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 ~~July 2, 2022~~April 1, 2023

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

For the transition period from __________ to __________.

Commission File Number 001-38842


Delaware						83-0940635
State or Other Jurisdiction of						I.R.S. Employer Identification
Incorporation or Organization

500 South Buena Vista Street

Burbank, California 91521

Address of Principal Executive Offices and Zip Code

(818) 560-1000

Registrant’s Telephone Number, Including Area Code

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

DIS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

There were ~~1,823,057,777~~1,827,304,988 shares of common stock outstanding as of ~~August~~May 3, ~~2022.~~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.

PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited; in millions, except per share data)


		Quarter Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Revenues:	Revenues:									Revenues:
Services	Services	$	19,461	$	15,585	$	56,215	$	44,978	Services	$	19,586	$	17,212	$	40,583	$	36,754
Products	Products	2,043		1,437		6,357		3,906		Products	2,229		2,037		4,744		4,314
Total revenues	Total revenues	21,504		17,022		62,572		48,884		Total revenues	21,815		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)	(12,404)		(10,251)		(36,895)		(29,921)		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)	(1,278)		(982)		(3,948)		(2,869)		Cost of products (exclusive of depreciation and amortization)	(1,456)		(1,264)		(3,061)		(2,670)
Selling, general, administrative and other	Selling, general, administrative and other	(4,100)		(3,168)		(11,655)		(9,198)		Selling, general, administrative and other	(3,614)		(3,768)		(7,441)		(7,555)
Depreciation and amortization	Depreciation and amortization	(1,290)		(1,266)		(3,846)		(3,836)		Depreciation and amortization	(1,310)		(1,287)		(2,616)		(2,556)
Total costs and expenses	Total costs and expenses	(19,072)		(15,667)		(56,344)		(45,824)		Total costs and expenses	(19,540)		(17,649)		(41,059)		(37,272)
Restructuring and impairment charges	Restructuring and impairment charges	(42)		(35)		(237)		(562)		Restructuring and impairment charges	(152)		(195)		(221)		(195)
Other income (expense), net	Other income (expense), net	(136)		(91)		(730)		214		Other income (expense), net	149		(158)		107		(594)
Interest expense, net	Interest expense, net	(360)		(445)		(1,026)		(1,089)		Interest expense, net	(322)		(355)		(622)		(666)
Equity in the income of investees	Equity in the income of investees	225		211		674		648		Equity in the income of investees	173		210		364		449
Income from continuing operations before income taxes	Income from continuing operations before income taxes	2,119		995		4,909		2,271		Income from continuing operations before income taxes	2,123		1,102		3,896		2,790
Income taxes on continuing operations	Income taxes on continuing operations	(617)		133		(1,610)		9		Income taxes on continuing operations	(635)		(505)		(1,047)		(993)
Net income from continuing operations	Net income from continuing operations	1,502		1,128		3,299		2,280		Net income from continuing operations	1,488		597		2,849		1,797
Loss from discontinued operations, net of income tax benefit of $0, $2, $14 and $9, respectively		—		(5)		(48)		(28)
Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively										Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively	—		—		—		(48)
Net income	Net income	1,502		1,123		3,251		2,252		Net income	1,488		597		2,849		1,749
Net income from continuing operations attributable to noncontrolling interests	Net income from continuing operations attributable to noncontrolling interests	(93)		(205)		(268)		(416)		Net income from continuing operations attributable to noncontrolling interests	(217)		(127)		(299)		(175)

Net income attributable to Disney	Net income attributable to Disney	$	1,409	$	918	$	2,983	$	1,836	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):
Diluted	Diluted									Diluted
Continuing operations	Continuing operations	$	0.77	$	0.50	$	1.66	$	1.02	Continuing operations	$	0.69	$	0.26	$	1.39	$	0.89
Discontinued operations	Discontinued operations	—		—		(0.03)		(0.02)		Discontinued operations	—		—		—		(0.03)
		$	0.77	$	0.50	$	1.63	$	1.00		$	0.69	$	0.26	$	1.39	$	0.86
Basic	Basic									Basic
Continuing operations	Continuing operations	$	0.77	$	0.51	$	1.66	$	1.03	Continuing operations	$	0.70	$	0.26	$	1.40	$	0.89
Discontinued operations	Discontinued operations	—		—		(0.03)		(0.02)		Discontinued operations	—		—		—		(0.03)
		$	0.77	$	0.50	$	1.64	$	1.01		$	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:
Diluted	Diluted	1,825		1,830		1,827		1,827		Diluted	1,831		1,828		1,829		1,828
Basic	Basic	1,823		1,818		1,821		1,816		Basic	1,828		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

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in millions)


		Quarter Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Net income	Net income	$	1,502	$	1,123	$	3,251	$	2,252	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 hedges	Market value adjustments for hedges	428		1		506		(62)		Market value adjustments for hedges	(82)		28		(624)		78
Pension and postretirement medical plan adjustments	Pension and postretirement medical plan adjustments	119		169		393		510		Pension and postretirement medical plan adjustments	56		119		57		274
Foreign currency translation and other	Foreign currency translation and other	(446)		(65)		(659)		119		Foreign currency translation and other	115		(191)		342		(213)
Other comprehensive income		101		105		240		567
Other comprehensive income (loss)										Other comprehensive income (loss)	89		(44)		(225)		139
Comprehensive income	Comprehensive income	1,603		1,228		3,491		2,819		Comprehensive income	1,577		553		2,624		1,888
Net income from continuing operations attributable to noncontrolling interests	Net income from continuing operations attributable to noncontrolling interests	(93)		(205)		(268)		(416)		Net income from continuing operations attributable to noncontrolling interests	(217)		(127)		(299)		(175)
Other comprehensive income (loss) attributable to noncontrolling interests		69		(24)		58		(82)
Other comprehensive loss attributable to noncontrolling interests										Other comprehensive loss attributable to noncontrolling interests	—		8		(45)		(11)
Comprehensive income attributable to Disney	Comprehensive income attributable to Disney	$	1,579	$	999	$	3,281	$	2,321	Comprehensive income attributable to Disney	$	1,360	$	434	$	2,280	$	1,702

See Notes to Condensed Consolidated Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; in millions, except per share data)


		July 2, 2022		October 2, 2021			April 1, 2023		October 1, 2022
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	12,959	$	15,959	Cash and cash equivalents	$	10,399	$	11,615
Receivables, net	Receivables, net	13,685		13,367		Receivables, net	12,770		12,652
Inventories	Inventories	1,590		1,331		Inventories	1,848		1,742
Content advances	Content advances	1,902		2,183		Content advances	1,872		1,890

Other current assets	Other current assets	1,286		817		Other current assets	1,374		1,199

Total current assets	Total current assets	31,422		33,657		Total current assets	28,263		29,098
Produced and licensed content costs	Produced and licensed content costs	34,077		29,549		Produced and licensed content costs	36,949		35,777
Investments	Investments	3,236		3,935		Investments	3,387		3,218
Parks, resorts and other property	Parks, resorts and other property					Parks, resorts and other property
Attractions, buildings and equipment	Attractions, buildings and equipment	65,599		64,892		Attractions, buildings and equipment	69,695		66,998
Accumulated depreciation	Accumulated depreciation	(39,089)		(37,920)		Accumulated depreciation	(41,452)		(39,356)
		26,510		26,972			28,243		27,642
Projects in progress	Projects in progress	5,956		4,521		Projects in progress	5,175		4,814
Land	Land	1,117		1,131		Land	1,161		1,140
		33,583		32,624			34,579		33,596
Intangible assets, net	Intangible assets, net	15,334		17,115		Intangible assets, net	13,887		14,837
Goodwill	Goodwill	77,945		78,071		Goodwill	77,878		77,897

Other assets	Other assets	8,477		8,658		Other assets	9,915		9,208
Total assets	Total assets	$	204,074	$	203,609	Total assets	$	204,858	$	203,631

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable and other accrued liabilities	Accounts payable and other accrued liabilities	$	20,858	$	20,894	Accounts payable and other accrued liabilities	$	18,591	$	20,213
Current portion of borrowings	Current portion of borrowings	5,580		5,866		Current portion of borrowings	3,452		3,070
Deferred revenue and other	Deferred revenue and other	4,266		4,317		Deferred revenue and other	6,013		5,790

Total current liabilities	Total current liabilities	30,704		31,077		Total current liabilities	28,056		29,073
Borrowings	Borrowings	46,022		48,540		Borrowings	45,066		45,299
Deferred income taxes	Deferred income taxes	8,034		7,246		Deferred income taxes	8,134		8,363

Other long-term liabilities	Other long-term liabilities	13,456		14,522		Other long-term liabilities	13,232		12,518
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)	0		0		Commitments and contingencies (Note 13)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	9,425		9,213		Redeemable noncontrolling interests	8,814		9,499
Equity	Equity					Equity
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares	Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares	56,087		55,471		Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares	56,919		56,398
Retained earnings	Retained earnings	43,462		40,429		Retained earnings	46,236		43,636
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(6,142)		(6,440)		Accumulated other comprehensive loss	(4,389)		(4,119)

Treasury stock, at cost, 19 million shares	Treasury stock, at cost, 19 million shares	(907)		(907)		Treasury stock, at cost, 19 million shares	(907)		(907)
Total Disney Shareholders’ equity	Total Disney Shareholders’ equity	92,500		88,553		Total Disney Shareholders’ equity	97,859		95,008
Noncontrolling interests	Noncontrolling interests	3,933		4,458		Noncontrolling interests	3,697		3,871
Total equity	Total equity	96,433		93,011		Total equity	101,556		98,879
Total liabilities and equity	Total liabilities and equity	$	204,074	$	203,609	Total liabilities and equity	$	204,858	$	203,631

See Notes to Condensed Consolidated Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in millions)


		Nine Months Ended					Six Months Ended
		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income from continuing operations	Net income from continuing operations	$	3,299	$	2,280	Net income from continuing operations	$	2,849	$	1,797
Depreciation and amortization	Depreciation and amortization	3,846		3,836		Depreciation and amortization	2,616		2,556

Net (gain) loss on investments		779		(325)
Net (gain)/loss on investments and disposition of businesses						Net (gain)/loss on investments and disposition of businesses	(88)		632
Deferred income taxes	Deferred income taxes	605		(749)		Deferred income taxes	(46)		983
Equity in the income of investees	Equity in the income of investees	(674)		(648)		Equity in the income of investees	(364)		(449)
Cash distributions received from equity investees	Cash distributions received from equity investees	575		546		Cash distributions received from equity investees	363		406
Net change in produced and licensed content costs and advances	Net change in produced and licensed content costs and advances	(4,306)		(3,192)		Net change in produced and licensed content costs and advances	(824)		(2,279)

Equity-based compensation	Equity-based compensation	723		428		Equity-based compensation	570		450
Pension and postretirement medical benefit cost amortization	Pension and postretirement medical benefit cost amortization	465		582		Pension and postretirement medical benefit cost amortization	2		310
Other, net	Other, net	492		273		Other, net	(234)		264
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables	Receivables	(506)		(301)		Receivables	(413)		(342)
Inventories	Inventories	(259)		236		Inventories	(107)		(97)
Other assets	Other assets	(684)		(113)		Other assets	(345)		(676)
Accounts payable and other liabilities	Accounts payable and other liabilities	(892)		341		Accounts payable and other liabilities	(2,133)		(1,349)
Income taxes	Income taxes	15		(260)		Income taxes	416		(650)
Cash provided by operations - continuing operations	Cash provided by operations - continuing operations	3,478		2,934		Cash provided by operations - continuing operations	2,262		1,556

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Investments in parks, resorts and other property	Investments in parks, resorts and other property	(3,795)		(2,468)		Investments in parks, resorts and other property	(2,430)		(2,060)

Other, net	Other, net	(77)		383		Other, net	(111)		36
Cash used in investing activities - continuing operations	Cash used in investing activities - continuing operations	(3,872)		(2,085)		Cash used in investing activities - continuing operations	(2,541)		(2,024)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Commercial paper payments, net		(275)		(99)
Commercial paper borrowings (payments), net						Commercial paper borrowings (payments), net	714		(130)
Borrowings	Borrowings	152		43		Borrowings	70		70
Reduction of borrowings	Reduction of borrowings	(1,400)		(2,319)		Reduction of borrowings	(1,000)		(1,400)

Proceeds from exercise of stock options		100		405

Sale of noncontrolling interest						Sale of noncontrolling interest	178		—
Acquisition of redeemable noncontrolling interest						Acquisition of redeemable noncontrolling interest	(900)		—
Other, net	Other, net	(824)		(801)		Other, net	(188)		(637)
Cash used in financing activities - continuing operations	Cash used in financing activities - continuing operations	(2,247)		(2,771)		Cash used in financing activities - continuing operations	(1,126)		(2,097)

CASH FLOWS FROM DISCONTINUED OPERATIONS	CASH FLOWS FROM DISCONTINUED OPERATIONS					CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash provided by (used in) operations - discontinued operations		8		(2)
Cash provided by investing activities - discontinued operations		—		8
Cash provided by operations - discontinued operations						Cash provided by operations - discontinued operations	—		8

Cash used in financing activities - discontinued operations	Cash used in financing activities - discontinued operations	(12)		—		Cash used in financing activities - discontinued operations	—		(12)
Cash (used in) provided by discontinued operations		(4)		6
Cash used in discontinued operations						Cash used in discontinued operations	—		(4)

Impact of exchange rates on cash, cash equivalents and restricted cash	Impact of exchange rates on cash, cash equivalents and restricted cash	(354)		77		Impact of exchange rates on cash, cash equivalents and restricted cash	197		(116)

Change in cash, cash equivalents and restricted cash	Change in cash, cash equivalents and restricted cash	(2,999)		(1,839)		Change in cash, cash equivalents and restricted cash	(1,208)		(2,685)
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	16,003		17,954		Cash, cash equivalents and restricted cash, beginning of period	11,661		16,003
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	13,004	$	16,115	Cash, cash equivalents and restricted cash, end of period	$	10,453	$	13,318

See Notes to Condensed Consolidated Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions)


		Quarter Ended																	Quarter Ended
		Equity Attributable to Disney																	Equity Attributable to Disney
		Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock		Total Disney Equity		Non-controlling Interests(1)		Total Equity			Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock		Total Disney Equity		Non-controlling Interests(1)		Total Equity
Balance at April 2, 2022		1,822	$	55,823	$	42,032		$	(6,312)	$	(907)	$	90,636	$	4,023	$	94,659
Balance at December 31, 2022																		Balance at December 31, 2022	1,826	$	56,579	$	44,955		$	(4,478)	$	(907)	$	96,149	$	3,986	$	100,135
Comprehensive income (loss)	Comprehensive income (loss)	—	—		1,409			170		—		1,579		(67)		1,512		Comprehensive income (loss)	—	—		1,271			89		—		1,360		147		1,507
Equity compensation activity	Equity compensation activity	1	259		—			—		—		259		—		259		Equity compensation activity	1	345		—			—		—		345		—		345

Contributions	Contributions	—	—		—			—		—		—		19		19		Contributions	—	—		—			—		—		—		9		9

Distributions and other	Distributions and other	—	5		21			—		—		26		(42)		(16)		Distributions and other	—	(5)		10			—		—		5		(445)		(440)
Balance at July 2, 2022		1,823	$	56,087	$	43,462		$	(6,142)	$	(907)	$	92,500	$	3,933	$	96,433
Balance at April 1, 2023																		Balance at April 1, 2023	1,827	$	56,919	$	46,236		$	(4,389)	$	(907)	$	97,859	$	3,697	$	101,556

Balance at April 3, 2021		1,817	$	55,000	$	39,365		$	(7,918)	$	(907)	$	85,540	$	4,246	$	89,786
Comprehensive income		—	—		918			81		—		999		147		1,146
Balance at January 1, 2022																		Balance at January 1, 2022	1,821	$	55,500	$	41,547		$	(6,276)	$	(907)	$	89,864	$	4,446	$	94,310
Comprehensive income (loss)																		Comprehensive income (loss)	—	—		470			(36)		—		434		49		483
Equity compensation activity	Equity compensation activity	—	185		—			—		—		185		—		185		Equity compensation activity	1	327		—			—		—		327		—		327

Contributions		—	—		—			—		—		—		7		7
Cumulative effect of accounting change		—	—		3			—		—		3		—		3

Distributions and other	Distributions and other	—	(11)		25			—		—		14		(19)		(5)		Distributions and other	—	(4)		15			—		—		11		(472)		(461)
Balance at July 3, 2021		1,817	$	55,174	$	40,311		$	(7,837)	$	(907)	$	86,741	$	4,381	$	91,122
Balance at April 2, 2022																		Balance at April 2, 2022	1,822	$	55,823	$	42,032		$	(6,312)	$	(907)	$	90,636	$	4,023	$	94,659

(1)Excludes redeemable noncontrolling interests.

See Notes to Condensed Consolidated Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions)


		Nine Months Ended																	Six Months Ended
		Equity Attributable to Disney																	Equity Attributable to Disney
		Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock		Total Disney Equity		Non-controlling Interests(1)		Total Equity			Shares	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock		Total Disney Equity		Non-controlling Interests(1)		Total Equity
Balance at October 2, 2021		1,818	$	55,471	$	40,429		$	(6,440)	$	(907)	$	88,553	$	4,458	$	93,011
Balance at October 1, 2022																		Balance at October 1, 2022	1,824	$	56,398	$	43,636		$	(4,119)	$	(907)	$	95,008	$	3,871	$	98,879
Comprehensive income (loss)	Comprehensive income (loss)	—	—		2,983			298		—		3,281		(22)		3,259		Comprehensive income (loss)	—	—		2,550			(270)		—		2,280		131		2,411
Equity compensation activity	Equity compensation activity	5	615		—			—		—		615		—		615		Equity compensation activity	3	525		—			—		—		525		—		525

Contributions	Contributions	—	—		—			—		—		—		48		48		Contributions	—	—		—			—		—		—		187		187

Distributions and other	Distributions and other	—	1		50			—		—		51		(551)		(500)		Distributions and other	—	(4)		50			—		—		46		(492)		(446)
Balance at July 2, 2022		1,823	$	56,087	$	43,462		$	(6,142)	$	(907)	$	92,500	$	3,933	$	96,433
Balance at April 1, 2023																		Balance at April 1, 2023	1,827	$	56,919	$	46,236		$	(4,389)	$	(907)	$	97,859	$	3,697	$	101,556

Balance at October 3, 2020		1,810	$	54,497	$	38,315		$	(8,322)	$	(907)	$	83,583	$	4,680	$	88,263
Balance at October 2, 2021																		Balance at October 2, 2021	1,818	$	55,471	$	40,429		$	(6,440)	$	(907)	$	88,553	$	4,458	$	93,011
Comprehensive income	Comprehensive income	—	—		1,836			485		—		2,321		256		2,577		Comprehensive income	—	—		1,574			128		—		1,702		45		1,747
Equity compensation activity	Equity compensation activity	7	687		—			—		—		687		—		687		Equity compensation activity	4	356		—			—		—		356		—		356

Contributions	Contributions	—	—		—			—		—		—		12		12		Contributions	—	—		—			—		—		—		29		29

Cumulative effect of accounting change		—	—		108			—		—		108		—		108

Distributions and other	Distributions and other	—	(10)		52			—		—		42		(567)		(525)		Distributions and other	—	(4)		29			—		—		25		(509)		(484)
Balance at July 3, 2021		1,817	$	55,174	$	40,311		$	(7,837)	$	(907)	$	86,741	$	4,381	$	91,122
Balance at April 2, 2022																		Balance at April 2, 2022	1,822	$	55,823	$	42,032		$	(6,312)	$	(907)	$	90,636	$	4,023	$	94,659

(1)Excludes redeemable noncontrolling interests.

See Notes to Condensed Consolidated Financial Statements

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 ~~nine~~six months ended ~~July 2, 2022~~April 1, 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 ~~2021~~2022 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 nine months ended July 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 and~~service 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 ~~July 2, 2022,~~April 1, 2023, NBCU’s interest in Hulu is recorded in the Company’s financial statements at ~~$8.6 billion.~~$8.8 billion, which is reported as “Redeemable noncontrolling interest” in the Condensed Consolidated Balance Sheets.

~~BAMTech provides streaming technology services~~We are accreting NBCU’s interest in Hulu to ~~third parties and is owned 85% by~~its 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 percentage~~our estimate of ~~the greater of MLB’s then~~Hulu’s equity fair value ~~or a guaranteed floor value ($563 million accreting at 8% annually for eight years from the date of acquisition).~~

~~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 July 2, 2022, the MLB interest was recorded in the Company’s financial statements at $825 million.

~~Our estimate of the redemption value of noncontrolling interests~~January 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 ~~redemption~~fair 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.

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 ~~2021~~2022 financial statements and notes to conform to the fiscal ~~2022~~2023 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 generally in place during the prior year. In addition, our cruise ships have generally been operating without COVID-19-related capacity restrictions since April 2022. Certain of our international parks and resorts 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. Thus far, we have generally been able to release our films theatrically in 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.

~~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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Revenues:	Revenues:									Revenues:
Disney Media and Entertainment Distribution	Disney Media and Entertainment Distribution	$	14,110	$	12,681	$	42,315	$	37,782	Disney Media and Entertainment Distribution	$	14,039	$	13,620	$	28,815	$	28,205
Disney Parks, Experiences and Products	Disney Parks, Experiences and Products	7,394		4,341		21,280		11,102		Disney Parks, Experiences and Products	7,776		6,652		16,512		13,886

Total segment revenues	Total segment revenues	$	21,504	$	17,022	$	63,595	$	48,884	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 Distribution	Disney Media and Entertainment Distribution	$	1,381	$	2,026	$	4,133	$	6,348	Disney Media and Entertainment Distribution	$	1,119	$	1,944	$	1,109	$	2,752
Disney Parks, Experiences and Products	Disney Parks, Experiences and Products	2,186		356		6,391		(169)		Disney Parks, Experiences and Products	2,166		1,755		5,219		4,205

Total segment operating income(1)	Total segment operating income(1)	$	3,567	$	2,382	$	10,524	$	6,179	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 Ended Nine Months Ended
July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Disney Media and Entertainment Distribution $ 230 $ 220 $ 693 $ 681
Disney Parks, Experiences and Products (2) (5) (10) (22)
Equity in the income of investees included in segment operating income 228 215 683 659
Amortization of TFCF intangible assets related to equity investees (3) (4) (9) (11)
Equity in the income of investees, net $ 225 $ 211 $ 674 $ 648

~~A reconciliation of segment revenues to total revenues is as follows:~~

Quarter Ended Nine Months Ended
July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Segment revenues $ 21,504 $ 17,022 $ 63,595 $ 48,884
Content License Early Termination(1)
— — (1,023) —
Total revenues $ 21,504 $ 17,022 $ 62,572 $ 48,884

~~(1)~~During the nine months ended July 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 license agreements, net of remaining amounts of deferred revenue, as a reduction of revenue in the current nine-month period.


	Quarter Ended				Six 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 income	176		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

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 Ended				Six 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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Segment operating income	Segment operating income	$	3,567	$	2,382	$	10,524	$	6,179	Segment operating income	$	3,285	$	3,699	$	6,328	$	6,957
Content License Early Termination	Content License Early Termination	—		—		(1,023)		—		Content License Early Termination	—		(1,023)		—		(1,023)
Corporate and unallocated shared expenses	Corporate and unallocated shared expenses	(325)		(212)		(825)		(645)		Corporate and unallocated shared expenses	(279)		(272)		(559)		(500)
Restructuring and impairment charges	Restructuring and impairment charges	(42)		(35)		(237)		(562)		Restructuring and impairment charges	(152)		(195)		(221)		(195)
Other income (expense), net(1)	Other income (expense), net(1)	(136)		(91)		(730)		214		Other income (expense), net(1)	149		(158)		107		(594)
Interest expense, net	Interest expense, net	(360)		(445)		(1,026)		(1,089)		Interest expense, net	(322)		(355)		(622)		(666)
TFCF and Hulu acquisition amortization(2)	TFCF and Hulu acquisition amortization(2)	(585)		(604)		(1,774)		(1,826)		TFCF and Hulu acquisition amortization(2)	(558)		(594)		(1,137)		(1,189)

Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	2,119	$	995	$	4,909	$	2,271	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 July 2, 2022~~TFCF and Hulu acquisition amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $422 million, $160 million and $3 million, respectively. For the nine months ended July 2, 2022 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $1,292 million, $473 million and $9 million, respectively. For the quarter ended July 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $434 million, $166 million, and $4 million, respectively. For the nine months ended July 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $1,328 million, $487 million and $11 million, respectively.is as follows:


	Quarter Ended				Six 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 costs	147		156		306		313
Intangibles related to TFCF equity investees	3		3		6		6
	$	558	$	594	$	1,137	$	1,189

Goodwill

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

DMED DPEP Total
Balance at October 2, 2021 $ 72,521 $ 5,550 $ 78,071
Currency translation adjustments and other, net (126) — (126)
Balance at July 2, 2022 $ 72,395 $ 5,550 $ 77,945


	DMED			DPEP			Total




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

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 July 2, 2022									Quarter Ended July 3, 2021							Quarter Ended April 1, 2023				Quarter Ended April 2, 2022
		DMED		DPEP		Content License Early Termination			Total		DMED		DPEP		Total			DMED		DPEP		Total		DMED		DPEP		Content License Early Termination			Total
Affiliate fees	Affiliate fees	$	4,337	$	—		$	—	$	4,337	$	4,431	$	—	$	4,431	Affiliate fees	$	4,394	$	—	$	4,394	$	4,602	$	—		$	—	$	4,602
Subscription fees																	Subscription fees	4,605		—		4,605		3,887		—			—		3,887
Advertising	Advertising	3,534		1			—		3,535		3,163		—		3,163		Advertising	2,563		1		2,564		3,023		1			—		3,024
Subscription fees		3,889		—			—		3,889		3,156		—		3,156
Theme park admissions	Theme park admissions	—		2,312			—		2,312		—		1,152		1,152		Theme park admissions	—		2,428		2,428		—		1,973			—		1,973
Resort and vacations	Resort and vacations	—		1,805			—		1,805		—		776		776		Resort and vacations	—		1,949		1,949		—		1,451			—		1,451
Retail and wholesale sales of merchandise, food and beverage	Retail and wholesale sales of merchandise, food and beverage	—		1,896			—		1,896		—		1,262		1,262		Retail and wholesale sales of merchandise, food and beverage	—		2,142		2,142		—		1,816			—		1,816
Merchandise licensing																	Merchandise licensing	—		772		772		—		893			—		893
TV/SVOD distribution licensing	TV/SVOD distribution licensing	1,119		—			—		1,119		1,230		—		1,230		TV/SVOD distribution licensing	1,033		—		1,033		1,124		—			(1,023)		101
Theatrical distribution licensing	Theatrical distribution licensing	620		—			—		620		140		—		140		Theatrical distribution licensing	767		—		767		224		—			—		224
Merchandise licensing		—		916			—		916		1		789		790
Home entertainment	Home entertainment	149		—			—		149		236		—		236		Home entertainment	148		—		148		230		—			—		230
Other	Other	462		464			—		926		324		362		686		Other	529		484		1,013		530		518			—		1,048
		$	14,110	$	7,394		$	—	$	21,504	$	12,681	$	4,341	$	17,022		$	14,039	$	7,776	$	21,815	$	13,620	$	6,652		$	(1,023)	$	19,249

		Nine Months Ended July 2, 2022									Nine Months Ended July 3, 2021							Six Months Ended April 1, 2023				Six Months Ended April 2, 2022
		DMED		DPEP		Content License Early Termination			Total		DMED		DPEP		Total			DMED		DPEP		Total		DMED		DPEP		Content License Early Termination			Total
Affiliate fees	Affiliate fees	$	13,310	$	—		$	—	$	13,310	$	13,427	$	—	$	13,427	Affiliate fees	$	8,636	$	—	$	8,636	$	8,973	$	—		$	—	$	8,973
Subscription fees																	Subscription fees	8,845		—		8,845		7,485		—			—		7,485
Advertising	Advertising	10,425		3			—		10,428		9,508		2		9,510		Advertising	6,005		2		6,007		6,891		2			—		6,893
Subscription fees		11,374		—			—		11,374		8,702		—		8,702
Theme park admissions	Theme park admissions	—		6,437			—		6,437		—		2,298		2,298		Theme park admissions	—		5,069		5,069		—		4,125			—		4,125
Resort and vacations	Resort and vacations	—		4,701			—		4,701		—		1,722		1,722		Resort and vacations	—		3,929		3,929		—		2,896			—		2,896
Retail and wholesale sales of merchandise, food and beverage	Retail and wholesale sales of merchandise, food and beverage	—		5,801			—		5,801		—		3,336		3,336		Retail and wholesale sales of merchandise, food and beverage	—		4,524		4,524		—		3,905			—		3,905
Merchandise licensing																	Merchandise licensing	—		1,915		1,915		—		2,012			—		2,012
TV/SVOD distribution licensing	TV/SVOD distribution licensing	3,639		—			(1,023)		2,616		4,023		—		4,023		TV/SVOD distribution licensing	2,012		—		2,012		2,520		—			(1,023)		1,497
Theatrical distribution licensing	Theatrical distribution licensing	1,373		—			—		1,373		280		—		280		Theatrical distribution licensing	1,907		—		1,907		753		—			—		753
Merchandise licensing		—		2,928			—		2,928		11		2,670		2,681
Home entertainment	Home entertainment	673		—			—		673		755		—		755		Home entertainment	283		—		283		524		—			—		524
Other	Other	1,521		1,410			—		2,931		1,076		1,074		2,150		Other	1,127		1,073		2,200		1,059		946			—		2,005
		$	42,315	$	21,280		$	(1,023)	$	62,572	$	37,782	$	11,102	$	48,884		$	28,815	$	16,512	$	45,327	$	28,205	$	13,886		$	(1,023)	$	41,068

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 July 2, 2022				Quarter Ended July 3, 2021						Quarter Ended April 1, 2023								Quarter Ended April 2, 2022
		DMED		DPEP		Total		DMED		DPEP			Total			DMED		DPEP			Total		DMED		DPEP		Total
Americas	Americas	$	11,444	$	6,130	$	17,574	$	10,409	$	3,295		$	13,704	Americas	$	11,525	$	6,105		$	17,630	$	11,191	$	5,559	$	16,750
Europe	Europe	1,230		897		2,127		1,209		308			1,517		Europe	1,447		744			2,191		1,343		627		1,970
Asia Pacific	Asia Pacific	1,436		367		1,803		1,063		738			1,801		Asia Pacific	1,067		927			1,994		1,086		466		1,552

Total revenues	Total revenues	$	14,110	$	7,394	$	21,504	$	12,681	$	4,341		$	17,022	Total revenues	$	14,039	$	7,776		$	21,815	$	13,620	$	6,652	$	20,272
Content License Early Termination	Content License Early Termination					—									Content License Early Termination												(1,023)
						$	21,504																				$	19,249

		Nine Months Ended July 2, 2022				Nine Months Ended July 3, 2021						Six Months Ended April 1, 2023								Six Months Ended April 2, 2022
		DMED		DPEP		Total		DMED		DPEP			Total			DMED		DPEP			Total		DMED		DPEP		Total
Americas	Americas	$	34,465	$	17,400	$	51,865	$	30,993	$	8,165		$	39,158	Americas	$	23,543	$	13,058		$	36,601	$	23,021	$	11,270	$	34,291
Europe	Europe	4,111		2,389		6,500		3,721		1,062			4,783		Europe	3,021		1,810			4,831		2,881		1,492		4,373
Asia Pacific	Asia Pacific	3,739		1,491		5,230		3,068		1,875			4,943		Asia Pacific	2,251		1,644			3,895		2,303		1,124		3,427
Total revenues	Total revenues	$	42,315	$	21,280	$	63,595	$	37,782	$	11,102		$	48,884	Total revenues	$	28,815	$	16,512		$	45,327	$	28,205	$	13,886	$	42,091
Content License Early Termination	Content License Early Termination					(1,023)									Content License Early Termination												(1,023)
						$	62,572																				$	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 ~~July 2, 2022, $0.3~~April 1, 2023, $0.7 billion was recognized related to performance obligations satisfied as of ~~April 2,~~December 31, 2022. For the ~~nine~~six months ended ~~July~~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, ~~$0.9~~$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 July 3, 2021, $0.3 billion was recognized related to performance obligations satisfied as of April 3, 2021. For the nine months ended July 3, 2021, $1.0 billion was related to performance obligations satisfied as of October 3, 2020.

As of ~~July 2, 2022,~~April 1, 2023, revenue for unsatisfied performance obligations expected to be recognized in the future is ~~$12~~$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 licensees~~DTC wholesalers, sports sublicensees, and ~~DTC subscribers.~~advertisers. Of this amount, we expect to recognize approximately $2$3 billion in the remainder of fiscal ~~2022,~~2023, $5 billion in fiscal ~~2023, $3~~2024, $4 billion in fiscal ~~2024~~2025 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, accounts~~Accounts receivable and deferred revenues from contracts with customers are as follows:


		July 2, 2022		October 2, 2021			April 1, 2023		October 1, 2022
Contract assets		$	74	$	155

Accounts receivable	Accounts receivable					Accounts receivable
Current	Current	11,891		11,190		Current	$	11,189	$	10,886
Non-current	Non-current	1,284		1,359		Non-current	1,153		1,226
Allowance for credit losses	Allowance for credit losses	(198)		(194)		Allowance for credit losses	(164)		(179)
Deferred revenues	Deferred revenues					Deferred revenues
Current	Current	4,060		4,067		Current	5,750		5,531
Non-current	Non-current	448		581		Non-current	870		927

~~Contract assets primarily relate to certain multi-season TV/SVOD licensing contracts. Activity for~~For the ~~current~~quarter and ~~prior-year periods related to contract assets~~six 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

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the quarter and nine months ended July 2, 2022, the Company recognized revenue of $0.4 billion and $3.2 billion, respectively, that was included in the October 2, 2021 deferred revenue balance. For the quarter and nine months ended July 3, 2021, the Company recognized revenue of $0.4 billion and $2.5 billion, respectively, that was included in the October 3, 2020 deferred revenue balance. Amounts deferred generally relate to theme park admissions and vacation packages, DTC subscriptions ~~TV/SVOD licenses~~ and advances ~~from~~related to merchandise ~~licensees.~~and TV/SVOD 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 was ~~$0.7 billion and $0.8~~$0.5 billion at ~~July 2, 2022~~April 1, 2023 and $0.6 billion at October ~~2, 2021, respectively.~~1, 2022. The balance of vacation club receivables recorded in other non-current assets was $0.6 billion at both ~~July 2, 2022~~April 1, 2023 and October ~~2, 2021.~~1, 2022. The allowance for credit losses and activity for the period ended ~~July 2, 2022~~April 1, 2023 was not material.

4.Other Income (Expense), net

Other income (expense), net is as follows:
Quarter Ended Nine Months Ended
July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
DraftKings loss $ (136) $ (217) $ (726) $ (98)
fuboTV gain — — — 186
German FTA gain — 126 — 126
Other, net — — (4) —
Other income (expense), net $ (136) $ (91) $ (730) $ 214


	Quarter Ended				Six Months Ended
	April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
DraftKings gain (loss)	$	149	$	(158)	$	79	$	(590)






Other, net	—		—		28		(4)
Other income (expense), net	$	149	$	(158)	$	107	$	(594)

For the quarter and ~~nine~~six months ended ~~July 2, 2022,~~April 1, 2023, the Company recognized a non-cash ~~loss~~gain of ~~$136~~$149 million and ~~$726~~$79 million, respectively, ~~from the adjustment of~~to adjust its investment in DraftKings, Inc. (DraftKings) to fair value (DraftKings ~~loss)~~gain (loss)). For the prior-year quarter and ~~nine~~six months ended ~~July 3, 2021,~~April 2, 2022, the Company recognized a DraftKings loss of ~~$217~~$158 million and ~~$98~~$590 million, respectively.

~~For the nine months ended July 3, 2021, the Company recognized a $186 million gain from the sale of our investment in fuboTV Inc. (fuboTV gain).~~

~~For the quarter and nine months ended July 3, 2021, the Company recognized a $126 million gain on the sale of its 50% interest in a German free-to-air (FTA) television network (German FTA 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.


		July 2, 2022		October 2, 2021			April 1, 2023		October 1, 2022
Cash and cash equivalents	Cash and cash equivalents	$	12,959	$	15,959	Cash and cash equivalents	$	10,399	$	11,615
Restricted cash included in:	Restricted cash included in:					Restricted cash included in:
Other current assets	Other current assets	3		3		Other current assets	3		3
Other assets	Other assets	42		41		Other assets	51		43

Total cash, cash equivalents and restricted cash in the statement of cash flows	Total cash, cash equivalents and restricted cash in the statement of cash flows	$	13,004	$	16,003	Total cash, cash equivalents and restricted cash in the statement of cash flows	$	10,453	$	11,661

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Borrowings

During the ~~nine~~six months ended ~~July 2, 2022,~~April 1, 2023, the Company’s borrowing activity was as follows:


		October 2, 2021		Borrowings		Payments		Other Activity		July 2, 2022			October 1, 2022		Borrowings		Payments		Other Activity		April 1, 2023
Commercial paper with original maturities less than three months	Commercial paper with original maturities less than three months	$	—	$	508	$	—	$	—	$	508	Commercial paper with original maturities less than three months	$	50	$	958	$	—	$	2	$	1,010
Commercial paper with original maturities greater than three months	Commercial paper with original maturities greater than three months	1,992		1,022		(1,805)		1		1,210		Commercial paper with original maturities greater than three months	1,612		2,022		(2,266)		9		1,377
U.S. dollar denominated notes~~(1)~~	U.S. dollar denominated notes~~(1)~~	49,090		—		(1,400)		(105)		47,585		U.S. dollar denominated notes~~(1)~~	45,091		—		(1,000)		(69)		44,022

Asia Theme Parks borrowings	Asia Theme Parks borrowings	1,331		152		—		(14)		1,469		Asia Theme Parks borrowings	1,425		70		—		79		1,574
Foreign currency denominated debt and other~~(2)~~(1)	Foreign currency denominated debt and other~~(2)~~(1)	1,993		—		—		(1,163)		830		Foreign currency denominated debt and other~~(2)~~(1)	191		—		—		344		535
		$	54,406	$	1,682	$	(3,205)	$	(1,281)	$	51,602		$	48,369	$	3,050	$	(3,266)	$	365	$	48,518

(1)The other activity is ~~due to the amortization of purchase price adjustments on debt assumed in the TFCF acquisition and debt issuance fees.~~

~~(2)The other activity is~~primarily due to market value adjustments for debt with qualifying hedges.

At ~~July 2, 2022,~~April 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 2024								Facility expiring March 2024	$	5,250	$	—	$	5,250

Facility expiring March 2025	Facility expiring March 2025	3,000		—		3,000		Facility expiring March 2025	3,000		—		3,000
Facility expiring March 2027	Facility expiring March 2027	4,000		—		4,000		Facility expiring March 2027	4,000		—		4,000
Total	Total	$	12,250	$	—	$	12,250	Total	$	12,250	$	—	$	12,250

~~These~~The Company had a $5.25 billion bank facility that was scheduled to expire in March 2023. This facility was refinanced with a new $5.25 billion bank facility maturing in March 2024. All three of the bank 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, which~~costs. On April 1, 2023, the Company met ~~on July 2, 2022~~this covenant by a significant margin. The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default. The Company also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility. As of ~~July 2, 2022,~~April 1, 2023, the Company has ~~$1.4~~$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 ~~2024~~fiscal 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, which was delivered in the third quarter of fiscal 2022.~~fees.

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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Interest expense	Interest expense	$	(380)	$	(404)	$	(1,115)	$	(1,223)	Interest expense	$	(504)	$	(374)	$	(969)	$	(735)
Interest and investment income	Interest and investment income	7		(9)		44		234		Interest and investment income	98		3		177		37
Net periodic pension and postretirement benefit costs (other than service costs)	Net periodic pension and postretirement benefit costs (other than service costs)	13		(32)		45		(100)		Net periodic pension and postretirement benefit costs (other than service costs)	84		16		170		32
Interest expense, net	Interest expense, net	$	(360)	$	(445)	$	(1,026)	$	(1,089)	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:


		July 2, 2022		October 2, 2021			April 1, 2023		October 1, 2022
Cash and cash equivalents	Cash and cash equivalents	$	214	$	287	Cash and cash equivalents	$	387	$	280
Other current assets	Other current assets	114		95		Other current assets	195		137
Total current assets	Total current assets	328		382		Total current assets	582		417
Parks, resorts and other property	Parks, resorts and other property	6,631		6,928		Parks, resorts and other property	6,419		6,356
Other assets	Other assets	174		176		Other assets	196		161
Total assets	Total assets	$	7,133	$	7,486	Total assets	$	7,197	$	6,934

Current liabilities	Current liabilities	$	546	$	473	Current liabilities	$	450	$	468
Long-term borrowings	Long-term borrowings	1,320		1,331		Long-term borrowings	1,574		1,426
Other long-term liabilities	Other long-term liabilities	421		422		Other long-term liabilities	459		395
Total liabilities	Total liabilities	$	2,287	$	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 ~~nine~~six months ended ~~July 2, 2022:~~April 1, 2023:



Revenues	$	~~2,031~~2,091
Costs and expenses	~~(2,483)~~(1,995)
Equity in the loss of investees	~~(10)~~(2)

Asia Theme Parks’ royalty and management fees of ~~$46~~$83 million for the ~~nine~~six months ended ~~July 2, 2022~~April 1, 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 ~~nine~~six months ended ~~July 2, 2022~~April 1, 2023 were ~~$147~~$509 million provided by operating activities, ~~$572~~$483 million used in investing activities and ~~$192~~$78 million provided by financing activities.

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 ~~$151~~$157 million and ~~$101~~$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~~$2.7 billion ($~~268~~344 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 ~~July 2, 2022~~April 1, 2023 was ~~$217~~$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 ~~$919~~$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 ~~1.0~~1.9 billion yuan (approximately ~~$0.2~~$0.3 billion) line of credit bearing interest at 8%. ~~The line of credit was increased to 1.9 billion yuan (approximately $0.3 billion) in July 2022.~~ As of ~~July 2, 2022,~~April 1, 2023, the total amount outstanding under the line of credit was ~~0.7~~1.2 billion yuan (approximately ~~$112~~$180 million). These balances are eliminated in consolidation.

Shendi has provided Shanghai Disney Resort with loans totaling ~~8.2~~8.5 billion yuan (approximately $1.2 billion), bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a ~~1.4~~2.6 billion yuan (approximately ~~$0.2~~$0.4 billion) line of credit bearing interest at 8%. ~~The line of credit was increased to 2.6 billion yuan (approximately $0.4 billion) in July 2022.~~ As of ~~July 2, 2022~~April 1, 2023 the total amount outstanding under the line of credit was ~~1.0~~1.6 billion yuan (approximately ~~$148~~$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 July 2, 2022						As of October 2, 2021							As of April 1, 2023						As of October 1, 2022
		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total			Predominantly Monetized Individually		Predominantly Monetized as a Group		Total		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Produced content	Produced content													Produced content
Released, less amortization	Released, less amortization	$	4,811	$	11,841	$	16,652	$	4,944	$	9,779	$	14,723	Released, less amortization	$	4,996	$	14,005	$	19,001	$	4,639	$	12,688	$	17,327
Completed, not released	Completed, not released	478		2,109		2,587		630		762		1,392		Completed, not released	130		1,540		1,670		214		2,019		2,233
In-process	In-process	4,593		6,051		10,644		4,371		4,623		8,994		In-process	3,992		7,793		11,785		5,041		6,793		11,834
In development or pre-production	In development or pre-production	261		315		576		351		162		513		In development or pre-production	343		251		594		372		254		626
		$	10,143	$	20,316	30,459		$	10,296	$	15,326	25,622			$	9,461	$	23,589	33,050		$	10,266	$	21,754	32,020

Licensed content - Television programming rights and advances	Licensed content - Television programming rights and advances					5,520						6,110		Licensed content - Television programming rights and advances					5,771						5,647
Total produced and licensed content	Total produced and licensed content					$	35,979					$	31,732	Total produced and licensed content					$	38,821					$	37,667

Current portion	Current portion					$	1,902					$	2,183	Current portion					$	1,872					$	1,890
Non-current portion	Non-current portion					$	34,077					$	29,549	Non-current portion					$	36,949					$	35,777

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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Produced content	Produced content									Produced content
Predominantly monetized individually	Predominantly monetized individually	$	878	$	757	$	2,749	$	2,127	Predominantly monetized individually	$	1,006	$	838	$	2,163	$	1,871
Predominantly monetized as a group	Predominantly monetized as a group	1,674		1,391		4,795		3,830		Predominantly monetized as a group	1,952		1,503		4,112		3,121
		2,552		2,148		7,544		5,957			2,958		2,341		6,275		4,992
Licensed programming rights and advances	Licensed programming rights and advances	3,258		3,019		10,908		9,781		Licensed programming rights and advances	3,196		2,839		7,735		7,650
Total produced and licensed content costs(1)	Total produced and licensed content costs(1)	$	5,810	$	5,167	$	18,452	$	15,738	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 three 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 ~~nine~~six months ended ~~July 2, 2022,~~April 1, 2023, the Company ~~decreased~~increased 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 $0.1 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 Plans								Postretirement Medical Plans									Pension Plans								Postretirement Medical Plans
		Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended					Quarter Ended				Six Months Ended				Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Service costs	Service costs	$	100	$	108	$	302	$	325	$	2	$	3	$	7	$	8	Service costs	$	63	$	102	$	128	$	202	$	2	$	3	$	3	$	5
Other costs (benefits):	Other costs (benefits):																	Other costs (benefits):
Interest costs	Interest costs	124		114		374		343		13		12		39		35		Interest costs	195		126		391		250		21		13		41		26
Expected return on plan assets	Expected return on plan assets	(293)		(275)		(880)		(824)		(15)		(14)		(44)		(41)		Expected return on plan assets	(287)		(294)		(575)		(587)		(15)		(14)		(30)		(29)
Amortization of previously deferred service costs	Amortization of previously deferred service costs	3		2		5		8		—		—		—		—		Amortization of previously deferred service costs	3		1		5		2		—		—		—		—
Recognized net actuarial loss	Recognized net actuarial loss	149		186		441		557		6		7		20		22		Recognized net actuarial loss	4		145		9		292		(5)		7		(11)		14
Total other costs (benefits)	Total other costs (benefits)	(17)		27		(60)		84		4		5		15		16		Total other costs (benefits)	(85)		(22)		(170)		(43)		1		6		—		11
Net periodic benefit cost		$	83	$	135	$	242	$	409	$	6	$	8	$	22	$	24
Net periodic benefit cost (income)																		Net periodic benefit cost (income)	$	(22)	$	80	$	(42)	$	159	$	3	$	9	$	3	$	16

During the ~~nine~~six months ended ~~July 2, 2022,~~April 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.

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 Ended		Nine Months Ended			Quarter Ended		Six Months Ended
		July 2, 2022	July 3, 2021	July 2, 2022	July 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)	1,823	1,818	1,821	1,816	Weighted average number of common and common equivalent shares outstanding (basic)	1,828	1,822	1,827	1,820
Weighted average dilutive impact of Awards	Weighted average dilutive impact of Awards	2	12	6	11	Weighted average dilutive impact of Awards	3	6	2	8
Weighted average number of common and common equivalent shares outstanding (diluted)	Weighted average number of common and common equivalent shares outstanding (diluted)	1,825	1,830	1,827	1,827	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 share	Awards excluded from diluted earnings per share	26	3	13	5	Awards excluded from diluted earnings per share	25	9	25	6

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 Hedges Unrecognized
Pension and
Postretirement
Medical
Expense Foreign
Currency
Translation
and Other AOCI
AOCI, before tax
Third quarter of fiscal 2022
Balance at April 2, 2022 $ (51) $ (6,668) $ (1,280) $ (7,999)
Quarter Ended July 2, 2022:
Unrealized gains (losses) arising during the period 601 — (404) 197
Reclassifications of realized net (gains) losses to net income (27) 155 — 128
Balance at July 2, 2022 $ 523 $ (6,513) $ (1,684) $ (7,674)
Third quarter of fiscal 2021
Balance at April 3, 2021 $ (283) $ (8,978) $ (961) $ (10,222)
Quarter Ended July 3, 2021:
Unrealized gains (losses) arising during the period (1) 29 (52) (24)
Reclassifications of realized net (gains) losses to net income 4 194 — 198
Balance at July 3, 2021 $ (280) $ (8,755) $ (1,013) $ (10,048)
Nine months ended fiscal 2022
Balance at October 2, 2021 $ (152) $ (7,025) $ (1,047) $ (8,224)
Nine Months Ended July 2, 2022:
Unrealized gains (losses) arising during the period 741 47 (637) 151
Reclassifications of realized net (gains) losses to net income (66) 465 — 399
Balance at July 2, 2022 $ 523 $ (6,513) $ (1,684) $ (7,674)
Nine months ended fiscal 2021
Balance at October 3, 2020 $ (191) $ (9,423) $ (1,088) $ (10,702)
Nine Months Ended July 3, 2021:
Unrealized gains (losses) arising during the period (55) 86 75 106
Reclassifications of realized net (gains) losses to net income (34) 582 — 548
Balance at July 3, 2021 $ (280) $ (8,755) $ (1,013) $ (10,048)


	Market Value Adjustments for Hedges		Unrecognized Pension and Postretirement Medical Expense		Foreign Currency Translation and Other		AOCI

AOCI, before tax
Second quarter of fiscal 2023
Balance at December 31, 2022	$	111	$	(3,769)	$	(1,826)	$	(5,484)
Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the period	7		71		125		203
Reclassifications of realized net (gains) losses to net income	(116)		1		—		(115)
Balance at April 1, 2023	$	2	$	(3,697)	$	(1,701)	$	(5,396)

Second quarter of fiscal 2022
Balance at January 1, 2022	$	(83)	$	(6,823)	$	(1,084)	$	(7,990)
Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the period	53		—		(196)		(143)
Reclassifications of realized net (gains) losses to net income	(21)		155		—		134

Balance at April 2, 2022	$	(51)	$	(6,668)	$	(1,280)	$	(7,999)

Six months ended fiscal 2023
Balance at October 1, 2022	$	804	$	(3,770)	$	(2,014)	$	(4,980)
Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the period	(468)		71		271		(126)
Reclassifications of realized net (gains) losses to net income	(334)		2		42		(290)

Balance at April 1, 2023	$	2	$	(3,697)	$	(1,701)	$	(5,396)

Six months ended fiscal 2022
Balance at October 2, 2021	$	(152)	$	(7,025)	$	(1,047)	$	(8,224)
Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the period	140		47		(233)		(46)
Reclassifications of realized net (gains) losses to net income	(39)		310		—		271

Balance at April 2, 2022	$	(51)	$	(6,668)	$	(1,280)	$	(7,999)

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Market Value Adjustments for Hedges Unrecognized
Pension and
Postretirement
Medical
Expense Foreign
Currency
Translation
and Other AOCI
Tax on AOCI
Third quarter of fiscal 2022
Balance at April 2, 2022 $ 19 $ 1,570 $ 98 $ 1,687
Quarter Ended July 2, 2022:
Unrealized gains (losses) arising during the period (152) — 27 (125)
Reclassifications of realized net (gains) losses to net income 6 (36) — (30)
Balance at July 2, 2022 $ (127) $ 1,534 $ 125 $ 1,532
Third quarter of fiscal 2021
Balance at April 3, 2021 $ 69 $ 2,097 $ 138 $ 2,304
Quarter Ended July 3, 2021:
Unrealized gains (losses) arising during the period — (9) (37) (46)
Reclassifications of realized net (gains) losses to net income (2) (45) — (47)
Balance at July 3, 2021 $ 67 $ 2,043 $ 101 $ 2,211
Nine months ended fiscal 2022
Balance at October 2, 2021 $ 42 $ 1,653 $ 89 $ 1,784
Nine Months Ended July 2, 2022:
Unrealized gains (losses) arising during the period (184) (11) 36 (159)
Reclassifications of realized net (gains) losses to net income 15 (108) — (93)
Balance at July 2, 2022 $ (127) $ 1,534 $ 125 $ 1,532
Nine months ended fiscal 2021
Balance at October 3, 2020 $ 40 $ 2,201 $ 139 $ 2,380
Nine Months Ended July 3, 2021:
Unrealized gains (losses) arising during the period 22 (23) (38) (39)
Reclassifications of realized net (gains) losses to net income 5 (135) — (130)
Balance at July 3, 2021 $ 67 $ 2,043 $ 101 $ 2,211


	Market Value Adjustments for Hedges		Unrecognized Pension and Postretirement Medical Expense		Foreign Currency Translation and Other		AOCI

Tax on AOCI
Second quarter of fiscal 2023
Balance at December 31, 2022	$	(28)	$	901	$	133	$	1,006
Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the period	—		(16)		(10)		(26)
Reclassifications of realized net (gains) losses to net income	27		—		—		27
Balance at April 1, 2023	$	(1)	$	885	$	123	$	1,007

Second quarter of fiscal 2022
Balance at January 1, 2022	$	23	$	1,606	$	85	$	1,714
Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the period	(9)		—		13		4
Reclassifications of realized net (gains) losses to net income	5		(36)		—		(31)

Balance at April 2, 2022	$	19	$	1,570	$	98	$	1,687

Six months ended fiscal 2023
Balance at October 1, 2022	$	(179)	$	901	$	139	$	861
Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the period	100		(16)		(2)		82
Reclassifications of realized net (gains) losses to net income	78		—		(14)		64

Balance at April 1, 2023	$	(1)	$	885	$	123	$	1,007

Six months ended fiscal 2022
Balance at October 2, 2021	$	42	$	1,653	$	89	$	1,784
Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the period	(32)		(11)		9		(34)
Reclassifications of realized net (gains) losses to net income	9		(72)		—		(63)

Balance at April 2, 2022	$	19	$	1,570	$	98	$	1,687

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Market Value Adjustments for Hedges Unrecognized
Pension and
Postretirement
Medical
Expense Foreign
Currency
Translation
and Other AOCI
AOCI, after tax
Third quarter of fiscal 2022
Balance at April 2, 2022 $ (32) $ (5,098) $ (1,182) $ (6,312)
Quarter Ended July 2, 2022:
Unrealized gains (losses) arising during the period 449 — (377) 72
Reclassifications of realized net (gains) losses to net income (21) 119 — 98
Balance at July 2, 2022 $ 396 $ (4,979) $ (1,559) $ (6,142)
Third quarter of fiscal 2021
Balance at April 3, 2021 $ (214) $ (6,881) $ (823) $ (7,918)
Quarter Ended July 3, 2021:
Unrealized gains (losses) arising during the period (1) 20 (89) (70)
Reclassifications of realized net (gains) losses to net income 2 149 — 151
Balance at July 3, 2021 $ (213) $ (6,712) $ (912) $ (7,837)
Nine months ended fiscal 2022
Balance at October 2, 2021 $ (110) $ (5,372) $ (958) $ (6,440)
Nine Months Ended July 2, 2022:
Unrealized gains (losses) arising during the period 557 36 (601) (8)
Reclassifications of realized net (gains) losses to net income (51) 357 — 306
Balance at July 2, 2022 $ 396 $ (4,979) $ (1,559) $ (6,142)
Nine months ended fiscal 2021
Balance at October 3, 2020 $ (151) $ (7,222) $ (949) $ (8,322)
Nine Months Ended July 3, 2021:
Unrealized gains (losses) arising during the period (33) 63 37 67
Reclassifications of realized net (gains) losses to net income (29) 447 — 418
Balance at July 3, 2021 $ (213) $ (6,712) $ (912) $ (7,837)


	Market Value Adjustments for Hedges		Unrecognized Pension and Postretirement Medical Expense		Foreign Currency Translation and Other		AOCI

AOCI, after tax
Second quarter of fiscal 2023
Balance at December 31, 2022	$	83	$	(2,868)	$	(1,693)	$	(4,478)
Quarter Ended April 1, 2023:
Unrealized gains (losses) arising during the period	7		55		115		177
Reclassifications of realized net (gains) losses to net income	(89)		1		—		(88)
Balance at April 1, 2023	$	1	$	(2,812)	$	(1,578)	$	(4,389)

Second quarter of fiscal 2022
Balance at January 1, 2022	$	(60)	$	(5,217)	$	(999)	$	(6,276)
Quarter Ended April 2, 2022:
Unrealized gains (losses) arising during the period	44		—		(183)		(139)
Reclassifications of realized net (gains) losses to net income	(16)		119		—		103

Balance at April 2, 2022	$	(32)	$	(5,098)	$	(1,182)	$	(6,312)

Six months ended fiscal 2023
Balance at October 1, 2022	$	625	$	(2,869)	$	(1,875)	$	(4,119)
Six Months Ended April 1, 2023:
Unrealized gains (losses) arising during the period	(368)		55		269		(44)
Reclassifications of realized net (gains) losses to net income	(256)		2		28		(226)

Balance at April 1, 2023	$	1	$	(2,812)	$	(1,578)	$	(4,389)

Six months ended fiscal 2022
Balance at October 2, 2021	$	(110)	$	(5,372)	$	(958)	$	(6,440)
Six Months Ended April 2, 2022:
Unrealized gains (losses) arising during the period	108		36		(224)		(80)
Reclassifications of realized net (gains) losses to net income	(30)		238		—		208

Balance at April 2, 2022	$	(32)	$	(5,098)	$	(1,182)	$	(6,312)

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 Ended								Nine Months Ended						Gain (loss) in net income:			Affected line item in the Condensed Consolidated Statements of Operations:		Quarter Ended				Six Months Ended
			July 2, 2022			July 3, 2021				July 2, 2022				July 3, 2021						April 1, 2023			April 2, 2022		April 1, 2023		April 2, 2022
Market value adjustments, primarily cash flow hedges	Market value adjustments, primarily cash flow hedges		Primarily revenue			$	27			$	(4)			$	66				$	34		Market value adjustments, primarily cash flow hedges	Primarily revenue		$	116	$	21	$	334	$	39
Estimated tax	Estimated tax	Income taxes		(6)				2				(15)				(5)		Estimated tax			Income taxes		(27)		(5)		(78)		(9)
				21				(2)				51				29							89		16		256		30

Pension and postretirement medical expense	Pension and postretirement medical expense	Interest expense, net		(155)				(194)				(465)				(582)		Pension and postretirement medical expense			Interest expense, net		(1)		(155)		(2)		(310)
Estimated tax	Estimated tax	Income taxes		36				45				108				135		Estimated tax			Income taxes		—		36		—		72
				(119)				(149)				(357)				(447)							(1)		(119)		(2)		(238)

Foreign currency translation and other																		Foreign currency translation and other			Restructuring and impairment charges		—		—		(42)		—
Estimated tax																		Estimated tax			Income taxes		—		—		14		—
																							—		—		(28)		—

Total reclassifications for the period	Total reclassifications for the period			$	(98)			$	(151)			$	(306)			$	(418)	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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Stock options	Stock options	$	23	$	24	$	68	$	72	Stock options	$	20	$	21	$	39	$	45
RSUs	RSUs	250		134		655		356		RSUs	280		233		531		405
Total equity-based compensation expense(1)	Total equity-based compensation expense(1)	$	273	$	158	$	723	$	428	Total equity-based compensation expense(1)	$	300	$	254	$	570	$	450
Equity-based compensation expense capitalized during the period	Equity-based compensation expense capitalized during the period	$	39	$	25	$	109	$	81	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 ~~$110~~$96 million and $1.9 billion, respectively, as of ~~July 2, 2022.~~April 1, 2023.

During the ~~nine~~six months ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ the weighted average grant date fair values for options granted were ~~$46.86~~$34.72 and ~~$57.06,~~$47.39, respectively, and for RSUs were ~~$139.55~~$92.07 and ~~$178.71,~~$148.75, respectively.

During the ~~nine~~six months ended ~~July 2, 2022,~~April 1, 2023, the Company made equity compensation grants consisting of ~~1.7~~1.6 million stock options and ~~11.9~~9.7 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.

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

~~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 July 2, 2022									Fair Value Measurement at April 1, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Investments	Investments	$	228	$	—	$	—	$	228	Investments	$	393	$	—	$	—	$	393
Derivatives	Derivatives									Derivatives
Interest rate		—		1		—		1

Foreign exchange	Foreign exchange	—		1,573		—		1,573		Foreign exchange	—		1,074		—		1,074
Other	Other	—		34		—		34		Other	—		22		—		22
Liabilities	Liabilities									Liabilities
Derivatives	Derivatives									Derivatives
Interest rate	Interest rate	—		(1,228)		—		(1,228)		Interest rate	—		(1,523)		—		(1,523)
Foreign exchange	Foreign exchange	—		(789)		—		(789)		Foreign exchange	—		(807)		—		(807)
Other	Other	—		(4)		—		(4)		Other	—		(6)		—		(6)

Other	Other	—		(368)		—		(368)		Other	—		(448)		—		(448)
Total recorded at fair value	Total recorded at fair value	$	228	$	(781)	$	—	$	(553)	Total recorded at fair value	$	393	$	(1,688)	$	—	$	(1,295)
Fair value of borrowings	Fair value of borrowings	$	—	$	48,178	$	1,552	$	49,730	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 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Investments	Investments	$	950	$	—	$	—	$	950	Investments	$	308	$	—	$	—	$	308
Derivatives	Derivatives									Derivatives
Interest rate	Interest rate	—		186		—		186		Interest rate	—		1		—		1
Foreign exchange	Foreign exchange	—		707		—		707		Foreign exchange	—		2,223		—		2,223
Other	Other	—		10		—		10		Other	—		10		—		10

Liabilities	Liabilities									Liabilities
Derivatives	Derivatives									Derivatives
Interest rate	Interest rate	—		(287)		—		(287)		Interest rate	—		(1,783)		—		(1,783)
Foreign exchange	Foreign exchange	—		(618)		—		(618)		Foreign exchange	—		(1,239)		—		(1,239)
Other	Other	—		(8)		—		(8)		Other	—		(31)		—		(31)

Other	Other	—		(375)		—		(375)		Other	—		(354)		—		(354)
Total recorded at fair value	Total recorded at fair value	$	950	$	(385)	$	—	$	565	Total recorded at fair value	$	308	$	(1,173)	$	—	$	(865)
Fair value of borrowings	Fair 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

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.

~~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 July 2, 2022									As of April 1, 2023
		Current Assets		Other Assets		Other Current Liabilities		Other Long- Term Liabilities			Current Assets		Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges	Derivatives designated as hedges									Derivatives designated as hedges
Foreign exchange	Foreign exchange	$	581	$	645	$	(142)	$	(222)	Foreign exchange	$	518	$	326	$	(229)	$	(90)
Interest rate	Interest rate	—		1		(1,228)		—		Interest rate	—		—		(1,523)		—
Other	Other	28		4		(3)		(1)		Other	3		1		(5)		(1)
Derivatives not designated as hedges	Derivatives not designated as hedges									Derivatives not designated as hedges
Foreign exchange	Foreign exchange	166		181		(204)		(221)		Foreign exchange	226		4		(424)		(64)

Other	Other	2		—		—		—		Other	18		—		—		—
Gross fair value of derivatives	Gross fair value of derivatives	777		831		(1,577)		(444)		Gross fair value of derivatives	765		331		(2,181)		(155)
Counterparty netting	Counterparty netting	(496)		(520)		681		335		Counterparty netting	(630)		(221)		760		91
Cash collateral (received) paid	Cash collateral (received) paid	(165)		(54)		896		74		Cash collateral (received) paid	(55)		(5)		1,382		51
Net derivative positions	Net derivative positions	$	116	$	257	$	—	$	(35)	Net derivative positions	$	80	$	105	$	(39)	$	(13)


		As of October 2, 2021									As of October 1, 2022
		Current Assets		Other Assets		Other Current Liabilities		Other Long- Term Liabilities			Current Assets		Other Assets		Other Current Liabilities		Other Long- Term Liabilities
Derivatives designated as hedges	Derivatives designated as hedges									Derivatives designated as hedges
Foreign exchange	Foreign exchange	$	165	$	240	$	(122)	$	(83)	Foreign exchange	$	864	$	786	$	(228)	$	(350)
Interest rate	Interest rate	—		186		(287)		—		Interest rate	—		1		(1,783)		—
Other	Other	10		—		—		—		Other	10		—		(4)		—
Derivatives not designated as hedges	Derivatives not designated as hedges									Derivatives not designated as hedges
Foreign exchange	Foreign exchange	183		119		(208)		(205)		Foreign exchange	336		247		(374)		(287)

Other	Other	(8)		—		—		—		Other	—		—		(27)		—
Gross fair value of derivatives	Gross fair value of derivatives	350		545		(617)		(288)		Gross fair value of derivatives	1,210		1,034		(2,416)		(637)
Counterparty netting	Counterparty netting	(301)		(360)		460		201		Counterparty netting	(831)		(715)		1,070		476
Cash collateral (received) paid	Cash collateral (received) paid	(3)		(51)		157		73		Cash collateral (received) paid	(341)		(151)		1,282		96
Net derivative positions	Net derivative positions	$	46	$	134	$	—	$	(14)	Net derivative positions	$	38	$	168	$	(64)	$	(65)

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

~~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 ~~both July 2, 2022~~April 1, 2023 and October ~~2, 2021,~~1, 2022, was ~~$15.1 billion.~~$13.5 billion and $14.5 billion, respectively.

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


		Carrying Amount of Hedged Borrowings				Fair Value Adjustments Included in Hedged Borrowings					Carrying Amount of Hedged Borrowings				Fair Value Adjustments Included in Hedged Borrowings
		July 2, 2022		October 2, 2021		July 2, 2022		October 2, 2021			April 1, 2023		October 1, 2022		April 1, 2023		October 1, 2022
Borrowings:	Borrowings:									Borrowings:
Current	Current	$	1,496	$	505	$	(4)	$	5	Current	$	—	$	997	$	—	$	(3)
Long-term	Long-term	12,993		15,136		(1,224)		(103)		Long-term	12,708		12,358		(1,431)		(1,733)
		$	14,489	$	15,641	$	(1,228)	$	(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 Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 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 swaps	Pay-floating swaps	$	(210)	$	165	$	(1,129)	$	(559)	Pay-floating swaps	$	235	$	(741)	$	306	$	(919)
Borrowings hedged with pay-floating swaps	Borrowings hedged with pay-floating swaps	210		(165)		1,129		559		Borrowings hedged with pay-floating swaps	(235)		741		(306)		919
Benefit (expense) associated with interest accruals on pay-floating swaps	Benefit (expense) associated with interest accruals on pay-floating swaps	6		36		76		107		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 ~~July 2, 2022~~April 1, 2023 or at October ~~2, 2021,~~1, 2022, and gains and losses related to pay-fixed interest rate swaps recognized in earnings for the ~~quarter~~quarters and six-month periods ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ 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.

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 ~~July 2, 2022~~April 1, 2023 and October ~~2, 2021,~~1, 2022, the notional amounts of the Company’s net foreign exchange cash flow hedges were ~~$8.2~~$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 ~~$444~~$244 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:


		Quarter Ended				Nine Months Ended					Quarter Ended				Six Months Ended
		July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021			April 1, 2023		April 2, 2022		April 1, 2023		April 2, 2022
Gain (loss) recognized in Other Comprehensive Income	Gain (loss) recognized in Other Comprehensive Income	$	583	$	(6)	$	704	$	(65)	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)	16		(8)		42		32		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 ~~both July 2, 2022~~April 1, 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 ($0.9 billion), respectively. The ~~following amounts are included~~related gains or losses recognized in ~~“Interest expense, net” in~~earnings were not material for the ~~Condensed Consolidated Statements of Income:~~
Quarter Ended Nine Months Ended
July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Gain (loss) on:
Cross currency swaps $ (30) $ 19 $ (18) $ 75
Borrowings hedged with cross currency swaps 30 (19) 18 (75)
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 ~~July 2, 2022~~April 1, 2023 and October ~~2, 2021~~1, 2022 were ~~$4.5~~$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 Expenses Interest expense, net Income Tax Expense
Quarter Ended: July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Net gains (losses) on foreign currency denominated assets and liabilities $ (275) $ 16 $ 29 $ (19) $ 96 $ 5
Net gains (losses) on foreign exchange risk management contracts not designated as hedges 257 (42) (28) 20 (89) —
Net gains (losses) $ (18) $ (26) $ 1 $ 1 $ 7 $ 5
Nine Months Ended:
Net gains (losses) on foreign currency denominated assets and liabilities $ (420) $ 77 $ 17 $ (74) $ 141 $ (29)
Net gains (losses) on foreign exchange risk management contracts not designated as hedges 327 (138) (18) 75 (132) 30
Net gains (losses) $ (93) $ (61) $ (1) $ 1 $ 9 $ 1

~~THE WALT DISNEY COMPANY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	Costs and Expenses				Interest expense, net				Income 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)	$	2

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)	$	2

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 ~~July 2, 2022~~April 1, 2023 and October ~~2, 2021~~1, 2022 and related gains or losses recognized in earnings for the ~~quarter~~quarters and ~~nine months~~six-month periods ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ were not material.

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 ~~July 2, 2022~~both April 1, 2023 and October ~~2, 2021~~1, 2022 were ~~$0.3 billion and~~ $0.4 ~~billion, respectively.~~billion. The related gains or losses recognized in earnings were not material for the quarters and six-month periods ended ~~July~~April 1, 2023 and April 2, ~~2022 and July 3, 2021.~~2022.

Contingent Features and Cash Collateral

The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty were ~~$1,005 million and $244 million on July 2, 2022~~$1.5 billion at both April 1, 2023 and October ~~2, 2021, respectively.~~1, 2022.

16.Restructuring and Impairment Charges

~~For the~~The quarter ~~and nine~~ended April 1, 2023 included charges of $152 million primarily for severance costs. The six months ended ~~July 2, 2022, the Company recognized~~April 1, 2023 included charges of ~~$42~~$221 million primarily for severance costs and ~~$0.2 billion, respectively, primarily due to asset impairments~~costs related to exiting our businesses in Russia. ~~For the~~The quarter and six months ended ~~July 3, 2021, the Company recognized~~April 2, 2022 included charges of ~~$35~~$195 million ~~primarily for severance at our parks and experience businesses. For the nine months ended July 3, 2021, the Company recognized charges of $0.6 billion, primarily~~ due to the ~~planned closure~~impairment of an ~~animation studio and a substantial number of our Disney-branded retail stores as well as severance costs at our parks and experiences and other businesses.~~intangible asset related to the Disney Channel in Russia. 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 of~~model, including: the nature of the transactions, the accounting for the transactions, and the effect of the transactions on the financial statements. The

~~THE WALT DISNEY COMPANY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

guidance is effective for annual periods beginning with the Company’s 2023 fiscal ~~year (with early adoption permitted).~~year. While 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 assessing~~may 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 statements~~a new organizational structure and operational changes within the ~~meaning of Section 27A~~Company 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 performance~~operational 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 ~~impact~~process of ~~COVID-19~~reviewing 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,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “anticipates,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans 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~~a strategic change in our ~~2021 Annual Report on Form 10-K, including under~~approach to content curation and, as a result, will remove certain content from our platforms. We currently expect to take an impairment charge of approximately $1.5 billion to $1.8 billion, which will largely be recognized in the ~~captions “Risk Factors,” “Management’s Discussion~~third quarter of fiscal 2023 as we complete the review and ~~Analysis of Financial Condition and Results of Operations,” and “Business,”~~remove the content. The Company does not expect any material cash expenditures in our 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 filingsconnection with the Securities and Exchange Commission, that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

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)		Nine 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)	July 2, 2022		July 3, 2021			July 2, 2022			July 3, 2021			(in millions, except per share data)	April 1, 2023				April 2, 2022				April 1, 2023			April 2, 2022
Revenues:	Revenues:																		Revenues:
Services	Services	$	19,461	$	15,585	25 %		$	56,215		$	44,978			25 %	Services	$	19,586		$	17,212			14 %		$	40,583		$	36,754		10 %
Products	Products	2,043		1,437		42 %		6,357			3,906				63 %	Products	2,229			2,037			9 %		4,744			4,314			10 %
Total revenues	Total revenues	21,504		17,022		26 %		62,572			48,884				28 %	Total revenues	21,815			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)	(12,404)		(10,251)		(21) %		(36,895)			(29,921)				(23) %	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)	(1,278)		(982)		(30) %		(3,948)			(2,869)				(38) %	Cost of products (exclusive of depreciation and amortization)	(1,456)			(1,264)			(15) %		(3,061)			(2,670)			(15) %
Selling, general, administrative and other	Selling, general, administrative and other	(4,100)		(3,168)		(29) %		(11,655)			(9,198)				(27) %	Selling, general, administrative and other	(3,614)			(3,768)			4 %		(7,441)			(7,555)			2 %
Depreciation and amortization	Depreciation and amortization	(1,290)		(1,266)		(2) %		(3,846)			(3,836)				— %	Depreciation and amortization	(1,310)			(1,287)			(2) %		(2,616)			(2,556)			(2) %
Total costs and expenses	Total costs and expenses	(19,072)		(15,667)		(22) %		(56,344)			(45,824)				(23) %	Total costs and expenses	(19,540)			(17,649)			(11) %		(41,059)			(37,272)			(10) %
Restructuring and impairment charges	Restructuring and impairment charges	(42)		(35)		(20) %		(237)			(562)				58 %	Restructuring and impairment charges	(152)			(195)			22 %		(221)			(195)			(13) %
Other income (expense), net	Other income (expense), net	(136)		(91)		(49) %		(730)			214				nm	Other income (expense), net	149			(158)			nm		107			(594)			nm
Interest expense, net	Interest expense, net	(360)		(445)		19 %		(1,026)			(1,089)				6 %	Interest expense, net	(322)			(355)			9 %		(622)			(666)			7 %
Equity in the income of investees	Equity in the income of investees	225		211		7 %		674			648				4 %	Equity in the income of investees	173			210			(18) %		364			449			(19) %
Income from continuing operations before income taxes	Income from continuing operations before income taxes	2,119		995		>100 %		4,909			2,271				>100 %	Income from continuing operations before income taxes	2,123			1,102			93 %		3,896			2,790			40 %
Income taxes on continuing operations	Income taxes on continuing operations	(617)		133		nm		(1,610)			9				nm	Income taxes on continuing operations	(635)			(505)			(26) %		(1,047)			(993)			(5) %
Net income from continuing operations	Net income from continuing operations	1,502		1,128		33 %		3,299			2,280				45 %	Net income from continuing operations	1,488			597			>100 %		2,849			1,797			59 %
Loss from discontinued operations, net of income tax benefit of $0, $2, $14 and $9, respectively		—		(5)		100 %		(48)			(28)				(71) %
Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively																Loss from discontinued operations, net of income tax benefit of $0, $0, $0 and $14, respectively	—			—			nm		—			(48)			— %
Net income	Net income	1,502		1,123		34 %		3,251			2,252				44 %	Net income	1,488			597			>100 %		2,849			1,749			63 %
Net income from continuing operations attributable to noncontrolling interests	Net income from continuing operations attributable to noncontrolling interests	(93)		(205)		55 %		(268)			(416)				36 %	Net income from continuing operations attributable to noncontrolling interests	(217)			(127)			(71) %		(299)			(175)			(71) %

Net income attributable to Disney	Net income attributable to Disney	$	1,409	$	918	53 %		$	2,983		$	1,836			62 %	Net income attributable to Disney	$	1,271		$	470		>100 %		$	2,550		$	1,574		62 %
Diluted earnings per share from continuing operations attributable to Disney	Diluted earnings per share from continuing operations attributable to Disney	$	0.77	$	0.50	54 %		$	1.66		$	1.02			63 %	Diluted earnings per share from continuing operations attributable to Disney	$	0.69		$	0.26		>100 %		$	1.39		$	0.89		56 %

~~SIGNIFICANT DEVELOPMENTS~~CURRENT QUARTER RESULTS COMPARED TO PRIOR-YEAR QUARTER

~~COVID-19 Pandemic~~Revenues 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 continues~~quarter 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 segments~~the revenue reduction for the Content License Early Termination in ~~a number of ways, most significantly~~the prior-year quarter, growth at ~~the DPEP segment where~~ our theme parks and resorts, ~~were closed~~higher DTC subscription revenue and ~~cruise ship sailings and guided tours were suspended. These operations resumed~~an 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 domestic~~theme parks and resorts ~~are generally operating without significant COVID-19-related capacity restrictions, such as those that~~was 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 ~~generally in place during~~partially 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.~~ ~~In addition, our cruise ships have generally been operating without COVID-19-related capacity restrictions since April 2022.~~ ~~Certain~~U.S. dollar against major currencies including the impact of our ~~international~~hedging 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, ~~continue~~partially offset by lower home entertainment sales volumes. Product revenues reflected an approximate 2 percentage point decrease due to ~~be impacted~~an unfavorable Foreign Exchange Impact.

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 higher technical support costs at Direct-to-Consumer. The increase in programming and production costs was due to higher costs at Direct-to-Consumer, increased sports programming costs 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 closures~~a 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 ~~capacity~~other 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. At~~amortization 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,~~current 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 other	182		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 other resulted from a favorable comparison of pension and postretirement benefit costs, other than service cost, higher interest income on cash balances, and investment gains in the current quarter compared to investment losses in the prior-year quarter.

Equity in the Income of Investees

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 operations	635		505
Effective income tax rate - continuing operations	29.9%		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 ~~film and television productions have generally resumed, although we have seen disruptions of production activities depending on local circumstances. Thus far, we have generally been able~~ability to ~~release our films theatrically in fiscal 2022, although~~utilize certain ~~markets continue to impose restrictions on theater openings and capacity.~~foreign tax credits.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

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.Noncontrolling Interests

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 26%, or $4.5 billion, to $21.5 billion; net income attributable to Disney increased to $1.4 billion from $0.9 billion; and diluted earnings per share from continuing operations attributable to Disney (EPS) increased to $0.77 from $0.50 in the prior-year quarter. The EPS increase for the quarter was due to higher segment operating income, partially offset by the comparison to an income tax benefit in the prior-year quarter. Higher segment operating results were due to growth at DPEP, partially offset by lower operating results at DMED.

~~Revenues~~

Service revenues for the quarter increased 25%, or $3.9 billion, to $19.5 billion due to increased revenues at our theme parks and resorts and in DTC subscription, theatrical distribution and advertising revenue. The increase at theme parks and resorts was due to higher volumes, which generally reflected the impact of operating with capacity restrictions in the prior-year quarter as a result of COVID-19, and higher average per capita ticket revenue. The increase in DTC subscription revenue was due to subscriber growth and higher average rates.

~~Product revenues for the quarter increased 42%, or $0.6 billion, to $2.0 billion due to higher sales volumes of merchandise, food and beverage at our theme parks and resorts.~~

~~Costs and expenses~~

Cost of services for the quarter increased 21%, or $2.2 billion, to $12.4 billion due to increased volumes at our theme parks and resorts, higher programming and production costs 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 Direct-to-Consumer primarily due to more content provided on the Disney+ service and higher subscriber-based fees at Hulu and, to a lesser extent, an increase due to higher theatrical distribution revenue.

~~Cost of products for the quarter increased 30%, or $0.3 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 29%, or $0.9 billion, to $4.1 billion driven by higher marketing costs at our direct-to-consumer, theatrical distribution and, to a lesser extent, parks and experiences businesses, partially offset by lower marketing costs at our linear channels.

~~Restructuring and impairment charges~~

~~In the current quarter, the Company recorded charges of~~ ~~$42 million~~ ~~primarily due to asset impairments related to our businesses in Russia.~~

In the prior-year quarter, the Company recorded charges of $35 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 experience businesses.

~~Other income (expense), net~~

In the current quarter, the Company recorded the DraftKings loss of $136 million. In the prior-year quarter, the Company recorded the DraftKings loss of $217 million and the German FTA gain of $126 million.

~~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) July 2,
2022 July 3,
2021 % Change
Better (Worse)
Interest expense $ (380) $ (404) 6  %
Interest income, investment income and other 20     (41)     nm
Interest expense, net $ (360) $ (445) 19  %

~~The decrease in interest expense was due to lower average debt balances and higher capitalized interest, partially offset by higher average rates.~~


	Quarter Ended
(in millions)	April 1, 2023		April 2, 2022		% Change Better (Worse)
Net income from continuing operations attributable to noncontrolling interests	$	(217)	$	(127)	(71) %

The increase in interest income, investment income and other was due to a favorable comparison of pension and postretirement benefit costs, other than service cost, which was a benefit in the current quarter and an expense in the prior-year quarter, and lower investment losses in the current quarter.

~~Effective Income Tax Rate~~

Quarter Ended
July 2,
2022 July 3,
2021
Income from continuing operations before income taxes $ 2,119 $ 995
Income tax on continuing operations 617 (133)
Effective income tax rate - continuing operations 29.1% (13.4)%

The effective income tax rate in the current quarter was higher than the U.S. statutory rate due to higher effective tax rates on foreign earnings, including the impact of foreign losses and foreign tax credits for which we are unable to recognize a tax benefit. The effective income tax rate was a benefit in the prior-year quarter due to favorable adjustments related to prior years.

~~Noncontrolling Interests~~

Quarter Ended
(in millions) July 2,
2022 July 3,
2021 % Change
Better (Worse)
Net income from continuing operations attributable to noncontrolling interests $ (93) $ (205) 55 %

~~The decrease~~ in net income from continuing operations attributable to noncontrolling interests was due to ~~higher losses~~improved results at Shanghai Disney Resort and lower losses at Hong Kong Disneyland Resort and at our DTC sports business, partially offset by ~~higher~~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 ~~July 2, 2022~~April 1, 2023 were impacted by the following:

•TFCF and Hulu acquisition amortization of ~~$585~~$558 million

•Restructuring and impairment charges of $152 million

•Other ~~expense~~income of ~~$136~~$149 million ~~reflecting~~due to the DraftKings ~~loss~~

•~~Impairment charges of $42 million~~gain

Results for the quarter ended ~~July 3, 2021~~April 2, 2022 were impacted by the following:

•A $1.0 billion reduction in revenue for the Content Licence Early Termination

•TFCF and Hulu acquisition amortization of ~~$604~~$594 million

•Impairment charges of $195 million

•Other expense of ~~$91~~$158 million ~~reflecting~~due to the DraftKings loss ~~of $217 million, partially offset by the German FTA gain of $126 million~~

•~~Restructuring and impairment charges of $35 million~~

~~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 July 2, 2022:
Quarter Ended April 1, 2023:										Quarter Ended April 1, 2023:
TFCF and Hulu acquisition amortization	TFCF and Hulu acquisition amortization	$	(585)	$	136	$	(449)	$	(0.24)	TFCF and Hulu acquisition amortization	$	(558)	$	130	$	(428)	$	(0.23)
Other expense		(136)		32		(104)		(0.06)
Restructuring and impairment charges	Restructuring and impairment charges	(42)		10		(32)		(0.02)		Restructuring and impairment charges	(152)		35		(117)		(0.06)
Other income (expense), net										Other income (expense), net	149		(35)		114		0.06

Total	Total	$	(763)	$	178	$	(585)	$	(0.32)	Total	$	(561)	$	130	$	(431)	$	(0.23)

Quarter Ended July 3, 2021:
Quarter Ended April 2, 2022:										Quarter Ended April 2, 2022:
Content License Early Termination										Content License Early Termination	$	(1,023)	$	238	$	(785)	$	(0.43)
TFCF and Hulu acquisition amortization	TFCF and Hulu acquisition amortization	$	(604)	$	141	$	(463)	$	(0.25)	TFCF and Hulu acquisition amortization	(594)		138		(456)		(0.24)
Other expense, net		(91)		22		(69)		(0.04)
Restructuring and impairment charges	Restructuring and impairment charges	(35)		8		(27)		(0.01)		Restructuring and impairment charges	(195)		45		(150)		(0.08)
Other income (expense), net										Other income (expense), net	(158)		37		(121)		(0.07)

Total	Total	$	(730)	$	171	$	(559)	$	(0.30)	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 ~~NINE-MONTH~~SIX-MONTH PERIOD RESULTS COMPARED TO PRIOR-YEAR ~~NINE-MONTH~~SIX-MONTH PERIOD

Revenues for the current period increased ~~$13.7~~$4.3 billion, to ~~$62.6~~$45.3 billion; net income attributable to Disney increased ~~$1.1~~$1.0 billion, to ~~$3.0~~$2.6 billion; and EPS ~~was $1.66 compared~~increased to ~~$1.02~~$1.39 from $0.89 in the prior-year period. The EPS increase ~~was due~~resulted 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 the recognition of an income tax benefit in the prior-year period, a revenue reduction ~~in revenue~~ for the Content License Early Termination in the prior-year period, growth in operating income at DPEP, and ~~a higher DraftKings loss~~an investment gain in the current period compared to an investment loss in the prior-year period. These increases were partially offset by a decrease in operating income at DMED.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Revenues

Service revenues for the current period increased ~~25%~~10%, or ~~$11.2~~$3.8 billion, to ~~$56.2~~$40.6 billion, due to increased revenues at our theme parks and resorts, higher DTC subscription revenue, ~~and, to a lesser extent, higher~~ theatrical distribution revenue growth and ~~advertising revenue.~~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 ~~reduction in revenue for the Content License Early Termination.~~lesser extent, affiliate revenue. The increase at theme parks and resorts was due to higher volumes ~~which generally reflected the impact of operating with capacity restrictions in the prior-year 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 and higher ~~average~~ rates. Service revenues reflected an approximate 2 percentage point decrease due to an unfavorable Foreign Exchange Impact.

Product revenues for the current period increased ~~63%~~10%, or ~~$2.5~~$0.4 billion, to ~~$6.4~~$4.7 billion, due to higher sales volumes of merchandise, food and beverage 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 ~~23%~~14%, or ~~$7.0~~$3.5 billion, to ~~$36.9~~$27.9 billion, due to higher programming and production costs and, to a lesser extent, increased volumes at our theme parks and resorts and higher technical support ~~expenses~~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,~~Direct-to-Consumer and increased ~~sports programming costs, higher subscriber-based fees at Hulu and an increase in~~ production cost amortization resulting from higher theatrical revenue. Costs of services reflected an approximate 1 percentage point decrease due to ~~theatrical revenue growth. These increases were partially offset by lower programming and production costs as~~ a ~~result of international channel closures.~~favorable Foreign Exchange Impact.

Cost of products for the current period increased ~~38%~~15%, or ~~$1.1~~$0.4 billion, to ~~$3.9~~$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 27%~~decreased 2%, or ~~$2.5~~$0.1 billion, to ~~$11.7~~$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 costs~~depreciation at our ~~direct-to-consumer, theatrical distribution and, to a lesser extent,~~domestic theme parks and ~~experiences businesses.~~resorts.

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. These businesses generate approximately two percent of the Company’s operating income. 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 other	347		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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Effective Income Tax Rate


	Six Months Ended
	April 1, 2023		April 2, 2022
Income from continuing operations before income taxes	$	3,896	$	2,790
Income tax on continuing operations	1,047		993
Effective income tax rate - continuing operations	26.9%		35.6%

The decrease in the effective income tax rate was driven by the comparison to unfavorable items in the prior-year period for adjustments related to prior years and for new tax regulations that limit our ability to utilize certain foreign tax 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 a favorable impact in the prior-year period.

Noncontrolling Interests


	Six Months Ended
(in millions)	April 1, 2023		April 2, 2022		% Change Better (Worse)
Net income from continuing operations attributable to noncontrolling interests	$	(299)	$	(175)	(71) %

The increase in net income from continuing operations attributable to noncontrolling interests was due to the 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, partially offset by lower results at ESPN.

Certain Items Impacting Results in the Six-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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~recorded charges of $237 million primarily due to the impairment of an intangible and other assets related to our businesses in Russia.~~ ~~We may incur additional charges to exit these businesses, which are not anticipated to be material.~~

In the prior-year period, the Company recorded charges of $562 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 parks and experiences and other businesses.

~~Other income (expense), net~~

In the current period, the Company recorded the DraftKings loss of $726 million. In the prior-year period, the Company recorded the fuboTV gain of $186 million, the German FTA gain of $126 million and the DraftKings loss of $98 million.

~~Interest expense, net~~

~~Interest expense, net is as follows:~~

Nine Months Ended
(in millions) July 2,
2022 July 3,
2021 % Change
Better (Worse)
Interest expense $ (1,115) $ (1,223) 9  %
Interest income, investment income and other 89     134     (34) %
Interest expense, net $ (1,026) $ (1,089) 6  %

~~The decrease in interest expense was due to lower average debt balances and higher capitalized interest, partially offset by higher average rates.~~

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~~

Nine Months Ended
July 2,
2022 July 3,
2021
Income from continuing operations before income taxes $ 4,909 $ 2,271
Income tax on continuing operations 1,610 (9)
Effective income tax rate - continuing operations 32.8% (0.4)%

The effective income 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 new tax regulations that limit our ability to utilize certain foreign tax credits. We recognized an income tax benefit in the prior-year period due to favorable adjustments related to prior years, 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.

~~Noncontrolling Interests~~

Nine Months Ended
(in millions) July 2,
2022 July 3,
2021 % Change
Better (Worse)
Net income from continuing operations attributable to noncontrolling interests $ (268) $ (416) 36 %

The decrease in net income from continuing operations attributable to noncontrolling interests for the current period was due to higher losses at Shanghai Disney Resort and our DTC sports business, partially offset by higher results at ESPN.

~~Certain Items Impacting Results in the Year~~

~~Results for the nine months ended July 2, 2022 were impacted by the following:~~

•~~TFCF and Hulu acquisition amortization of $1,774 million~~

•~~A $1.0 billion reduction in revenue for the Content License Early Termination~~

•~~Other expense of $730 million reflecting the DraftKings loss~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~

•~~Impairment charges of $237 million~~

~~Results for the nine months ended July 3, 2021 were impacted by the following:~~

•~~TFCF and Hulu acquisition amortization of $1,826 million~~

•~~Restructuring and impairment charges of $562 million~~

•~~Other income of $214 million reflecting the fuboTV gain of $186 million, German FTA gain of $126 million and DraftKings loss of $98 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)
Nine Months Ended July 2, 2022:
TFCF and Hulu acquisition amortization		$	(1,774)	$	413	$	(1,361)	$	(0.73)
Contract License Early Termination		(1,023)		238		(785)		(0.43)
Other income (expense), net		(730)		170		(560)		(0.31)
Restructuring and impairment charges		(237)		55		(182)		(0.10)

Total		$	(3,764)	$	876	$	(2,888)	$	(1.57)

Nine Months Ended July 3, 2021:

Six Months Ended April 1, 2023:										Six Months Ended April 1, 2023:
TFCF and Hulu acquisition amortization	TFCF and Hulu acquisition amortization	$	(1,826)	$	425	$	(1,401)	$	(0.74)	TFCF and Hulu acquisition amortization	$	(1,137)	$	264	$	(873)	$	(0.47)
Restructuring and impairment charges	Restructuring and impairment charges	(562)		132		(430)		(0.24)		Restructuring and impairment charges	(221)		43		(178)		(0.10)
Other income (expense), net	Other income (expense), net	214		(49)		165		0.09		Other income (expense), net	107		(18)		89		0.05

Total	Total	$	(2,174)	$	508	$	(1,666)	$	(0.89)	Total	$	(1,251)	$	289	$	(962)	$	(0.52)

Six Months Ended April 2, 2022:										Six Months Ended April 2, 2022:

TFCF and Hulu acquisition amortization										TFCF and Hulu acquisition amortization	$	(1,189)	$	277	$	(912)	$	(0.49)
Content License Early Termination										Content License Early Termination	(1,023)		238		(785)		(0.43)

Other income (expense), net										Other income (expense), net	(594)		138		(456)		(0.25)
Restructuring and impairment charges										Restructuring and impairment charges	(195)		45		(150)		(0.08)

Total										Total	$	(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 ~~nine~~six months ended ~~July 2, 2022~~April 1, 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

BUSINESS SEGMENT RESULTS

~~Below is a discussion~~The Company evaluates the performance of ~~the major~~its operating businesses based on segment revenue and ~~expense categories for~~segment operating income.

The following table presents revenues from our ~~business segments. Costs and expenses for each segment consist of~~ operating ~~expenses, selling, general, administrative~~segments and other ~~costs, and depreciation and amortization. Selling, general, administrative~~components of revenues:


	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 Products	7,776		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 other ~~costs include third-party and internal marketing expenses.~~components of income from continuing operations before income taxes:

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


	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 income	2,166		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, net	149		(158)		nm	107		(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 %

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

these businesses based on the estimated relative value of the distribution windows. Programming 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 amortization of acquired licensed programming rights (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) Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Total revenues $ 21,504 $ 17,022 26 % $ 62,572 $ 48,884 28 %
Content License Early Termination — — nm 1,023 — nm
Segment revenues $ 21,504 $ 17,022 26 % $ 63,595 $ 48,884 30 %

~~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) Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Income from continuing operations before income taxes $ 2,119 $ 995 >100  % $ 4,909 $ 2,271 >100  %
Add (subtract):
Content License Early Termination — — nm 1,023 — nm
Corporate and unallocated shared expenses 325 212 (53) % 825 645 (28) %
Restructuring and impairment charges 42 35 (20) % 237 562 58  %
Other (income) expense, net 136 91 (49) % 730 (214) nm
Interest expense, net 360 445 19  % 1,026 1,089 6  %
TFCF and Hulu acquisition amortization 585    604    3  % 1,774    1,826    3  %
Total segment operating income $ 3,567 $ 2,382 50  % $ 10,524 $ 6,179 70  %

~~The following is a summary of segment revenue and operating income (loss):~~

Quarter Ended % Change
Better
(Worse) Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Segment Revenues:
Disney Media and Entertainment Distribution $ 14,110 $ 12,681 11  % $ 42,315 $ 37,782 12  %
Disney Parks, Experiences and Products 7,394 4,341 70  % 21,280 11,102 92  %
$ 21,504 $ 17,022 26  % $ 63,595 $ 48,884 30  %
Segment operating income (loss):
Disney Media and Entertainment Distribution $ 1,381 $ 2,026    (32) % $ 4,133 $ 6,348    (35) %
Disney Parks, Experiences and Products 2,186    356    >100  % 6,391 (169)    nm
$ 3,567 $ 2,382    50  % $ 10,524 $ 6,179    70  %

Depreciation expense is as follows:

Quarter Ended % Change
Better
(Worse) Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Disney Media and Entertainment Distribution $ 163 $ 153 (7) % $ 485 $ 453 (7) %
Disney Parks, Experiences and Products
Domestic 434    383    (13) % 1,236    1,162    (6) %
International 161 178 10  % 496 538 8  %
Total Disney Parks, Experiences and Products 595 561 (6) % 1,732 1,700 (2) %
Corporate 47 47 —  % 141 139 (1) %
Total depreciation expense $ 805 $ 761 (6) % $ 2,358 $ 2,292 (3) %

~~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

Domestic	455		404		(13) %	907		802		(13) %
International	169		167		(1) %	333		335		1 %

Total Disney Parks, Experiences and Products	624		571		(9) %	1,240		1,137		(9) %



Corporate	52		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)		Nine Months Ended									% Change Better (Worse)		Quarter Ended								% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			July 2, 2022			July 3, 2021				(in millions)		April 1, 2023				April 2, 2022					April 1, 2023				April 2, 2022

Disney Media and Entertainment Distribution	Disney Media and Entertainment Distribution	$	36	$	44		18 %			$	115			$	135				15 %		Disney Media and Entertainment Distribution	$	30			$		39	23 %		$	64	$	79	19 %
Disney Parks, Experiences and Products	Disney Parks, Experiences and Products	27		27		— %		81				81					— %	Disney Parks, Experiences and Products	27				27				— %		54		54		— %
TFCF and Hulu		422		434		3 %		1,292				1,328					3 %
TFCF and Hulu intangible assets																		TFCF and Hulu intangible assets	408				435				6 %		825		870		5 %

Total amortization of intangible assets	Total amortization of intangible assets	$	485	$	505	4 %		$	1,488			$	1,544				4 %	Total amortization of intangible assets	$	465			$	501			7 %		$	943	$	1,003	6 %

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)	July 2, 2022		July 3, 2021				(in millions)	April 1, 2023				% Change Better (Worse)
Revenues:	Revenues:							Revenues:
Linear Networks	Linear Networks	$	7,189	$	6,956	3 %		Linear Networks	$	6,625	$	7,116	(7) %
Direct-to-Consumer	Direct-to-Consumer	5,058		4,256		19 %		Direct-to-Consumer	5,514		4,903		12 %
Content Sales/Licensing and Other	Content Sales/Licensing and Other	2,111		1,681		26 %		Content Sales/Licensing and Other	2,197		1,866		18 %
Elimination of Intrasegment Revenue(1)	Elimination of Intrasegment Revenue(1)	(248)		(212)		(17) %		Elimination of Intrasegment Revenue(1)	(297)		(265)		(12) %
		$	14,110	$	12,681	11 %			$	14,039	$	13,620	3 %
Segment operating income (loss):	Segment operating income (loss):							Segment operating income (loss):
Linear Networks	Linear Networks	$	2,469	$	2,187	13 %		Linear Networks	$	1,828	$	2,815	(35) %
Direct-to-Consumer	Direct-to-Consumer	(1,061)		(293)		>(100) %		Direct-to-Consumer	(659)		(887)		26 %
Content Sales/Licensing and Other	Content Sales/Licensing and Other	(27)		132		nm		Content Sales/Licensing and Other	(50)		16		nm

		$	1,381	$	2,026	(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.

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)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Revenues	Revenues						Revenues
Affiliate fees	Affiliate fees	$	4,585	$	4,643	(1) %	Affiliate fees	$	4,691	$	4,867	(4) %
Advertising	Advertising	2,470		2,200		12 %	Advertising	1,768		2,083		(15) %
Other	Other	134		113		19 %	Other	166		166		— %
Total revenues	Total revenues	7,189		6,956		3 %	Total revenues	6,625		7,116		(7) %
Operating expenses	Operating expenses	(4,091)		(4,091)		— %	Operating expenses	(3,999)		(3,584)		(12) %
Selling, general, administrative and other	Selling, general, administrative and other	(823)		(851)		3 %	Selling, general, administrative and other	(945)		(902)		(5) %
Depreciation and amortization	Depreciation and amortization	(34)		(42)		19 %	Depreciation and amortization	(28)		(36)		22 %
Equity in the income of investees	Equity in the income of investees	228		215		6 %	Equity in the income of investees	175		221		(21) %
Operating Income	Operating Income	$	2,469	$	2,187	13 %	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 Channels	647		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) %
Broadcasting	657		796		(17) %
Domestic Channels	1,470		1,629		(10) %
International Channels	298		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.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~Revenues~~The 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 Channels	1,052		1,290		(18) %
	$	6,625	$	7,116	(7) %
Supplemental operating income detail
Domestic Channels	$	1,568	$	2,349	(33) %
International Channels	85		245		(65) %
Equity in the income of investees	175		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) July 2,
2022 July 3,
2021
Domestic Channels $ 3,884 $ 3,791 2 %
International Channels 701 852 (18) %
$ 4,585 $ 4,643 (1) %


	Quarter Ended				% Change Better (Worse)
(in millions)	April 1, 2023		April 2, 2022
Revenues
Subscription fees	$	4,605	$	3,887	18 %
Advertising	750		891		(16) %
TV/SVOD distribution and other	159		125		27 %
Total revenues	5,514		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 increase~~Revenues

Growth in ~~affiliate revenue at the Domestic Channels~~subscription fees reflected ~~an increase~~increases of 6%13% from higher ~~contractual rates, partially offset by a decrease of 3% from fewer subscribers.~~

~~The decrease in affiliate revenue at the International Channels reflected decreases of 12% from fewer~~ subscribers ~~due to channel closures in Asia, Latin America~~ and ~~Europe and 5% from an unfavorable foreign exchange impact.~~

~~Advertising revenue is as follows:~~

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Cable $ 1,027 $ 831 24  %
Broadcasting 755 877 (14) %
Domestic Channels 1,782 1,708 4  %
International Channels 688 492 40  %
$ 2,470 $ 2,200 12  %

~~The increase in Cable advertising revenue was due to increases of 22% from rates and 5% from impressions, which reflected higher average viewership.~~

The decrease in Broadcasting advertising revenue was due to decreases of 12% from a shift in the timing of The Academy Awards at ABC and 12% from fewer impressions at ABC, reflecting lower average viewership and, to a lesser extent, fewer units delivered. Fewer units delivered reflected the impact of more hours programmed by ESPN due to the timing of the NBA Finals. The timing of the Academy Awards and the NBA Finals were both impacted by COVID-19 in the prior year. The Academy Awards aired in the second quarter in the current fiscal year compared to the third quarter in the prior fiscal year while the 2021 NBA Finals were aired in the third quarter of the current year compared to fourth quarter of the prior year. These decreases were partially offset by increases of 7% from higher rates at ABC and 1% from the owned television stations. The increase at the owned television stations was due to the benefit of higher rates resulting from an increase in political advertising, partially offset by the impact of the timing of The Academy Awards.

~~The increase in International Channels advertising revenue was due to increases of 43% from higher impressions reflecting an increase in average viewership and 7%~~8% from higher rates, partially offset by a decrease of 8%2% from an unfavorable ~~foreign exchange impact.~~Foreign Exchange Impact. The increase in ~~average viewership~~subscribers was due to growth 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 ~~64 Indian Premier League (IPL) cricket matches~~four events in the current quarter compared to ~~29 matches~~three events in the prior-year quarter. IPL cricket matches typically occur in our second and third fiscal quarters. The increase in the number of matches in the current quarter was due to a shift in the timing of matches from the third quarter to the fourth quarter in the prior fiscal year as a result of COVID-19 and the IPL adding matches to the current season.

~~Other revenue increased $21 million, to $134 million from $113 million, driven by higher sub-licensing fees from IPL cricket matches in the current quarter compared to~~ the prior-year quarter.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~Costs and Expenses~~

~~Operating expenses primarily consist of programming and production costs, which are as follows:~~

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Cable $ (2,066) $ (2,055) (1) %
Broadcasting (614) (798) 23  %
Domestic Channels (2,680) (2,853) 6  %
International Channels (1,000) (845) (18) %
$ (3,680) $ (3,698) —  %

Programming and production costs at Cable were comparable to the prior-year quarter as higher rights costs for NBA programming and an increase in sports production costs were largely offset by lower MLB and soccer rights costs. Higher NBA programming costs reflected the timing of the NBA Finals, which are programmed by ESPN and aired on ABC, and contractual rate increases, partially offset by fewer regular season games in the current quarter as a result of a delayed start of the 2021 NBA season due to COVID-19. Lower costs for MLB programming were due to airing 13 games in the current quarter compared to 44 games in the prior-year quarter. The decrease in soccer programming costs reflected the comparison to the airing of UEFA Euro 2020 in the prior-year quarter. UEFA Euro typically occurs every four years. UEFA Euro 2020 was originally scheduled to occur in fiscal 2020, but was held in fiscal 2021 due to COVID-19.

The decrease in programming and production costs at Broadcasting was due to a lower cost mix of programming and, to a lesser extent, the timing of the NBA Finals, which are programmed by ESPN. The lower cost mix of programming reflected the timing of The Academy Awards and fewer hours of scripted and acquired reality programming, partially offset by the cost of new National Hockey League (NHL) programming. We acquired the rights to NHL programming starting with the 2021/2022 season.

Programming and production costs at the International Channels increased due to higher sports programming costs reflecting more IPL cricket matches in the current quarter, partially offset by the impact of channel closures and a favorable foreign exchange impact.

~~Selling, general administrative and other costs decreased $28 million, to $823 million from $851 million, driven by lower marketing costs, partially offset by higher compensation costs.~~

~~Operating Income from Linear Networks~~

Operating income from Linear Networks increased $282 million, to $2,469 million from $2,187 million, due to increases at Cable and Broadcasting, partially offset by a decrease at the International Channels.

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

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Supplemental revenue detail
Domestic Channels $ 5,700 $ 5,561 2  %
International Channels 1,489 1,395 7  %
$ 7,189 $ 6,956 3  %
Supplemental operating income detail
Domestic Channels $ 2,075 $ 1,803 15  %
International Channels 166 169 (2) %
Equity in the income of investees 228 215 6  %
$ 2,469 $ 2,187 13  %

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~

~~Direct-to-Consumer~~

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

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Revenues
Subscription fees $ 3,889 $ 3,156 23  %
Advertising 1,018    909    12  %
TV/SVOD distribution and other 151 191 (21) %
Total revenues 5,058 4,256 19  %
Operating expenses (4,536) (3,414) (33) %
Selling, general, administrative and other (1,494) (1,048) (43) %
Depreciation and amortization (89) (87) (2) %
Operating Loss $ (1,061) $ (293) >(100) %

~~Revenues~~

The increase in subscription fees reflected increases of 21% from higher subscribers, due to growth at Disney+, Hulu and ESPN+, and 5% from higher rates due to increases in retail pricing at Hulu and Disney+, partially offset by a decrease of 2% from an unfavorable foreign exchange impact.

Higher advertising revenue reflected increases of 10% from higher impressions due to growth at Disney+ and, to a lesser extent, at ESPN+, and 3% from higher rates due to an increase at Hulu. The increase in impressions at Disney+ was due to airing 64 IPL matches in the current quarter compared to 29 matches in the prior-year quarter.

The decrease in TV/SVOD distribution and other revenue was due to lower Disney+ Premier Access revenues, partially offset by an increase in Ultimate Fighting Championship (UFC) pay-per-view fees. Lower Disney+ Premier Access revenues reflected no releases in the current quarter compared to ~~Cruella~~ in the prior-year quarter. The increase in UFC pay-per-view fees was due to airing four events in the current quarter compared to three events in the prior-year quarter and higher pricing, partially offset by lower average buys per event.

The following tables present additional information about our Disney+, ESPN+ and Hulu DTC product offerings(1).

Paid subscribers(2) ~~as of:~~at:

(in millions) July 2,
2022 July 3,
2021 % Change
Better
(Worse)
Disney+
Domestic (U.S. and Canada) 44.5    37.9    17  %
International (excluding Disney+ Hotstar)(3)
49.2    33.2    48  %
Disney+ (excluding Disney+ Hotstar)(4)
93.6    71.1    32  %
Disney+ Hotstar 58.4    44.9    30  %
Total Disney+(4)
152.1    116.0    31  %
ESPN+ 22.8    14.9    53  %
Hulu
SVOD Only 42.2 39.1 8  %
Live TV + SVOD 4.0 3.7 8  %
Total Hulu(4)
46.2 42.8 8  %

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~


				% 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+
Domestic (U.S. and Canada)	46.3	46.6	44.4	(1) %	4 %
International (excluding Disney+ Hotstar)(3)	58.6	57.7	43.2	2 %	36 %
Disney+ Core(4)	104.9	104.3	87.6	1 %	20 %
Disney+ Hotstar	52.9	57.5	50.1	(8) %	6 %
Total Disney+(4)	157.8	161.8	137.7	(2) %	15 %

ESPN+	25.3	24.9	22.3	2 %	13 %

Hulu
SVOD Only	43.7	43.5	41.4	— %	6 %
Live TV + SVOD	4.4	4.5	4.1	(2) %	7 %
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)
		July 2, 2022		July 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)	$	6.27	$	6.62	(5) %	Domestic (U.S. and Canada)	$	7.14	$	5.95	$	6.32	20 %	13 %
International (excluding Disney+ Hotstar)(3)	International (excluding Disney+ Hotstar)(3)	6.31		5.52		14 %	International (excluding Disney+ Hotstar)(3)	5.93		5.62		6.35		6 %	(7) %
Disney+ (excluding Disney+ Hotstar)		6.29		6.12		3 %
Disney+ Core							Disney+ Core	6.47		5.77		6.33		12 %	2 %
Disney+ Hotstar	Disney+ Hotstar	1.20		0.78		54 %	Disney+ Hotstar	0.59		0.74		0.76		(20) %	(22) %
Global Disney+	Global Disney+	4.35		4.16		5 %	Global Disney+	4.44		3.93		4.35		13 %	2 %

ESPN+	ESPN+	4.55		4.47		2 %	ESPN+	5.64		5.53		4.73		2 %	19 %

Hulu	Hulu						Hulu
SVOD Only	SVOD Only	12.92		13.15		(2) %	SVOD Only	11.73		12.46		12.77		(6) %	(8) %
Live TV + SVOD	Live TV + SVOD	87.92		84.09		5 %	Live TV + SVOD	92.32		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 150 countries and territories outside the U.S. and Canada. In India and certain other Southeast Asian countries, the service is branded Disney+ Hotstar. In certain Latin American countries, we offer Disney+ as well as Star+, a general entertainment SVOD service, which is available on a standalone basis or together with Disney+ (Combo+). Depending on the market, our services can be purchased on our websites or through third-party platforms/apps or are available via wholesale arrangements.

(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 Bundle~~U.S. are counted as a paid subscriber for each service included in the ~~SVOD Bundle~~multi-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. A Hulu SVOD Only subscriber that adds Disney+ is 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+, the subscriber is counted as one Disney+ paid subscriber. Subscribers include those who receive a service through wholesale arrangements including those for which we receive a fee for the distribution of the service to each subscriber

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) standalone	57.0	58.5	61.6
Domestic (U.S.and Canada) multi-product(a)	21.4	20.8	17.0
	78.4	79.3	78.6

International standalone	102.5	107.0	89.3
International multi-product(b)	9.0	8.1	4.0
	111.5	115.2	93.3

Total(4)	189.9	194.4	171.9

(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)Average monthly revenue per paid subscriber is calculated based on the average of the monthly average paid subscribers for each month in the period. The monthly average paid subscribers is calculated as the sum of the beginning of the month and end of the month paid subscriber count, divided by two. Disney+ average monthly revenue per paid subscriber is calculated using a daily average of paid subscribers for the period. Revenue includes subscription fees, advertising (excluding revenue earned from selling advertising spots to other Company businesses) and premium and feature add-on revenue but excludes Premier Access and Pay-Per-View revenue. The average revenue per paid subscriber is net of discounts on 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. ~~Revenue for the new~~ Hulu Live TV + SVOD ~~offering~~revenue 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.

~~The~~Average 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~~increased from $5.95 to $7.14 due to an increase in average retail pricing.

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 and an increase in wholesale pricing.

Disney+ Hotstar average monthly revenue per paid subscriber decreased from ~~$6.62~~$0.74 to ~~$6.27~~$0.59 due to lower per-subscriber advertising revenue.

ESPN+ average monthly revenue per paid subscriber increased from $5.53 to $5.64 driven by higher per-subscriber advertising revenue, partially offset by a higher mix of subscribers to multi-product offerings.

Hulu SVOD Only average monthly revenue per paid subscriber decreased from $12.46 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 $87.90 to $92.32 primarily due to an increase in average retail pricing, partially offset by lower per-subscriber advertising revenue.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~The~~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 ~~for international Disney+ (excluding Disney+ Hotstar)~~ increased from ~~$5.52~~$6.32 to ~~$6.31 due to increases in retail pricing, partially offset by an unfavorable foreign exchange impact and a higher mix of wholesale subscribers.~~

~~The average monthly revenue per paid subscriber for Disney+ Hotstar increased from $0.78 to $1.20 due to higher per-subscriber advertising revenue.~~

~~The average monthly revenue per paid subscriber for ESPN+ increased from $4.47 to $4.55~~$7.14 due to an increase in average retail pricing, ~~and, to a lesser extent, a lower mix of annual subscribers and higher per-subscriber advertising revenue,~~ partially offset by a higher mix of subscribers to multi-product offerings.

~~The~~International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber ~~for the~~ 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 ~~service~~average monthly revenue per paid subscriber decreased from ~~$13.15~~$12.77 to ~~$12.92~~$11.73 due to lower per-subscriber advertising revenue and a higher mix of subscribers to multi-product ~~and promotional~~ offerings, partially offset by an increase in average retail pricing.

~~The~~Hulu Live TV + SVOD average monthly revenue per paid subscriber ~~for the Hulu Live TV + SVOD service~~ increased from ~~$84.09~~$88.77 to ~~$87.92~~$92.32 due to an increase in average retail pricing, ~~and higher~~partially offset by lower per-subscriber advertising revenue, ~~partially offset by~~ a higher mix of subscribers to multi-product ~~offerings.~~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)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Programming and production costs	Programming and production costs						Programming and production costs
Disney+	Disney+	$	(1,435)	$	(772)	(86) %	Disney+	$	(1,567)	$	(1,196)	(31) %
Hulu	Hulu	(1,894)		(1,700)		(11) %	Hulu	(2,128)		(1,913)		(11) %
ESPN+ and other	ESPN+ and other	(385)		(297)		(30) %	ESPN+ and other	(450)		(454)		1 %
Total programming and production costs	Total programming and production costs	(3,714)		(2,769)		(34) %	Total programming and production costs	(4,145)		(3,563)		(16) %
Other operating expense	Other operating expense	(822)		(645)		(27) %	Other operating expense	(911)		(839)		(9) %
		$	(4,536)	$	(3,414)	(33) %		$	(5,056)	$	(4,402)	(15) %

The increase in programming and production costs at Disney+ was ~~primarily~~ due to more content provided on the ~~service, including the impact of airing more IPL matches in the current quarter.~~service.

Higher programming and production costs at Hulu were ~~primarily due~~attributable to ~~higher~~more content provided on the service and increased subscriber-based fees for programming the Live TV service, ~~due to~~which resulted from rate increases and an increase in the number of ~~subscribers, rate~~subscribers. These increases ~~and the carriage~~were partially offset by a lower average cost mix of ~~more networks.~~SVOD content.

~~The increase in programming~~Programming and production costs at ESPN+ and other ~~was primarily due~~were comparable to the prior-year quarter as fewer docuseries and lower costs for soccer and NHL programming were offset by higher ~~rights~~ costs for UFC programming primarily due to ~~airing four events~~an additional event in the current quarter compared to ~~three events~~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 and new NHL, golf and soccer programming.~~quarter.

Other operating expenses increased due to higher technology and distribution costs at Disney+ ~~reflecting growth in existing markets and, to a lesser extent, expansion to new markets.~~.

Selling, general, administrative and other costs ~~increased $446~~decreased $261 million, to ~~$1,494~~$1,029 million from ~~$1,048~~$1,290 million, ~~primarily due to higher~~resulting from lower marketing costs at ~~Hulu~~Disney+ and, ~~Disney+.~~to a lesser extent, Hulu.

Operating Loss from Direct-to-Consumer

The operating loss from Direct-to-Consumer ~~increased $768~~decreased $228 million, to ~~$1,061~~$659 million from ~~$293~~$887 million, due to ~~a higher loss~~improved results at Disney+ and ESPN+, partially offset by lower operating income at ~~Hulu and, to a lesser extent, a higher loss at ESPN+.~~

Hulu.

4443

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)		Quarter Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Revenues	Revenues						Revenues
TV/SVOD distribution	TV/SVOD distribution	$	937	$	1,012	(7) %	TV/SVOD distribution	$	845	$	977	(14) %
Theatrical distribution	Theatrical distribution	620		140		>100 %	Theatrical distribution	767		224		>100 %
Home entertainment	Home entertainment	149		236		(37) %	Home entertainment	148		230		(36) %
Other	Other	405		293		38 %	Other	437		435		— %
Total revenues	Total revenues	2,111		1,681		26 %	Total revenues	2,197		1,866		18 %
Operating expenses	Operating expenses	(1,414)		(1,056)		(34) %	Operating expenses	(1,605)		(1,232)		(30) %
Selling, general, administrative and other	Selling, general, administrative and other	(650)		(430)		(51) %	Selling, general, administrative and other	(560)		(541)		(4) %
Depreciation and amortization	Depreciation and amortization	(76)		(68)		(12) %	Depreciation and amortization	(83)		(74)		(12) %
Equity in the income of investees		2		5		(60) %
Operating Income		$	(27)	$	132	nm
Equity in the income (loss) of investees							Equity in the income (loss) of investees	1		(3)		nm
Operating Income (Loss)							Operating Income (Loss)	$	(50)	$	16	nm

Revenues

The decrease in TV/SVOD distribution revenue was primarily due to lower sales of theatrical film content ~~primarily~~ due to a decrease in sales volume including the impact of the shift from licensing content to third parties to distributing it on our DTC services.

The increase in theatrical distribution revenue was due to the continued performance of Avatar: The Way of Water, which was released in the first quarter of the current year,and the release of ~~Doctor Strange In The Multiverse of Madness,Lightyear,~~ Ant-Man and ~~The Bob’s Burgers Movie~~the Wasp: Quantumania in the current quarter compared to~~Cruella~~ Death on the Nile and the co-produced title Spider-Man: No Way Homein the prior-year quarter.

The decrease in home entertainment revenue was primarily due to lower unit sales of new release titles and, to a lesser extent, catalog titles.

~~The increase in other revenue was due to higher revenue from stage plays reflecting more performances~~ Lower unit sales of new release titles were driven by the performance of Strange World in the current quarter ~~as productions were generally shut down~~compared to Encanto in the prior-year ~~quarter due to COVID-19, partially offset by an unfavorable foreign exchange impact.~~quarter.

Costs and Expenses

Operating expenses are as follows:


		Quarter Ended				% Change Better (Worse)		Quarter Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Programming and production costs	Programming and production costs	$	(1,123)	$	(861)	(30) %	Programming and production costs	$	(1,268)	$	(909)	(39) %
Cost of goods sold and distribution costs	Cost of goods sold and distribution costs	(291)		(195)		(49) %	Cost of goods sold and distribution costs	(337)		(323)		(4) %
		$	(1,414)	$	(1,056)	(34) %		$	(1,605)	$	(1,232)	(30) %

The increase in programming and production costs was due to higher production cost amortization driven by anthe increase in theatrical revenue, partially offset by decreases due to lower home entertainment and TV/SVOD distribution revenue.

The increase in cost of goods sold and distribution costs was primarily due to ~~higher~~increased 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 ~~$220~~$19 million, to ~~$650~~$560 million from ~~$430~~$541 million, ~~driven by~~due to higher theatrical marketing costs ~~due~~attributable to ~~more titles released~~ 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,~~quarter.

Depreciation and amortization increased $9 million, to ~~a lesser extent, an unfavorable foreign exchange impact.~~$83 million from $74 million, primarily due to increased investment in technology assets.

Operating Income (Loss) from Content Sales/Licensing and Other

Operating ~~income~~results from Content Sales/Licensing and Other decreased ~~$159~~from income of $16 million to a loss of ~~$27~~$50 million, ~~from income of $132 million, driven by an unfavorable foreign exchange impact and~~due to lower TV/SVOD distribution ~~and home entertainment~~ results, partially offset by ~~higher stage play and~~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)		Quarter Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Content License Early Termination							Content License Early Termination	$	—	$	(1,023)	100 %
TFCF and Hulu acquisition amortization(1)	TFCF and Hulu acquisition amortization(1)	$	(583)	$	(602)	3 %	TFCF and Hulu acquisition amortization(1)	(556)		(592)		6 %
Restructuring and impairment charges(2)	Restructuring and impairment charges(2)	(34)		(1)		>(100) %	Restructuring and impairment charges(2)	(122)		(195)		37 %
German FTA gain		—		126		— %

(1)In the current quarter, amortization of ~~step-up on film and television costs was $160 million and amortization of~~ intangible assets was ~~$420 million. In the prior-year quarter,~~$406 million and amortization of step-up on film and television costs was ~~$166 million and~~$147 million. In the prior-year quarter, amortization of intangible assets was ~~$432~~$433 million and amortization of step-up on film and television costs was $156 million.

(2)Charges for the current period were primarily for severance. Charges for the prior-year quarter were ~~primarily~~ due to the impairment of an intangible asset ~~impairments~~ related to ~~our businesses~~the Disney Channel in Russia.

Disney Parks, Experiences and Products

Operating results for the DPEP segment are as follows:

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Revenues
Theme park admissions $ 2,312 $ 1,152 >100  %
Parks & Experiences merchandise, food and beverage 1,688    914    85  %
Resorts and vacations 1,805 776 >100  %
Merchandise licensing and retail 1,175 1,137 3  %
Parks licensing and other 414 362 14  %
Total revenues 7,394 4,341 70  %
Operating expenses (3,729) (2,718) (37) %
Selling, general, administrative and other (855) (674) (27) %
Depreciation and amortization (622) (588) (6) %
Equity in the loss of investees (2) (5) 60�� %
Operating Income $ 2,186 $ 356 >100  %

~~COVID-19~~

Revenues at DPEP benefited from the comparison to the closures/reduced operating capacity at certain of 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 generally in place during the prior year. In addition, our cruise ships have generally been operating without COVID-19-related capacity restrictions since April 2022. Certain of our international parks and resorts 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. In the prior-year quarter, Disneyland Resort was open for 65 days and Disneyland Paris was open for 19 days. Shanghai Disney Resort was open for 3 days in the current quarter and for all of the prior-year quarter. Hong Kong Disneyland Resort was open for 54 days in the current quarter and 72 days in the prior-year quarter. Cruise ships were operating for the entire current quarter, whereas 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 beverage	1,903		1,515		26 %
Resorts and vacations	1,949		1,451		34 %
Merchandise licensing and retail	1,011		1,164		(13) %
Parks licensing and other	485		549		(12) %
Total revenues	7,776		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 in~~Higher 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 growth reflected increases of 17% from higher volumes and 6% from higher average guest spending.

Higher ~~attendance~~resorts and vacations revenue was due to increases ~~at Disneyland Resort, Walt Disney World Resort~~of 22% from additional passenger cruise days and ~~Disneyland Paris, partially offset by~~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 decrease in sales of merchandise based on Spider-Man, Star Wars, Frozen and Avengers. Lower retail revenue was primarily due to a decrease at ~~Shanghai Disney Resort. Growth~~our publishing business.

The decrease in ~~average per capita ticket~~parks licensing and other revenue was due to ~~the introduction of Genie+~~lower real estate sales, partially offset by higher royalties from Tokyo Disney Resort and ~~Lightning Lane at our domestic parks~~an increase in ~~the first quarter of the current fiscal year and a reduced~~sponsorship revenue.

4645

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~impact from promotions in the current quarter at Walt Disney World Resort, partially offset by an unfavorable attendance mix at Disneyland Resort.~~

~~Parks & Experiences merchandise, food and beverage revenue growth was due to higher volumes.~~

~~Higher resorts and vacations revenue was primarily due to increases in occupied hotel room nights, passenger cruise days and average daily hotel room rates.~~

Merchandise licensing and retail revenue growth was due to an increase of 12% from merchandise licensing, partially offset by a decrease of 7% from retail. The revenue growth at merchandise licensing was due to an increase in sales of merchandise based on Star Wars, including the current quarter release of the licensed game, ~~LEGO: The Skywalker Saga~~, higher minimum guarantee shortfall recognition and increases in sales of Mickey and Minnie and Toy Story merchandise. 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 sponsorship revenue and royalties from Tokyo Disney Resort.~~

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 Ended		Quarter Ended		Quarter Ended			Quarter Ended		Quarter Ended		Quarter Ended
		Jul 2, 2022	Jul 3, 2021	Jul 2, 2022	Jul 3, 2021	Jul 2, 2022	Jul 3, 2021		Apr 1, 2023	Apr 2, 2022	Apr 1, 2023	Apr 2, 2022	Apr 1, 2023	Apr 2, 2022
Parks	Parks							Parks
Increase (decrease)	Increase (decrease)							Increase (decrease)
Attendance(2)	Attendance(2)	93 %	nm	17 %	nm	69 %	nm	Attendance(2)	7 %	>100 %	>100 %	78 %	27 %	>100 %
Per Capita Guest Spending(3)	Per Capita Guest Spending(3)	10 %	nm	28 %	13 %	18 %	92 %	Per Capita Guest Spending(3)	2 %	20 %	20 %	28 %	(1) %	26 %
Hotels	Hotels							Hotels
Occupancy(4)	Occupancy(4)	90 %	50 %	61 %	20 %	83 %	43 %	Occupancy(4)	89 %	84 %	72 %	46 %	85 %	75 %
Available Hotel Room Nights (in thousands)(5)	Available Hotel Room Nights (in thousands)(5)	2,501	2,589	793	793	3,294	3,382	Available Hotel Room Nights (in thousands)(5)	2,518	2,521	787	787	3,305	3,308
Per Room Guest Spending(6)		$446	$375	$439	$414	$445	$379
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. Per~~and per room guest spending ~~is stated at~~growth rate exclude the ~~average~~impact 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.

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) July 2,
2022 July 3,
2021
Operating labor $ (1,693) $ (1,220) (39) %
Cost of goods sold and distribution costs (679) (486) (40) %
Infrastructure costs (731) (584) (25) %
Other operating expense (626) (428) (46) %
$ (3,729) $ (2,718) (37) %

The increase in operating labor was due to higher volumes and inflation, while the increases in cost of goods sold and distribution costs and other operating expenses were due to higher volumes. Higher infrastructure costs were primarily due to increases in volumes and technology spending.

~~Selling, general, administrative and other costs increased $181 million, to $855 million from $674 million, primarily due to increases in marketing and compensation costs.~~

~~Depreciation and amortization increased $34 million, to $622 million from $588 million, due to higher depreciation at our domestic theme parks and resorts.~~

Segment Operating Income

Segment operating income increased from ~~$0.4~~$1.8 billion to $2.2 billion due to growth at ~~domestic~~our international parks and ~~experiences~~resorts and, to a lesser extent, ~~at international~~our domestic parks and ~~resorts.~~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:

Quarter Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Supplemental revenue detail
Parks & Experiences
Domestic $ 5,423 $ 2,656 >100 %
International 788 526 50 %
Consumer Products 1,183 1,159 2 %
$ 7,394 $ 4,341 70 %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic $ 1,651 $ 2 >100 %
International (64) (210) 70 %
Consumer Products 599 564 6 %
$ 2,186 $ 356 >100 %

~~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) July 2,
2022 July 3,
2021
Restructuring and impairment charges(1)
$ — $ (35) 100 %
TFCF and Hulu acquisition amortization (2) (2) — %

~~(1)Charges in the prior-year quarter were due to severance at our parks and resorts businesses.~~


	Quarter Ended				% Change Better (Worse)
(in millions)	April 1, 2023		April 2, 2022
Supplemental revenue detail
Parks & Experiences
Domestic	$	5,572	$	4,898	14 %
International	1,184		574		>100 %
Consumer Products	1,020		1,180		(14) %
	$	7,776	$	6,652	17 %
Supplemental operating income detail
Parks & Experiences
Domestic	$	1,519	$	1,385	10 %
International	156		(268)		nm
Consumer Products	491		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 ~~Nine-Month~~Six-Month Results Compared to the Prior-Year ~~Nine-Month~~Six-Month Period

Disney Media and Entertainment Distribution

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


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Revenues:	Revenues:						Revenues:
Linear Networks	Linear Networks	$	22,011	$	21,395	3 %	Linear Networks	$	13,918	$	14,822	(6) %
Direct-to-Consumer	Direct-to-Consumer	14,651		11,759		25 %	Direct-to-Consumer	10,821		9,593		13 %
Content Sales/Licensing and Other	Content Sales/Licensing and Other	6,410		5,299		21 %	Content Sales/Licensing and Other	4,657		4,299		8 %
Elimination of Intrasegment Revenue(1)	Elimination of Intrasegment Revenue(1)	(757)		(671)		(13) %	Elimination of Intrasegment Revenue(1)	(581)		(509)		(14) %
		$	42,315	$	37,782	12 %		$	28,815	$	28,205	2 %
Segment operating income (loss):	Segment operating income (loss):						Segment operating income (loss):
Linear Networks	Linear Networks	$	6,783	$	6,765	— %	Linear Networks	$	3,083	$	4,314	(29) %
Direct-to-Consumer	Direct-to-Consumer	(2,541)		(1,049)		>(100) %	Direct-to-Consumer	(1,712)		(1,480)		(16) %
Content Sales/Licensing and Other	Content Sales/Licensing and Other	(109)		632		nm	Content Sales/Licensing and Other	(262)		(82)		>(100) %
		$	4,133	$	6,348	(35) %		$	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:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Revenues	Revenues						Revenues
Affiliate fees	Affiliate fees	$	14,067	$	14,098	— %	Affiliate fees	$	9,217	$	9,482	(3) %
Advertising	Advertising	7,392		6,850		8 %	Advertising	4,266		4,922		(13) %
Other	Other	552		447		23 %	Other	435		418		4 %
Total revenues	Total revenues	22,011		21,395		3 %	Total revenues	13,918		14,822		(6) %
Operating expenses	Operating expenses	(13,331)		(12,703)		(5) %	Operating expenses	(9,408)		(9,240)		(2) %
Selling, general, administrative and other	Selling, general, administrative and other	(2,480)		(2,465)		(1) %	Selling, general, administrative and other	(1,748)		(1,657)		(5) %
Depreciation and amortization	Depreciation and amortization	(108)		(131)		18 %	Depreciation and amortization	(50)		(74)		32 %
Equity in the income of investees	Equity in the income of investees	691		669		3 %	Equity in the income of investees	371		463		(20) %
Operating Income	Operating Income	$	6,783	$	6,765	— %	Operating Income	$	3,083	$	4,314	(29) %

Revenues

Affiliate revenue is as follows:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022

Domestic Channels	Domestic Channels	$	11,869	$	11,491	3 %	Domestic Channels	$	7,929	$	7,985	(1) %
International Channels	International Channels	2,198		2,607		(16) %	International Channels	1,288		1,497		(14) %
		$	14,067	$	14,098	— %		$	9,217	$	9,482	(3) %

4948

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

~~Growth in affiliate~~Affiliate revenue at the Domestic Channels ~~reflected~~was comparable to the prior-year period as a decrease of 6% from fewer subscribers was largely offset by an increase of 6%5% from higher contractual ~~rates, partially offset by a decrease of 3% from fewer subscribers.~~rates.

The decrease in affiliate revenue at the International Channels ~~reflected~~was due to decreases of ~~13%~~9% from an unfavorable Foreign Exchange Impact and 7% from fewer subscribers, primarily due to channel ~~closures, and 5% from an unfavorable foreign exchange impact.~~closures. These decreases were partially offset by an increase of 2%3% from higher contractual rates.

Advertising revenue is as follows:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022

Cable	Cable	$	3,153	$	2,759	14 %	Cable	$	2,018	$	2,126	(5) %
Broadcasting	Broadcasting	2,451		2,583		(5) %	Broadcasting	1,539		1,696		(9) %
Domestic Channels	Domestic Channels	5,604		5,342		5 %	Domestic Channels	3,557		3,822		(7) %
International Channels	International Channels	1,788		1,508		19 %	International Channels	709		1,100		(36) %
		$	7,392	$	6,850	8 %		$	4,266	$	4,922	(13) %

~~Cable~~Lower advertising revenue ~~growth was due to increases~~at Cable reflected decreases of 7%3% from ~~higher~~lower rates and 6%1% from ~~increased impressions, reflecting higher average viewership.~~fewer impressions.

The decrease in Broadcasting advertising revenue ~~reflected a decrease~~was due to decreases of ~~14%~~10% from fewer impressions at ABC and ~~a decrease of~~ 1% from ~~the owned television stations,~~lower rates at ABC, partially offset by an increase of ~~10%~~2% from ~~higher rates at ABC.~~the owned television stations. The decrease in ABC impressions ~~reflected~~was attributable to lower average viewership. The ~~decrease~~increase at the owned television stations was due to ~~lower~~higher rates resulting from ~~a decrease~~an increase in political advertising.

The ~~increase~~decrease in International Channels advertising revenue was due to ~~increases~~decreases of 16% from ~~higher~~fewer impressions ~~reflecting an increase in~~attributable to lower average viewership, 11% from lower rates and 8% from ~~higher rates, partially offset by a decrease of 6% from~~ an unfavorable ~~foreign exchange impact.~~Foreign Exchange Impact. The ~~increase~~decrease in average viewership reflected ~~more cricket~~the timing of IPL matches. Three IPL matches aired in the current period ~~primarily~~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 ~~airing of~~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 and an increase in IPL and Board of Control for Cricket in India (BCCI) 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. We aired 87 IPL matches in the current period and 73 matches in the prior-year period. The increase in the number of IPL matches was due to COVID-19-related timing shifts and the IPL adding matches to the current season. The increase in the number of BCCI matches aired in the current period was driven by COVID-19-related cancellations of certain BCCI matches in the prior-year period.

~~Other revenue increased $105 million, to $552 million from $447 million, due to sub-licensing fees from ICC T20 World Cup matches and higher sub-licensing fees from BCCI cricket~~ 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:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022

Cable	Cable	$	(7,423)	$	(6,974)	(6) %	Cable	$	(5,587)	$	(5,357)	(4) %
Broadcasting	Broadcasting	(2,152)		(2,203)		2 %	Broadcasting	(1,579)		(1,538)		(3) %
Domestic Channels	Domestic Channels	(9,575)		(9,177)		(4) %	Domestic Channels	(7,166)		(6,895)		(4) %
International Channels	International Channels	(2,588)		(2,366)		(9) %	International Channels	(1,420)		(1,588)		11 %
		$	(12,163)	$	(11,543)	(5) %		$	(8,586)	$	(8,483)	(1) %

The increase in programming and production costs at Cable was due to ~~higher rights costs~~contractual rate increases for ~~NFL,~~CFP, NBA and ~~college sports and~~NFL programming, an increase in sports production ~~costs.~~costs and higher costs for NHL and MLB programming. These increases were partially offset by lower ~~MLB, soccer and golf rights costs.~~non-sports programming costs due to a lower cost mix of programming at FX Channels. Higher ~~NFL rights~~sports production costs were primarily due to ~~airing three additional regular~~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 ~~games~~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 ~~contractual rate increases. The current period included 16 regular season games,~~costs for new soccer rights.

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 ~~wild card playoff game and~~gain on the ~~Pro Bowl while the prior-year period included 13 regular season games~~sale of an interest in our X Games business and a ~~wild card playoff game.~~ 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 Channels	2,279		2,844		(20) %
	$	13,918	$	14,822	(6) %
Supplemental operating income detail
Domestic Channels	$	2,496	$	3,237	(23) %
International Channels	216		614		(65) %
Equity in the income of investees	371		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 %
Advertising	1,647		1,871		(12) %
TV/SVOD distribution and other	329		237		39 %
Total revenues	10,821		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 ~~NBA programming costs~~subscription fees reflected increases of 15% from higher subscribers due to growth at Disney+ and, to a lesser extent, Hulu and ESPN+, and 6% from higher 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 impressions due to a decrease at Hulu, partially offset by an increase of 4% from higher rates due to an increase at Hulu.

The increase in TV/SVOD distribution and other revenue was due to a favorable Foreign Exchange Impact and an increase in UFC pay-per-view fees. The increase in UFC pay-per-view fees reflected the impact of ~~COVID-19 on the timing of the 2020 and 2021 seasons and contractual rate increases. Due to COVID-19, four of the 2020 NBA Finals games were aired~~airing seven events in the ~~first quarter of fiscal~~

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

2021. All of the 2021 NBA Finals games were aired in the fourth quarter of fiscal 2021, and all of the 2022 NBA Finals games were aired in the third quarter of fiscal 2022. The increase in rights costs for college sports was driven by higher contractual rates for the College Football Playoffs. The increase in sports production costs was due to the return of ESPN-hosted college events, which were canceled in the prior-year period due to COVID-19, and NFL and NHL programming additions. Lower MLB programming costs were due to airing 13 regular season games and 1 playoff game in the current period compared to 44 regular season games in the prior-year period. The decrease in soccer programming costs was due to the airing of UEFA Euro 2020 in the prior-year period. Lower golf programming costs were due to airing one Masters tournament in fiscal 2022 compared to airing two Masters tournaments in fiscal 2021. Due to COVID-19, the 2020 Masters that was originally scheduled to occur in the third quarter of fiscal 2020 shifted to the first quarter of fiscal 2021.

The decrease in programming and production costs at Broadcasting was primarily due to a lower average cost programming aired in the current period, partially offset by a higher cost mix of programming in the current period and production cost increases for news. The higher cost mix reflected more hours of specials and scripted programming, partially offset by fewer hours of acquired reality programming.

The increase in programming and production costs at the International Channels was due to higher sports programming costs driven by airing ICC T20 World Cup cricket matches in the current period and higher costs for IPL and BCCI cricket rights, partially offset by the impact of channel closures and a favorable foreign exchange impact. The increase in costs for IPL and BCCI cricket rights was due to more matches and higher average costs per match.

~~Equity in the Income of Investees~~

Income from equity investees increased $22 million, to $691 million from $669 million, due to higher income from A+E Television Networks driven by lower programming costs and higher program sales, partially offset by lower affiliate revenue and an increase in marketing costs.

~~Operating Income from Linear Networks~~

Operating income from Linear Networks increased $18 million, to $6,783 million from $6,765 million, due to an increase at Broadcasting, which was largely offset by a decrease at the International Channels.

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

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Supplemental revenue detail
Domestic Channels $ 17,678 $ 17,049 4  %
International Channels 4,333 4,346 — %
$ 22,011 $ 21,395 3  %
Supplemental operating income detail
Domestic Channels $ 5,312 $ 5,204 2  %
International Channels 780 892 (13) %
Equity in the income of investees 691 669 3  %
$ 6,783 $ 6,765 — %

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~

~~Direct-to-Consumer~~

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

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Revenues
Subscription fees $ 11,374 $ 8,702 31  %
Advertising 2,889 2,508 15  %
TV/SVOD distribution and other 388 549 (29) %
Total revenues 14,651 11,759 25  %
Operating expenses (12,860) (9,549) (35) %
Selling, general, administrative and other (4,059) (3,028) (34) %
Depreciation and amortization (273) (231) (18) %
Operating Loss $ (2,541) $ (1,049) >(100) %

~~Revenues~~

The increase in subscription fees reflected increases of 21% from higher subscribers due to growth at Disney+, Hulu and ESPN+, and 11% from higher rates due to increases in retail pricing at Disney+ and Hulu, partially offset by a decrease of 1% from an unfavorable foreign exchange impact.

Higher advertising revenue reflected an increase of 11% from higher impressions due to increases at Disney+, Hulu and ESPN+, and an increase of 6% from higher rates due to an increase at Hulu. The increase in impressions at Disney+ was due to airing 87 IPL matches and 45 ICC T20 World Cup matches in the current period compared to 73 IPL matches and no ICC T20 World Cup matches in the prior-year period.

~~The decrease in TV/SVOD distribution and other revenue was due to the absence of Disney+ Premier Access revenues in the current period compared to revenues for~~ ~~Raya and the Last Dragon~~ ~~and~~ ~~Cruella~~ in the prior-year period and, to a lesser extent, a decrease in UFC pay-per-view fees. The decrease in UFC pay-per-view fees reflected the impact of airing nine events in the current period compared to tenfive events in the prior-year period and higher pricing, partially offset by lower average buys per ~~event, partially offset by higher pricing.~~event.

The following table presents Average Monthly Revenue Per Paid ~~Subscriber for the nine months ended (see additional discussion of metrics under the quarterly results analysis of Business Segment Results):~~Subscriber:


						% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
		July 2, 2022		July 3, 2021				April 1, 2023		April 2, 2022
Disney+	Disney+						Disney+
Domestic (U.S. and Canada)	Domestic (U.S. and Canada)	$	6.42	$	6.18	4 %	Domestic (U.S. and Canada)	$	6.56	$	6.49	1 %
International (excluding Disney+ Hotstar)	International (excluding Disney+ Hotstar)	6.22		5.19		20 %	International (excluding Disney+ Hotstar)	5.78		6.17		(6) %
Disney+ (excluding Disney+ Hotstar)	Disney+ (excluding Disney+ Hotstar)	6.32		5.74		10 %	Disney+ (excluding Disney+ Hotstar)	6.13		6.33		(3) %
Disney+ Hotstar	Disney+ Hotstar	1.01		0.70		44 %	Disney+ Hotstar	0.67		0.89		(25) %
Global Disney+	Global Disney+	4.37		4.08		7 %	Global Disney+	4.19		4.38		(4) %

ESPN+	ESPN+	4.79		4.50		6 %	ESPN+	5.58		4.92		13 %

Hulu	Hulu						Hulu
SVOD Only	SVOD Only	12.88		12.90		— %	SVOD Only	12.10		12.87		(6) %
Live TV + SVOD	Live TV + SVOD	87.90		80.14		10 %	Live TV + SVOD	90.11		87.89		3 %

~~The~~Domestic Disney+ average monthly revenue per paid subscriber ~~for domestic Disney+~~ increased from ~~$6.18~~$6.49 to ~~$6.42~~$6.56 due to an increase in average retail pricing, ~~and a lower mix of wholesale subscribers,~~ partially offset by a higher mix of subscribers to multi-product offerings.

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~

~~The~~International Disney+ (excluding Disney+ Hotstar) average monthly revenue per paid subscriber ~~for international Disney+ (excluding Disney+ Hotstar) increased~~decreased from ~~$5.19~~$6.17 to ~~$6.22~~$5.78 due to ~~increases in retail pricing, partially offset by~~ an unfavorable ~~foreign exchange impact~~Foreign Exchange Impact and a higher mix of subscribers from lower-priced markets, partially offset by a lower mix of wholesale ~~subscribers.~~subscribers and an increase in average retail pricing.

~~The~~Disney+ Hotstar average monthly revenue per paid subscriber ~~for Disney+ Hotstar increased~~decreased from ~~$0.70~~$0.89 to ~~$1.01 primarily~~$0.67 due to ~~higher~~lower per-subscriber advertising revenue.

~~The~~ESPN+ average monthly revenue per paid subscriber ~~for ESPN+~~ increased from ~~$4.50~~$4.92 to ~~$4.79 driven by~~$5.58 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.

~~The~~Hulu SVOD Only average monthly revenue per paid subscriber ~~for the Hulu SVOD Only service~~ decreased from ~~$12.90~~$12.87 to ~~$12.88~~$12.10 due to lower per-subscriber advertising revenue and a higher mix of subscribers to multi-product ~~and promotional~~ offerings, ~~largely~~partially offset by an increase in average retail pricing.

~~The~~Hulu Live TV + SVOD average monthly revenue per paid subscriber ~~for the Hulu Live TV + SVOD service~~ increased from ~~$80.14~~$87.89 to ~~$87.90 primarily~~$90.11 due to ~~increases in retail pricing, higher per-subscriber advertising revenue and, to a lesser extent,~~ an increase in ~~per-subscriber premium and feature add-on revenue,~~average retail pricing, partially offset by a higher mix of subscribers to multi-product ~~offerings.~~offerings and, to a lesser extent, lower per-subscriber premium and feature add-on revenue and a decrease in per-subscriber advertising revenue.

Costs and Expenses

Operating expenses are as follows:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Programming and production costs	Programming and production costs						Programming and production costs
Disney+	Disney+	$	(3,551)	$	(1,941)	(83) %	Disney+	$	(3,248)	$	(2,116)	(53) %
Hulu	Hulu	(5,639)		(4,950)		(14) %	Hulu	(4,234)		(3,745)		(13) %
ESPN+ and other	ESPN+ and other	(1,266)		(843)		(50) %	ESPN+ and other	(845)		(881)		4 %
Total programming and production costs	Total programming and production costs	(10,456)		(7,734)		(35) %	Total programming and production costs	(8,327)		(6,742)		(24) %
Other operating expense	Other operating expense	(2,404)		(1,815)		(32) %	Other operating expense	(1,837)		(1,582)		(16) %
		$	(12,860)	$	(9,549)	(35) %		$	(10,164)	$	(8,324)	(22) %

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 due to higher subscriber-based fees for programming the Live TV service due to the carriage of more networks, rate increases and an increase in the number of subscribers.

~~The increase in programming and production costs at ESPN+ and other was primarily due to new NHL and soccer programming.~~

~~Other operating expenses increased 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 $1,031 million, to $4,059 million from $3,028 million, due to higher marketing costs at Disney+ and Hulu.~~

~~Depreciation and amortization increased $42 million, to $273 million from $231 million, primarily due to increased investment in technology assets.~~

~~Operating Loss from Direct-to-Consumer~~

The operating loss from Direct-to-Consumer increased $1,492 million, to $2,541 million from $1,049 million, due to higher losses at Disney+ and, to a lesser extent, at ESPN+ and lower operating income at Hulu.

~~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:~~

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Revenues
TV/SVOD distribution $ 3,109 $ 3,378 (8) %
Theatrical distribution 1,373    280    >100  %
Home entertainment 673    755    (11) %
Other 1,255 886 42  %
Total revenues 6,410 5,299 21  %
Operating expenses (4,271) (3,266) (31) %
Selling, general, administrative and other (2,031) (1,187) (71) %
Depreciation and amortization (219) (226) 3  %
Equity in the income (loss) of investees 2 12 (83) %
Operating Income (Loss) $ (109) $ 632 nm

~~Revenues~~

The decrease in TV/SVOD distribution revenue was due to lower sales of episodic television and, to a lesser extent, theatrical film content. The decrease in episodic television sales was due to lower sales of ~~Modern Family~~ ~~and~~ ~~How I Met Your Mother~~ in the current period compared to the prior-year period, whereas lower sales of theatrical film content was primarily due to the shift from licensing content to third parties to distributing on our DTC services.

The increase in theatrical distribution revenue was due to the release of 14 titles in the current period compared to five 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~~ ~~Doctor Strange In The Multiverse of Madness, Eternals~~, ~~Encanto~~ ~~and~~ ~~Lightyear.~~ ~~Titles released in the prior-year period included~~ ~~Cruella, Raya And The Last Dragon, and~~ ~~Soul, which was only distributed theatrically in international markets.~~

~~The decrease in home entertainment revenue was due to lower unit sales of catalog titles, partially offset by higher sales of new release titles.~~

The increase in other revenue was due to higher revenue from stage plays as a result of more performances in the current period as productions were generally shut down in the prior-year period due to COVID-19.

~~Costs and Expenses~~

~~Operating expenses are as follows:~~

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Programming and production costs $ (3,292) $ (2,653) (24) %
Cost of goods sold and distribution costs (979) (613) (60) %
$ (4,271) $ (3,266) (31) %

The increase in programming and production costs was due to higher production cost amortization and, to a lesser extent, higher film cost impairments. The increase in production cost amortization was due to higher theatrical revenue in the current period, partially offset by a decrease due to lower TV/SVOD distribution revenue.

~~Higher cost of goods sold and distribution costs were due to more stage play performances and theatrical releases in the current period compared to the prior-year period.~~

~~Selling, general, administrative and other costs increased $844 million, to $2,031 million from $1,187 million, due to higher theatrical marketing costs.~~

5451

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)

Higher programming and production costs at Hulu were attributable to more content provided on the service and increased subscriber-based fees for programming the Live TV service, which resulted from rate increases and an increase in the number of subscribers.

The decrease in programming and production costs at ESPN+ and other was due to fewer 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 games aired or simulcast at Linear Networks in the current period compared to the prior-year period. Higher costs for UFC 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 ~~Income~~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 distribution	1,907		753		>100 %
Home entertainment	283		524		(46) %
Other	860		850		1 %
Total revenues	4,657		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 investees	1		—		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 impact 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.

The increase in theatrical distribution revenue was due to the release of Avatar: The Way of Water, Black Panther: Wakanada Forever and Ant-Man and the Wasp: Quantumania in the current period compared to 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 included Death on the Nile, The King’s Man, West Side Story and Ron’s Gone Wrong.

The decrease in home entertainment revenue was primarily due to lower unit sales of new release and catalog titles.

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
Programming and production costs	$	(2,754)	$	(2,169)	(27) %
Cost of goods sold and distribution costs	(706)		(688)		(3) %
	$	(3,460)	$	(2,857)	(21) %

The increase in programming and production costs was due to higher production cost amortization attributable to the increase in theatrical revenue, partially offset by decreases due to lower TV/SVOD and home entertainment distribution revenues.

Higher cost of goods sold and distribution costs were attributable to increased theatrical distribution costs, partially offset by lower home entertainment volumes.

Selling, general, administrative and other costs decreased $84 million, to $1,297 million from $1,381 million, due to lower theatrical marketing 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 Loss from Content Sales/Licensing and Other

~~Operating income~~The operating loss from Content Sales/Licensing and Other ~~decreased $741~~increased $180 million, to ~~a loss of $109~~$262 million from ~~income of $632~~$82 million, primarily due to lower ~~theatrical~~TV/SVOD and home entertainment distribution results, ~~higher film cost impairments and lower TV/SVOD~~partially offset by improved theatrical distribution results.

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:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
TFCF and Hulu acquisition amortization(1)	TFCF and Hulu acquisition amortization(1)	$	(1,768)	$	(1,820)	3 %	TFCF and Hulu acquisition amortization(1)	$	(1,133)	$	(1,185)	4 %
Content License Early Termination	Content License Early Termination	(1,023)		—		nm	Content License Early Termination	—		(1,023)		100 %
Restructuring and impairment charges(2)	Restructuring and impairment charges(2)	(229)		(305)		25 %	Restructuring and impairment charges(2)	(191)		(195)		2 %
German FTA gain		—		126		— %
Gain on sale of a business							Gain on sale of a business	28		—		nm

(1)In the current period, amortization of ~~step-up on film and television costs was $473 million and amortization of~~ intangible assets was ~~$1,286 million. In the prior-year period,~~$821 million and amortization of step-up on film and television costs was ~~$487 million and~~$306 million. In the prior-year period, amortization of intangible assets was ~~$1,322~~$866 million and amortization of step-up on film and television costs was $313 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 ~~and other assets related to our businesses in Russia. Charges for the prior-year period were primarily due to~~ asset ~~impairments and severance costs~~ related to the ~~closure of an animation studio.~~

Disney ~~Parks, Experiences and Products~~

~~Operating results for the DPEP segment are as follows:~~

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Revenues
Theme park admissions $ 6,437 $ 2,298 >100  %
Parks & Experiences merchandise, food and beverage 4,829 2,025 >100  %
Resorts and vacations 4,701 1,722 >100  %
Merchandise licensing and retail 3,902 3,980 (2) %
Parks licensing and other 1,411 1,077 31  %
Total revenues 21,280 11,102 92  %
Operating expenses (10,665) (7,456) (43) %
Selling, general, administrative and other (2,401) (2,012) (19) %
Depreciation and amortization (1,813) (1,781) (2) %
Equity in the loss of investees (10) (22) 55  %
Operating Income (Loss) $ 6,391    $ (169)    nm

~~COVID-19~~

~~Revenues at DPEP benefited from the comparison to the closures/reduced operating capacity at certain of our theme parks and experiences~~Channel 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. In the prior-year period, Disneyland Resort was open for 65 days and Disneyland Paris was open for 45 days. Shanghai Disney Resort was open for 170 days in the current period and open for all of the prior-year period. Hong Kong Disneyland Resort was open for 125 days in the current period and 147 days in the prior-year period. Cruise ships were operating for the entire current period, whereas sailings were suspended in the prior-year period.Russia.

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 beverage	3,883		3,141		24 %
Resorts and vacations	3,929		2,896		36 %
Merchandise licensing and retail	2,557		2,727		(6) %
Parks licensing and other	1,074		997		8 %
Total revenues	16,512		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. Higher attendance was due to increases at Disneyland Resort, Walt Disney World Resort and Disneyland Paris, partially offset by a decrease at Shanghai Disney Resort. Growth in average per capita ticket revenue was due to the introduction of Genie+ and Lightning Lane at our domestic parks in the first quarter of the current fiscal year, a reduced impact from promotions in the current period and a favorable attendance mix at Walt Disney World Resort, partially offset by an unfavorable attendance mix at Disneyland Resort.

Parks & Experiences merchandise, food and beverage revenue growth ~~was due to~~reflected increases of 16% from higher ~~volumes.~~volumes and 5% from higher average guest spending.

Higher resorts and vacations revenue was ~~primarily due~~attributable to increases ~~in occupied hotel room nights,~~of 20% from additional passenger cruise days and ~~average daily~~8% from higher occupied hotel room ~~rates.~~nights.

The decrease in merchandise licensing and retail revenue was ~~primarily~~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 6% from merchandise licensing.~~in sales at our publishing business and lower online sales. The decrease in ~~retail revenues~~merchandise 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 driven by higher~~lower sales of merchandise based on ~~Mickey and Minnie,~~ Star Wars ~~Disney Princesses~~ and ~~Toy Story merchandise, partially offset by a decrease in sales of merchandise based on~~ Frozen. ~~Higher sales of Star Wars merchandise included the current period release of the licensed game,~~ ~~LEGO: The Skywalker Saga, and merchandise based on~~ ~~The Mandalorian~~.

The increase in parks licensing and other revenue was ~~due to~~driven by increases in ~~sponsorship revenue,~~ royalties from Tokyo Disney Resort and co-branding and sponsorship revenues, partially offset by lower real estate sales.

Domestic International Total
Nine Months Ended Nine Months Ended Nine Months Ended
July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021 July 2,
2022 July 3,
2021
Parks
Increase (decrease)
Attendance nm (46) % 64  % (21) % nm (40) %
Per Capita Guest Spending 17  % 13  % 21  % (3) % 23  % 6  %
Hotels
Occupancy 82  % 37  % 53  % 14  % 75  % 32  %
Available Hotel Room Nights (in thousands) 7,564 7,882 2,380 2,378 9,944 10,260
Per Room Guest Spending $450 $361 $379 $392 $438 $364

~~Costs and Expenses~~

~~Operating expenses are as follows:~~

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Operating labor $ (4,818) $ (3,262) (48) %
Cost of goods sold and distribution costs (2,119) (1,494) (42) %
Infrastructure costs (1,958) (1,649) (19) %
Other operating expense (1,770) (1,051) (68) %
$ (10,665) $ (7,456) (43) %

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.


	Domestic		International		Total
	Six Months Ended		Six Months Ended		Six Months Ended
	April 1, 2023	April 2, 2022	April 1, 2023	April 2, 2022	April 1, 2023	April 2, 2022
Parks
Increase (decrease)
Attendance	9 %	>100 %	52 %	>100 %	19 %	>100 %
Per Capita Guest Spending	6 %	25 %	21 %	19 %	4 %	29 %
Hotels
Occupancy	89 %	78 %	70 %	49 %	84 %	71 %
Available Hotel Room Nights (in thousands)	5,038	5,062	1,587	1,587	6,625	6,649
Change in Per Room Guest Spending	1 %	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 ~~$389~~$206 million, to ~~$2,401~~$1,752 million from ~~$2,012~~$1,546 million, ~~due to~~driven by a loss on the disposal of our ownership interest in Villages Nature and higher marketing ~~spend and, to a lesser extent, inflation.~~spend.

Depreciation and amortization increased ~~$32~~$103 million, to ~~$1,813~~$1,294 million from ~~$1,781~~$1,191 million, due to higher depreciation at our domestic theme parks and resorts.

Segment Operating Income ~~(Loss)~~

Segment operating ~~results~~income increased from ~~a loss of $169 million~~$4.2 billion to ~~income of $6.4~~$5.2 billion due to growth at our domestic and international parks and experiences, ~~and, to~~partially offset by a ~~lesser extent,~~decrease at ~~international parks and resorts.~~our consumer products business.

The following table presents supplemental revenue and operating income (loss) detail for the DPEP segment:

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Supplemental revenue detail
Parks & Experiences
Domestic $ 15,121 $ 5,880 >100  %
International 2,223    1,166    91  %
Consumer Products 3,936 4,056 (3) %
$ 21,280 $ 11,102 92  %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic $ 4,591 $ (1,383) nm
International (311) (852) 63  %
Consumer Products 2,111 2,066 2  %
$ 6,391 $ (169) 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:~~

Nine Months Ended % Change
Better
(Worse)
(in millions) July 2,
2022 July 3,
2021
Restructuring and impairment charges(1)
$ — $ (252) 100 %
TFCF and Hulu acquisition amortization (6) (6) — %

~~(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 %
International	2,278		1,435		59 %
Consumer Products	2,590		2,753		(6) %
	$	16,512	$	13,886	19 %
Supplemental operating income (loss) detail
Parks & Experiences
Domestic	$	3,632	$	2,940	24 %
International	235		(247)		nm
Consumer Products	1,352		1,512		(11) %
	$	5,219	$	4,205	24 %

CORPORATE AND UNALLOCATED SHARED EXPENSES


		Quarter Ended				% Change Better (Worse)		Nine Months Ended						% Change Better (Worse)	Quarter Ended							% Change Better (Worse)		Six Months Ended			% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			July 2, 2022		July 3, 2021		(in millions)		April 1, 2023			April 2, 2022				April 1, 2023				April 2, 2022
Corporate and unallocated shared expenses	Corporate and unallocated shared expenses	$	(325)	$	(212)		(53) %		$	(825)	$	(645)			(28) %		Corporate and unallocated shared expenses	$	(279)		$		(272)	(3) %	$	(559)	$	(500)	(12) %

Corporate and unallocated shared expenses ~~increased $113 million, from $212 million to $325 million in the current quarter and increased $180 million, from $645 million to $825 million~~ for the current ~~nine-month~~ period ~~driven by higher compensation~~increased $59 million, from $500 million to $559 million, primarily due to marketing spend on the Disney100 celebration and ~~human resource-related cost.~~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:


		Nine Months Ended				% Change Better (Worse)		Six Months Ended				% Change Better (Worse)
(in millions)	(in millions)	July 2, 2022		July 3, 2021			(in millions)	April 1, 2023		April 2, 2022
Cash provided by operations - continuing operations	Cash provided by operations - continuing operations	$	3,478	$	2,934	19 %	Cash provided by operations - continuing operations	$	2,262	$	1,556	45 %
Cash used in investing activities - continuing operations	Cash used in investing activities - continuing operations	(3,872)		(2,085)		(86) %	Cash used in investing activities - continuing operations	(2,541)		(2,024)		(26) %
Cash used in financing activities - continuing operations	Cash used in financing activities - continuing operations	(2,247)		(2,771)		19 %	Cash used in financing activities - continuing operations	(1,126)		(2,097)		46 %
Cash (used in) provided by discontinued operations		(4)		6		nm
Cash used in discontinued operations							Cash used in discontinued operations	—		(4)		100 %

Impact of exchange rates on cash, cash equivalents and restricted cash	Impact of exchange rates on cash, cash equivalents and restricted cash	(354)		77		nm	Impact of exchange rates on cash, cash equivalents and restricted cash	197		(116)		nm
Change in cash, cash equivalents and restricted cash	Change in cash, cash equivalents and restricted cash	$	(2,999)	$	(1,839)	(63) %	Change in cash, cash equivalents and restricted cash	$	(1,208)	$	(2,685)	55 %

Operating Activities

Cash provided by ~~continuing operating activities~~operations increased ~~19%~~$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 pension plan contributions, 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 to~~resulting from higher operating cash receipts driven by higher revenue, partially offset by ~~an increase in~~higher 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 rights	7,498		7,335
Produced film and television content	7,336		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 costs	824		2,279

Other non-cash activity	12		215
Ending balances:
Produced and licensed programming assets	38,821		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.

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 nine months ended July 2, 2022 and July 3, 2021 are as follows:~~

Nine Months Ended
(in millions) July 2,
2022 July 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 rights 10,850 9,692
Produced film and television content 11,908 9,238
22,758 18,930
Amortization:
Programming licenses and rights (10,908) (9,781)
Produced film and television content (7,544) (5,957)
(18,452) (15,738)
Change in internally produced and licensed content costs 4,306 3,192
Other non-cash activity 209 179
Ending balances:
Produced and licensed programming assets 35,979 30,256
Programming liabilities (3,845) (3,791)
$ 32,134 $ 26,465

The Company currently expects its fiscal 2022 spend on produced and licensed content, including sports rights, to be approximately $30 billion, or approximately $5 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 ~~nine~~six months ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ are as follows:


(in millions)	(in millions)	July 2, 2022		July 3, 2021		(in millions)	April 1, 2023		April 2, 2022

Disney Media and Entertainment Distribution	Disney Media and Entertainment Distribution	$	543	$	582	Disney Media and Entertainment Distribution	$	548	$	334
Disney Parks, Experiences and Products	Disney Parks, Experiences and Products					Disney Parks, Experiences and Products
Domestic	Domestic	2,226		1,121		Domestic	1,024		1,047
International	International	584		502		International	410		391

Total Disney Parks, Experiences and Products	Total Disney Parks, Experiences and Products	2,810		1,623		Total Disney Parks, Experiences and Products	1,434		1,438

Corporate	Corporate	442		263		Corporate	448		288
		$	3,795	$	2,468		$	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 ~~for~~at 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 higher spend on cruise ship fleet expansion.~~

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 by~~due to higher ~~spend~~spending on ~~corporate~~ facilities.

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)~~

The Company currently expects its fiscal ~~2022~~2023 capital expenditures ~~will~~to be approximately ~~$5.0 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 and corporate facilities.~~Corporate facilities, partially offset by lower spending at DPEP.

Financing Activities

Cash used in financing activities was ~~$2.2~~$1.1 billion in the current ~~nine~~six months compared to ~~$2.8~~$2.1 billion in the prior-year ~~nine~~six months. InCash used in financing activities in the current ~~nine~~six months was due to the ~~Company made payments on~~purchase of a redeemable non-controlling interest and a reduction in borrowings, partially offset by the sale of ~~$1.5 billion compared to payments of $2.4 billion~~a non-controlling interest. Cash used in financing activities in the prior-year ~~nine months. In addition,~~six months was due to a reduction in ~~the current nine months, the Company received proceeds from exercise of stock options of $0.1 billion compared to proceeds of $0.4 billion in the prior-year nine months.~~net borrowings.

See Note 5 to the Condensed Consolidated Financial Statements for a summary of the Company’s borrowing activities during the ~~nine~~six months ended ~~July 2, 2022~~April 1, 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 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 is strong and that its cash balances, other liquid assets, operating cash flows, access to debt and equity capital markets and borrowing capacity under current bank facilities, taken together, provide adequate resources to fund ongoing operating requirements, ~~and~~contractual obligations, upcoming debt maturities as well as future capital expenditures related to the expansion of existing businesses and development of new projects. In addition, the Company could undertake other measures to ensure sufficient liquidity, such as continuing to not declare dividends (the Company did not pay a dividend with respect to fiscal 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 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 ~~July 2, 2022,~~April 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 (Positive), respectively, and Fitch’s long- and short-term debt ratings for the Company were A- and F2 (Stable), respectively. The Company’s bank facilities contain only one financial covenant relating to interest coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization and amortization of our film and television production and programming ~~costs, which~~costs. On April 1, 2023, the Company met ~~on July 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.

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).

~~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 ~~July 2, 2022~~April 1, 2023 was as follows:


		TWDC				Legacy Disney					TWDC				Legacy Disney
(in millions)	(in millions)	Par Value		Carrying Value		Par Value		Carrying Value		(in millions)	Par Value		Carrying Value		Par Value		Carrying Value
Registered debt with unconditional guarantee	Registered debt with unconditional guarantee	$	37,320	$	38,162	$	9,170	$	9,007	Registered 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.

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)	~~Nine~~Six Months Ended ~~July 2, 2022~~April 1, 2023
Revenues	$	—
Costs and expenses	—
Net income (loss) from continuing operations	~~(642)~~(841)
Net income (loss)	~~(642)~~(841)
Net income (loss) attributable to TWDC shareholders	~~(642)~~(841)


Balance Sheet (in millions)	Balance Sheet (in millions)	July 2, 2022		October 2, 2021		Balance Sheet (in millions)	April 1, 2023		October 1, 2022
Current assets	Current assets	$	5,502	$	9,506	Current assets	$	3,610	$	5,665
Noncurrent assets	Noncurrent assets	1,629		1,689		Noncurrent assets	2,078		1,948
Current liabilities	Current liabilities	6,059		6,878		Current liabilities	3,933		3,741
Noncurrent liabilities (excluding intercompany to non-Guarantors)	Noncurrent liabilities (excluding intercompany to non-Guarantors)	48,584		51,439		Noncurrent liabilities (excluding intercompany to non-Guarantors)	45,982		46,218
Intercompany payables to non-Guarantors	Intercompany payables to non-Guarantors	146,296		147,629		Intercompany payables to non-Guarantors	147,989		148,958

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 ~~2021~~2022 Annual Report on Form 10-K.

Tax Matters

As disclosed in Note 109 to the Consolidated Financial Statements in the ~~2021~~2022 Annual Report on Form 10-K, the Company has exposure for certain tax matters.

~~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 ~~2021~~2022 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 ~~2021~~2022 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

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 factor affecting estimates of Ultimate Revenues is program ratings of the content on our licensees’ platforms. Program ratings, which are an indication of market acceptance, directly affect the program’s ability to generate advertising and subscriber revenues and are correlated with the license fees we can charge for the content in subsequent windows and for subsequent seasons.

Ultimate Revenues are reassessed each reporting period and the impact of any changes on amortization of production cost is accounted for as if the change occurred at the beginning of the current fiscal year. If our estimate of Ultimate Revenues decreases, amortization of costs may be accelerated or result in an impairment. Conversely, if our estimate of Ultimate Revenues increases, cost amortization may be slowed.

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

Produced content costs that are part of a group and acquired/licensed content costs are amortized based on projected usage, typically resulting in an accelerated or straight-line amortization pattern. The determination of projected usage requires judgment and is reviewed ~~periodically~~on 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 ~~2021~~2022 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 ~~2021~~2022 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.

~~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.

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 ~~value~~amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a

~~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

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.

~~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.

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.

~~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.

6663

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 ~~July 2, 2022,~~April 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 ~~third~~second quarter of fiscal ~~2022~~2023 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 and~~performance. In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in our filings with the ~~SEC. There have been no material changes~~SEC, the most significant factors affecting our business include the factors discussed in our ~~risk factors from those disclosed in our 2021~~2022 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.

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

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

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.

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 ~~July 2, 2022:~~April 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)
April 3, 2022 - April 30, 2022 23,363 $ 125.98 — na
May 1, 2022 - May 31, 2022 42,751 105.99 — na
June 1, 2022 - July 2, 2022 36,469 97.09 — na
Total 102,583 107.38 — na


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, 2023	34,406	$	98.24	—	na
February 1, 2023 - February 28, 2023	24,514	104.44		—	na
March 1, 2023 - April 1, 2023	25,070	95.11		—	na
Total	83,990	99.11		—	na

(1)~~102,583~~83,990 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.

~~ITEM 5. Other Items~~

~~None.~~

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

10.1

Employment Agreement dated as of March 10, 2023, by and between the Company and Sonia L. Coleman †

Filed herewith

10.2

Amendment dated April 21, 2023 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez †

Filed herewith

10.3

364-Day Credit Agreement dated as of March 3, 2023, among The Walt Disney Company, TWDC Enterprises 18 Corp., the lenders party thereto, and Citibank, N.A., as designated agent

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 7, 2023

~~10.1~~

~~Amendment dated July 15, 2022 to the Employment Agreement dated February 24, 2020, between the Company and Robert Chapek~~ †

~~Filed herewith~~

~~10.2~~

Amendment dated July 21, 2022 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez †

~~Filed herewith~~

~~10.3~~

~~Employment Agreement, dated June 29, 2022, between the Company and Kristina K. Schake~~ †

~~Filed herewith~~

~~10.4~~

~~Consulting Agreement, dated July 14, 2022, between the Company and Alan N. Braverman~~ †

~~Filed herewith~~

~~10.5~~

~~Amended and Restated General Release, dated June 23, 2022, between the Company and Geoff Morrell~~ †

~~Filed herewith~~

~~10.6~~

~~Form of Non-Qualified Stock Option Award Agreement~~ †

~~Filed herewith~~

~~10.7~~

~~Form of Restricted Stock Unit Award Agreement (Time-Based Vesting)~~ †

~~Filed herewith~~

List of Guarantor Subsidiaries

Filed herewith

31(a)

Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31(b)

Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32(a)

Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*

Furnished

32(b)

Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*

Furnished

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~July 2, 2022~~April 1, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes

Filed herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith



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

7170

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

~~August~~May 10, ~~2022~~2023

Burbank, California

7271