisition amortization(2)
TFCF and Hulu acquisition amortization(2)
(594)(605)(1,189)(1,222)
TFCF and Hulu acquisition amortization(2)
(558)(594)(1,137)(1,189)
Income from continuing operations before income taxesIncome from continuing operations before income taxes$1,102 $1,230 $2,790 $1,276 Income from continuing operations before income taxes$2,123 $1,102 $3,896 $2,790 
(1)See Note 4 for a discussion of amounts in other income (expense), net.
(2)For the quarter ended April 2, 2022TFCF and Hulu acquisition amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $435 million, $156 million and $3 million, respectively. For the six months ended April 2, 2022 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $870 million, $313 million and $6 million, respectively. For the quarter ended April 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $447 million, $154 million, and $4 million, respectively. For the six months ended April 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $894 million, $321 million and $7 million, respectively.is as follows:
Quarter EndedSix Months Ended
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Amortization of intangible assets$408 $435   $825 $870 
Step-up of film and television costs147   156 306 313 
Intangibles related to TFCF equity investees3   6 
$558 $594 $1,137 $1,189 
Goodwill
The changes in the carrying amount of goodwill are as follows:
DMEDDPEPTotal
Balance at October 2, 2021$72,521 $5,550 $78,071 
Currency translation adjustments and other, net(52)— (52)
Balance at April 2, 2022$72,469 $5,550 $78,019 
DMEDDPEPTotal
Balance at October 1, 2022$72,347 $5,550 $77,897 
Currency translation adjustments and other, net(19)— (19)
Balance at April 1, 2023$72,328 $5,550 $77,878 
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 April 2, 2022Quarter Ended April 3, 2021Quarter Ended April 1, 2023Quarter Ended April 2, 2022
DMEDDPEPContent License Early TerminationTotalDMEDDPEPTotalDMEDDPEPTotalDMEDDPEPContent License Early TerminationTotal
Affiliate feesAffiliate fees$4,602$— $— $4,602 $4,594 $— $4,594 Affiliate fees$4,394$— $4,394 $4,602 $— $— $4,602 
Subscription feesSubscription fees4,605— 4,605 3,887 — — 3,887 
AdvertisingAdvertising3,023— 3,024 2,582 2,583 Advertising2,5632,564 3,023 — 3,024 
Subscription fees3,887— — 3,887 3,000 — 3,000 
Theme park admissionsTheme park admissions1,973 — 1,973 — 597 597 Theme park admissions2,428 2,428 — 1,973 — 1,973 
Resort and vacationsResort and vacations1,451 — 1,451 — 513 513 Resort and vacations1,949 1,949 — 1,451 — 1,451 
Retail and wholesale sales of merchandise, food and beverageRetail and wholesale sales of merchandise, food and beverage1,816    —    1,816    —    911 911 Retail and wholesale sales of merchandise, food and beverage2,142    2,142    —    1,816 — 1,816 
Merchandise licensingMerchandise licensing772 772 — 893 — 893 
TV/SVOD distribution licensingTV/SVOD distribution licensing1,124— (1,023)101 1,624 —    1,624    TV/SVOD distribution licensing1,033— 1,033 1,124 —    (1,023)   101    
Theatrical distribution licensingTheatrical distribution licensing224— — 224 109 — 109 Theatrical distribution licensing767— 767 224 — — 224 
Merchandise licensing893 — 893 791 796 
Home entertainmentHome entertainment230— — 230 219 — 219 Home entertainment148— 148 230 — — 230 
OtherOther530518 — 1,048 307 360 667 Other529484 1,013 530 518 — 1,048 
$13,620$6,652 $(1,023)$19,249 $12,440 $3,173 $15,613 $14,039$7,776 $21,815 $13,620 $6,652 $(1,023)$19,249 
Six Months Ended April 2, 2022Six Months Ended April 3, 2021Six Months Ended April 1, 2023Six Months Ended April 2, 2022
DMEDDPEPContent License Early TerminationTotalDMEDDPEPTotalDMEDDPEPTotalDMEDDPEPContent License Early TerminationTotal
Affiliate feesAffiliate fees$8,973$— $— $8,973 $8,996 $— $8,996 Affiliate fees$8,636$— $8,636 $8,973 $— $— $8,973 
Subscription feesSubscription fees8,845— 8,845 7,485 — — 7,485 
AdvertisingAdvertising6,891— 6,893 6,345 6,347 Advertising6,0056,007 6,891 — 6,893 
Subscription fees7,485— — 7,485 5,546 — 5,546 
Theme park admissionsTheme park admissions4,1254,125 — 1,146 1,146 Theme park admissions5,0695,069 — 4,125 — 4,125 
Resort and vacationsResort and vacations2,8962,896 — 946 946 Resort and vacations3,9293,929 — 2,896 — 2,896 
Retail and wholesale sales of merchandise, food and beverageRetail and wholesale sales of merchandise, food and beverage3,9053,905 —    2,074 2,074 Retail and wholesale sales of merchandise, food and beverage4,5244,524 —    3,905 — 3,905 
Merchandise licensingMerchandise licensing1,9151,915 — 2,012 — 2,012 
TV/SVOD distribution licensingTV/SVOD distribution licensing2,520(1,023)1,497 2,793 —    2,793    TV/SVOD distribution licensing2,0122,012 2,520 —    (1,023)   1,497 
Theatrical distribution licensingTheatrical distribution licensing753753 140 — 140 Theatrical distribution licensing1,9071,907 753 — — 753 
Merchandise licensing2,012— 2,012 10 1,881 1,891 
Home entertainmentHome entertainment524— — 524 519 — 519 Home entertainment283283 524 — — 524 
OtherOther1,059946— 2,005 752 712 1,464 Other1,1271,0732,200 1,059 946 — 2,005 
$28,205$13,886$(1,023)$41,068 $25,101 $6,761 $31,862 $28,815$16,512$45,327 $28,205 $13,886 $(1,023)$41,068 
12

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

The following table presents our revenues by segment and primary geographical markets:
Quarter Ended April 2, 2022Quarter Ended April 3, 2021Quarter Ended April 1, 2023Quarter Ended April 2, 2022
DMEDDPEPTotalDMEDDPEPTotalDMEDDPEPTotalDMEDDPEPTotal
AmericasAmericas$11,191 $5,559 $16,750 $10,293 $2,414 $12,707 Americas$11,525 $6,105 $17,630 $11,191 $5,559 $16,750 
EuropeEurope1,343    627    1,970    1,219    267    1,486    Europe1,447    744    2,191    1,343    627    1,970    
Asia PacificAsia Pacific1,086 466 1,552 928 492 1,420 Asia Pacific1,067 927 1,994 1,086 466 1,552 
Total revenuesTotal revenues$13,620 $6,652 $20,272 $12,440 $3,173 $15,613 Total revenues$14,039 $7,776 $21,815 $13,620 $6,652 $20,272 
Content License Early TerminationContent License Early Termination(1,023)Content License Early Termination(1,023)
$19,249 $19,249 
Six Months Ended April 2, 2022Six Months Ended April 3, 2021Six Months Ended April 1, 2023Six Months Ended April 2, 2022
DMEDDPEPTotalDMEDDPEPTotalDMEDDPEPTotalDMEDDPEPTotal
AmericasAmericas$23,021 $11,270 $34,291 $20,584 $4,870 $25,454 Americas$23,543 $13,058 $36,601 $23,021 $11,270 $34,291 
EuropeEurope2,881    1,492    4,373    2,512    754    3,266    Europe3,021    1,810    4,831    2,881    1,492    4,373    
Asia PacificAsia Pacific2,303 1,124 3,427 2,005 1,137 3,142 Asia Pacific2,251 1,644 3,895 2,303 1,124 3,427 
Total revenuesTotal revenues$28,205 $13,886 $42,091 $25,101 $6,761 $31,862 Total revenues$28,815 $16,512 $45,327 $28,205 $13,886 $42,091 
Content License Early TerminationContent License Early Termination(1,023)Content License Early Termination(1,023)
$41,068 $41,068 
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/SVOD licenses for titles made available to the licensee in previous reporting periods. For the quarter ended April 1, 2023, $0.7 billion was recognized related to performance obligations satisfied as of December 31, 2022. For the six months ended April 1, 2023, $0.5 billion was recognized related to performance obligations satisfied as of October 1, 2022. For the quarter ended April 2, 2022, $0.4 billion was recognized related to performance obligations satisfied as of January 1, 2022. For the six months ended April 2, 2022, $0.7 billion was recognized related to performance obligations satisfied as of October 2, 2021. For the quarter ended April 3, 2021, $0.4 billion was recognized related to performance obligations satisfied as of January 2, 2021. For the six months ended April 3, 2021, $0.7 billion was related to performance obligations satisfied as of October 3, 2020.
As of April 2, 2022,1, 2023, revenue for unsatisfied performance obligations expected to be recognized in the future is $11$16 billion, primarily for content and other IP to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, television station affiliates, merchandise licenseesDTC wholesalers, sports sublicensees, and DTC subscribers.advertisers. Of this amount, we expect to recognize approximately $3 billion in the remainder of fiscal 2022,2023, $5 billion in fiscal 2024, $4 billion in fiscal 2023, $2 billion in fiscal 20242025 and $2$4 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.
Contract assets, accountsAccounts receivable and deferred revenues from contracts with customers are as follows:
April 2,
2022
October 2,
2021
April 1,
2023
October 1,
2022
Contract assets$58 $155 
Accounts receivableAccounts receivableAccounts receivable
CurrentCurrent11,629   11,190   Current$11,189   $10,886   
Non-currentNon-current1,331 1,359 Non-current1,153 1,226 
Allowance for credit lossesAllowance for credit losses(195)(194)Allowance for credit losses(164)(179)
Deferred revenuesDeferred revenuesDeferred revenues
CurrentCurrent4,257 4,067 Current5,750 5,531 
Non-currentNon-current460 581 Non-current870 927 
Contract assets primarily relate to certain multi-season TV/SVOD licensing contracts. Activity forFor the currentquarter and prior-year quarters related to contract assetssix months ended April 1, 2023, the Company recognized revenue of $0.9 billion and $4.3 billion, respectively, that was not material.included in the October 1, 2022 deferred revenue balance. For the quarter and six months ended April 2, 2022, the Company recognized revenue of $0.9 billion and $2.8 billion, respectively, that was included in the October 2, 2021
13

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

For the quarterdeferred revenue balance. Amounts deferred generally relate to theme park admissions and six months ended April 2, 2022, the Company recognized revenue of $0.9 billionvacation packages, DTC subscriptions and $2.8 billion, respectively, primarilyadvances related to DTC subscriptions, TV/SVOD licenses and advances from merchandise licensees included in the deferred revenue balance at October 2, 2021. For the quarter and six months ended April 3, 2021, the Company recognized revenue of $0.6 billion and $2.1 billion, respectively, primarily related to DTC subscriptions, advances from merchandise licensees and TV/SVOD licenses included in the deferred revenue balance at October 3, 2020.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/SVOD 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/SVOD licensing receivables recorded in other non-current assets net of an allowance for credit losses that is not material, was $0.7 billion and $0.8$0.5 billion at April 2, 20221, 2023 and $0.6 billion at October 2, 2021, respectively. The activity in the allowance for credit losses for the quarter ended April 2, 2022 was not material.
1, 2022. The balance of vacation club receivables recorded in other non-current assets net of an allowance for credit losses that is not material, was $0.6 billion at both April 2, 20221, 2023 and October 2, 2021.1, 2022. The activity in the allowance for credit losses and activity for the quarterperiod ended April 2, 20221, 2023 was not material.
4.Other Income (Expense), net
Other income (expense), net is as follows:
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
DraftKings gain (loss)DraftKings gain (loss)$(158)$305 $(590)$119 DraftKings gain (loss)$149 $(158)$79 $(590)
fuboTV gain    —        186    
Other, netOther, net — (4)— Other, net — 28 (4)
Other income (expense), netOther income (expense), net$(158)$305 $(594)$305 Other income (expense), net$149 $(158)$107 $(594)
For the quarter and six months ended April 2, 2022,1, 2023, the Company recognized a non-cash lossgain of $158$149 million and $590$79 million, respectively, from the adjustment ofto adjust its investment in DraftKings, Inc. (DraftKings) to fair value (DraftKings gain (loss)). For the prior-year quarter and six months ended April 3, 2021,2, 2022, the Company recognized a DraftKings gainloss of $305$158 million and $119$590 million, respectively.
For the six months ended April 3, 2021, the Company recognized a non-cash gain of $186 million from the adjustment of its investment in fuboTV Inc. to fair value (fuboTV gain).
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.
April 2,
2022
October 2,
2021
April 1,
2023
October 1,
2022
Cash and cash equivalentsCash and cash equivalents$13,272 $15,959 Cash and cash equivalents$10,399 $11,615 
Restricted cash included in:Restricted cash included in:Restricted cash included in:
Other current assetsOther current assets3       Other current assets3       
Other assetsOther assets43 41 Other assets51 43 
Total cash, cash equivalents and restricted cash in the statement of cash flowsTotal cash, cash equivalents and restricted cash in the statement of cash flows$13,318 $16,003 Total cash, cash equivalents and restricted cash in the statement of cash flows$10,453 $11,661 
14

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Borrowings
During the six months ended April 2, 2022,1, 2023, the Company’s borrowing activity was as follows: 
October 2,
2021
BorrowingsPaymentsOther
Activity
April 2,
2022
October 1,
2022
BorrowingsPaymentsOther
Activity
April 1,
2023
Commercial paper with original maturities less than three monthsCommercial paper with original maturities less than three months$— $180 $— $— $180 Commercial paper with original maturities less than three months$50 $958 $— $$1,010 
Commercial paper with original maturities greater than three monthsCommercial paper with original maturities greater than three months1,992 654 (964)1,683 Commercial paper with original maturities greater than three months1,612 2,022 (2,266)1,377 
U.S. dollar denominated notes(1)
U.S. dollar denominated notes(1)
49,090 — (1,400)(70)47,620 
U.S. dollar denominated notes(1)
45,091 — (1,000)(69)44,022 
Asia Theme Parks borrowings(2)
Asia Theme Parks borrowings(2)
1,331    70    —    39    1,440    
Asia Theme Parks borrowings(2)
1,425    70    —    79    1,574    
Foreign currency denominated debt and other(3)(1)
Foreign currency denominated debt and other(3)(1)
1,993 — — (893)1,100 
Foreign currency denominated debt and other(3)(1)
191 — — 344 535 
$54,406 $904 $(2,364)$(923)$52,023 $48,369 $3,050 $(3,266)$365 $48,518 
(1)The other activity is primarily due to the amortization of purchase price adjustments on debt assumed in the TFCF acquisition and debt issuance fees.
(2)The other activity is driven by the impact of changes in foreign currency exchange rates.
(3)The other activity is due to market value adjustments for debt with qualifying hedges.
At April 2, 2022,1, 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
Committed
Capacity
Capacity
Used
Unused
Capacity
Facility expiring March 2023$5,250 $— $5,250 
Facility expiring March 2024Facility expiring March 2024$5,250 $— $5,250 
Facility expiring March 2025Facility expiring March 20253,000 — 3,000 Facility expiring March 20253,000 — 3,000 
Facility expiring March 2027Facility expiring March 20274,000 — 4,000 Facility expiring March 20274,000 — 4,000 
TotalTotal$12,250 $— $12,250 Total$12,250 $— $12,250 
The Company refinanced bank facilities totalinghad a $5.25 billion and $4.0 billion, which would have expiredbank facility that was scheduled to expire in March 2022 and March 2023, respectively. These facilities were2023. This facility was refinanced with a new $5.25 billion bank facility maturing in March 2023 and a new $4.0 billion facility maturing in March 2027. The facility expiring in March 2025 was amended to, among other things, include benchmarks to replace LIBOR and align2024. All three of the interest rate provisions with the new facilities. Thesebank facilities allow for borrowings at SOFR-based rates, 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 0.755%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, whichcosts. On April 1, 2023, the Company met on April 2, 2022this 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 April 2, 2022,1, 2023, the Company has $1.5$1.9 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 up to 80%a significant portion of the contract price of two new cruise ships, which are scheduled to be delivered in 2024fiscal 2025 and 2025.fiscal 2026. Under the facilities, $1.1 billion is 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.
The Company did not utilize and terminated a $1.0 billion credit facility for a new cruise ship scheduled to be delivered in 2022.fees.
15

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 EndedSix Months EndedQuarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Interest expenseInterest expense$(374)$(415)$(735)$(819)Interest expense$(504)$(374)$(969)$(735)
Interest and investment incomeInterest and investment income3    131    37    243    Interest and investment income98       177    37    
Net periodic pension and postretirement benefit costs (other than service costs)Net periodic pension and postretirement benefit costs (other than service costs)16 (36)32 (68)Net periodic pension and postretirement benefit costs (other than service costs)84 16 170 32 
Interest expense, netInterest expense, net$(355)$(320)$(666)$(644)Interest expense, net$(322)$(355)$(622)$(666)
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:
April 2,
2022
October 2, 2021 April 1,
2023
October 1, 2022
Cash and cash equivalentsCash and cash equivalents$160 $287 Cash and cash equivalents$387 $280 
Other current assetsOther current assets124 95 Other current assets195 137 
Total current assetsTotal current assets284 382 Total current assets582 417 
Parks, resorts and other propertyParks, resorts and other property6,901    6,928    Parks, resorts and other property6,419    6,356    
Other assetsOther assets238 176 Other assets196 161 
Total assetsTotal assets$7,423 $7,486 Total assets$7,197 $6,934 
Current liabilitiesCurrent liabilities$446 $473 Current liabilities$450 $468 
Long-term borrowingsLong-term borrowings1,370 1,331 Long-term borrowings1,574 1,426 
Other long-term liabilitiesOther long-term liabilities443 422 Other long-term liabilities459 395 
Total liabilitiesTotal liabilities$2,259 $2,226 Total liabilities$2,483 $2,289 
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 six months ended April 2, 2022:1, 2023:
Revenues$1,3052,091 
Costs and expenses(1,649)(1,995)   
Equity in the loss of investees(8)(2)
Asia Theme Parks’ royalty and management fees of $40$83 million for the six months ended April 2, 20221, 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 six months ended April 2, 20221, 2023 were $12$509 million used inprovided by operating activities, $381$483 million used in investing activities and $90$78 million provided by financing activities.
16

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 $150$157 million and $100$105 million, respectively. The interest rate on both loans is three month HIBOR plus 2%, and the 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 $2.1$2.7 billion ($268344 million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2023.2028. The outstanding balance under the line of credit at April 2, 20221, 2023 was $178$230 million. 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 $915$945 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 1.01.9 billion yuan (approximately $0.2$0.3 billion) line of credit bearing interest at 8%. As of April 2, 2022,1, 2023, the total amount outstanding under the line of credit was 0.31.2 billion yuan (approximately $53$180 million). These balances are eliminated in consolidation.
Shendi has provided Shanghai Disney Resort with loans totaling 8.18.5 billion yuan (approximately $1.3$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 1.42.6 billion yuan (approximately $0.2$0.4 billion) line of credit bearing interest at 8%. As of April 2, 20221, 2023 the total amount outstanding under the line of credit was 0.41.6 billion yuan (approximately $70$238 million).
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)
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
As of April 2, 2022As of October 2, 2021As of April 1, 2023As of October 1, 2022
Predominantly Monetized IndividuallyPredominantly Monetized
as a Group
TotalPredominantly Monetized IndividuallyPredominantly Monetized
as a Group
TotalPredominantly Monetized IndividuallyPredominantly Monetized
as a Group
TotalPredominantly Monetized IndividuallyPredominantly Monetized
as a Group
Total
Produced contentProduced contentProduced content
Released, less amortizationReleased, less amortization$4,849 $10,657 $15,506 $4,944 $9,779 $14,723 Released, less amortization$4,996 $14,005 $19,001 $4,639 $12,688 $17,327 
Completed, not releasedCompleted, not released267 1,527 1,794 630 762 1,392 Completed, not released130 1,540 1,670 214 2,019 2,233 
In-processIn-process5,000   5,778   10,778   4,371   4,623   8,994   In-process3,992   7,793   11,785   5,041   6,793   11,834   
In development or pre-productionIn development or pre-production296 274 570 351 162 513 In development or pre-production343 251 594 372 254 626 
$10,412 $18,236 28,648 $10,296 $15,326 25,622 $9,461 $23,589 33,050 $10,266 $21,754 32,020 
Licensed content - Television programming rights and advancesLicensed content - Television programming rights and advances5,497 6,110 Licensed content - Television programming rights and advances5,771 5,647 
Total produced and licensed contentTotal produced and licensed content$34,145 $31,732 Total produced and licensed content$38,821 $37,667 
Current portionCurrent portion$1,796 $2,183 Current portion$1,872 $1,890 
Non-current portionNon-current portion$32,349 $29,549 Non-current portion$36,949 $35,777 
17

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Amortization of produced and licensed content is as follows:
Quarter EndedSix Months EndedQuarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Produced contentProduced contentProduced content
Predominantly monetized individuallyPredominantly monetized individually$838$758 $1,871$1,370 Predominantly monetized individually$1,006$838 $2,163$1,871 
Predominantly monetized as a groupPredominantly monetized as a group1,5031,241   3,1212,439   Predominantly monetized as a group1,9521,503   4,1123,121   
2,3411,999 4,9923,809 2,9582,341 6,2754,992 
Licensed programming rights and advancesLicensed programming rights and advances2,8392,223 7,6506,762 Licensed programming rights and advances3,1962,839 7,7357,650 
Total produced and licensed content costs(1)
Total produced and licensed content costs(1)
$5,180$4,222 $12,642$10,571 
Total produced and licensed content costs(1)
$6,154$5,180 $14,010$12,642 
(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.
8.Income Taxes
Interim Period Tax Expense
Generally, we record interim period tax expense based on the estimated annual effective tax rate using projections of full-year pre-tax earnings and income tax expense, adjusted for tax expense amounts recognized fully in the quarter they occur. We used this approach to determine tax expense in the first two quarters of fiscal 2022. For interim periods in fiscal 2021, because of the uncertainties associated with the impact of COVID-19 on our projections of full-year pre-tax earnings and income tax expense, our normal approach of calculating interim period tax expense produced an income tax provision that was not meaningful. Accordingly, we calculated interim period fiscal 2021 tax expense based on the year-to-date earnings before tax, a blended U.S. Federal and state statutory tax rate of approximately 23% adjusted for tax expense amounts recognized fully in the quarter they occurred.
Unrecognized Tax Benefits
During the six months ended April 2, 2022,1, 2023, the Company decreasedincreased its gross unrecognized tax benefits (before interest and penalties) by $0.2 billion from $2.6 billion to $2.4$2.7 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 $0.2$0.1 billion.
California Disaster Relief
Pursuant to relief provided to certain taxpayers by the Internal Revenue Service and California State Board of Equalization as a result of winter storms in California, the Company is permitted to defer payment of fiscal 2023 federal and California state tax payments until October 16, 2023.
9.Pension and Other Benefit Programs
The components of net periodic benefit cost (income) are as follows:
Pension PlansPostretirement Medical Plans Pension PlansPostretirement Medical Plans
Quarter EndedSix Months EndedQuarter EndedSix Months Ended Quarter EndedSix Months EndedQuarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2, 2022April 3, 2021April 2,
2022
April 3,
2021
April 2, 2022April 3, 2021 April 1,
2023
April 2,
2022
April 1, 2023April 2, 2022April 1,
2023
April 2,
2022
April 1, 2023April 2, 2022
Service costsService costs$102 $109 $202 $217 $3 $$5 $Service costs$63 $102 $128 $202 $2 $$3 $
Other costs (benefits):Other costs (benefits):Other costs (benefits):
Interest costsInterest costs126   115   250   229   13   11   26   23   Interest costs195   126   391   250   21   13   41   26   
Expected return on plan assetsExpected return on plan assets(294)(274)(587)(549)(14)(13)(29)(27)Expected return on plan assets(287)(294)(575)(587)(15)(14)(30)(29)
Amortization of previously deferred service costsAmortization of previously deferred service costs1 2  —  — Amortization of previously deferred service costs3 5  —  — 
Recognized net actuarial lossRecognized net actuarial loss145 185 292 371 7 14 15 Recognized net actuarial loss4 145 9 292 (5)(11)14 
Total other costs (benefits)Total other costs (benefits)(22)30 (43)57 6 11 11 Total other costs (benefits)(85)(22)(170)(43)1  11 
Net periodic benefit cost$80 $139 $159 $274 $9 $$16 $16 
Net periodic benefit cost (income)Net periodic benefit cost (income)$(22)$80 $(42)$159 $3 $$3 $16 
During the six months ended April 2, 2022,1, 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 2022.2023. Final minimum funding requirements for fiscal 2023 will be determined based on a January 1, 2023 funding actuarial valuation, which is expected to be received in the fourth quarter of fiscal 2023.
18

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Final minimum funding requirements for fiscal 2022 will be determined based on a January 1, 2022 funding actuarial valuation, which is expected to be received by the end of the fourth quarter of fiscal 2022.
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 EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Shares (in millions):Shares (in millions):Shares (in millions):
Weighted average number of common and common equivalent shares outstanding (basic)Weighted average number of common and common equivalent shares outstanding (basic)1,822   1,817   1,820   1,814   Weighted average number of common and common equivalent shares outstanding (basic)1,828   1,822   1,827   1,820   
Weighted average dilutive impact of AwardsWeighted average dilutive impact of Awards6 12 8 12 Weighted average dilutive impact of Awards3 2 
Weighted average number of common and common equivalent shares outstanding (diluted)Weighted average number of common and common equivalent shares outstanding (diluted)1,828 1,829 1,828 1,826 Weighted average number of common and common equivalent shares outstanding (diluted)1,831 1,828 1,829 1,828 
Awards excluded from diluted earnings per shareAwards excluded from diluted earnings per share9 6 Awards excluded from diluted earnings per share25 25 
19

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

11.Equity
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 HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI Market Value Adjustments for HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI
AOCI, before taxAOCI, before taxAOCI, before tax
Second quarter of fiscal 2023Second quarter of fiscal 2023
Balance at December 31, 2022Balance at December 31, 2022$111 $(3,769)$(1,826)$(5,484)
Quarter Ended April 1, 2023:Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period71 125 203 
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(116)— (115)
Balance at April 1, 2023Balance at April 1, 2023$2 $(3,697)$(1,701)$(5,396)
Second quarter of fiscal 2022Second quarter of fiscal 2022Second quarter of fiscal 2022
Balance at January 1, 2022Balance at January 1, 2022$(83)$(6,823)$(1,084)$(7,990)Balance at January 1, 2022$(83)$(6,823)$(1,084)$(7,990)
Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period53 — (196)(143)Unrealized gains (losses) arising during the period53    —    (196)   (143)   
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(21)155 — 134 Reclassifications of realized net (gains) losses to net income(21)155 — 134 
Balance at April 2, 2022Balance at April 2, 2022$(51)$(6,668)$(1,280)$(7,999)Balance at April 2, 2022$(51)$(6,668)$(1,280)$(7,999)
Second quarter of fiscal 2021
Balance at January 2, 2021$(419)$(9,227)$(877)$(10,523)
Quarter Ended April 3, 2021:
Six months ended fiscal 2023Six months ended fiscal 2023
Balance at October 1, 2022Balance at October 1, 2022$804 $(3,770)$(2,014)$(4,980)
Six Months Ended April 1, 2023:Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period131    55    (84)   102    Unrealized gains (losses) arising during the period(468)71 271 (126)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income194 — 199 Reclassifications of realized net (gains) losses to net income(334)42 (290)
Balance at April 3, 2021$(283)$(8,978)$(961)$(10,222)
Balance at April 1, 2023Balance at April 1, 2023$2 $(3,697)$(1,701)$(5,396)
Six months ended fiscal 2022Six months ended fiscal 2022Six months ended fiscal 2022
Balance at October 2, 2021Balance at October 2, 2021$(152)$(7,025)$(1,047)$(8,224)Balance at October 2, 2021$(152)$(7,025)$(1,047)$(8,224)
Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period140 47 (233)(46)Unrealized gains (losses) arising during the period140 47 (233)(46)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(39)310 — 271 Reclassifications of realized net (gains) losses to net income(39)310 — 271 
Balance at April 2, 2022Balance at April 2, 2022$(51)$(6,668)$(1,280)$(7,999)Balance at April 2, 2022$(51)$(6,668)$(1,280)$(7,999)
Six months ended fiscal 2021
Balance at October 3, 2020$(191)$(9,423)$(1,088)$(10,702)
Six Months Ended April 3, 2021:
Unrealized gains (losses) arising during the period(54)57 127 130 
Reclassifications of realized net (gains) losses to net income(38)388 — 350 
Balance at April 3, 2021$(283)$(8,978)$(961)$(10,222)
20

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Market Value Adjustments for HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI Market Value Adjustments for HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI
Tax on AOCITax on AOCITax on AOCI
Second quarter of fiscal 2023Second quarter of fiscal 2023
Balance at December 31, 2022Balance at December 31, 2022$(28)$901 $133 $1,006 
Quarter Ended April 1, 2023:Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period— (16)(10)(26)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income27 — — 27 
Balance at April 1, 2023Balance at April 1, 2023$(1)$885 $123 $1,007 
Second quarter of fiscal 2022Second quarter of fiscal 2022Second quarter of fiscal 2022
Balance at January 1, 2022Balance at January 1, 2022$23 $1,606 $85 $1,714 Balance at January 1, 2022$23 $1,606 $85 $1,714 
Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period(9)— 13 Unrealized gains (losses) arising during the period(9)   —    13       
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(36)— (31)Reclassifications of realized net (gains) losses to net income(36)— (31)
Balance at April 2, 2022Balance at April 2, 2022$19 $1,570 $98 $1,687 Balance at April 2, 2022$19 $1,570 $98 $1,687 
Second quarter of fiscal 2021
Balance at January 2, 2021$95 $2,155 $132 $2,382 
Quarter Ended April 3, 2021:
Six months ended fiscal 2023Six months ended fiscal 2023
Balance at October 1, 2022Balance at October 1, 2022$(179)$901 $139 $861 
Six Months Ended April 1, 2023:Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period(24)   (13)      (31)   Unrealized gains (losses) arising during the period100 (16)(2)82 
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(2)(45)— (47)Reclassifications of realized net (gains) losses to net income78 — (14)64 
Balance at April 3, 2021$69 $2,097 $138 $2,304 
Balance at April 1, 2023Balance at April 1, 2023$(1)$885 $123 $1,007 
Six months ended fiscal 2022Six months ended fiscal 2022Six months ended fiscal 2022
Balance at October 2, 2021Balance at October 2, 2021$42 $1,653 $89 $1,784 Balance at October 2, 2021$42 $1,653 $89 $1,784 
Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period(32)(11)(34)Unrealized gains (losses) arising during the period(32)(11)(34)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(72)— (63)Reclassifications of realized net (gains) losses to net income(72)— (63)
Balance at April 2, 2022Balance at April 2, 2022$19 $1,570 $98 $1,687 Balance at April 2, 2022$19 $1,570 $98 $1,687 
Six months ended fiscal 2021
Balance at October 3, 2020$40 $2,201 $139 $2,380 
Six Months Ended April 3, 2021:
Unrealized gains (losses) arising during the period22 (14)(1)
Reclassifications of realized net (gains) losses to net income(90)— (83)
Balance at April 3, 2021$69 $2,097 $138 $2,304 
21

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Market Value Adjustments for HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI Market Value Adjustments for HedgesUnrecognized
Pension and 
Postretirement
Medical 
Expense
Foreign
Currency
Translation
and Other
AOCI
AOCI, after taxAOCI, after taxAOCI, after tax
Second quarter of fiscal 2023Second quarter of fiscal 2023
Balance at December 31, 2022Balance at December 31, 2022$83 $(2,868)$(1,693)$(4,478)
Quarter Ended April 1, 2023:Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period55 115 177 
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(89)— (88)
Balance at April 1, 2023Balance at April 1, 2023$1 $(2,812)$(1,578)$(4,389)
Second quarter of fiscal 2022Second quarter of fiscal 2022Second quarter of fiscal 2022
Balance at January 1, 2022Balance at January 1, 2022$(60)$(5,217)$(999)$(6,276)Balance at January 1, 2022$(60)$(5,217)$(999)$(6,276)
Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period44 — (183)(139)Unrealized gains (losses) arising during the period44 — (183)(139)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(16)119 — 103 Reclassifications of realized net (gains) losses to net income(16)119 — 103 
Balance at April 2, 2022Balance at April 2, 2022$(32)$(5,098)$(1,182)$(6,312)Balance at April 2, 2022$(32)$(5,098)$(1,182)$(6,312)
Second quarter of fiscal 2021
Balance at January 2, 2021$(324)$(7,072)$(745)$(8,141)
Quarter Ended April 3, 2021:
Six months ended fiscal 2023Six months ended fiscal 2023
Balance at October 1, 2022Balance at October 1, 2022$625 $(2,869)$(1,875)$(4,119)
Six Months Ended April 1, 2023:Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period107 42 (78)71 Unrealized gains (losses) arising during the period(368)55 269 (44)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income149 — 152 Reclassifications of realized net (gains) losses to net income(256)      28    (226)   
Balance at April 3, 2021$(214)$(6,881)$(823)$(7,918)
Balance at April 1, 2023Balance at April 1, 2023$1 $(2,812)$(1,578)$(4,389)
Six months ended fiscal 2022Six months ended fiscal 2022Six months ended fiscal 2022
Balance at October 2, 2021Balance at October 2, 2021$(110)$(5,372)$(958)$(6,440)Balance at October 2, 2021$(110)$(5,372)$(958)$(6,440)
Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the periodUnrealized gains (losses) arising during the period108 36 (224)(80)Unrealized gains (losses) arising during the period108 36 (224)(80)
Reclassifications of realized net (gains) losses to net incomeReclassifications of realized net (gains) losses to net income(30)   238    —    208    Reclassifications of realized net (gains) losses to net income(30)238 — 208 
Balance at April 2, 2022Balance at April 2, 2022$(32)$(5,098)$(1,182)$(6,312)Balance at April 2, 2022$(32)$(5,098)$(1,182)$(6,312)
Six months ended fiscal 2021
Balance at October 3, 2020$(151)$(7,222)$(949)$(8,322)
Six Months Ended April 3, 2021:
Unrealized gains (losses) arising during the period(32)43 126 137 
Reclassifications of realized net (gains) losses to net income(31)298 — 267 
Balance at April 3, 2021$(214)$(6,881)$(823)$(7,918)
22

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

Details about AOCI components reclassified to net income are as follows:
Gain (loss) in net income:Gain (loss) in net income:Affected line item in the
  Condensed Consolidated
  Statements of Operations:
Quarter EndedSix Months EndedGain (loss) in net income:Affected line item in the Condensed Consolidated Statements of Operations:Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Market value adjustments, primarily cash flow hedgesMarket value adjustments, primarily cash flow hedgesPrimarily revenue$21 $(5)$39 $38 Market value adjustments, primarily cash flow hedgesPrimarily revenue$116 $21 $334 $39 
Estimated taxEstimated taxIncome taxes(5)(9)(7)Estimated taxIncome taxes(27)(5)(78)(9)
16 (3)30 31 89 16 256 30 
Pension and postretirement medical expensePension and postretirement medical expenseInterest expense, net(155)(194)(310)(388)Pension and postretirement medical expenseInterest expense, net(1)(155)(2)(310)
Estimated taxEstimated taxIncome taxes36   45   72   90   Estimated taxIncome taxes   36      72   
(119)(149)(238)(298)(1)(119)(2)(238)
Foreign currency translation and otherForeign currency translation and otherRestructuring and impairment charges — (42)— 
Estimated taxEstimated taxIncome taxes — 14 — 
 — (28)— 
Total reclassifications for the periodTotal reclassifications for the period$(103)$(152)$(208)$(267)Total reclassifications for the period$88 $(103)$226 $(208)
12.Equity-Based Compensation
Compensation expense related to stock options and restricted stock units (RSUs) is as follows:
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Stock optionsStock options$21 $23 $45 $48 Stock options$20 $21 $39 $45 
RSUsRSUs233   113   405   222   RSUs280   233   531   405   
Total equity-based compensation expense(1)
Total equity-based compensation expense(1)
$254 $136 $450 $270 
Total equity-based compensation expense(1)
$300 $254 $570 $450 
Equity-based compensation expense capitalized during the periodEquity-based compensation expense capitalized during the period$40 $22 $70 $56 Equity-based compensation expense capitalized during the period$37 $40 $73 $70 
(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 $136$96 million and $2.0$1.9 billion, respectively, as of April 2, 2022.1, 2023.
During the six months ended April 2, 20221, 2023 and April 3, 2021,2, 2022, the weighted average grant date fair values for options granted were $47.39$34.72 and $58.41,$47.39, respectively, and for RSUs were $148.75$92.07 and $180.68,$148.75, respectively.
During the six months ended April 2, 2022,1, 2023, the Company made equity compensation grants consisting of 1.71.6 million stock options and 9.89.7 million RSUs.
13.Commitments and Contingencies
Legal Matters
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various 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.
23

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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
23

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 April 2, 2022 Fair Value Measurement at April 1, 2023
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
AssetsAssetsAssets
InvestmentsInvestments$365 $— $— $365 Investments$393 $— $— $393 
DerivativesDerivativesDerivatives
Interest rate— — 
Foreign exchangeForeign exchange— 943 — 943 Foreign exchange— 1,074 — 1,074 
OtherOther—    36    —    36    Other—    22    —    22    
LiabilitiesLiabilitiesLiabilities
DerivativesDerivativesDerivatives
Interest rateInterest rate— (1,026)— (1,026)Interest rate— (1,523)— (1,523)
Foreign exchangeForeign exchange— (770)— (770)Foreign exchange— (807)— (807)
OtherOther— (2)— (2)Other— (6)— (6)
OtherOther— (417)— (417)Other— (448)— (448)
Total recorded at fair valueTotal recorded at fair value$365 $(1,229)$— $(864)Total recorded at fair value$393 $(1,688)$— $(1,295)
Fair value of borrowingsFair value of borrowings$— $52,253 $1,524 $53,777 Fair value of borrowings$— $44,506 $1,663 $46,169 
Fair Value Measurement at October 2, 2021 Fair Value Measurement at October 1, 2022
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
AssetsAssetsAssets
InvestmentsInvestments$950 $— $— $950 Investments$308 $— $— $308 
DerivativesDerivativesDerivatives
Interest rateInterest rate— 186 — 186 Interest rate— — 
Foreign exchangeForeign exchange—    707    —    707    Foreign exchange—    2,223    —    2,223    
OtherOther— 10 — 10 Other— 10 — 10 
LiabilitiesLiabilitiesLiabilities
DerivativesDerivativesDerivatives
Interest rateInterest rate— (287)— (287)Interest rate— (1,783)— (1,783)
Foreign exchangeForeign exchange— (618)— (618)Foreign exchange— (1,239)— (1,239)
OtherOther— (8)— (8)Other— (31)— (31)
OtherOther— (375)— (375)Other— (354)— (354)
Total recorded at fair valueTotal recorded at fair value$950 $(385)$— $565 Total recorded at fair value$308 $(1,173)$— $(865)
Fair value of borrowingsFair value of borrowings$— $58,913 $1,411 $60,324 Fair value of borrowings$— $42,509 $1,510 $44,019 
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
24

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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.
24

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 April 2, 2022 As of April 1, 2023
Current
Assets
Other AssetsOther Current LiabilitiesOther Long-
Term
Liabilities
Current
Assets
Other AssetsOther Current LiabilitiesOther Long-
Term
Liabilities
Derivatives designated as hedgesDerivatives designated as hedgesDerivatives designated as hedges
Foreign exchangeForeign exchange$311 $330 $(218)$(151)Foreign exchange$518 $326 $(229)$(90)
Interest rateInterest rate— (1,026)— Interest rate— — (1,523)— 
OtherOther24       (1)   (1)   Other      (5)   (1)   
Derivatives not designated as hedgesDerivatives not designated as hedgesDerivatives not designated as hedges
Foreign exchangeForeign exchange184 118 (243)(158)Foreign exchange226 (424)(64)
OtherOther— — — Other18 — — — 
Gross fair value of derivativesGross fair value of derivatives535 451 (1,488)(310)Gross fair value of derivatives765 331 (2,181)(155)
Counterparty nettingCounterparty netting(414)(393)593 214 Counterparty netting(630)(221)760 91 
Cash collateral (received) paidCash collateral (received) paid(69)— 855 49 Cash collateral (received) paid(55)(5)1,382 51 
Net derivative positionsNet derivative positions$52 $58 $(40)$(47)Net derivative positions$80 $105 $(39)$(13)
As of October 2, 2021 As of October 1, 2022
Current
Assets
Other AssetsOther Current LiabilitiesOther Long-
Term
Liabilities
Current
Assets
Other AssetsOther Current LiabilitiesOther Long-
Term
Liabilities
Derivatives designated as hedgesDerivatives designated as hedgesDerivatives designated as hedges
Foreign exchangeForeign exchange$165 $240 $(122)$(83)Foreign exchange$864 $786 $(228)$(350)
Interest rateInterest rate— 186 (287)— Interest rate— (1,783)— 
OtherOther10    —    —    —    Other10    —    (4)   —    
Derivatives not designated as hedgesDerivatives not designated as hedgesDerivatives not designated as hedges
Foreign exchangeForeign exchange183 119 (208)(205)Foreign exchange336 247 (374)(287)
OtherOther(8)— — — Other— — (27)— 
Gross fair value of derivativesGross fair value of derivatives350 545 (617)(288)Gross fair value of derivatives1,210 1,034 (2,416)(637)
Counterparty nettingCounterparty netting(301)(360)460 201 Counterparty netting(831)(715)1,070 476 
Cash collateral (received) paidCash collateral (received) paid(3)(51)157 73 Cash collateral (received) paid(341)(151)1,282 96 
Net derivative positionsNet derivative positions$46 $134 $— $(14)Net derivative positions$38 $168 $(64)$(65)
25

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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
25

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 indexed to LIBOR.borrowings. The total notional amount of the Company’s pay-floating interest rate swaps at April 2, 20221, 2023 and October 2, 2021,1, 2022, was $15.2$13.5 billion and $15.1$14.5 billion, respectively.
The following table summarizes fair value hedge adjustments to hedged borrowings:
Carrying Amount of Hedged BorrowingsFair Value Adjustments Included
in Hedged Borrowings
Carrying Amount of Hedged BorrowingsFair Value Adjustments Included
in Hedged Borrowings
April 2,
2022
October 2, 2021April 2,
2022
October 2, 2021April 1,
2023
October 1, 2022April 1,
2023
October 1, 2022
Borrowings:Borrowings:Borrowings:
CurrentCurrent$1,500    $505    $2    $   Current$    $997    $    $(3)   
Long-termLong-term13,254 15,136 (1,019)(103)Long-term12,708 12,358 (1,431)(1,733)
$14,754 $15,641 $(1,017)$(98)$12,708 $13,355 $(1,431)$(1,736)
The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:
Quarter EndedSix Months Ended Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Gain (loss) on:Gain (loss) on:Gain (loss) on:
Pay-floating swapsPay-floating swaps$(741)$(577)$(919)$(724)Pay-floating swaps$235 $(741)$306 $(919)
Borrowings hedged with pay-floating swapsBorrowings hedged with pay-floating swaps741   577   919   724   Borrowings hedged with pay-floating swaps(235)  741   (306)  919   
Benefit (expense) associated with interest accruals on pay-floating swapsBenefit (expense) associated with interest accruals on pay-floating swaps33 36 70 71 Benefit (expense) associated with interest accruals on pay-floating swaps(125)33 (220)70 
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 April 2, 20221, 2023 or at October 2, 2021,1, 2022, and gains and losses related to pay-fixed interest rate swaps recognized in earnings for the quarterquarters and six-month periods ended April 2, 20221, 2023 and April 3, 20212, 2022 were not material.
Foreign Exchange Risk Management
The Company transacts business globally and is subject to risks associated with changing foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with foreign currency exchange rate changes, enabling management to focus on core business issues and challenges.
The Company enters into option and forward contracts that change in value as foreign currency exchange rates change 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, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.
26

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of April 2, 20221, 2023 and October 2, 2021,1, 2022, the notional amounts of the Company’s net foreign exchange cash flow hedges were $9.0$8.4 billion and $6.9$7.4 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 $142$244 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:
Quarter EndedSix Months EndedQuarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Gain (loss) recognized in Other Comprehensive IncomeGain (loss) recognized in Other Comprehensive Income$42 $92 $121 $(59)Gain (loss) recognized in Other Comprehensive Income$15 $42 $(487)$121 
Gain (loss) reclassified from AOCI into the Statements of Operations(1)
Gain (loss) reclassified from AOCI into the Statements of Operations(1)
13    (4)   26    40    
Gain (loss) reclassified from AOCI into the Statements of Operations(1)
116    13    338    26    
(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 April 2, 20221, 2023 and October 2, 2021,1, 2022, the total notional amounts of the Company’s designated cross currency swaps were Canadian $1.3 billion ($1.0 billion) and Canadian $1.3 billion ($1.00.9 billion), respectively.
The following amounts are includedrelated gains or losses recognized in “Interest expense, net” inearnings were not material for the Condensed Consolidated Statements of Income:
Quarter EndedSix Months Ended
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Gain (loss) on:
Cross currency swaps$11 $14 $12 $56 
Borrowings hedged with cross currency swaps(11)(14)(12)(56)
quarters and six-month periods ended April 1, 2023 and April 2, 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 April 2, 20221, 2023 and October 2, 20211, 2022 were $4.9$4.3 billion and $3.5$3.8 billion, respectively. The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income:
 Costs and ExpensesInterest expense, netIncome Tax Expense
Quarter Ended:April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Net gains (losses) on foreign currency denominated assets and liabilities$(82)$(97)$(13)$(14)$37 $25 
Net gains (losses) on foreign exchange risk management contracts not designated as hedges37   91   10   12   (35)  (20)  
Net gains (losses)$(45)$(6)$(3)$(2)$2 $
Six Months Ended:
Net gains (losses) on foreign currency denominated assets and liabilities$(145)$61 $(12)$(55)$45 $(34)
Net gains (losses) on foreign exchange risk management contracts not designated as hedges70 (96)10 55 (43)30 
Net gains (losses)$(75)$(35)$(2)$— $2 $(4)
27

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

 Costs and ExpensesInterest expense, netIncome Tax Expense
Quarter Ended:April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Net gains (losses) on foreign currency denominated assets and liabilities$15 $(82)$(2)$(13)$(21)$37 
Net gains (losses) on foreign exchange risk management contracts not designated as hedges(47)  37   1   10   17   (35)  
Net gains (losses)$(32)$(45)$(1)$(3)$(4)$
Six Months Ended:
Net gains (losses) on foreign currency denominated assets and liabilities$160 $(145)$(20)$(12)$(109)$45 
Net gains (losses) on foreign exchange risk management contracts not designated as hedges(260)70 19 10 87 (43)
Net gains (losses)$(100)$(75)$(1)$(2)$(22)$
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 April 2, 20221, 2023 and October 2, 20211, 2022 and related gains or losses recognized in earnings for the quarterquarters and six monthssix-month periods ended April 1, 2023 and April 2, 2022 and April 3, 2021 were not material.
27

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

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 both April 2, 20221, 2023 and October 2, 20211, 2022 were $0.4 billion. The related gains or losses recognized in earnings were not material for the quarters and six-month periods ended April 2, 20221, 2023 and April 3, 2021.2, 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 $991 million and $244 million on$1.5 billion at both April 2, 20221, 2023 and October 2, 2021, respectively.1, 2022.
16.Restructuring and Impairment Charges
For both theThe quarter ended April 1, 2023 included charges of $152 million primarily for severance costs. The six months ended April 1, 2023 included charges of $221 million primarily for severance costs and costs related to exiting our businesses in Russia. The quarter and six months ended April 2, 2022 the Company recordedincluded charges of $0.2 billion$195 million due to the impairment of an intangible asset related to the Disney Channel in Russia. For the quarter and six months ended April 3, 2021, the Company recorded charges of $0.4 billion and $0.5 billion, respectively, primarily due to the planned closure of an animation studio and a substantial number of our Disney-branded retail stores as well as severance costs at our parks and resorts and other businesses. These charges are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income.
17.New Accounting Pronouncements
Accounting Pronouncements Adopted in Fiscal 2022
Simplifying the Accounting for Income Taxes
In December 2019, the Financial Accounting Standards Board (FASB) issued guidance which simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. The Company adopted the new guidance in the first quarter of fiscal 2022. The adoption did not have a material impact on our financial statements.
Facilitation of the Effects of Reference Rate Reform
In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying current GAAP to contracts, hedging relationships, and other transactions affected by the transition from the use of LIBOR to an alternative reference rate. The guidance is applicable to contracts entered into before January 1, 2023. The Company adopted the new guidance in the first quarter of fiscal 2022. The adoption did not have a material impact on our financial statements.
Accounting Pronouncements Not Yet Adopted
Disclosures by Business Entities about Government Assistance
In November 2021, the FASB issued guidance requiring annual disclosures about transactions with a government that are accounted for by analogizing to a grant or contribution accounting model. The new guidance requires the disclosure ofmodel, including: the nature of the transactions, the accounting for the transactions, and the effect of the transactions on the financial statements. The guidance is effective for annual periods beginning with the Company’s 2023 fiscal year (with early adoption permitted).year. While
28

THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)

the guidance will not have an effect on the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets upon adoption in the fourth quarter of fiscal 2023, the Company is currently assessingmay need to provide disclosures related to content production incentives, which are the impacts this guidance will have on its financial statement disclosures.most significant type of government assistance we receive.


2928


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
This Quarterly Report
SIGNIFICANT DEVELOPMENTS
Leadership Change and Restructuring
On November 20, 2022, Robert A. Iger returned to the Company as Chief Executive Officer (“CEO”) and Director. Mr. Iger previously spent more than four decades at the Company, including 15 years as CEO. Mr. Iger agreed to serve as CEO through the end of calendar 2024, with a mandate from the Company’s Board of Directors “to set the strategic direction for renewed growth and to work closely with the Board in developing a successor to lead the Company at the completion of his term.”
Mr. Iger formed a committee to advise him on Form 10-Q contains forward-looking statementsa new organizational structure and operational changes within the meaning of Section 27ACompany to address the Board’s goals. In February 2023, the Company announced that it will be reorganized into three business segments: Disney Entertainment, ESPN and Disney Parks, Experiences and Products. We anticipate reporting under the new structure by the end of the Securities Act of 1933, as amended,fiscal year, at which time we will have implemented changes to our financial processes to reflect the reorganization. The new organizational structure 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 performanceoperational changes have resulted in restructuring and impairment charges and may include statements concerning, among other things, financial results,result in additional charges.
The Company is also in the impactprocess of COVID-19reviewing content, primarily on our businesses and operations, results of operations and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements reflect our current viewsDTC services, for alignment 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, includingthose described in “Risk Factors”a strategic change in our 2021 Annual Report on Form 10-K, that may causeapproach to content curation and, as a result, will remove certain content from our actual results, performance or achievementsplatforms. We currently expect to take an impairment charge of approximately $1.5 billion to $1.8 billion, which will largely be materially different from expectations or results projected or implied by forward-looking statements.
A forward-looking statement is neither a prediction nor a guaranteerecognized in the third quarter of future events or circumstances. You shouldfiscal 2023 as we complete the review and remove the content. The Company does not place undue reliance on the forward-looking statements. Unless required by federal securities laws, we assume no obligation to updateexpect 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.material cash expenditures in connection with this content impairment charge.
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
Significant Developments
Current Quarter Results Compared to Prior-Year Quarter
Current Six-Month Period Results Compared to Prior-Year Six-Month Period
Seasonality
Business Segment Results
Corporate and Unallocated Shared Expenses
Financial Condition
Supplemental Guarantor Financial Information
Commitments and Contingencies
Other Matters
Market Risk
3029

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
CONSOLIDATED RESULTS
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions, except per share data)(in millions, except per share data)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
(in millions, except per share data)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Revenues:Revenues:Revenues:
ServicesServices$17,212 $14,522 19  %$36,754 $29,393 25  %Services$19,586 $17,212 14  %$40,583 $36,754 10  %
ProductsProducts2,037 1,091 87  %4,314 2,469 75  %Products2,229 2,037 9  %4,744 4,314 10  %
Total revenuesTotal revenues19,249 15,613 23  %41,068 31,862 29  %Total revenues21,815 19,249 13  %45,327 41,068 10  %
Costs and expenses:Costs and expenses:Costs and expenses:
Cost of services (exclusive of depreciation and amortization)Cost of services (exclusive of depreciation and amortization)(11,330)(8,932)(27) %(24,491)(19,670)(25) %Cost of services (exclusive of depreciation and amortization)(13,160)(11,330)(16) %(27,941)(24,491)(14) %
Cost of products (exclusive of depreciation and amortization)Cost of products (exclusive of depreciation and amortization)(1,264)(850)(49) %(2,670)(1,887)(41) %Cost of products (exclusive of depreciation and amortization)(1,456)(1,264)(15) %(3,061)(2,670)(15) %
Selling, general, administrative and otherSelling, general, administrative and other(3,768)(3,113)(21) %(7,555)(6,030)(25) %Selling, general, administrative and other(3,614)(3,768)4  %(7,441)(7,555)2  %
Depreciation and amortizationDepreciation and amortization(1,287)(1,272)(1) %(2,556)(2,570)1  %Depreciation and amortization(1,310)(1,287)(2) %(2,616)(2,556)(2) %
Total costs and expensesTotal costs and expenses(17,649)(14,167)(25) %(37,272)(30,157)(24) %Total costs and expenses(19,540)(17,649)(11) %(41,059)(37,272)(10) %
Restructuring and impairment chargesRestructuring and impairment charges(195)(414)53  %(195)(527)63  %Restructuring and impairment charges(152)(195)22  %(221)(195)(13) %
Other income (expense), netOther income (expense), net(158)305 nm(594)305 nmOther income (expense), net149 (158)nm107 (594)nm
Interest expense, netInterest expense, net(355)(320)(11) %(666)(644)(3) %Interest expense, net(322)(355)9  %(622)(666)7  %
Equity in the income of investeesEquity in the income of investees210 213 (1) %449    437    3  %Equity in the income of investees173 210 (18) %364    449    (19) %
Income from continuing operations before income taxesIncome from continuing operations before income taxes1,102 1,230 (10) %2,790 1,276 >100  %Income from continuing operations before income taxes2,123 1,102 93  %3,896 2,790 40  %
Income taxes on continuing operationsIncome taxes on continuing operations(505)(108)>(100) %(993)(124)>(100) %Income taxes on continuing operations(635)(505)(26)  %(1,047)(993)(5) %
Net income from continuing operationsNet income from continuing operations597    1,122    (47) %1,797 1,152 56  %Net income from continuing operations1,488    597    >100  %2,849 1,797 59  %
Loss from discontinued operations, net of income tax benefit of $0, $3, $14 and $7, respectively (11)— %(48)(23)>(100) %
Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectivelyLoss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively — nm (48)— %
Net incomeNet income597 1,111 (46) %1,749 1,129 55  %Net income1,488 597 >100  %2,849 1,749 63  %
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests(127)(210)40  %(175)(211)17  %Net income from continuing operations attributable to noncontrolling interests(217)(127)(71) %(299)(175)(71) %
Net income attributable to DisneyNet income attributable to Disney$470 $901 (48) %$1,574 $918 71  %Net income attributable to Disney$1,271 $470 >100  %$2,550 $1,574 62  %
Diluted earnings per share from continuing operations attributable to DisneyDiluted earnings per share from continuing operations attributable to Disney$0.26 $0.50 (48) %$0.89 $0.52 71  %Diluted earnings per share from continuing operations attributable to Disney$0.69 $0.26 >100  %$1.39 $0.89 56  %

SIGNIFICANT DEVELOPMENTSCURRENT QUARTER RESULTS COMPARED TO PRIOR-YEAR QUARTER
COVID-19 PandemicRevenues for the quarter increased 13%, or $2.6 billion, to $21.8 billion; net income attributable to Disney increased to $1.3 billion from $0.5 billion; and diluted earnings per share from continuing operations attributable to Disney (EPS) increased to $0.69 from $0.26 in the prior-year quarter. The EPS increase resulted from the comparison to a revenue reduction for the Content License Early Termination in the prior-year quarter, growth in operating income at DPEP, and an investment gain in the current quarter compared to an investment loss in the prior-year quarter. These increases were partially offset by a decrease in operating income at DMED.
Since early 2020,Revenues
Service revenues for the world has been, and continuesquarter increased 14%, or $2.4 billion, to be, impacted by COVID-19 and its variants. COVID-19 and measures$19.6 billion resulting from the comparison to prevent its spread have impacted our segmentsthe revenue reduction for the Content License Early Termination in a number of ways, most significantlythe prior-year quarter, growth at the DPEP segment where our theme parks and resorts, were closedhigher DTC subscription revenue and cruise ship sailings and guided tours were suspended. These operations resumedan increase in theatrical distribution revenue. The increase at various points since May 2020, initially at reduced operating capacities as a result of COVID-19 restrictions. In fiscal 2020 and 2021, we delayed, or in some cases, shortened or canceled, theatrical releases. In addition, we experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021.
The most significant impact on operating income since the onset of COVID-19 has been at the DPEP segment due to revenue lost. In fiscal 2022, our domestictheme parks and resorts are generally operating without significant COVID-19-related capacity restrictions, such as those thatwas due to higher volumes and guest spending growth. The increase in DTC subscription revenue was due to subscriber growth and higher rates. These increases were in place duringpartially offset by lower advertising revenue and, to a lesser extent, lower TV/SVOD distribution and affiliate revenue. Service revenues reflected an approximate 2 percentage point decrease due to an unfavorable movement of the prior year. CertainU.S. dollar against major currencies including the impact of our internationalhedging program (Foreign Exchange Impact).
Product revenues for the quarter increased 9%, or $0.2 billion, to $2.2 billion due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts, partially offset by lower home entertainment sales volumes. Product revenues reflected an approximate 2 percentage point decrease due to an unfavorable Foreign Exchange Impact.
30

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Costs and expenses
Cost of services for the quarter increased 16%, or $1.8 billion, to $13.2 billion due to higher programming and production costs and, to a lesser extent, increased volumes at our theme parks and resorts and cruise ship operations continuehigher technical support costs at Direct-to-Consumer. The increase in programming and production costs was due to be impactedhigher costs at Direct-to-Consumer, increased sports programming costs at Linear Networks and increased production cost amortization resulting from higher theatrical revenue. Costs of services reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.
Cost of products for the quarter increased 15%, or $0.2 billion, to $1.5 billion due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts, partially offset by COVID-19-related closuresa decrease in home entertainment sales volumes. Costs of products reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.
Selling, general, administrative and capacityother costs decreased 4% to $3.6 billion reflecting an approximate 3 percentage point decrease due to a favorable Foreign Exchange Impact.
Depreciation and travel restrictions. Atamortization increased 2% to $1.3 billion due to higher depreciation at our domestic theme parks and resorts.
Restructuring and impairment charges
In the DMED segment, our filmcurrent quarter, the Company recorded charges of $152 million primarily for severance.
In the prior-year quarter, the Company recorded charges of $195 million due to the impairment of an intangible asset related to the Disney Channel in Russia.
Other income (expense), net
In the current quarter, the Company recorded a DraftKings gain of $149 million. In the prior-year quarter, the Company recorded a DraftKings loss of $158 million.
Interest expense, net
Interest expense, net is as follows:
Quarter Ended
(in millions)April 1,
2023
April 2,
2022
% Change
Better (Worse)
Interest expense$(504)$(374)(35) %
Interest income, investment income and other182    19    >100  %
Interest expense, net$(322)$(355)9  %
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 television productions have generally resumed, although we have seen disruptionsother resulted from a favorable comparison of production activities dependingpension and postretirement benefit costs, other than service cost, higher interest income on local circumstances. We have generally been able to release our films theatricallycash balances, and investment gains in the first halfcurrent quarter compared to investment losses in the prior-year quarter.
Equity in the Income of fiscal 2022, althoughInvestees
Income from equity investees decreased $37 million, to $173 million from $210 million, primarily due to lower income from A+E Television Networks.
Effective Income Tax Rate
Quarter Ended
April 1,
2023
April 2,
2022
Income from continuing operations before income taxes$2,123    $1,102     
Income tax on continuing operations635    505     
Effective income tax rate - continuing operations29.9%45.8%
The decrease in the effective income tax rate was driven by the comparison to an unfavorable impact in the prior-year quarter from new tax regulations that limit our ability to utilize certain markets continue to impose restrictions on theater openings and capacity.
We have incurred, and will continue to incur, costs to address government regulations and the safety of our employees, guests and talent, of which certain costs are capitalized and will be amortized over future periods.foreign tax credits.
31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The impact of the disruptions on our businesses and costs to address government regulations and the safety of our employees, guests and talent (and the extent of their adverse impact on our financial and operational results) will depend on the length of time that such disruptions continue. This will, in turn, depend on the duration and severity of the impacts of COVID-19 and its variants, and among other things, the impact and duration of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.
CURRENT QUARTER RESULTS COMPARED TO PRIOR-YEAR QUARTER
Revenues for the quarter increased 23%, or $3.6 billion, to $19.2 billion; net income attributable to Disney decreased to $0.5 billion from $0.9 billion; and diluted earnings per share from continuing operations attributable to Disney (EPS) was $0.26 compared to $0.50 in the prior-year quarter. The EPS decrease for the quarter was due to the reduction in revenue for the Content License Early Termination, a higher effective income tax rate and investment losses in the current quarter compared to investment gains in the prior-year quarter. These decreases were partially offset by higher segment operating results due to growth at DPEP, partially offset by lower operating results at DMED.
Revenues
Service revenues for the quarter increased 19%, or $2.7 billion, to $17.2 billion due to increased revenues at our theme parks and resorts, higher DTC subscription revenue and advertising revenue growth. The increase at theme parks and resorts was due to higher volumes, which reflected the impact of operating with capacity restrictions in the prior-year quarter as a result of COVID-19, and higher average per capita ticket revenue. The increase in subscription revenue was due to subscriber growth at Disney+, Hulu and ESPN+ and higher average rates at Disney+ and Hulu. These increases were partially offset by the reduction in revenue for the Content License Early Termination, and, to a lesser extent, lower sales of episodic television and film content.
Product revenues for the quarter increased 87%, or $0.9 billion, to $2.0 billion due to higher merchandise, food and beverage sales at our theme parks and resorts.
Costs and expenses
Cost of services for the quarter increased 27%, or $2.4 billion, to $11.3 billion due to higher programming and production costs, increased volumes at our theme parks and resorts and, to a lesser extent, higher technical support costs at Direct-to-Consumer. The increase in programming and production costs was due to higher costs at Disney+ primarily due to more content provided on the service, increased sports programming costs and higher subscriber-based fees at Hulu, partially offset by a decrease in production cost amortization due to lower TV/SVOD sales.
Cost of products for the quarter increased 49%, or $0.4 billion, to $1.3 billion due to higher merchandise, food and beverage sales at our theme parks and resorts.
Selling, general, administrative and other costs increased 21%, or $0.7 billion, to $3.8 billion due to higher marketing costs at our direct-to-consumer and parks and experiences businesses.
Restructuring and impairment charges
In March 2022, in response to events in Russia and Ukraine, the Company announced a pause of its operations in Russia, which include theatrical distribution and other licensing businesses and the distribution of the Disney Channel in Russia. These business generate approximately two percent of the Company’s operating income. In the current quarter, the Company recorded charges of $195 million due to the impairment of an intangible asset related to the Disney Channel in Russia. We may incur additional charges to exit these businesses, which are not anticipated to be material.
In the prior-year quarter, the Company recorded charges of $414 million due to asset impairments and severance costs related to the planned closure of an animation studio and a substantial number of our Disney-branded retail stores as well as severance costs at our parks and resorts businesses.
Other income (expense), net
Other expense in the current quarter reflects the DraftKings loss of $158 million. Other income in the prior-year quarter reflects the DraftKings gain of $305 million.
32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Interest expense, net
Interest expense, net is as follows:
Quarter Ended
(in millions)April 2,
2022
April 3,
2021
% Change
Better (Worse)
Interest expense$(374)$(415)10  %
Interest income, investment income and other19    95    (80) %
Interest expense, net$(355)$(320)(11) %
The decrease in interest expense was due to lower average debt balances and higher capitalized interest.
The decrease in interest income, investment income and other was due to investment losses in the current quarter compared to investment gains in the prior-year quarter. This decrease was partially offset by a favorable comparison of pension and postretirement benefit costs, other than service cost, which was a benefit in the current quarter and an expense in the prior-year quarter.
Effective Income Tax Rate
Quarter Ended
April 2,
2022
April 3,
2021
Income from continuing operations before income taxes$1,102 $1,230
Income tax on continuing operations505 108
Effective income tax rate - continuing operations45.8%8.8%
The effective income tax rate in the current quarter was higher than the U.S. statutory rate primarily due to higher effective tax rates on foreign earnings, including the impact of tax regulations issued in the current quarter that limit our ability to utilize certain foreign tax credits. The effective income tax rate in the prior-year quarter was lower than the U.S. statutory rate due to the favorable resolution of various tax matters and excess tax benefits on employee share-based awards, partially offset by higher effective tax rates on foreign earnings. Higher effective tax rates on foreign earnings in both the current and prior-year quarters reflected the impact of foreign losses and foreign tax credits for which we are unable to recognize a tax benefit.
Noncontrolling Interests
Quarter EndedQuarter Ended
(in millions)(in millions)April 2,
2022
April 3,
2021
% Change
Better (Worse) 
(in millions)April 1,
2023
April 2,
2022
% Change
Better (Worse) 
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests$(127)$(210)40  %Net income from continuing operations attributable to noncontrolling interests$(217)$(127)(71) %
The decreaseincrease in net income from continuing operations attributable to noncontrolling interests was driven by higherdue to improved results at Shanghai Disney Resort and lower losses at Hong Kong Disneyland Resort and at our DTC sports business.business, partially offset by lower results at ESPN.
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 April 1, 2023 were impacted by the following:
TFCF and Hulu acquisition amortization of $558 million
Restructuring and impairment charges of $152 million
Other income of $149 million due to the DraftKings gain
Results for the quarter ended April 2, 2022 were impacted by the following:
A $1.0 billion reduction in revenue for the Content LicenseLicence Early Termination
TFCF and Hulu acquisition amortization of $594 million
Impairment charges of $195 million
Other expense of $158 million due to the DraftKings loss
Results for the quarter ended April 3, 2021 were impacted by the following:
TFCF and Hulu acquisition amortization of $605 million
Restructuring and impairment charges of $414 million
Other income of $305 million due to the DraftKings gain
33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
A summary of the impact of these items on EPS is as follows:
(in millions, except per share data)(in millions, except per share data)Pre-Tax Income (Loss)
Tax Benefit (Expense)(1)
After-Tax Income (Loss)
EPS Favorable (Adverse)(2)
(in millions, except per share data)Pre-Tax Income (Loss)
Tax Benefit (Expense)(1)
After-Tax Income (Loss)
EPS Favorable (Adverse)(2)
Quarter Ended April 1, 2023:Quarter Ended April 1, 2023:
TFCF and Hulu acquisition amortizationTFCF and Hulu acquisition amortization$(558)   $130  $(428)$(0.23)   
Restructuring and impairment chargesRestructuring and impairment charges(152)   35    (117)(0.06)
Other income (expense), netOther income (expense), net149    (35)   114 0.06 
TotalTotal$(561)$130  $(431)$(0.23)
Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:Quarter Ended April 2, 2022:
Content License Early TerminationContent License Early Termination$(1,023)$238  $(785)$(0.43)   Content License Early Termination$(1,023)$238  $(785)$(0.43)   
TFCF and Hulu acquisition amortizationTFCF and Hulu acquisition amortization(594)138  (456)(0.24)   TFCF and Hulu acquisition amortization(594)138    (456)(0.24)
Restructuring and impairment chargesRestructuring and impairment charges(195)45    (150)(0.08)Restructuring and impairment charges(195)45    (150)(0.08)
DraftKings Loss(158)37    (121)   (0.07)
Other income (expense), netOther income (expense), net(158)37    (121)   (0.07)
Total$(1,970)$458  $(1,512)$(0.82)
Quarter Ended April 3, 2021:
TFCF and Hulu acquisition amortization$(605)$141  $(464)$(0.24)   
Restructuring and impairment charges(414)97    (317)   (0.17)
DraftKings Gain305 (71) 234    0.13 
TotalTotal$(714)$167  $(547)$(0.28)Total$(1,970)$458  $(1,512)$(0.82)
(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.
CURRENT SIX-MONTH PERIOD RESULTS COMPARED TO PRIOR-YEAR SIX-MONTH PERIOD
Revenues for the current period increased $9.2$4.3 billion, to $41.1$45.3 billion; net income attributable to Disney increased $0.7$1.0 billion, to $1.6$2.6 billion; and EPS wasincreased to $1.39 from $0.89 compared to $0.52 in the prior-year period. The EPS increase was dueresulted from the comparison to higher segment operating results reflecting growth at DPEP, partially offset by lower operating results at DMED. The increase in segment operating results was partially offset by thea revenue reduction in revenue for the Content License Early Termination a higher effectivein the prior-year period, growth in operating income tax rateat DPEP, and an investment lossesgain in the current period compared to an investment gainsloss in the prior-year period. These increases were partially offset by a decrease in operating income at DMED.
32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Revenues
Service revenues for the current period increased 25%10%, or $7.4$3.8 billion, to $36.8$40.6 billion, due to increased revenues at our theme parks and resorts, higher DTC subscription revenue, theatrical distribution revenue growth and the comparison to the revenue reduction for the Content License Early Termination in the prior-year period. These increases were partially offset by lower advertising revenue and TV/SVOD distribution and, to a lesser extent, higher theatrical distribution and advertisingaffiliate revenue. The increase at theme parks and resorts was due to higher volumes which reflected the impact of operating with capacity restrictions in the prior-year period as a result of COVID-19, and higher average per capita ticket revenue.guest spending growth. The increase in DTC subscription revenue was due to subscriber growth at Disney+, Hulu and ESPN+ and higher average rates at Disney+, Hulu and,rates. Service revenues reflected an approximate 2 percentage point decrease due to a lesser extent, ESPN+. These increases were partially offset by the reduction in revenue for the Content License Early Termination.an unfavorable Foreign Exchange Impact.
Product revenues for the current period increased 75%10%, or $1.8$0.4 billion, to $4.3$4.7 billion, due to higher sales volumes of merchandise, food and beverage sales at our theme parks and resorts.resorts, partially offset by lower home entertainment sales volumes. Product revenues reflected an approximate 2 percentage point decrease due to an unfavorable Foreign Exchange Impact.
Costs and expenses
Cost of services for the current period increased 25%14%, or $4.8$3.5 billion, to $24.5$27.9 billion, due to higher programming and production costs and, to a lesser extent, increased volumes at our theme parks and resorts and to a lesser extent, higher technical support expensescosts at Direct-to-Consumer. The increase in programming and production costs was due to higher costs at Disney+ primarily due to more content provided on the service,Direct-to-Consumer and increased sports programming costs, higher subscriber-based fees at Hulu and, to a lesser extent, higher production cost amortization resulting from higher theatrical revenue. Costs of services reflected an approximate 1 percentage point decrease due to theatrical revenue growth.a favorable Foreign Exchange Impact.
Cost of products for the current period increased 41%15%, or $0.8$0.4 billion, to $2.7$3.1 billion, due to higher sales volumes of merchandise, food and beverage sales at our theme parks and resorts.resorts, partially offset by a decrease in home entertainment volumes. Costs of products reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.
Selling, general, administrative and other costs for the current period increased 25%decreased 2%, or $1.5$0.1 billion, to $7.6$7.4 billion reflecting an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.
Depreciation and amortization increased 2% to 2.6 billion due to higher marketing costsdepreciation at our direct-to-consumer, theatrical distribution and, to a lesser extent,domestic theme parks and experiences businesses.resorts.
Restructuring and impairment charges
In the current period, the Company recorded charges of $221 million primarily for severance and costs related to exiting our businesses in Russia. In the prior-year period, the Company recorded charges of $195 million due to the impairment of an intangible asset related to the Disney Channel in Russia.
Other income (expense), net
Other income in the current period includes a DraftKings gain of $79 million and a $28 million gain on the sale of a business. Other expense in the prior-year period included a DraftKings loss of $590 million.
Interest expense, net
Interest expense, net is as follows:
Six Months Ended
(in millions)April 1,
2023
April 2,
2022
% Change
Better (Worse)
Interest expense$(969)$(735)(32) %
Interest income, investment income and other347    69    >100  %
Interest expense, net$(622)$(666)7  %
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 resulted from a favorable comparison of pension and postretirement benefit costs, other than service cost and higher interest income on cash balances.
Equity in the Income of Investees
Income from equity investees decreased $85 million, to $364 million from $449 million, due to lower income from A+E Television Networks.
3433

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
In the prior-year period, the Company recorded charges of $527 million due to asset impairments and severance costs primarily related to the planned closure of an animation studio and a substantial number of our Disney-branded retail stores as well as severance costs at our other businesses.Effective Income Tax Rate
Other income (expense), net
Six Months Ended
April 1,
2023
April 2,
2022
Income from continuing operations before income taxes$3,896    $2,790     
Income tax on continuing operations1,047    993     
Effective income tax rate - continuing operations26.9%35.6%
Other expenseThe decrease in the current period reflectseffective income tax rate was driven by the DraftKings loss of $590 million. Other incomecomparison to unfavorable items in the prior-year period reflects the fuboTV gain of $186 millionfor adjustments related to prior years and DraftKings gain of $119 million.
Interest expense, net
Interest expense, net is as follows:
Six Months Ended
(in millions)April 2,
2022
April 3,
2021
% Change
Better (Worse)
Interest expense$(735)$(819)10  %
Interest income, investment income and other69    175    (61) %
Interest expense, net$(666)$(644)(3) %
The decrease in interest expense was due to lower average debt balances and higher capitalized interest.
The decrease in interest income, investment income and other was due to investment losses in the current period compared to investment gains in the prior-year period. This decrease was partially offset by a favorable comparison of pension and postretirement benefits costs, other than service cost, which was a benefit in the current period and expense in the prior-year period.
Effective Income Tax Rate
Six Months Ended
April 2,
2022
April 3,
2021
Income from continuing operations before income taxes$2,790  $1,276   
Income tax on continuing operations993 124   
Effective income tax rate - continuing operations35.6 9.7 
The effective incomefor new tax rate in the current period was higher than the U.S. statutory rate primarily due to higher effective tax rates on foreign earnings, including the impact of tax regulations issued in the current quarter that limit our ability to utilize certain foreign tax credits,credits. These impacts were partially offset by the tax effect of employee share-based awards, which had an unfavorable impact in the current period and unfavorable adjustments related to prior years. The effective income tax ratea favorable impact in the prior-year period was lower than the U.S. statutory rate due to the favorable adjustments related to years prior to fiscal 2021 and excess tax benefits on employee share-based awards, partially offset by higher effective tax rates on foreign earnings. Higher effective tax rates on foreign earnings in both the current and prior-year periods reflected the impact of foreign losses and foreign tax credits for which we are unable to recognize a tax benefit.period.
Noncontrolling Interests
Six Months EndedSix Months Ended
(in millions)(in millions)April 2,
2022
April 3,
2021
% Change
Better (Worse) 
(in millions)April 1,
2023
April 2,
2022
% Change
Better (Worse) 
Net income from continuing operations attributable to noncontrolling interestsNet income from continuing operations attributable to noncontrolling interests$(175)$(211)17 %Net income from continuing operations attributable to noncontrolling interests$(299)$(175)(71) %
The decreaseincrease in net income from continuing operations attributable to noncontrolling interests for the current period was due to higherthe purchase of Major League Baseball’s 15% interest in BAMTech LLC, improved results at Shanghai Disney Resort and lower losses at Hong Kong Disneyland Resort and at our DTC sports business.business, partially offset by lower results at ESPN.
Certain Items Impacting Results in the YearSix-Month Period
Results for the six months ended April 1, 2023 were impacted by the following:
TFCF and Hulu acquisition amortization of $1,137 million
Restructuring and impairment charges of $221 million
Other income of $107 million due to the DraftKings gain of $79 million and a gain on the sale of a business of $28 million
Results for the six months ended April 2, 2022 were impacted by the following:
A $1.0 billion reduction in revenue for the Content License Early Termination
TFCF and Hulu acquisition amortization of $1,189 million
Impairment charges of $195 million
Other expense of $594 million due to the DraftKings loss
3534

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Results for the six months ended April 3, 2021 were impacted by the following:
TFCF and Hulu acquisition amortization of $1,222 million
Restructuring and impairment charges of $527 million
Other income of $305 million due to the fuboTV gain of $186 million and DraftKings gain of $119 million
A summary of the impact of these items on EPS is as follows:
(in millions, except per share data)(in millions, except per share data)Pre-Tax Income (Loss)
Tax Benefit
(Expense)(1)
After-Tax Income (Loss)
EPS Favorable
(Adverse)(2)
(in millions, except per share data)Pre-Tax Income (Loss)
Tax Benefit
(Expense)(1)
After-Tax Income (Loss)
EPS Favorable
(Adverse)(2)
Six Months Ended April 2, 2022:
Content License Early Termination$(1,023)$238    $(785)   $(0.43)
TFCF and Hulu acquisition amortization(1,189)277    (912)   (0.49)
Other income (expense), net(594)138  (456) (0.25)
Restructuring and impairment charges(195)45  (150)   (0.08)
Total$(3,001)$698  $(2,303)$(1.25)   
Six Months Ended April 3, 2021:
Six Months Ended April 1, 2023:Six Months Ended April 1, 2023:
TFCF and Hulu acquisition amortizationTFCF and Hulu acquisition amortization$(1,222)$285    $(937)   $(0.50)TFCF and Hulu acquisition amortization$(1,137)  $264    $(873)   $(0.47)
Restructuring and impairment chargesRestructuring and impairment charges(527)124    (403)   (0.22)Restructuring and impairment charges(221)  43    (178)   (0.10)
Other income (expense), netOther income (expense), net305 (71) 234    0.13 Other income (expense), net107   (18) 89  0.05 
TotalTotal$(1,444)$338  $(1,106)$(0.59)   Total$(1,251)  $289  $(962)$(0.52)   
Six Months Ended April 2, 2022:Six Months Ended April 2, 2022:
TFCF and Hulu acquisition amortizationTFCF and Hulu acquisition amortization$(1,189)  $277    $(912)   $(0.49)
Content License Early TerminationContent License Early Termination(1,023)  238 (785)(0.43)
Other income (expense), netOther income (expense), net(594)  138  (456)   (0.25)
Restructuring and impairment chargesRestructuring and impairment charges(195)  45    (150)   (0.08)
TotalTotal$(3,001)  $698  $(2,303) $(1.25)   
(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 six months ended April 2, 20221, 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.
DMED 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, timing of and demand for film and television programs, and the availability of and demand for sports programming. In general, domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months. In addition, advertising revenues generated from sports programming are impacted by the timing of sports seasons and events, which varies throughout the year or may take place periodically (e.g. biannually, quadrennially). Affiliate revenues 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.
DPEP 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. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods. 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 and in the fourth quarter due to back-to-school. In addition, licensing revenues fluctuate with the timing and performance of our film and television content.
35

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
BUSINESS SEGMENT RESULTS
Below is a discussionThe Company evaluates the performance of the major revenue and expense categories for our business segments. Costs and expenses for each segment consist ofits operating expenses, selling, general, administrative and other costs, and depreciation and amortization. Selling, general, administrative and other costs include third-party and internal marketing expenses.
Our DMED segment primarily generates revenue across three significant lines of business/distribution platforms: Linear Networks, Direct-to-Consumer and Content Sales/Licensing. Programming and production costs are generally allocated across these businesses based on the estimated relative valuesegment revenue and segment operating income.
The following table presents revenues from our operating segments and other components of the distribution windows. Programmingrevenues:
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Disney Media and Entertainment Distribution$14,039 $13,620 3  %$28,815 $28,205 2  %
Disney Parks, Experiences and Products7,776 6,652 17  %16,512 13,886 19  %
Content License Early Termination (1,023)100  % (1,023)100  %
Revenues$21,815 $19,249 13  %$45,327 $41,068 10  %
The following table presents income from our operating segments and production costs to support these businesses/distribution platforms are largely incurred across three content creation groups: Studios, General Entertainment and Sports. Programming and production costs include amortizationother components of acquired licensed programming rightsincome from continuing operations before income taxes:
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Disney Media and Entertainment Distribution operating income$1,119 $1,944 (42) %$1,109 $2,752 (60) %
Disney Parks, Experiences and Products operating income2,166 1,755 23  %5,219 4,205 24  %
Content License Early Termination (1,023)100  % (1,023)100  %
Corporate and unallocated shared expenses(279)(272)(3) %(559)(500)(12) %
Restructuring and impairment charges(152)(195)22  %(221)(195)(13) %
Other expense, net149 (158)nm107 (594)nm
Interest expense, net(322)(355)9  %(622)(666)7  %
TFCF and Hulu acquisition amortization(558)  (594)  6  %(1,137)  (1,189)  4  %
Income from continuing operations before income taxes$2,123 $1,102 93  %$3,896 $2,790 40  %
36

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
(including sports rights), amortization of capitalized production costs (including participations and residuals) and production costs related to live programming such as news and sports. Costs for initial marketing campaigns are generally recognized in the distribution platform of initial exploitation.
The Linear Networks business generates revenue from affiliate fees and advertising sales and from fees from sub-licensing of sports programming to third parties. Operating expenses include programming and production costs, technical support costs, operating labor and distribution costs.
The Direct-to-Consumer business generates revenue from subscription fees, advertising sales and pay-per-view and Premier Access fees. Operating expenses include programming and production costs, technology support costs, operating labor and distribution costs. Operating expenses also includes fees paid to Linear Networks for the right to air the linear network feeds and other services.
The Content Sales/Licensing business generates revenue from the sale of film and episodic television content in the TV/SVOD and home entertainment markets, distribution of films in the theatrical market, licensing of our music rights, sales of tickets to stage play performances and licensing of our IP for use in stage plays. Operating expenses include programming and production costs, distribution expenses and costs of sales.
Our DPEP segment primarily generates revenue from the sale of admissions to theme parks, the sale of food, beverage and merchandise at our theme parks and resorts, charges for room nights at hotels, sales of cruise vacations, sales and rentals of vacation club properties, royalties from licensing our IP for use on consumer goods and the sale of branded merchandise. Revenues are also generated from sponsorships and co-branding opportunities, real estate rent and sales, and royalties from Tokyo Disney Resort. Significant expenses include operating labor, costs of goods sold, infrastructure costs, depreciation and other operating expenses. Infrastructure costs include information systems expense, repairs and maintenance, utilities and fuel, property taxes, retail occupancy costs, insurance and transportation. Other operating expenses include costs for such items as supplies, commissions and entertainment offerings.
The Company evaluates the performance of its operating segments based on segment operating income, and management uses total segment operating income as a measure of the overall performance of the operating businesses separate from non-operating factors. Total segment operating income is not a financial measure defined by GAAP, should be reviewed in conjunction with the relevant GAAP financial measure and may not be comparable to similarly titled measures reported by other companies. The Company believes that information about total segment operating income assists investors by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from factors other than business operations that affect net income, thus providing separate insight into both operations and other factors that affect reported results.
The following table reconciles total revenues to segment revenues:
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Total revenues$19,249 $15,613 23  %$41,068 $31,862 29  %
Content License Early Termination1,023 — nm1,023 — nm
Segment revenues$20,272 $15,613 30  %$42,091 $31,862 32  %

37

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The following table reconciles income from continuing operations before income taxes to total segment operating income:
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Income from continuing operations before income taxes$1,102 $1,230 (10) %$2,790 $1,276 >100  %
Add (subtract):
Content License Early Termination1,023 — nm1,023 — nm
Corporate and unallocated shared expenses272 201 (35) %500 433 (15) %
Restructuring and impairment charges195 414 53  %195 527 63  %
Other expense, net158 (305)nm594 (305)nm
Interest expense, net355 320 (11) %666 644 (3) %
TFCF and Hulu acquisition amortization594   605   2  %1,189   1,222   3  %
Total segment operating income$3,699 $2,465 50  %$6,957 $3,797 83  %
The following is a summary of segment revenue and operating income (loss):
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Segment Revenues:
Disney Media and Entertainment Distribution$13,620 $12,440 9  %$28,205 $25,101 12  %
Disney Parks, Experiences and Products6,652 3,173 >100  %13,886 6,761 >100  %
$20,272 $15,613 30  %$42,091 $31,862 32  %
Segment operating income (loss):
Disney Media and Entertainment Distribution$1,944 $2,871   (32) %$2,752 $4,322   (36) %
Disney Parks, Experiences and Products1,755   (406)  nm4,205 (525)  nm
$3,699 $2,465   50  %$6,957 $3,797   83  %
Depreciation expense is as follows:
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Disney Media and Entertainment Distribution$169 $133 (27) %$322 $300 (7) %
Disney Parks, Experiences and Products
Domestic404   391   (3) %802   779   (3) %
International167 184 9  %335 360 7  %
Total Disney Parks, Experiences and Products571 575 1  %1,137 1,139 —  %
Corporate46 46 —  %94 92 (2) %
Total depreciation expense$786 $754 (4) %$1,553 $1,531 (1) %
38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
 Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Disney Media and Entertainment Distribution$169 $169 —  %$333 $322 (3) %
Disney Parks, Experiences and Products
Domestic455   404   (13) %907   802   (13) %
International169 167 (1) %333 335 1  %
Total Disney Parks, Experiences and Products624 571 (9) %1,240 1,137 (9) %
Corporate52 46 (13) %100 94 (6) %
Total depreciation expense$845 $786 (8) %$1,673 $1,553 (8) %
Amortization of intangible assets is as follows:
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Disney Media and Entertainment DistributionDisney Media and Entertainment Distribution$39$4411  %$79$9113  %Disney Media and Entertainment Distribution$30$3923  %$64$7919  %
Disney Parks, Experiences and ProductsDisney Parks, Experiences and Products2727—  %5454—  %Disney Parks, Experiences and Products2727—  %5454—  %
TFCF and Hulu4354473  %8708943  %
TFCF and Hulu intangible assetsTFCF and Hulu intangible assets4084356  %8258705  %
Total amortization of intangible assetsTotal amortization of intangible assets$501$5183  %$1,003$1,0393  %Total amortization of intangible assets$465$5017  %$943$1,0036  %
BUSINESS SEGMENT RESULTS - Current Quarter Results Compared to Prior-Year Quarter
Disney Media and Entertainment Distribution
Revenue and operating results for the DMED segment are as follows:
Quarter Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
% Change
Better
(Worse)
Revenues:Revenues:Revenues:
Linear NetworksLinear Networks$7,116   $6,746   5  %Linear Networks$6,625   $7,116   (7) %
Direct-to-ConsumerDirect-to-Consumer4,903 3,999 23  %Direct-to-Consumer5,514 4,903 12  %
Content Sales/Licensing and OtherContent Sales/Licensing and Other1,866 1,916 (3) %Content Sales/Licensing and Other2,197 1,866 18  %
Elimination of Intrasegment Revenue(1)
Elimination of Intrasegment Revenue(1)
(265)(221)(20) %
Elimination of Intrasegment Revenue(1)
(297)(265)(12) %
$13,620 $12,440 9  %$14,039 $13,620 3  %
Segment operating income (loss):Segment operating income (loss):Segment operating income (loss):
Linear NetworksLinear Networks$2,815 $2,849 (1) %Linear Networks$1,828 $2,815 (35) %
Direct-to-ConsumerDirect-to-Consumer(887) (290)>(100) %Direct-to-Consumer(659) (887)26  %
Content Sales/Licensing and OtherContent Sales/Licensing and Other16 312 (95) %Content Sales/Licensing and Other(50)16 nm
$1,944 $2,871 (32) %$1,119 $1,944 (42) %
(1) Reflects fees received by the Linear Networks from other DMED businesses for the right to air our Linear Networks and related services.
37

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)
Quarter Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
RevenuesRevenuesRevenues
Affiliate feesAffiliate fees$4,867 $4,815 1  %Affiliate fees$4,691 $4,867 (4) %
AdvertisingAdvertising2,083   1,815   15  %Advertising1,768   2,083   (15) %
OtherOther166 116 43  %Other166 166 —  %
Total revenuesTotal revenues7,116 6,746 5  %Total revenues6,625 7,116 (7) %
Operating expensesOperating expenses(3,584)(3,191)(12) %Operating expenses(3,999)(3,584)(12) %
Selling, general, administrative and otherSelling, general, administrative and other(902)(890)(1) %Selling, general, administrative and other(945)(902)(5) %
Depreciation and amortizationDepreciation and amortization(36)(36)—  %Depreciation and amortization(28)(36)22  %
Equity in the income of investeesEquity in the income of investees221 220 —  %Equity in the income of investees175 221 (21) %
Operating IncomeOperating Income$2,815 $2,849 (1) %Operating Income$1,828 $2,815 (35) %
Revenues
Affiliate revenue is as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Domestic Channels$4,044 $4,123 (2) %
International Channels647 744 (13) %
$4,691 $4,867   (4) %
The decrease in affiliate revenue at the Domestic Channels was due to a decrease of 6% from fewer subscribers, partially offset by an increase of 3% from higher contractual rates. Contractual rate growth was negatively impacted by the timing of revenue recognition from non-owned TV stations in the prior-year quarter.
The decrease in affiliate revenue at the International Channels was due to decreases of 10% from an unfavorable Foreign Exchange Impact and 6% from fewer subscribers related to channel closures in Latin America and Europe. These decreases were partially offset by an increase of 5% from higher contractual rates.
Advertising revenue is as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Cable$813 $833 (2) %
Broadcasting657 796 (17) %
Domestic Channels1,470 1,629 (10) %
International Channels298 454 (34) %
$1,768 $2,083 (15) %
Lower advertising revenue at Cable resulted from a decrease of 6% from fewer impressions due to lower average viewership at our non-sports channels, partially offset by an increase of 3% from a benefit from the timing of College Football Playoff (CFP) games relative to our fiscal periods. The current quarter included three CFP games compared to one game in the prior-year quarter.
Lower Broadcasting advertising revenue was due to decreases of 10% from fewer impressions at ABC, 4% from lower rates at the owned television stations and 2% from lower rates at ABC. Fewer impressions at ABC reflected lower average viewership and, to a lesser extent, fewer units delivered.
38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The decline in International Channels advertising revenue was due to decreases of 18% from fewer impressions, 9% from lower rates and 7% from an unfavorable Foreign Exchange Impact. Lower impressions were attributable to decreases in average viewership at our sports and non-sports channels. The decrease at our sports channels was primarily due to cricket programming, which reflected airing fewer Indian Premier League (IPL) matches in the current quarter compared to the prior-year quarter as the 2023 IPL season started approximately one week later than the 2022 season. This decrease was partially offset by airing more Board of Control for Cricket in India (BCCI) matches in the current quarter compared to the prior-year quarter.
Costs and Expenses
Operating expenses primarily consist of programming and production costs, which are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Cable$(2,178) $(1,774)  (23) %
Broadcasting(766) (738) (4) %
Domestic Channels(2,944) (2,512) (17) %
International Channels(639) (694) 8  %
$(3,583) $(3,206) (12) %
Programming and production costs at Cable increased due to higher CFP and NFL programming costs and, to a lesser extent, contractual rate increases for NBA programming and an increase in sports production costs. The increase in costs for CFP programming was due to the timing of games. Higher NFL rights costs were due to the timing of costs under our new agreement compared to the prior NFL agreement.
The increase in programming and production costs at Broadcasting was due to a higher average cost mix of programming aired in the current quarter and the timing of the Citrus Bowl college football game. The current quarter included more hours of scripted series and fewer hours of reality programming. The Citrus Bowl aired in the current quarter compared to the first quarter of the prior year.
Programming and production costs at the International Channels decreased due to a favorable Foreign Exchange Impact, partially offset by costs for new soccer rights.
Selling, general administrative and other costs increased $43 million, to $945 million from $902 million, driven by higher overhead costs and an increase in marketing spend, partially offset by a favorable Foreign Exchange Impact.
Depreciation and amortization decreased $8 million, to $28 million from $36 million, driven by technology assets that were fully depreciated.
Equity in the Income of Investees
Income from equity investees decreased $46 million, to $175 million from $221 million, primarily due to lower income from A+E Television Networks attributable to a decrease in advertising revenue and higher programming costs.
Operating Income from Linear Networks
Operating income from Linear Networks decreased $987 million, to $1,828 million from $2,815 million, due to decreases at Cable, Broadcasting, the International Channels and, to a lesser extent, lower income from our equity investees.
39

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
RevenuesThe following table provides supplemental revenue and operating income detail for Linear Networks:
Affiliate revenue is
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Supplemental revenue detail
Domestic Channels$5,573 $5,826 (4) %
International Channels1,052 1,290 (18) %
$6,625 $7,116 (7) %
Supplemental operating income detail
Domestic Channels$1,568 $2,349 (33) %
International Channels85 245 (65) %
Equity in the income of investees175 221 (21) %
$1,828 $2,815 (35) %
Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Domestic Channels$4,123 $3,927 5  %
International Channels744 888 (16) %
$4,867 $4,815   1  %
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
Subscription fees$4,605 $3,887 18  %
Advertising750   891   (16) %
TV/SVOD distribution and other159 125 27  %
Total revenues5,514 4,903 12  %
Operating expenses(5,056)(4,402)(15) %
Selling, general, administrative and other(1,029)(1,290)20  %
Depreciation and amortization(88)(98)10  %
Operating Loss$(659)$(887)26  %
The increaseRevenues
Growth in affiliate revenue at the Domestic Channels was due to an increase of 7% from higher contractual rates, partially offset by a decrease of 3% from fewer subscribers.
The decrease in affiliate revenue at the International Channels was due to decreasessubscription fees reflected increases of 13% from fewerhigher subscribers driven by channel closures in Asia, Latin America and Europe and 5% from an unfavorable foreign exchange impact, partially offset by an increase of 1% from higher contractual rates.

Advertising revenue is as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Cable$833 $711 17  %
Broadcasting796 722 10  %
Domestic Channels1,629 1,433 14  %
International Channels454 382 19  %
$2,083 $1,815 15  %
The increase in Cable advertising revenue was due to increases of 9% from higher impressions and 5% from increased rates. The increase in impressions reflected higher average viewership.
The increase in Broadcasting advertising revenue was due to increases of 12% from a shift in the timing of The Academy Awards at ABC, 10% from higher rates at ABC and 6% from the owned television stations. The Academy Awards aired in the current quarter compared to the third quarter in the prior year. These increases were partially offset by a decrease of 14% from fewer impressions at ABC, reflecting lower average viewership and, to a lesser extent, fewer units delivered. The increase at the owned television stations was driven by the timing of The Academy Awards and higher rates.
The increase in International Channels advertising revenue was due to increases of 18% from higher impressions reflecting an increase in average viewership and 5%8% from higher rates, partially offset by a decrease of 7%2% from an unfavorable foreign exchange impact.Foreign Exchange Impact. The increase in viewershipsubscribers was due to thegrowth at Disney+ and, to a lesser extent, at Hulu and ESPN+. Higher rates were attributable to increases in retail pricing at Hulu, Disney+ and, to a lesser extent, at ESPN+.
Lower advertising revenue reflected a decrease of 16% from fewer impressions due to a decrease at Hulu. The decrease was partially offset by an increase of 3% from higher rates at Hulu.
The increase in TV/SVOD distribution and other revenue was driven by an increase in Ultimate Fighting Championship (UFC) pay-per-view fees due to airing of ten Indian Premier League (IPL) cricket matchesfour events in the current quarter compared to no matchesthree events in the prior-year quarter as a result of COVID-19. IPL cricket matches typically occur in our second and third fiscal quarters.
Other revenue increased $50 million, to $166 million from $116 million, driven by higher sub-licensing fees from cricket matches due to the shift in timing of IPL matches.
Costs and Expenses
Operating expenses primarily consist of programming and production costs, which are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Cable$(1,774) $(1,515)  (17) %
Broadcasting(738) (658)  (12) %
Domestic Channels(2,512) (2,173) (16) %
International Channels(694) (607) (14) %
$(3,206) $(2,780) (15) %
quarter.
40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The increase in programming and production costs at Cable was due to higher rights costs for the NFL, College Football Playoffs (CFP), NBA and college basketball and an increase in sports production costs due to the return of ESPN-hosted college events, which were canceled in the prior-year quarter due to COVID-19. These increases were partially offset by lower costs for MLB programming due to the MLB lockout, which delayed the start of the 2022 season to the third quarter of the current fiscal year. Higher NFL programming costs were due to airing three regular season games, a wild card playoff game and the Pro Bowl in the current quarter compared to a wild card playoff game in the prior-year quarter. The increases in CFP, NBA and college basketball rights costs were due to higher contractual rates.
The increase in programming and production costs at Broadcasting was due to the timing of The Academy Awards, partially offset by lower average cost of other programming aired on ABC in the current quarter compared to the prior-year quarter.
Programming and production costs at the International Channels increased due to higher sports programming costs, partially offset by the impact of channel closures and a favorable foreign exchange impact. The increase in sports programming costs was due to higher costs for cricket rights driven by airing ten IPL cricket matches in the current quarter compared to none in the prior-year quarter and contractual rate increases for Board of Control for Cricket in India (BCCI) events.
Operating Income from Linear Networks
Operating income from Linear Networks decreased $34 million, to $2,815 million from $2,849 million, due to decreases at the International Channels and Cable, partially offset by an increase at Broadcasting.
The following table provides supplemental revenue and operating income detail for Linear Networks:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Supplemental revenue detail
Domestic Channels$5,826 $5,418 8  %
International Channels1,290 1,328 (3) %
$7,116 $6,746 5  %
Supplemental operating income detail
Domestic Channels$2,349 $2,281 3  %
International Channels245 348 (30) %
Equity in the income of investees221 220 —  %
$2,815 $2,849 (1) %
Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
Subscription fees$3,887 $3,000 30  %
Advertising891   717   24  %
TV/SVOD distribution and other125 282 (56) %
Total revenues4,903 3,999 23  %
Operating expenses(4,402)(3,214)(37) %
Selling, general, administrative and other(1,290)(1,010)(28) %
Depreciation and amortization(98)(65)(51) %
Operating Loss$(887)$(290)>(100) %
Revenues
The increase in subscription fees was due to increases of 20% from higher subscribers, driven by growth at Disney+, Hulu and ESPN+, and 11% from higher rates due to increases in retail pricing at Disney+ and Hulu.
41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Higher advertising revenue reflected increases of 14% from higher impressions due to increases at Hulu and Disney+, and 8% from higher rates due to an increase at Hulu.
The decrease in TV/SVOD distribution and other revenue was due to a decrease in Ultimate Fighting Championship (UFC) pay-per-view fees and lower Disney+ Premier Access revenues, which reflected the absence of releases in the current quarter compared to the release of Raya and the Last Dragon in the prior-year quarter. The decrease in UFC pay-per-view fees was due to lower average buys per event and the impact of airing three events in the current quarter compared to four events in the prior-year quarter, partially offset by higher pricing.
The following tables present additional information about our Disney+, ESPN+ and Hulu DTC product offerings(1).
Paid subscribers(2) as of:at:
% Change Better (Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
% Change
Better
(Worse)
(in millions)April 1,
2023
December 31,
2022
April 2,
2022
Apr. 1, 2023 vs.
Dec. 31, 2022
Apr. 1, 2023 vs.
Apr. 2, 2022
Disney+Disney+Disney+
Domestic (U.S. and Canada)Domestic (U.S. and Canada)44.4   37.3   19  %Domestic (U.S. and Canada)46.3   46.6   44.4   (1) %4  %
International (excluding Disney+ Hotstar)(3)
International (excluding Disney+ Hotstar)(3)
43.2   31.1   39  %
International (excluding Disney+ Hotstar)(3)
58.6   57.7   43.2   2  %36  %
Disney+ (excluding Disney+ Hotstar)(4)
87.6   68.4   28  %
Disney+ Core(4)
Disney+ Core(4)
104.9   104.3   87.6   1  %20  %
Disney+ HotstarDisney+ Hotstar50.1   35.2   42  %Disney+ Hotstar52.9   57.5   50.1   (8) %6  %
Total Disney+(4)
Total Disney+(4)
137.7   103.6   33  %
Total Disney+(4)
157.8   161.8   137.7   (2) %15  %
ESPN+ESPN+22.3   13.8   62  %ESPN+25.3   24.9   22.3   2  %13  %
HuluHuluHulu
SVOD OnlySVOD Only41.4 37.8 10  %SVOD Only43.7 43.5 41.4 —  %6  %
Live TV + SVODLive TV + SVOD4.1 3.8 8  %Live TV + SVOD4.4 4.5 4.1 (2) %7  %
Total Hulu(4)
Total Hulu(4)
45.6 41.6 10  %
Total Hulu(4)
48.2 48.0 45.6 —  %6  %
Average Monthly Revenue Per Paid Subscriber(5) for the quarter ended::
% Change
Better
(Worse)
Quarter Ended% Change Better (Worse)
April 2,
2022
April 3,
2021
April 1,
2023
December 31,
2022
April 2,
2022
Apr. 1, 2023 vs.
Dec. 31, 2022
Apr. 1, 2023 vs.
Apr. 2, 2022
Disney+Disney+Disney+
Domestic (U.S. and Canada)Domestic (U.S. and Canada)$6.32 $6.01 5  %Domestic (U.S. and Canada)$7.14 $5.95 $6.32 20  %13  %
International (excluding Disney+ Hotstar)(3)
International (excluding Disney+ Hotstar)(3)
6.35 5.14 24  %
International (excluding Disney+ Hotstar)(3)
5.93 5.62 6.35 6  %(7) %
Disney+ (excluding Disney+ Hotstar)6.33 5.61 13  %
Disney+ CoreDisney+ Core6.47 5.77 6.33 12  %2  %
Disney+ HotstarDisney+ Hotstar0.76 0.49 55  %Disney+ Hotstar0.59 0.74 0.76 (20) %(22) %
Global Disney+Global Disney+4.35 3.99 9  %Global Disney+4.44 3.93 4.35 13  %2  %
ESPN+ESPN+4.73 4.55 4  %ESPN+5.64 5.53 4.73 2  %19  %
HuluHuluHulu
SVOD OnlySVOD Only12.77 12.08 6  %SVOD Only11.73 12.46 12.77 (6) %(8) %
Live TV + SVODLive TV + SVOD88.77 81.83 8  %Live TV + SVOD92.32 87.90 88.77 5  %4  %
(1)In the U.S., Disney+, ESPN+ and Hulu SVOD Only are each offered as a standalone service or together as a package that includes all three services (the SVOD Bundle). Effective December 21, 2021,part of various multi-product offerings. Hulu Live TV + SVOD includes Disney+ and ESPN+ (the new Hulu Live TV + SVOD offering), whereas previously, Hulu Live TV + SVOD was offered as a standalone service or with Disney+ and ESPN+ as optional additions (the old Hulu Live TV + SVOD offering). Effective March 15, 2022, Hulu SVOD Only is also offered with Disney+ as an optional add-on. Disney+ is available in more than 80150 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.
42

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
(2)Reflects 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 SVOD BundleU.S. are counted as a paid subscriber for each service included in the SVOD Bundlemulti-product offering and subscribers to the Hulu Live TV + SVOD offerings are counted as one paid subscriber for each of the Hulu Live TV + SVOD, Disney+ and ESPN+ offerings. If a Hulu SVOD Only subscriber chooses to add on Disney+, they are counted as one paid subscriber for each of the Hulu SVOD Only and Disney+ offerings.services. In Latin America, if a subscriber has either the standalone Disney+ or Star+ service or subscribes to Combo+, they arethe subscriber is counted as one Disney+ paid subscriber. Subscribers include those who receive a service through wholesale arrangements including those for which we receive a fee for the distribution of the service to each subscriber
41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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.
Supplemental information about paid subscribers:
(in millions)April 1,
2023
December 31,
2022
April 2,
2022
Domestic (U.S. and Canada) standalone57.058.561.6
Domestic (U.S.and Canada) multi-product(a)
21.420.817.0
78.479.378.6
International standalone102.5107.089.3
International multi-product(b)
9.08.14.0
111.5115.293.3
Total(4)
189.9194.4171.9
(a)At April 1, 2023, there were 20.0 million and 1.4 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. At April 2, 2022, there were 16.8 million and 0.2 million subscribers to three-service and two-service multi-product offerings, respectively.
(b)Consists of subscribers to Combo+.
(3)Includes the Disney+ service outside the U.S. and Canada and the Star+ service in Latin America.
(4)Total may not equal the sum of the column due to rounding.
(5)RevenueAverage monthly revenue per paid subscriber is calculated based on the average of the monthly average paid subscribers for each month in the period. The monthly average paid subscribers is calculated as the sum of the beginning of the month and end of the month paid subscriber count, divided by two. Disney+ average monthly revenue per paid subscriber is calculated using a daily average of paid subscribers for the period. Revenue includes subscription fees, advertising (excluding revenue earned from selling advertising spots to other Company businesses) and premium and feature add-on revenue but excludes Premier Access and Pay-Per-View revenue. The average revenue per paid subscriber is net of discounts on the SVOD Bundle or other offerings that carry more than one service. Revenue is allocated to each service based on the relative retail price of each service on a standalone basis. Starting in December 2021, revenue for the new Hulu Live TV + SVOD offeringrevenue is allocated to the SVOD services based on the wholesale price of the Hulu SVOD Bundle.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.
TheAverage Monthly Revenue Per Paid Subscriber - Second Quarter of Fiscal 2023 Comparison to First Quarter of Fiscal 2023
Domestic Disney+ average monthly revenue per paid subscriber for domestic Disney+ increased from $6.01$5.95 to $6.32$7.14 due to an increase in average retail pricing andpricing.
International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber increased from $5.62 to $5.93 due to a favorable Foreign Exchange Impact, a lower mix of wholesale subscribers partially offset by a higher mix of subscribers to multi-product offerings.and an increase in wholesale pricing.
TheDisney+ Hotstar average monthly revenue per paid subscriber for international Disney+ (excluding Disney+ Hotstar) increaseddecreased from $5.14$0.74 to $6.35$0.59 due to increases in retail pricing.lower per-subscriber advertising revenue.
TheESPN+ average monthly revenue per paid subscriber for Disney+ Hotstar increased from $0.49$5.53 to $0.76 due to launches in new territories with higher average prices and higher per-subscriber advertising revenue, partially offset$5.64 driven by a higher mix of wholesale subscribers.
The average monthly revenue per paid subscriber for ESPN+ increased from $4.55 to $4.73 primarily due to an increase in retail pricing and, to a lesser extent, higher per-subscriber advertising revenue, partially offset by a higher mix of subscribers to multi-product offerings.
TheHulu SVOD Only average monthly revenue per paid subscriber for the Hulu SVOD Only service increaseddecreased from $12.08$12.46 to $12.77$11.73 due to an increase in retail pricing and, to a lesser extent, higherlower per-subscriber advertising revenue partially offset byand a higher mix of subscribers to multi-product offerings.offerings, partially offset by an increase in average retail pricing.
TheHulu Live TV + SVOD average monthly revenue per paid subscriber for the Hulu Live TV + SVOD service increased from $81.83$87.90 to $88.77$92.32 primarily due to an increase in average retail pricing, and higher per-subscriber advertising revenue, partially offset by a higher mix of subscribers to multi-product offerings.lower per-subscriber advertising revenue.
4342

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Average Monthly Revenue Per Paid Subscriber - Second Quarter of Fiscal 2023 Comparison to Second Quarter of Fiscal 2022
Domestic Disney+ average monthly revenue per paid subscriber increased from $6.32 to $7.14 due to an increase in average retail pricing, partially offset by a higher mix of subscribers to multi-product offerings.
International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber decreased from $6.35 to $5.93 due to a higher mix of subscribers from lower-priced markets and an unfavorable Foreign Exchange Impact, partially offset by a lower mix of wholesale subscribers and an increase in average retail pricing.
Disney+ Hotstar average monthly revenue per paid subscriber decreased from $0.76 to $0.59 due to lower per-subscriber advertising revenue.
ESPN+ average monthly revenue per paid subscriber increased from $4.73 to $5.64 due to an increase in retail pricing, partially offset by a higher mix of subscribers to multi-product offerings.
Hulu SVOD Only average monthly revenue per paid subscriber decreased from $12.77 to $11.73 due to lower per-subscriber advertising revenue and a higher mix of subscribers to multi-product offerings, partially offset by an increase in average retail pricing.
Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $88.77 to $92.32 due to an increase in average retail pricing, partially offset by lower per-subscriber advertising revenue, a higher mix of subscribers to multi-product offerings and lower per-subscriber premium and feature add-on revenue.
Costs and Expenses
Operating expenses are as follows:
Quarter Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Programming and production costsProgramming and production costsProgramming and production costs
Disney+Disney+$(1,196) $(654) (83) %Disney+$(1,567) $(1,196) (31) %
HuluHulu(1,913) (1,626) (18) %Hulu(2,128) (1,913) (11) %
ESPN+ and otherESPN+ and other(454) (306) (48) %ESPN+ and other(450) (454) 1  %
Total programming and production costsTotal programming and production costs(3,563) (2,586) (38) %Total programming and production costs(4,145) (3,563) (16) %
Other operating expenseOther operating expense(839) (628) (34) %Other operating expense(911) (839) (9) %
$(4,402) $(3,214) (37) %$(5,056) $(4,402) (15) %
The increase in programming and production costs at Disney+ was primarily due to more content provided on the service.
Higher programming and production costs at Hulu were primarily dueattributable to highermore content provided on the service and increased subscriber-based fees for programming the Live TV service, due to the carriage of more networks,which resulted from rate increases and an increase in the number of subscribers and rate increases.subscribers. These increases were partially offset by a lower average cost mix of SVOD content.
The increase in programmingProgramming and production costs at ESPN+ and other waswere comparable to the prior-year quarter as fewer docuseries and lower costs for soccer and NHL programming were offset by higher costs for UFC programming primarily due to new National Hockey League programming.an additional event in the current quarter compared to the prior-year quarter. A greater percentage of soccer and NHL games were aired or simulcast at Linear Networks in the current quarter compared to the prior-year quarter.
Other operating expenses increased primarily due to higher technology and distribution costs at Disney+ driven by growth in existing markets and, to a lesser extent, expansion to new markets..
Selling, general, administrative and other costs increased $280decreased $261 million, to $1,029 million from $1,290 million, resulting from $1,010 million, due to higherlower marketing costs at Disney+ and, Hulu.
Depreciation and amortization increased $33 million, to $98 million from $65 million, driven by increased investment in technology assets at Hulu and Disney+.a lesser extent, Hulu.
Operating Loss from Direct-to-Consumer
Direct-to-ConsumerThe operating loss increased $597from Direct-to-Consumer decreased $228 million, to $887$659 million from $290$887 million, due to higher lossesimproved results at Disney+ and ESPN+ and, partially offset by lower operating income at Hulu.

43

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
TV/SVOD distribution$977 $1,344 (27) %
Theatrical distribution224   109   >100  %
Home entertainment230   219   5  %
Other435 244 78  %
Total revenues1,866 1,916 (3) %
Operating expenses(1,232)(1,136)(8) %
Selling, general, administrative and other(541)(398)(36) %
Depreciation and amortization(74)(76)3  %
Equity in the income of investees(3)nm
Operating Income$16 $312 (95) %
44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
TV/SVOD distribution$845 $977 (14) %
Theatrical distribution767   224   >100  %
Home entertainment148   230   (36) %
Other437 435 — %
Total revenues2,197 1,866 18  %
Operating expenses(1,605)(1,232)(30) %
Selling, general, administrative and other(560)(541)(4) %
Depreciation and amortization(83)(74)(12) %
Equity in the income (loss) of investees1 (3)nm
Operating Income (Loss)$(50)$16 nm
Revenues
The decrease in TV/SVOD distribution revenue was primarily due to lower sales of both episodic television and theatrical film content. The decrease in episodic television content sales was driven by lower sales of Modern Family and How I Met Your Mother in the current quarter compared to the prior-year quarter. Lower revenue from theatrical film content sales was due to a decrease in sales volume including the saleimpact of Fear Street in the prior-year quarter with no comparable title in the current quarter.shift from licensing content to third parties to distributing it on our DTC services.
The increase in theatrical distribution revenue was due to morethe continued performance of Avatar: The Way of Water, which was released in the first quarter of the current year,and the release of Ant-Man and the Wasp: Quantumania in the current quarter compared to Death on the Nile and the co-produced title Spider-Man: No Way Home in the prior-year quarter.
The decrease in home entertainment revenue was primarily due to lower unit sales of new release titles inand, to a lesser extent, catalog titles. Lower unit sales of new release titles were driven by the performance of Strange World in the current quarter compared to Encanto in the prior-year quarter and revenue from the co-production of Marvel’s quarter.Spider-Man: No Way Home. Titles in release in the current quarter included Death on the Nile, The King’s Man and Encanto whereas the prior-year quarter included Raya and The Last Dragon and the international distribution of Soul.
The increase in home entertainment revenue was due to an increase in average net effective pricing, partially offset by lower unit sales. The increase in average net effective pricing was due to a higher mix of new release titles, which have a higher sales price than catalog titles.
The increase in other revenue was primarily due to higher revenue from stage plays as a result of more performances in the current quarter.
Costs and Expenses
Operating expenses are as follows:
Quarter Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Programming and production costsProgramming and production costs$(909) $(915)1  %Programming and production costs$(1,268) $(909)(39) %
Cost of goods sold and distribution costsCost of goods sold and distribution costs(323) (221)(46) %Cost of goods sold and distribution costs(337) (323)(4) %
$(1,232) $(1,136)(8) %$(1,605) $(1,232)(30) %
ProgrammingThe increase in programming and production costs were comparablewas due to the prior-year quarter as a decrease inhigher production cost amortization driven by the increase in theatrical revenue, partially offset by decreases due to lower TV/SVOD sales was largely offset by an increase in production cost amortization due to theatrical revenue growth and the impact of higher home entertainment per unit amortization costs.and TV/SVOD distribution revenue.
The increase in cost of goods sold and distribution costs was primarily due to higherincreased theatrical distribution costs, for stage plays as a result of more performances in the current quarter.partially offset by lower home entertainment volumes.
Selling, general, administrative and other costs increased $143$19 million, to $560 million from $541 million, from $398 million, driven bydue to higher theatrical marketing costs attributable to spending on Ant-Man and the Wasp: Quantumania in the current quarter compared to spending on Death on the Nile in the prior-year quarter.
Depreciation and amortization increased $9 million, to $83 million from $74 million, primarily due to more titlesincreased investment in release.technology assets.
Operating Income (Loss) from Content Sales/Licensing and Other
Operating incomeresults from Content Sales/Licensing and Other decreased $296from income of $16 million to $16 million from $312a loss of $50 million, due to lower TV/SVOD distribution results, and, to a lesser extent, a decrease at home entertainment.partially offset by improved theatrical distribution results.
4544

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Items Excluded from Segment Operating Income Related to Disney Media and Entertainment Distribution
The following table presents supplemental information for items related to the DMED segment that are excluded from segment operating income:
Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Content License Early Termination$(1,023)  $—   nm
TFCF and Hulu acquisition amortization(1)
(592)(603)2  %
Restructuring and impairment charges(2)
(195)(223)13  %

Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Content License Early Termination$   $(1,023)  100  %
TFCF and Hulu acquisition amortization(1)
(556)(592)6  %
Restructuring and impairment charges(2)
(122)(195)37  %
(1)In the current quarter, amortization of intangible assets was $406 million and amortization of step-up on film and television costs was $147 million. In the prior-year quarter, amortization of intangible assets was $433 million and amortization of step-up on film and television costs was $156 million and amortization of intangible assets was $433 million. In the prior-year quarter, amortization of step-up on film and television costs was $154 million and amortization of intangible assets was $445 million.
(2)Charges for the current period were primarily for severance. Charges for the prior-year quarter were due to the impairment of an intangible asset related to the Disney Channel in Russia. Charges for the prior-year quarter included asset impairments and severance costs related to the planned closure of an animation studio and severance costs related to workforce reductions.
Disney Parks, Experiences and Products
Operating results for the DPEP segment are as follows:
 Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
Theme park admissions$1,973 $597 >100  %
Parks & Experiences merchandise, food and beverage1,515   558   >100  %
Resorts and vacations1,451 513 >100  %
Merchandise licensing and retail1,164 1,145 2  %
Parks licensing and other549 360 53  %
Total revenues6,652 3,173 >100  %
Operating expenses(3,485)(2,308)(51) %
Selling, general, administrative and other(809)(660)(23) %
Depreciation and amortization(598)(602)1  %
Equity in the loss of investees(5)(9)44  %
Operating Income (Loss)$1,755 $(406)nm
COVID-19
Revenues at DPEP benefited from the comparison to the closures/reduced operating capacity at our theme parks and experiences in the prior-year quarter as a result of COVID-19. In fiscal 2022, our domestic parks and resorts are generally operating without significant COVID-19-related capacity restrictions, such as those that were in place during the prior year. Certain of our international parks and resorts and cruise ship operations continue to be impacted by COVID-19-related closures and capacity and travel restrictions.
Walt Disney World Resort and Tokyo Disney Resort were open for the entire quarter in both the current and prior years. Disneyland Resort and Disneyland Paris were open for the entire current quarter, whereas both were closed for all of the prior-year quarter. Shanghai Disney Resort was open for 78 days in the current quarter and for all of the prior-year quarter. Hong Kong Disneyland Resort was open for 3 days in the current quarter and 33 days in the prior-year quarter. Cruise ships operated at reduced capacities in the current quarter and sailings were suspended in the prior-year quarter.
 Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
Theme park admissions$2,428 $1,973 23  %
Parks & Experiences merchandise, food and beverage1,903   1,515   26  %
Resorts and vacations1,949 1,451 34  %
Merchandise licensing and retail1,011 1,164 (13) %
Parks licensing and other485 549 (12) %
Total revenues7,776 6,652 17  %
Operating expenses(4,106)(3,485)(18) %
Selling, general, administrative and other(853)(809)(5) %
Depreciation and amortization(651)(598)(9) %
Equity in the loss of investees (5)100  %
Operating Income$2,166 $1,755 23  %
Revenues
The increase inHigher theme park admissions revenue was due to increases of 17% from attendance growth and 8% from higher average per capita ticket revenue.
Parks & Experiences merchandise, food and beverage revenue whichgrowth reflected increases of 17% from higher volumes and 6% from higher average guest spending.
Higher resorts and vacations revenue was due to increases of 22% from additional passenger cruise days and 6% from higher occupied hotel room nights.
Merchandise licensing and retail revenue was lower due to decreases of 9% from merchandise licensing and 3% from retail. The decrease in merchandise licensing was primarily attributable to a favorable attendance mixdecrease in sales of merchandise based on Spider-Man, Star Wars, Frozen and the introduction of Genie+Avengers. Lower retail revenue was primarily due to a decrease at our publishing business.
The decrease in parks licensing and Lightning Laneother revenue was due to lower real estate sales, partially offset by higher royalties from Tokyo Disney Resort and an increase in the first quarter of fiscal 2022.sponsorship revenue.
4645

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Parks & Experiences merchandise, food and beverage revenue growth was due to increases in volumes and average guest spending.
Higher resorts and vacations revenue was primarily due to increases in occupied hotel room nights, average daily hotel room rates and passenger cruise days.
Merchandise licensing and retail revenue was higher due to an increase of 8% from merchandise licensing, partially offset by a decrease of 6% from retail. The revenue growth at merchandise licensing was primarily due to higher sales of merchandise based on Mickey and Minnie, Spider-Man, Disney Princesses and Star Wars Classic, partially offset by lower minimum guarantee shortfall recognition. The decrease in retail revenues was due to the closure of a substantial number of Disney-branded retail stores in North America and Europe in the second half of fiscal year 2021.
The increase in parks licensing and other revenue was due to increases in real estate sales and sponsorship revenue.
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 Domestic
International(1)
Total
Quarter EndedQuarter EndedQuarter Ended Quarter EndedQuarter EndedQuarter Ended
Apr 2,
2022
Apr 3,
2021
Apr 2,
2022
Apr 3,
2021
Apr 2,
2022
Apr 3,
2021
Apr 1,
2023
Apr 2,
2022
Apr 1,
2023
Apr 2,
2022
Apr 1,
2023
Apr 2,
2022
ParksParksParks
Increase (decrease)Increase (decrease)Increase (decrease)
Attendance(2)
Attendance(2)
>100  %(66) %78  %(41) %>100  %(61) %
Attendance(2)
7  %>100  %>100  %78  %27  %>100  %
Per Capita Guest Spending(3)
Per Capita Guest Spending(3)
20  %8  %28  %(9) %26  %—  %
Per Capita Guest Spending(3)
2  %20  %20  %28  %(1) %26  %
HotelsHotelsHotels
Occupancy(4)
Occupancy(4)
84  %35  %46  %9  %75  %29  %
Occupancy(4)
89  %84  %72  %46  %85  %75  %
Available Room Nights (in thousands)(5)
2,5212,6497877873,3083,436
Per Room Guest Spending(6)
$434$336$298$374$414$339
Available Hotel Room Nights (in thousands)(5)
Available Hotel Room Nights (in thousands)(5)
2,5182,5217877873,3053,308
Change in Per Room Guest Spending(6)
Change in Per Room Guest Spending(6)
—  %30  %25  %(20) %1  %23  %
(1)Per capita guest spending growth rate is stated on a constant currency basis. Perand per room guest spending is stated atgrowth rate exclude the averageimpact of changes in foreign exchange rate for the same period in the prior year.rates.
(2)Attendance is used to analyze volume trends at our theme parks and is based on the number of unique daily entries, i.e. a person visiting multiple theme parks in a single day is counted only once. Our attendance count includes complimentary entries but excludes entries by children under the age of three.
(3)Per capita guest spending is used to analyze guest spending trends and is defined as total revenue from ticket sales and sales of food, beverage and merchandise in our theme parks, divided by total theme park attendance.
(4)Occupancy is used to analyze the usage of available capacity at hotels and is defined as the number of room nights occupied by guests as a percentage of available hotel room nights.
(5)Available hotel room nights is defined as the total number of room nights that are available at our hotels and at Disney Vacation Club (DVC) properties located at our theme parks and resorts that are not utilized by DVC members. Available hotel room nights include rooms temporarily taken out of service.
(6)Per room guest spending is used to analyze guest spending at our hotels and is defined as total revenue from room rentals and sales of food, beverage and merchandise at our hotels, divided by total occupied hotel room nights.
Costs and Expenses
Operating expenses are as follows:
Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Operating labor$(1,826)$(1,610)(13) %
Cost of goods sold and distribution costs(767)(642)(19) %
Infrastructure costs(750)(651)(15) %
Other operating expense(763)(582)(31) %
$(4,106)$(3,485)(18) %
The increase in operating labor was attributable to inflation, increased costs for new guest offerings and higher volumes. Higher cost of goods sold and distribution costs were due to volume growth. The increase in infrastructure costs consisted of higher operations support costs and increased technology spending. Other operating expense increased primarily due to higher volumes, inflation and increased costs for new guest offerings.
Selling, general, administrative and other costs increased $44 million, to $853 million from $809 million, driven by higher marketing spend.
Depreciation and amortization increased $53 million, to $651 million from $598 million, due to higher depreciation at our domestic parks and experiences.
47
46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Costs and Expenses
Operating expenses are as follows:
Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Operating labor$(1,610)$(1,012)(59) %
Cost of goods sold and distribution costs(642)(421)(52) %
Infrastructure costs(651)(543)(20) %
Other operating expense(582)(332)(75) %
$(3,485)$(2,308)(51) %
The increases in operating labor, cost of goods sold and distribution costs and other operating expenses were due to higher volumes, while the increase in infrastructure costs was primarily due to higher volumes and increased technology spending.
Selling, general, administrative and other costs increased $149 million, to $809 million from $660 million, primarily due to higher marketing spend.
Segment Operating Income (Loss)
Segment operating resultsincome increased from a loss of $0.4$1.8 billion to income of $1.8$2.2 billion due to growth at our domesticinternational parks and experiencesresorts and, to a lesser extent, our internationaldomestic parks and resorts andexperiences, partially offset by a decrease at our consumer products business.
The following table presents supplemental revenue and operating income (loss) detail for the DPEP segment:
Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Supplemental revenue detail
Parks & Experiences
Domestic$4,898 $1,735 >100  %
International574   262   >100  %
Consumer Products1,180 1,176 —  %
$6,652 $3,173 >100  %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic$1,385 $(587)nm
International(268)(380)29  %
Consumer Products638 561 14  %
$1,755 $(406)nm
Items Excluded from Segment Operating Income Related to Disney Parks, Experiences and Products
The following table presents supplemental information for items related to the DPEP segment that are excluded from segment operating income:
Quarter Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Restructuring and impairment charges(1)
$   $(189)  100  %
TFCF and Hulu acquisition amortization(2)  (2)  —  %

(1)The prior-year quarter includes asset impairments and severance costs related to the planned closure of a substantial number of our Disney-branded retail stores and severance costs related to other workforce reductions.
Quarter Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Supplemental revenue detail
Parks & Experiences
Domestic$5,572 $4,898 14  %
International1,184   574   >100  %
Consumer Products1,020 1,180 (14) %
$7,776 $6,652 17  %
Supplemental operating income detail
Parks & Experiences
Domestic$1,519 $1,385 10  %
International156 (268)nm
Consumer Products491 638 (23) %
$2,166 $1,755 23  %
4847

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
BUSINESS SEGMENT RESULTS - Current Period Six-Month Results Compared to the Prior-Year Six-Month Period
Disney Media and Entertainment Distribution
Revenue and operating results for the DMED segment are as follows:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Revenues:Revenues:Revenues:
Linear NetworksLinear Networks$14,822   $14,439   3  %Linear Networks$13,918   $14,822   (6) %
Direct-to-ConsumerDirect-to-Consumer9,593 7,503 28  %Direct-to-Consumer10,821 9,593 13  %
Content Sales/Licensing and OtherContent Sales/Licensing and Other4,299 3,618 19  %Content Sales/Licensing and Other4,657 4,299 8  %
Elimination of Intrasegment Revenue(1)
Elimination of Intrasegment Revenue(1)
(509)(459)(11) %
Elimination of Intrasegment Revenue(1)
(581)(509)(14) %
$28,205 $25,101 12  %$28,815 $28,205 2  %
Segment operating income (loss):Segment operating income (loss):Segment operating income (loss):
Linear NetworksLinear Networks$4,314 $4,578 (6) %Linear Networks$3,083 $4,314 (29) %
Direct-to-ConsumerDirect-to-Consumer(1,480) (756)(96) %Direct-to-Consumer(1,712) (1,480)(16) %
Content Sales/Licensing and OtherContent Sales/Licensing and Other(82)500 nmContent Sales/Licensing and Other(262)(82)>(100) %
$2,752 $4,322 (36) %$1,109 $2,752 (60) %
(1) Reflects fees received by the Linear Networks from other DMED businesses for the right to air our Linear Networks and related services.
Linear Networks
Operating results for Linear Networks are as follows:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
RevenuesRevenuesRevenues
Affiliate feesAffiliate fees$9,482  $9,455  —  %Affiliate fees$9,217  $9,482  (3) %
AdvertisingAdvertising4,922 4,650 6  %Advertising4,266 4,922 (13) %
OtherOther418 334 25  %Other435 418 4  %
Total revenuesTotal revenues14,822 14,439 3  %Total revenues13,918 14,822 (6) %
Operating expensesOperating expenses(9,240)(8,612)(7) %Operating expenses(9,408)(9,240)(2) %
Selling, general, administrative and otherSelling, general, administrative and other(1,657) (1,614)(3) %Selling, general, administrative and other(1,748) (1,657)(5) %
Depreciation and amortizationDepreciation and amortization(74)(89)17  %Depreciation and amortization(50)(74)32  %
Equity in the income of investeesEquity in the income of investees463 454 2  %Equity in the income of investees371 463 (20) %
Operating IncomeOperating Income$4,314 $4,578 (6) %Operating Income$3,083 $4,314 (29) %
Revenues
Affiliate revenue is as follows:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Domestic ChannelsDomestic Channels$7,985   $7,700 4  %Domestic Channels$7,929   $7,985 (1) %
International ChannelsInternational Channels1,497 1,755 (15) %International Channels1,288 1,497 (14) %
$9,482 $9,455   —  %$9,217 $9,482   (3) %
48

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Affiliate revenue at the Domestic Channels was comparable to the prior-year period as a decrease of 6% from fewer subscribers was largely offset by an increase of 5% from higher contractual rates.
The decrease in affiliate revenue at the International Channels was due to decreases of 9% from an unfavorable Foreign Exchange Impact and 7% from fewer subscribers, primarily due to channel closures. These decreases were partially offset by an increase of 3% from higher contractual rates.
Advertising revenue is as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Cable$2,018   $2,126 (5) %
Broadcasting1,539 1,696 (9) %
Domestic Channels3,557 3,822 (7) %
International Channels709 1,100   (36) %
$4,266 $4,922 (13) %
Lower advertising revenue at Cable reflected decreases of 3% from lower rates and 1% from fewer impressions.
The decrease in Broadcasting advertising revenue was due to decreases of 10% from fewer impressions at ABC and 1% from lower rates at ABC, partially offset by an increase of 2% from the owned television stations. The decrease in ABC impressions was attributable to lower average viewership. The increase at the owned television stations was due to higher rates resulting from an increase in political advertising.
The decrease in International Channels advertising revenue was due to decreases of 16% from fewer impressions attributable to lower average viewership, 11% from lower rates and 8% from an unfavorable Foreign Exchange Impact. The decrease in average viewership reflected the timing of IPL matches. Three IPL matches aired in the current period compared to 23 matches in the prior-year period as matches from the 2021 season shifted into fiscal 2022 due to COVID-19, and the 2023 IPL season started approximately one week later than the 2022 season.
Other revenue increased $17 million, to $435 million from $418 million, due to higher sub-licensing fees from International Cricket Council (ICC) T20 World Cup matches in the current period compared to the prior-year period.
Costs and Expenses
Operating expenses primarily consist of programming and production costs, which are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Cable$(5,587)  $(5,357)   (4) %
Broadcasting(1,579)(1,538)(3) %
Domestic Channels(7,166)(6,895)(4) %
International Channels(1,420)(1,588)11  %
$(8,586)$(8,483)(1) %
The increase in programming and production costs at Cable was due to contractual rate increases for CFP, NBA and NFL programming, an increase in sports production costs and higher costs for NHL and MLB programming. These increases were partially offset by lower non-sports programming costs due to a lower cost mix of programming at FX Channels. Higher sports production costs were primarily due to increased talent costs and programming additions in the current period. The increase in NHL rights costs was due to more games aired in the current period. Higher MLB programming costs in the current period were a result of fewer games aired in the prior-year period, as the start of the 2022 season was delayed.
The increase in programming and production costs at Broadcasting was due to higher development costs and an increase in costs for sports programming at ABC.
The decrease in programming and production costs at the International Channels was due to a favorable Foreign Exchange Impact and lower sports programming costs. The decrease in sports programming costs was due to lower costs for IPL matches in the current period compared to the prior-year period, partially offset by an increase in sports production costs and costs for new soccer rights.
49

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Selling, general administrative and other costs increased $91 million, to $1,748 million from $1,657 million, driven by higher overhead costs, partially offset by a gain on the sale of an interest in our X Games business and a favorable Foreign Exchange Impact.
Depreciation and amortization decreased $24 million, to $50 million from $74 million, driven by technology assets that were fully depreciated.
Equity in the Income of Investees
Income from equity investees decreased $92 million, to $371 million from $463 million, due to lower income from A+E Television Networks attributable to a decrease in advertising revenue and higher programming costs.
Operating Income from Linear Networks
Operating income from Linear Networks decreased $1,231 million, to $3,083 million from $4,314 million, due to decreases at Cable, the International Channels, Broadcasting, and to a lesser extent, lower income from our equity investees.
The following table provides supplemental revenue and operating income detail for Linear Networks:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Supplemental revenue detail
Domestic Channels$11,639 $11,978 (3) %
International Channels2,279 2,844 (20) %
$13,918 $14,822 (6) %
Supplemental operating income detail
Domestic Channels$2,496 $3,237 (23) %
International Channels216 614 (65) %
Equity in the income of investees371 463 (20) %
$3,083 $4,314 (29) %

Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows: 
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
Subscription fees$8,845 $7,485 18  %
Advertising1,647 1,871 (12) %
TV/SVOD distribution and other329 237 39  %
Total revenues10,821 9,593 13  %
Operating expenses(10,164)(8,324)(22) %
Selling, general, administrative and other(2,185)(2,565)15  %
Depreciation and amortization(184)(184)—  %
Operating Loss$(1,712)$(1,480)(16) %
Revenues
The increase in affiliate revenue at the Domestic Channels wassubscription fees reflected increases of 15% from higher subscribers due to an increase ofgrowth at Disney+ and, to a lesser extent, Hulu and ESPN+, and 6% from higher contractual rates due to increases in retail pricing at Hulu, ESPN+ and Disney+, partially offset by a decrease of 3% from an unfavorable Foreign Exchange Impact.
Lower advertising revenue reflected a decrease of 13% from fewer subscribers.
The decrease in affiliate revenue at the International Channels wasimpressions due to decreases of 12% from fewer subscribers, due to channel closures, and 4% from an unfavorable foreign exchange impact. These decreases werea decrease at Hulu, partially offset by an increase of 2%4% from higher contractual rates.
Advertising revenue is as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Cable$2,126   $1,928 10  %
Broadcasting1,696 1,706 (1) %
Domestic Channels3,822 3,634 5  %
International Channels1,100 1,016   8  %
$4,922 $4,650 6  %
rates due to an increase at Hulu.
The increase in Cable advertising revenue was primarily due to increases of 7% from higher impressionsTV/SVOD distribution and 1% from increased rates. The increase in impressions reflected higher average viewership and, to a lesser extent, an increase in units delivered.
Broadcasting advertising revenue was comparable to the prior-year period, as decreases of 13% from fewer ABC impressions and 2% from the owned television stations were largely offset by increases of 12% from higher rates at ABC and 5% from the benefit of the shift in the timing of The Academy Awards at ABC. The decrease in ABC impressions reflected lower average viewership. The decrease at the owned television stations was due to lower rates resulting from a decrease in political advertising, partially offset by the benefit of the shift in timing of The Academy Awards.
The increase in International Channels advertisingother revenue was due to increases of 7% from higher rates and 6% from higher impressions, reflecting an increase in average viewership. These increases were partially offset by a decrease of 4% from an unfavorable foreign exchange impact. The increase in viewership reflected more cricket matches aired in the current period, primarily due to the airing of International Cricket Council (ICC) T20 World Cup matches in the current periodfavorable Foreign Exchange Impact and an increase in Board of Control for Cricket in India (BCCI) matches in the current period compared to the prior-year period. These increases were partially offset by fewer IPL cricket matches in the current period compared to the prior-year period. The ICC T20 World Cup generally occurs every two years and was not held in the prior-year period due to COVID-19. As a result of COVID-19-related timing shifts, we aired 23 IPL matches in the current period and 44 matches in the prior-year period.UFC pay-per-view fees. The increase in UFC pay-per-view fees reflected the numberimpact of BCCI matches airedairing seven events in the current period was driven by COVID-19-related cancellations of certain BCCI matches in the prior-year period.
Other revenue increased $84 million, to $418 million from $334 million, due to sub-licensing fees from ICC T20 World Cup matches in the current period.
Costs and Expenses
Operating expenses primarily consist of programming and production costs, which are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Cable$(5,357)  $(4,919)   (9) %
Broadcasting(1,538)(1,405)(9) %
Domestic Channels(6,895)(6,324)(9) %
International Channels(1,588)(1,521)(4) %
$(8,483)$(7,845)(8) %
The increase in programming and production costs at Cable was due to higher rights costs for the NFL, College Football Playoffs (CFP), college football and college basketball, and an increase in sports production costs due to the return of ESPN-hosted events, which were canceled in the prior-year period due to COVID-19. These increases were partially offset by lower NBA and golf programming costs. Higher NFL programming costs were primarily due to airing 3 additional regular season games in the current period compared to the prior-year period and contractual rate increases. The current period included 16
50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
regular season games, a wild card playoff game and the Pro Bowl whilecurrent period compared to five events in the prior-year period included 13 regular season games and a wild card playoff game. higher pricing, partially offset by lower average buys per event.
The increases in CFP, college football and college basketball werefollowing table presents Average Monthly Revenue Per Paid Subscriber:
 Six Months Ended% Change
Better
(Worse)
April 1,
2023
April 2,
2022
Disney+
Domestic (U.S. and Canada)$6.56 $6.49 1  %
International (excluding Disney+ Hotstar)5.78 6.17 (6) %
Disney+ (excluding Disney+ Hotstar)6.13 6.33 (3) %
Disney+ Hotstar0.67 0.89 (25) %
Global Disney+4.19 4.38 (4) %
ESPN+5.58 4.92 13  %
Hulu
SVOD Only12.10 12.87 (6) %
Live TV + SVOD90.11 87.89 3  %
Domestic Disney+ average monthly revenue per paid subscriber increased from $6.49 to $6.56 due to higher contractual rates. Lower NBA programming costs were due to airing four 2020 NBA season final gamesan increase in fiscal 2021, reflecting a delay of the 2020 season as a result of COVID-19,average retail pricing, partially offset by a contractual rate increase. Thehigher mix of subscribers to multi-product offerings.
International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber decreased from $6.17 to $5.78 due to an unfavorable Foreign Exchange Impact and a higher mix of subscribers from lower-priced markets, partially offset by a lower mix of wholesale subscribers and an increase in average retail pricing.
Disney+ Hotstar average monthly revenue per paid subscriber decreased from $0.89 to $0.67 due to lower per-subscriber advertising revenue.
ESPN+ average monthly revenue per paid subscriber increased from $4.92 to $5.58 due to an increase in retail pricing, partially offset by a higher mix of subscribers to multi-product offerings.
Hulu SVOD Only average monthly revenue per paid subscriber decreased from $12.87 to $12.10 due to lower per-subscriber advertising revenue and a higher mix of subscribers to multi-product offerings, partially offset by an increase in average retail pricing.
Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $87.89 to $90.11 due to an increase in average retail pricing, partially offset by a higher mix of subscribers to multi-product offerings and, to a lesser extent, lower per-subscriber premium and feature add-on revenue and a decrease in golf programming costs was due to the shift of the 2020 Masters out of fiscal 2020per-subscriber advertising revenue.
Costs and into the first quarter of fiscal 2021 due to COVID-19. The Masters typically occurs in our fiscal third quarter.Expenses
Operating expenses are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Programming and production costs
Disney+$(3,248) $(2,116)(53) %
Hulu(4,234) (3,745)(13) %
ESPN+ and other(845) (881)4  %
Total programming and production costs(8,327) (6,742) (24) %
Other operating expense(1,837) (1,582)(16) %
$(10,164) $(8,324) (22) %
The increase in programming and production costs at BroadcastingDisney+ was primarily due to more content provided on the timing of The Academy Awards.
The increase in programming and production costs at the International Channels was due to higher sports programming costs driven by increased costs for cricket rights, partially offset by the impact of channel closures and a favorable foreign exchange impact. The increased costs for cricket rights were due to the ICC T20 World Cup matches in the current period and contractual rate increases for BCCI matches, partially offset by fewer IPL matches in the current period compared to the prior-year period.
Selling, general, administrative and other costs increased $43 million, to $1,657 million from $1,614 million, driven by collections in the prior-year period of previously reserved receivables.
Equity in the Income of Investees
Income from equity investees increased $9 million, to $463 million from $454 million, due to higher income from A+E Television Networks driven by lower programming costs, partially offset by lower affiliate revenue.
Operating Income from Linear Networks
Operating income from Linear Networks decreased $264 million, to $4,314 million from $4,578 million, due to decreases at Cable and the International Channels, partially offset by an increase at Broadcasting.
The following table provides supplemental revenue and operating income detail for Linear Networks:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Supplemental revenue detail
Domestic Channels$11,978 $11,488 4  %
International Channels2,844 2,951 (4) %
$14,822 $14,439 3  %
Supplemental operating income detail
Domestic Channels$3,237 $3,401 (5) %
International Channels614 723 (15) %
Equity in the income of investees463 454 2  %
$4,314 $4,578 (6) %

service.
51

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Direct-to-Consumer
Operating resultsHigher programming and production costs at Hulu were attributable to more content provided on the service and increased subscriber-based fees for Direct-to-Consumer are as follows: 
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
Subscription fees$7,485 $5,546 35  %
Advertising1,871 1,599 17  %
TV/SVOD distribution and other237 358 (34) %
Total revenues9,593 7,503 28  %
Operating expenses(8,324)(6,135)(36) %
Selling, general, administrative and other(2,565)(1,980)(30) %
Depreciation and amortization(184)(144)(28) %
Operating Loss$(1,480)$(756)(96) %
Revenuesprogramming the Live TV service, which resulted from rate increases and an increase in the number of subscribers.
The increasedecrease in subscription feesprogramming and production costs at ESPN+ and other was due to increasesfewer docuseries and lower costs for soccer and NHL programming, partially offset by higher rights costs for UFC programming. The decreases in soccer and NHL programming reflected the impact from a greater percentage of 21% from higher subscribers driven by growthgames aired or simulcast at Disney+, Hulu and ESPN+, and 14% from higher rates due to increases in retail pricing at Disney+, Hulu and, to a lesser extent, ESPN+.
Advertising revenue growth was due to increases of 9% from higher impressions reflecting increases at Disney+, Hulu and ESPN+, and 7% from higher rates due to an increase at Hulu.
The decrease in TV/SVOD distribution and other revenue was due to the absence of Disney+ Premier Access revenuesLinear Networks in the current period compared to revenuesthe prior-year period. Higher costs for RayaUFC programming rights were attributable to two additional events and an increase in contractual rates.
Other operating expenses increased due to higher technology and distribution costs at Disney+.
Selling, general, administrative and other costs decreased $380 million, to $2,185 million from $2,565 million, due to lower marketing costs at Disney+.
Operating Loss from Direct-to-Consumer
The operating loss from Direct-to-Consumer increased $232 million, to $1,712 million from $1,480 million, due to lower operating income at Hulu and a higher loss at Disney+, partially offset by improved results at ESPN+.
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
TV/SVOD distribution$1,607 $2,172 (26) %
Theatrical distribution1,907   753   >100  %
Home entertainment283   524   (46) %
Other860 850 1  %
Total revenues4,657 4,299 8  %
Operating expenses(3,460)(2,857)(21) %
Selling, general, administrative and other(1,297)(1,381)6  %
Depreciation and amortization(163)(143)(14) %
Equity in the income loss of investees1 — nm
Operating Loss$(262)$(82)>(100) %
Revenues
The decrease in TV/SVOD distribution revenue was due to lower sales of both theatrical film and episodic television content. The decrease in theatrical film content was due to lower sales volume including the Last Dragonimpact of the shift from licensing content to third parties to distributing it on our DTC services. The decrease in sales of episodic television content was due to non-returning series, which were sold in the prior-year period, period.
The increase in theatrical distribution revenue was due to the release of Avatar: The Way of Water, Black Panther: Wakanada Forever and a decrease in UFC pay-per-view fees. The decrease in UFC pay-per-view fees reflectedAnt-Man and the impact of airing five eventsWasp: Quantumania in the current period compared to seven Eternals, the co-produced title Spider-Man: No Way Home and Encanto in the prior-year period. Other titles released in the current period included The Menu and Strange World, while other titles released in the prior-year period partially offset by higher pricing.included Death on the Nile, The King’s Man, West Side Story and Ron’s Gone Wrong.
The following tables present Average Monthly Revenue Per Paid Subscriber for the six months ended (see additional discussion of metrics under quarterly results analysis of Business Segment Results):
 % Change
Better
(Worse)
April 2,
2022
April 3,
2021
Disney+
Domestic (U.S. and Canada)$6.49 $5.91 10  %
International (excluding Disney+ Hotstar)6.17 4.97 24  %
Disney+ (excluding Disney+ Hotstar)6.33 5.51 15  %
Disney+ Hotstar0.89 0.70 27  %
Global Disney+4.38 4.01 9  %
ESPN+4.92 4.52 9  %
Hulu
SVOD Only12.87 12.77 1  %
Live TV + SVOD87.89 78.31 12  %
The average monthlydecrease in home entertainment revenue per paid subscriber for domestic Disney+ increased from $5.91 to $6.49was primarily due to an increase in retail pricinglower unit sales of new release and a lower mix of wholesale subscribers, partially offset by a higher number of subscribers to multi-product offerings.
The average monthly revenue per paid subscriber for international Disney+ (excluding Disney+ Hotstar) increased from $4.97 to $6.17 due to increases in retail pricing, partially offset by an unfavorable foreign exchange impact.
The average monthly revenue per paid subscriber for Disney+ Hotstar increased from $0.70 to $0.89 due to launches in new territories with higher average prices and higher per-subscriber advertising revenue, partially offset by a higher mix of wholesale subscribers.catalog titles.
52

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The average monthly revenue per paid subscriber for ESPN+ increased from $4.52 to $4.92 driven by an increase in retail pricing and higher per-subscriber advertising revenue, partially offset by a higher mix of subscribers to multi-product offerings.
The average monthly revenue per paid subscriber for the Hulu SVOD Only service increased from $12.77 to $12.87 due to an increase in retail pricing, partially offset by a higher mix of subscribers to multi-product offerings and lower per-subscriber advertising revenue.
The average monthly revenue per paid subscriber for the Hulu Live TV + SVOD service increased from $78.31 to $87.89 due to increases in retail pricing, higher per-subscriber advertising revenue and an increase in per-subscriber premium and feature add-on revenue, partially offset by a higher mix of subscribers to multi-product offerings.
Costs and Expenses
Operating expenses are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Programming and production costs
Disney+$(2,116) $(1,169)(81) %
Hulu(3,745) (3,250)(15) %
ESPN+ and other(881) (546)(61) %
Total programming and production costs(6,742) (4,965) (36) %
Other operating expense(1,582) (1,170)(35) %
$(8,324) $(6,135) (36) %
The increase in programming and production costs at Disney+ was due to more content provided on the service.
Higher programming and production costs at Hulu were primarily due to higher subscriber-based fees for programming the Live television service due to the carriage of more networks, an increase in the number of subscribers and rate increases.
The increase in programming and production costs at ESPN+ and other was primarily due to new National Hockey League programming.
Other operating expenses increased primarily due to higher technology and distribution costs at Disney+ due to growth in existing markets and, to a lesser extent, expansion to new markets.
Selling, general, administrative and other costs increased $585 million, to $2,565 million from $1,980 million, due to higher marketing costs at Disney+ and Hulu.
Depreciation and amortization increased $40 million, to $184 million from $144 million, due to increased investment in technology assets at Disney+ and Hulu.
Operating Loss from Direct-to-Consumer
The operating loss from Direct-to-Consumer increased $724 million, to $1,480 million from $756 million, due to higher losses at Disney+ and ESPN+, partially offset by improved results at Hulu.
53

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
TV/SVOD distribution$2,172 $2,366 (8) %
Theatrical distribution753   140   >100  %
Home entertainment524   519   1  %
Other850 593 43  %
Total revenues4,299 3,618 19  %
Operating expenses(2,857)(2,210)(29) %
Selling, general, administrative and other(1,381)(757)(82) %
Depreciation and amortization(143)(158)9  %
Equity in the income (loss) of investees —  %
Operating Income (Loss)$(82)$500 nm
Revenues
The decrease in TV/SVOD distribution revenue reflected lower episodic television content sales due to higher sales of Modern Family and How I Met Your Mother in the prior-year period.
The increase in theatrical distribution revenue was due to the release of 11 titles in the current period compared to four titles in the prior-year period and revenue from the co-production of Marvel’s Spider-Man: No Way Home. Titles released in the current period included Eternals, Encanto, Death on The Nile, The King’s Man and West Side Story. Titles released in the prior-year period included Soul, which was distributed internationally, and Raya And The Last Dragon.
The increase in other revenue was due to higher revenue from stage plays as a result of more performances in the current period.
Costs and Expenses
Operating expenses are as follows:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Programming and production costsProgramming and production costs$(2,169)$(1,792)(21) %Programming and production costs$(2,754)$(2,169)(27) %
Cost of goods sold and distribution costsCost of goods sold and distribution costs(688)(418)(65) %Cost of goods sold and distribution costs(706)(688)(3) %
$(2,857)$(2,210)(29) %$(3,460)$(2,857)(21) %
The increase in programming and production costs was due to higher production cost amortization driven by anattributable to the increase in theatrical revenue, and higher film cost impairments, partially offset by lower production cost amortization for TV/SVOD distributiondecreases due to lower revenue.TV/SVOD and home entertainment distribution revenues.
Higher cost of goods sold and distribution costs were dueattributable to the increases in stage play performances andincreased theatrical releases.distribution costs, partially offset by lower home entertainment volumes.
Selling, general, administrative and other costs increased $624decreased $84 million, to $1,381$1,297 million from $757$1,381 million, due to higherlower theatrical marketing costs.costs as fewer titles were released in the current period compared to the prior-year period.
Depreciation and amortization increased $20 million, to $163 million from $143 million, driven by increased investment in technology assets.
Operating IncomeLoss from Content Sales/Licensing and Other
Operating incomeThe operating loss from Content Sales/Licensing and Other decreased $582increased $180 million, to a loss of$262 million from $82 million, from income of $500 million,primarily due to lower TV/SVOD and home entertainment distribution results, partially offset by improved theatrical distribution results, higher film cost impairments and lower TV/SVOD distribution results.
54

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Items Excluded from Segment Operating Income Related to Disney Media and Entertainment Distribution
The following table presents supplemental information for items related to the DMED segment that are excluded from segment operating income:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
TFCF and Hulu acquisition amortization(1)
TFCF and Hulu acquisition amortization(1)
$(1,185)$(1,218)3  %
TFCF and Hulu acquisition amortization(1)
$(1,133)$(1,185)4  %
Content License Early TerminationContent License Early Termination(1,023)  —   nmContent License Early Termination   (1,023)  100  %
Restructuring and impairment charges(2)
Restructuring and impairment charges(2)
(195)(304)36  %
Restructuring and impairment charges(2)
(191)(195)2  %
Gain on sale of a businessGain on sale of a business28   —   nm
(1)In the current period, amortization of intangible assets was $821 million and amortization of step-up on film and television costs was $306 million. In the prior-year period, amortization of intangible assets was $866 million and amortization of step-up on film and television costs was $313 million and amortization of intangible assets was $866 million. In the prior-year period, amortization of step-up on film and television costs was $321 million and amortization of intangible assets was $890 million.
(2)Charges for the current period were primarily for severance and exiting our businesses in Russia. Charges for the prior-year period were due to the impairment of an intangible asset related to the Disney Channel in Russia. Charges for the prior-year period included asset impairments and severance costs related to the planned closure of an animation studio.
Disney Parks, Experiences and Products
Operating results for the DPEP segment are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Revenues
Theme park admissions$4,125 $1,146 >100  %
Parks & Experiences merchandise, food and beverage3,141 1,111 >100  %
Resorts and vacations2,896 946 >100  %
Merchandise licensing and retail2,727 2,843 (4) %
Parks licensing and other997 715 39  %
Total revenues13,886 6,761 >100  %
Operating expenses(6,936)(4,738)(46) %
Selling, general, administrative and other(1,546)(1,338)(16) %
Depreciation and amortization(1,191)(1,193)—  %
Equity in the loss of investees(8)(17)53  %
Operating Income (Loss)$4,205   $(525)  nm
COVID-19
Revenues at DPEP benefited from the comparison to the closures/reduced operating capacity at our theme parks and experiences in the prior-year period as a result of the impact of COVID-19. Walt Disney World Resort and Tokyo Disney Resort were open for the entire period in both the current and prior year. Disneyland Resort and Disneyland Paris were open for the entire current period, whereas Disneyland Resort was closed for all of the prior-year period, and Disneyland Paris was open for 26 days in the period-year period. Shanghai Disney Resort was open for 167 days in the current period and open for all of the prior-year period. Hong Kong Disneyland Resort was open for 71 days in the current period and 75 days in the prior-year period. Cruise ships operated at reduced capacities in the current period while sailings were suspended in the prior-year period.
Revenues
The increase in theme park admissions revenue was due to attendance growth and higher average per capita ticket revenue, which reflected a favorable attendance mix and the introduction of Genie+ and Lightning Lane in the first quarter of fiscal 2022.
Parks & Experiences merchandise, food and beverage revenue growth was due to increases in volumes and average guest spending.
Higher resorts and vacations revenue was primarily due to increases in occupied hotel room nights, average daily hotel room rates and passenger cruise days.
5553

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Disney Parks, Experiences and Products
Operating results for the DPEP segment are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Revenues
Theme park admissions$5,069 $4,125 23  %
Parks & Experiences merchandise, food and beverage3,883 3,141 24  %
Resorts and vacations3,929 2,896 36  %
Merchandise licensing and retail2,557 2,727 (6) %
Parks licensing and other1,074 997 8  %
Total revenues16,512 13,886 19  %
Operating expenses(8,245)(6,936)(19) %
Selling, general, administrative and other(1,752)(1,546)(13) %
Depreciation and amortization(1,294)(1,191)(9) %
Equity in the loss of investees(2)(8)75  %
Operating Income$5,219   $4,205   24  %
Revenues
The increase in theme park admissions revenue was due to increases of 14% from attendance growth and 10% from higher average per capita ticket revenue.
Parks & Experiences merchandise, food and beverage revenue growth reflected increases of 16% from higher volumes and 5% from higher average guest spending.
Higher resorts and vacations revenue was attributable to increases of 20% from additional passenger cruise days and 8% from higher occupied hotel room nights.
The decrease in merchandise licensing and retail revenue was due to decreases of 2% from retail, 2% from merchandise licensing and 1% from an unfavorable Foreign Exchange Impact. Lower retail revenue was due to a decrease of 8% from retail, partially offset by an increase of 4% from merchandise licensing.in sales at our publishing business and lower online sales. The decrease in retail revenuesmerchandise licensing revenue was due to the closure of a substantial number of Disney-branded retail stores in North America and Europe in the second half of fiscal year 2021. The revenue growth at merchandise licensing was due to higherlower sales of merchandise based on Mickey and Minnie, Disney Princesses, Star Wars Classic, Spider-Man and The Mandalorian, partially offset by a decrease in sales of merchandise based on Frozen.
The increase in parks licensing and other revenue was due todriven by increases in sponsorship revenue, real estate sales and royalties from Tokyo Disney Resort.Resort and co-branding and sponsorship revenues, partially offset by lower real estate sales.
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 (see additional discussion of metrics under the quarterly analysis of Business Segment Results):business:
 DomesticInternationalTotal
 Six Months EndedSix Months EndedSix Months Ended
 April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
Parks
Increase (decrease)
Attendance>100  %(70) %>100  %(54) %>100  %(67) %
Per Capita Guest Spending25  %4  %19  %(10) %29  %(2) %
Hotels
Occupancy78  %31  %49  %11  %71  %27  %
Available Room Nights (in thousands)5,0625,2931,5871,5876,6496,880
Per Room Guest Spending$452$349$336$371$433$351
Costs and Expenses
Operating expenses are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Operating labor$(3,125)  $(2,042)(53) %
Infrastructure costs(1,227)(1,065)(15) %
Cost of goods sold and distribution costs(1,440)(1,008)(43) %
Other operating expense(1,144)(623)(84) %
$(6,936)$(4,738)  (46) %
The increases in operating labor, cost of goods sold and distribution costs and other operating expenses were due to higher volumes, while the increase in infrastructure costs was due to higher volumes and increased technology spending.
Selling, general, administrative and other costs increased $208 million, to $1,546 million from $1,338 million, due to higher marketing spend.
Segment Operating Income (Loss)
Segment operating results increased from a loss of $525 million to income of $4.2 billion due to growth at our domestic parks and experiences and, to a less extent, our international parks and resorts.
 DomesticInternationalTotal
 Six Months EndedSix Months EndedSix Months Ended
 April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Parks
Increase (decrease)
Attendance9  %>100  %52  %>100  %19  %>100  %
Per Capita Guest Spending6  %25  %21  %19  %4  %29  %
Hotels
Occupancy89  %78  %70  %49  %84  %71  %
Available Hotel Room Nights (in thousands)5,0385,0621,5871,5876,6256,649
Change in Per Room Guest Spending1  %31  %16  %(10) %2  %24  %
5654

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Costs and Expenses
Operating expenses are as follows:
 Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Operating labor$(3,615)  $(3,125)(16) %
Cost of goods sold and distribution costs(1,679)(1,440)(17) %
Infrastructure costs(1,472)(1,227)(20) %
Other operating expense(1,479)(1,144)(29) %
$(8,245)$(6,936)  (19) %
The increase in operating labor was attributable to higher volumes, inflation and increased costs for new guest offerings. Cost of goods sold and distribution costs increased due to higher volumes, while the increase in infrastructure costs was primarily attributable to higher operations support costs and increased technology spending. Other operating expense increased primarily due to volume growth, inflation, higher operations support costs and increased costs for new guest offerings, partially offset by a favorable Foreign Exchange Impact.
Selling, general, administrative and other costs increased $206 million, to $1,752 million from $1,546 million, driven by a loss on the disposal of our ownership interest in Villages Nature and higher marketing spend.
Depreciation and amortization increased $103 million, to $1,294 million from $1,191 million, due to higher depreciation at our domestic theme parks and resorts.
Segment Operating Income
Segment operating income increased from $4.2 billion to $5.2 billion due to growth at our domestic and international parks and experiences, partially offset by a decrease at our consumer products business.
The following table presents supplemental revenue and operating income (loss) detail for the DPEP segment:
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Supplemental revenue detail
Parks & Experiences
Domestic$9,698 $3,224 >100  %
International1,435   640   >100  %
Consumer Products2,753 2,897 (5) %
$13,886 $6,761 >100  %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic$2,940 $(1,385)nm
International(247)(642)62  %
Consumer Products1,512 1,502 1  %
$4,205 $(525)nm
Items Excluded from Segment Operating Income Related to Disney Parks, Experiences and Products
The following table presents supplemental information for items related to the DPEP segment that are excluded from segment operating income:
Six Months Ended% Change
Better
(Worse)
(in millions)April 2,
2022
April 3,
2021
Restructuring and impairment charges(1)
$   $(217)  100  %
TFCF and Hulu acquisition amortization(4)  (4)  —  %

(1)The prior-year period includes asset impairments and severance costs related to the planned closure of a substantial number of our Disney-branded retail stores and severance costs related to other workforce reductions.
Six Months Ended% Change
Better
(Worse)
(in millions)April 1,
2023
April 2,
2022
Supplemental revenue detail
Parks & Experiences
Domestic$11,644 $9,698 20  %
International2,278   1,435   59  %
Consumer Products2,590 2,753 (6) %
$16,512 $13,886 19  %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic$3,632 $2,940 24  %
International235 (247)nm
Consumer Products1,352 1,512 (11) %
$5,219 $4,205 24  %
CORPORATE AND UNALLOCATED SHARED EXPENSES
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
Quarter Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
April 1,
2023
April 2,
2022
Corporate and unallocated shared expensesCorporate and unallocated shared expenses$(272)$(201)(35) %$(500)$(433)(15) %Corporate and unallocated shared expenses$(279)$(272)(3) %$(559)$(500)(12) %
Corporate and unallocated shared expenses for the quarter increased $71 million, from $201 million to $272 million, driven by the timing of allocations to operating segments. Corporate and unallocated shared expenses for the current period increased $67$59 million, from $433$500 million to $500$559 million, driven by higher compensationprimarily due to marketing spend on the Disney100 celebration and human resource-related costs.increases in technology costs and rent expense.
5755

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
FINANCIAL CONDITION
The change in cash and cash equivalents is as follows:
Six Months Ended% Change
Better
(Worse)
Six Months Ended% Change
Better
(Worse)
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Cash provided by operations - continuing operationsCash provided by operations - continuing operations$1,556 $1,468 6  %Cash provided by operations - continuing operations$2,262 $1,556 45  %
Cash used in investing activities - continuing operationsCash used in investing activities - continuing operations(2,024)(1,327)(53) %Cash used in investing activities - continuing operations(2,541)(2,024)(26) %
Cash used in financing activities - continuing operationsCash used in financing activities - continuing operations(2,097)   (2,241)   6  %Cash used in financing activities - continuing operations(1,126)   (2,097)   46  %
Cash (used in) provided by discontinued operations(4)nm
Cash used in discontinued operationsCash used in discontinued operations (4)100  %
Impact of exchange rates on cash, cash equivalents and restricted cashImpact of exchange rates on cash, cash equivalents and restricted cash(116)70 nmImpact of exchange rates on cash, cash equivalents and restricted cash197 (116)nm
Change in cash, cash equivalents and restricted cashChange in cash, cash equivalents and restricted cash$(2,685)$(2,022)(33) %Change in cash, cash equivalents and restricted cash$(1,208)$(2,685)55  %
Operating Activities
Cash provided by continuing operating activitiesoperations increased 6%$706 million to $2,262 million for the current period compared to $1,556 million in the prior-year period. The increase was due to higher operating cash flow at DPEP and lower severance payments, partially offset by lower operating cash flow at DMED and a partial payment for the Content License Early Termination. The increase in operating cash flow at DPEP was due toresulting from higher operating cash receipts driven by higher revenue, partially offset by an increase inhigher operating cash disbursements due to higher operating expenses. The decrease in operating cash flow at DMED was due to higher operating cash disbursements and higher spending on film and television productions, partially offset by higher operating cash receipts. Higher operating cash disbursements were driven by increased operating expenses while higher operating cash receipts were due to revenue growth.
Produced and licensed programming costs
The DMED segment incurs costs to produce and license feature film and television content. Film and television production costs include all internally produced content such as live-action and animated feature films, television series, television specials and theatrical stage plays. Programming costs include film or television content rights licensed from third parties for use on the Company’s Linear Networks and DTC 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 six months ended April 1, 2023 and April 2, 2022 are as follows:
 Six Months Ended
(in millions)April 1,
2023
April 2,
2022
Beginning balances:
Produced and licensed programming assets$37,667 $31,732 
Programming liabilities(3,940)  (4,113)  
33,727 27,619 
Spending:
Programming licenses and rights7,498 7,335 
Produced film and television content7,336 7,586 
14,834 14,921 
Amortization:
Programming licenses and rights(7,735)(7,650)
Produced film and television content(6,275)(4,992)
(14,010)(12,642)
Change in produced and licensed content costs824 2,279 
Other non-cash activity12 215 
Ending balances:
Produced and licensed programming assets38,821 34,145 
Programming liabilities(4,258)(4,032)
$34,563 $30,113 
The Company currently expects its fiscal 2023 spend on produced and licensed content, including sports rights, to be roughly comparable with fiscal 2022 spend of $30 billion.
58
56

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The Company’s film and television production and programming activity for the six months ended April 2, 2022 and April 3, 2021 are as follows:
 Six Months Ended
(in millions)April 2,
2022
April 3,
2021
Beginning balances:
Produced and licensed programming assets$31,732 $27,193 
Programming liabilities(4,113)  (4,099)  
27,619 23,094 
Spending:
Programming licenses and rights7,335 6,649 
Produced film and television content7,586 5,607 
14,921 12,256 
Amortization:
Programming licenses and rights(7,650)(6,762)
Produced film and television content(4,992)(3,809)
(12,642)(10,571)
Change in internally produced and licensed content costs2,279 1,685 
Other non-cash activity215 139 
Ending balances:
Produced and licensed programming assets34,145 29,062 
Programming liabilities(4,032)(4,144)
$30,113 $24,918 
The Company currently expects its fiscal 2022 spend on produced and licensed content, including sports rights, to be as much as approximately $32 billion, or approximately $7 billion more than fiscal 2021 spend of $25 billion. The increase is driven by higher spend to support our DTC expansion and generally assumes no significant disruptions to production due to COVID-19.
Investing Activities
Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture activity. The Company’s investments in parks, resorts and other property for the six months ended April 2, 20221, 2023 and April 3, 20212, 2022 are as follows:
(in millions)(in millions)April 2,
2022
April 3,
2021
(in millions)April 1,
2023
April 2,
2022
Disney Media and Entertainment DistributionDisney Media and Entertainment Distribution$334   $369   Disney Media and Entertainment Distribution$548   $334   
Disney Parks, Experiences and ProductsDisney Parks, Experiences and ProductsDisney Parks, Experiences and Products
DomesticDomestic1,047 656 Domestic1,024 1,047 
InternationalInternational391 355 International410 391 
Total Disney Parks, Experiences and ProductsTotal Disney Parks, Experiences and Products1,438 1,011 Total Disney Parks, Experiences and Products1,434 1,438 
CorporateCorporate288 150 Corporate448 288 
$2,060 $1,530 $2,430 $2,060 
Capital expenditures at the DMED segment primarily reflect investments in technology and in facilities and equipment for expanding and upgrading broadcast centers, production facilities and television station facilities. The increase in the current period compared to the prior-year period was driven by higher technology spending to support our streaming services.
Capital expenditures forat the DPEP segment are principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and technology. The increase in the current period compared to the prior-year period was primarily due to the temporary suspension of certain capital projects in the prior-year period as a result of COVID-19 and higher spend in the current period on cruise ships and other guest offerings.
59

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Capital expenditures at Corporate primarily reflect investments in corporate facilities, technology and equipment. The increase in the current period compared to the prior-year period was driven bydue to higher spendspending on corporate facilities.
The Company currently expects its fiscal 20222023 capital expenditures willto be approximately $5.5 billion compared to fiscal 2021 capital expenditures of $3.6$5.6 billion. Fiscal 2022 spend was $5 billion. The expected increase in capital expenditures is due to higher spending at DMED and on cruise ship fleet expansion, corporateCorporate facilities, and production facilities and technologypartially offset by lower spending at the DMED segment.DPEP.
Financing Activities
Cash used in financing activities was $2.1$1.1 billion in the current six months compared to $2.2$2.1 billion in the prior-year six months. In the current six months, the Company had a decreaseCash used in net borrowings of $1.5 billion compared to a decrease in net borrowings of $1.9 billion in the prior-year six months. The lower decrease in net borrowings was partially offset by lower proceeds from exercise of stock options ($0.1 billionfinancing activities in the current six months comparedwas due to $0.4 billionthe purchase of a redeemable non-controlling interest and a reduction in borrowings, partially offset by the sale of a non-controlling interest. Cash used in financing activities in the prior-year six months).months was due to a reduction in net borrowings.
See Note 5 to the Condensed Consolidated Financial Statements for a summary of the Company’s borrowing activities during the six months ended April 2, 20221, 2023 and information regarding the Company’s bank facilities. The Company may use operating cash flows, commercial paper borrowings up to the amount of its unused $12.25 billion bank facilities maturing in March 2023, March 2025 and March 2027, and incremental term debt issuances to retire or refinance other borrowings before or as they come due.
The Company’s operating cash flow and access to the capital markets can be impacted by factors outside of its control, including COVID-19, which had an adverse impact on the Company’s operating cash flows in fiscal 2020 and 2021.control. We believe that the Company’s financial condition remainsis 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, andcontractual obligations, upcoming debt maturities as well as future capital expenditures related to the expansion of existing businesses and development of new projects. Depending on the unknowable duration and severity of the future impacts of COVID-19 and its variants,In addition, the Company may take mitigating actions in the futurecould undertake other measures to ensure sufficient liquidity, such as continuing to not declare dividends (the Company did not pay a dividend with respect to fiscal 2020 and 2021 operations and has not declared or paid a dividend with respect to fiscal 2022 operations); reducing or not making certain payments, such as some contributions to our pension and postretirement medical plans;dividends; raising financing; suspending or reducing capital spending; reducing film and television content investments; or implementing furloughs or reductions in force. The impacts on our operating cash flows are subject to uncertainty and may require us to rely more heavily on external funding sources, such as debt and other types of financing.
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 April 2, 2022,1, 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 BBB+ and A-2 (Stable)(Positive), respectively, and Fitch’s long- and short-term debt ratings for the Company were A- and F2 (Stable), respectively. On April 4, 2022, Standard and Poor’s revised its outlook on the Company to Positive from Stable and affirmed its BBB+ long-term issuer credit rating. 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, whichcosts. On April 1, 2023, the Company met on April 2, 2022,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.
57

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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).
60

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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 April 2, 20221, 2023 was as follows:
TWDCLegacy DisneyTWDCLegacy Disney
(in millions)(in millions)Par ValueCarrying ValuePar ValueCarrying Value(in millions)Par ValueCarrying ValuePar ValueCarrying Value
Registered debt with unconditional guaranteeRegistered debt with unconditional guarantee$37,350$38,403$9,199$9,070Registered debt with unconditional guarantee$35,363$35,944$8,125$7,921
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.
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.
58

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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)Six monthsMonths Ended April 2, 20221, 2023
Revenues$
Costs and expenses
Net income (loss) from continuing operations(535)(841)
Net income (loss)(535)(841)
Net income (loss) attributable to TWDC shareholders(535)(841)
Balance Sheet (in millions)Balance Sheet (in millions)April 2, 2022October 2, 2021Balance Sheet (in millions)April 1, 2023October 1, 2022
Current assetsCurrent assets$6,024$9,506Current assets$3,610$5,665
Noncurrent assetsNoncurrent assets1,7291,689Noncurrent assets2,0781,948
Current liabilitiesCurrent liabilities6,0546,878Current liabilities3,9333,741
Noncurrent liabilities (excluding intercompany to non-Guarantors)Noncurrent liabilities (excluding intercompany to non-Guarantors)49,25951,439Noncurrent liabilities (excluding intercompany to non-Guarantors)45,98246,218
Intercompany payables to non-GuarantorsIntercompany payables to non-Guarantors147,027147,629Intercompany payables to non-Guarantors147,989148,958
COMMITMENTS AND CONTINGENCIES
Legal Matters
As disclosed in Note 13 to the Condensed Consolidated Financial Statements, the Company has exposure for certain legal matters.
Guarantees
See Note 1514 to the Consolidated Financial Statements in the 20212022 Annual Report on Form 10-K.
Tax Matters
As disclosed in Note 109 to the Consolidated Financial Statements in the 20212022 Annual Report on Form 10-K, the Company has exposure for certain tax matters.
61

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Contractual Commitments
See Note 1514 to the Consolidated Financial Statements in the 20212022 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 20212022 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
59

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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 factorsfactor affecting estimates of Ultimate Revenues areis 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 periodicallyon a regular basis for changes. Adjustments to projected usage are applied prospectively in the period of the change. The most sensitive factors affecting projected usage are historical and estimated viewing patterns. If projected usage changes we may need to accelerate or slow the recognition of amortization expense.
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 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 our projections of revenues for each season relative to projections of total revenues over the contract period which(estimated relative value). Projected revenues include advertising revenue and an allocation of affiliate revenue (relative value).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 20212022 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 1110 to the Consolidated Financial Statements in the 20212022 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.
62

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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.
60

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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 apply what we believe to be the most appropriate valuation methodology for each of our reporting units. We generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate. The discounted cash flow analyses are sensitive to our estimates of future revenue growth and margins for these businesses as well as the discount rates used to calculate the present value of future cash flows. In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are subject to a greater degree of uncertainty than usual. We believe our estimates are consistent with how a marketplace participant would value our reporting units. If we had established different reporting units or utilized different valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record impairment charges.
To test its other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows.
The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based 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 valueamount 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
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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, 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.
Impacts of COVID-19 on Accounting Policies and Estimates
In light of the currently unknown ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies and may make changes to these estimates and judgments over time. This could result in meaningful impacts to our financial statements in future periods as discussed below.
Produced and Acquired/Licensed Content Costs
Certain of our completed or in progress film and television productions have had their initial release dates delayed. The duration of the delay, market conditions when we release the content, or a change in our release strategy (e.g. bypassing certain distribution windows) could have an impact on Ultimate Revenues, which may accelerate amortization or result in an impairment of capitalized film and television production costs.
Given the ongoing uncertainty around live sporting events continuing uninterrupted, the amount and timing of revenues derived from the broadcast of these events may differ from the projections of revenues that support our amortization pattern of the rights costs we pay for these events. Such changes in revenues could result in an acceleration or slowing of the amortization of our sports rights costs.
Revenue Recognition
Certain of our affiliate contracts contain commitments with respect to the content to be aired on our television networks (e.g. live sports or original content). If there are delays or cancellations of live sporting events or disruptions to film and television content production activities, we may need to assess the impact on our contractual obligations and adjust the revenue that we recognize related to these contracts.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Goodwill, Other Intangible Assets, Long-Lived Assets and Investments
Given the ongoing impacts of COVID-19 across our businesses, the projected cash flows that we use to assess the fair value of our businesses and assets for purposes of impairment testing are subject to greater uncertainty than normal. If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets.
Income Tax (See Note 8 to the Condensed Consolidated Financial Statements)
The determination of interim period tax provisions generally requires the use of a forecasted full-year effective tax rate, which in turn requires a full year forecast of earnings before tax and tax expense. Given the uncertainties created by COVID-19, these forecasts are subject to greater than normal variability, which could lead to volatility in our reported quarterly effective tax rates.
Risk Management Contracts
The Company employs a variety of financial instruments (derivatives) including interest rate and cross-currency swap agreements and forward and option contracts to manage its exposure to fluctuations in interest rates, foreign currency exchange rates and commodity prices.
As a result of the impact of COVID-19 on our businesses, our projected cash flows or projected usage of commodities are subject to a greater degree of uncertainty, which may cause us to recognize gains or losses on our hedging instruments in different periods than the hedged transaction.
New Accounting Pronouncements
See Note 17 to the Condensed Consolidated Financial Statements for information regarding new accounting pronouncements.
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.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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.
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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 April 2, 2022,1, 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 second quarter of fiscal 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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, including those described in “Risk Factors” in our 2021 Annual Report on Form 10-K andperformance. 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. There have been no material changesSEC, the most significant factors affecting our business include the factors discussed in our risk factors from those disclosed in our 20212022 Annual Report on Form 10-K.10-K under the Item 1A, “Risk Factors” and the following additional factors:
BUSINESS, ECONOMIC, MARKET and OPERATING CONDITION RISKS
Changes in technology, in consumer consumption patterns and in how entertainment products are created may affect demand for our entertainment products, the revenue we can generate from these products or the cost of producing or distributing products.
The media entertainment and internet businesses in which we participate increasingly depend on our ability to successfully adapt to new technologies, including shifting patterns of content consumption and how entertainment products are generated. New technologies affect the demand for our products, the manner in which our products are distributed to consumers, ways we charge for and receive revenue for our entertainment products and the stability of those revenue streams, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of our entertainment products and the options available to advertisers for reaching their desired audiences. These developments have impacted the business model for certain traditional forms of distribution, as evidenced by the industry-wide decline in ratings for broadcast television, the reduction in demand for home entertainment sales of theatrical content, the development of alternative distribution channels for broadcast and cable programming and declines in subscriber levels for traditional cable channels, including for a number of our networks. In addition, theater-going to watch movies currently is, and may continue to be, below pre-COVID-19 levels. Declines in linear viewership have resulted in decreased advertising revenue. Rules governing new technological developments, such as developments in generative AI, remain unsettled, and these developments may affect aspects of our existing business model, including revenue streams for the use of our IP and how we create our entertainment products. In order to respond to the impact of new technologies on our businesses, we regularly consider, and from time to time implement, changes to our business models, most recently by developing, investing in and acquiring DTC products, initiating plans to again reorganize our media and entertainment businesses to advance our DTC strategies, and developing new media offerings. There can be no assurance that our DTC offerings, new media offerings and other efforts will successfully respond to technological changes. In addition, declines in certain traditional forms of distribution may increase the cost of content allocable to our DTC offerings, negatively impacting the profitability of our DTC offerings. We expect to forgo revenue from traditional sources, particularly as we expand our DTC offerings. To date we have experienced significant losses in our DTC businesses. There can be no assurance that the DTC model and other business models we may develop will ultimately be profitable or as profitable as our existing or historic business models.
The success of our businesses is highly dependent on the existence and maintenance of intellectual property rights in the entertainment products and services we create.
The value to us of our IP is dependent on the scope and duration of our rights as defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our IP may decrease, or the cost of obtaining and maintaining rights may increase. The terms of some copyrights for IP related to some of our products and services have expired and other copyrights will expire in the future. For example, in the United States and countries that look to the United States copyright term when shorter than their own, the copyright term for early works such as the short film Steamboat Willie (1928), and the specific early versions of characters depicted in those works, expires at the end of the 95th calendar year after the date the copyright was originally secured in the United States. As copyrights expire, we expect that revenues generated from such IP will be negatively impacted to some extent.
The unauthorized use of our IP may increase the cost of protecting rights in our IP or reduce our revenues. The convergence of computing, communication and entertainment devices, increased broadband internet speed and penetration, increased availability and speed of mobile data transmission and increasingly sophisticated attempts to obtain unauthorized access to data systems have made the unauthorized digital copying and distribution of our films, television productions and other creative works easier and faster and protection and enforcement of IP rights more challenging. The unauthorized distribution and access to entertainment content generally continues to be a significant challenge for IP rights holders.
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Inadequate laws or weak enforcement mechanisms to protect entertainment industry IP in one country can adversely affect the results of the Company’s operations worldwide, despite the Company’s efforts to protect its IP rights. COVID-19 and distribution innovation in response to COVID-19 has increased opportunities to access content in unauthorized ways. Additionally, negative economic conditions coupled with a shift in government priorities could lead to less enforcement. These developments require us to devote substantial resources to protecting our IP against unlicensed use and present the risk of increased losses of revenue as a result of unlicensed distribution of our content and other commercial misuses of our IP. The legal landscape for some new technologies, including some generative AI, remains uncertain, and development of the law in this area could impact our ability to protect against infringing uses.
With respect to IP developed by the Company and rights acquired by the Company from others, the Company is subject to the risk of challenges to our copyright, trademark and patent rights by third parties. In addition, the availability of copyright protection and other legal protections for IP generated by certain new technologies, such as generative AI, is uncertain. Successful challenges to our rights in IP may result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from or utilize the IP that is the subject of challenged rights. From time to time, the Company has been notified that it may be infringing certain IP rights of third parties. Technological changes in industries in which the Company operates and extensive patent coverage in those areas may increase the risk of such claims being brought and prevailing.
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. Some of these regulations include:
U.S. FCC regulation of our television and radio networks, our national programming networks and our owned television stations. See our 2022 Annual Report on Form 10-K under Item 1 — Business — Disney Media and Entertainment Distribution, Federal Regulation.
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 potential regulation regarding the sourcing, importation and the sale of goods.
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 2019 India implemented regulation and tariffs impacting certain bundling of channels; in 2022 the U.S. and other countries implemented a series of sanctions against Russia in response to events in Russia and Ukraine; U.S. agencies have enhanced trade restrictions, and legislation is currently under consideration that would prohibit importation of goods from certain regions; U.S. state governments have become more active in passing legislation targeted at specific sectors and companies; and in many countries/regions around the world (including but not limited to the EU) regulators are requiring us to broadcast on our linear (or display on our DTC streaming services) programming produced in specific countries as well as invest specified amounts of our revenues in local content productions. In Florida, steps directed at the Company (including the passage of legislation) have been taken and future actions have been threatened, which collectively could negatively impact (and may have already impacted) our ability to execute on our business strategy, our costs and the profitability of our operations in Florida.
Public health and other regional, national, state and local regulations and policies impacted most of our businesses as a result of COVID-19. Government requirements may continue to be extended or be reinstated and new government requirements may be imposed to address COVID-19 or future health outbreaks or pandemics.
A variety of uncontrollable events may disrupt our businesses, reduce demand for or consumption of our products and services, impair our ability to provide our products and services or increase the cost or reduce the profitability of providing our products and services.
The operation and profitability of our businesses and demand for and consumption of our products and services, particularly our parks and experiences businesses, are highly dependent on the general environment for travel and tourism. In
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addition, we have extensive international operations, including our international theme parks and resorts, which are dependent on domestic and international regulations consistent with trade and investment in those regions. The operation of our businesses and the environment for travel and tourism, as well as demand for and consumption of our other entertainment products, can be significantly adversely affected in the U.S., globally or in specific regions as a result of a variety of factors beyond our control, including: health concerns (including as it has been by COVID-19 and could be by future health outbreaks and pandemics); adverse weather conditions arising from short-term weather patterns or long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, droughts, tsunamis and earthquakes); international, political or military developments, including trade and other international disputes and social unrest; a decline in economic activity; and terrorist attacks. These events and others, such as fluctuations in travel and energy costs and computer virus attacks, intrusions or other widespread computing or telecommunications failures, may also damage our ability to provide our products and services or to obtain insurance coverage with respect to some of these events. An incident that affected our property directly would have a direct impact on our ability to provide goods and services and could have an extended effect of discouraging consumers from attending our facilities. Moreover, the costs of protecting against such incidents, including the costs of protecting against the spread of COVID-19, reduces the profitability of our operations.
For example, hurricanes, including Hurricane Ian in late September 2022, which caused Walt Disney World Resort parks in Florida to close for two days, have impacted the profitability of Walt Disney World Resort and may do so in the future. The Company has paused certain operations in certain regions, including in response to sanctions, trade restrictions and related developments and the profitability of certain operations has been impacted as a result of events in the corresponding regions.
In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed goods and services by third parties, and the management of businesses operated under brands licensed from the Company, and we are therefore dependent on the successes of those third parties for that portion of our revenue. Third-party suppliers also provide products and services essential to the operation of a number of our businesses. A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third parties or materially impacted a supplier of a significant product or service, the profitability of one or more of our businesses could be adversely affected. In specific geographic markets, we have experienced delayed and/or partial payments from certain affiliate partners due to liquidity issues.
We obtain insurance against the risk of losses relating to some of these events, generally including certain physical damage to our property and resulting business interruption, certain injuries occurring on our property and some liabilities for alleged breach of legal responsibilities. When insurance is obtained it is subject to deductibles, exclusions, terms, conditions and limits of liability. The types and levels of coverage we obtain vary from time to time depending on our view of the likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and we may experience material losses not covered by our insurance. For example, many losses related to impacts of COVID-19 have not been covered by insurance.
Environmental, social and governance matters and any related reporting obligations may impact our businesses.
U.S. and international regulators, investors and other stakeholders are increasingly focused on environmental, social and governance matters. For example, new domestic and international laws and regulations relating to environmental, social and governance matters, including environmental sustainability and climate change, human capital management and cybersecurity, are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations. Our response will require additional investments and implementation of new practices and reporting processes, all entailing additional compliance risk. In addition, we have announced a number of related initiatives and goals, which will require ongoing investment, and there is no assurance that we will achieve any of these goals or that our initiatives will achieve their intended outcomes. Consumers’, government and other stakeholders’ perceptions of our efforts to achieve these goals often differ widely and present risks to our reputation and brands. In addition, our ability to implement some initiatives or achieve some goals is dependent on external factors. For example, our ability to meet certain environmental sustainability goals or initiatives may depend in part on third-party collaboration, mitigation innovations and/or the availability of economically feasible solutions at scale.
Labor disputes may disrupt our operations and adversely affect the profitability of one or more of our businesses.
A significant number of employees in various parts of our businesses, including employees of our theme parks, and writers, directors, actors, and production personnel for our productions are covered by collective bargaining agreements. In addition, some of our employees outside the U.S. are represented by works councils, trade unions or other employee associations. Further, the employees of licensees who manufacture and retailers who sell our licensed consumer products, and employees of providers of programming content (such as sports leagues) may be covered by labor agreements with their employers. From time to time, collective bargaining agreements and other labor agreements expire, requiring renegotiation of their terms. In general, labor disputes and work stoppages involving our employees; persons employed on our productions; or
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the employees of our licensees or retailers who sell our licensed consumer products or providers of programming content may disrupt our operations and reduce our revenues. For example, on May 2, 2023, members of the Writers Guild of America commenced a work stoppage. If this or another work stoppage by unions involved in production is prolonged, we may be unable to produce, distribute or license programming and theatrical releases, which could result in reduced revenue and have an adverse effect on our profitability. Resolution of disputes or negotiation of new agreements, including rate increases and other changes to employee benefits, has in the past increased our costs and may increase our costs in the future.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended April 2, 2022:1, 2023:
Period
Total
Number of
Shares
Purchased(1)
Weighted
Average
Price Paid
per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs(2)
January 2, 2022 - January 31, 202225,595$142.60na
February 1, 2022 - February 28, 202220,873150.26na
March 1, 2022 - April 2, 202224,942168.84na
Total71,410154.00na
Period
Total
Number of
Shares
Purchased(1)
Weighted
Average
Price Paid
per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs(2)
January 1, 2023 - January 31, 202334,406$98.24na
February 1, 2023 - February 28, 202324,514104.44na
March 1, 2023 - April 1, 202325,07095.11na
Total83,99099.11na
 
(1)71,41083,990 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan. These purchases were not made pursuant to a publicly announced repurchase plan or program.
(2)Not applicable as the Company no longer has a stock repurchase plan or program.
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ITEM 5. Other Items
None.
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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
10.1Filed herewith
10.2Filed herewith
10.3Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 7, 2023
10.1Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 9, 2022
10.2Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 9, 2022
10.3Exhibit 10.3 to the Current Report on Form 8-K of the Company filed March 9, 2022
22Filed herewith
31(a)Filed herewith
31(b)Filed herewith
32(a)Furnished
32(b)Furnished
101The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 20221, 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 notesFiled herewith
104Cover 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.

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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/ CHRISTINE M. MCCARTHY
 Christine M. McCarthy,
Senior Executive Vice President and Chief Financial Officer
May 11, 202210, 2023
Burbank, California
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