DISWalt Disney

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for the following disclosure: • that "...Disney has woefully underperformed its peers and its potential"; • that "[m]argins in both Disney’s Direct-to-Consumer business and its consolidated media operations significantly lag peers"; and, • that "[t]he Board, we believe, lacks objectivity as well as focus, alignment, and accountability."

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for the following disclosure: • that the solicitation by Trian "...is disconnected from the needs of Disney stakeholders"; • that Trian's solicitation in 2023 was "unnecessary"; • that "...Mr. Peltz’s latest effort is driven by animus against Mr. Iger, and an egodriven urge to claim credit for a transformation already underway"; • your reference to a "disgruntled former Disney employee"; and, • that "Mr. Peltz and his coterie seem to fail that test, time and time again" in reference to your belief that "Individuals seeking to gain representation on Disney’s Board must have skillsets that the Board needs as well as a demonstrable record of creating value for all stakeholders."

No reply letter found.

You must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for your statement listed below. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9.

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• Your allegation that Trian and Mr. Peltz "appear to be grouping" with Ancora in a tacit reference (along with the letter filed as exhibit 2) to a failure to comply with federal securities laws and regulations.

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide the support described for your statement that Mr.

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Iger "...has proven again this year his ability to steer the Company toward shareholder value creation."

The Company acknowledges the Staff’s comment and respectfully advises the Staff that during 2023, Disney, under the leadership of Mr. Iger as Chief Executive Officer of the Company, has made substantial progress executing on the strategic transformation of its business, which supports Disney’s path toward sustained growth and shareholder value creation. The progress made to date is demonstrated by the milestones described throughout the Preliminary Proxy, which is summarized for the Staff’s reference below with section and/or page references to the Preliminary Proxy.

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As Chief Executive Officer of the Company, Mr. Iger’s leadership was critical in the progress made in 2023.

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Mr. Iger assisted the Succession Planning Committee in ongoing leadership succession planning, which culminated in the appointment of two new directors with successful succession planning experience to the Board. See the section entitled “Letter from our Chairman” and page 50 of the Preliminary Proxy.

In fiscal year 2023, the Company enhanced financial discipline across all of its operations. The Company is now on track to achieve roughly $7.5 billion in cost reductions, over-achieving its target of identifying cost savings of $5.5 billion. See the section entitled “Letter from our CEO” and pages 46 and 50 of the Preliminary Proxy.

The Company’s domestic ESPN business grew in revenue and operating income in both fiscal year 2022 and fiscal year 2023. In addition, the number of subscribers of ESPN+ grew by over 1.7 million during fiscal year 2023, and ESPN viewership was up in each of the four quarters of fiscal year 2023. See the section entitled “Letter from our CEO” and page 46 of the Preliminary Proxy.

Studio led the global box office in calendar 2023, with four of the top 10 highest grossing films of the year. In fiscal 2023, Avatar: The Way of Water generated $2.3 billion in worldwide box office, the third highest box office of all time. See pages 47 and 50 of the Preliminary Proxy.

In August 2023, the Company announced ESPN’s ten-year licensing deal with PENN Entertainment to launch ESPN Bet, a branded sportsbook for fans in the United States. ESPN Bet launched in November 2023, which the Company expects will increase fan engagement, brand loyalty and monetization. See page 47 of the Preliminary Proxy.

Mr. Iger created a Chief Brand Officer position (filled by Asad Ayaz), significantly enhancing the efficiency and effectiveness of our brand management process. In this period of significant industry disruption, the Company believes that activating and maximizing Disney’s core brands is critical in differentiating the Company from others in its industry. See the section entitled “Letter from our CEO” and page 50 of the

Preliminary Proxy.

The Company respectfully advises the Staff that the foregoing milestones are a few examples of how the Company has been making progress towards profitable growth and shareholder value creation under the leadership of Mr. Iger.

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With a view toward revised disclosure, please tell us whether the November 24, 2023 letter from Trian addressed Trian's views on the company's business, performance and governance and the consideration you have given to including a description of the December 13, 2023 interaction between the company and Trian, as described in Trian's preliminary proxy statement.

In response to the Staff’s comment relating to the November 24, 2023 letter from the Trian Group, the Company will include the below disclosure at the end of the paragraph relating to the contacts between the Company and the Trian Group on November 24, 2023, which is currently included on page 11 of the Preliminary Proxy, in the Company’s next filing of the Company’s proxy statement relating to the 2024 Annual

Meeting of Shareholders (the “Subsequent Proxy”).

“This letter also reiterated criticisms of the Company’s stock performance and the Company’s financial performance in certain areas

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such as earnings per share and box office performance, and repeated critiques with respect to the Company’s efforts in succession planning. However, this letter again offered no strategic insights or proposed courses of action to address the Trian Group’s concerns.”

In response to the Staff’s comment relating to the December 13, 2023 interaction between the Company and the Trian Group, the Company will include the below disclosure immediately following the paragraph relating to the December 11, 2023 contact between the Blackwells Group and the Company, and immediately prior to the paragraph relating to the December 14, 2023 contact between the Trian Group and the Company, both of which are currently included on page 11 of the Preliminary Proxy, in the Subsequent Proxy.

“On December 13, 2023, Mr. Schorr sent an email to Mr. Gutierrez, which contained a similar message to the email on November 30, 2023, relating to the Trian Group’s interest in presenting to the Board being conditional upon the Board being open to reconsidering its decision regarding the Trian Group’s representation on the Board. Mr. Schorr also noted that the Trian Group would not be nominating Mr. Perlmutter to the Board.”

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Avoid issuing statements in your proxy statement that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Disclose the factual foundation for such assertions or delete the statements. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9.

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Please provide us supplementally the factual foundation for the following: • "...that Mr. Peltz’s partnership with Mr. Perlmutter, who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Mr. Perlmutter’s history with Disney and Mr. Iger and other senior executives, created significant concern regarding how that partnership would impact Mr. Peltz’s agenda as a director." • "...the Board’s belief that Mr. Rasulo’s close relationship with Mr. Perlmutter, coupled with Mr. Rasulo’s having been passed over in the 2015 COO process despite Mr. Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed."

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as noted in other portions of the “Background to Solicitation” section of the

Preliminary Proxy1, there is a fraught history between the Company and Mr. Perlmutter, whose employment Mr. Iger had terminated in 2023, having previously removed him from his executive position at Marvel in 2015. In addition, it is widely and publicly known2 that during his time at the Company, Mr. Perlmutter urged Mr. Iger in the early 2010s to seriously consider Mr.

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Rasulo to serve as the Chief Operating Officer of the Company and told Mr. Iger “you broke my heart” when he was notified that Mr. Rasulo was not on a path as a potential successor to Mr. Iger. The Company believes that the foregoing facts demonstrate a complicated, if not negative, relationship between Mr. Perlmutter, on the one hand, and

Disney and Mr. Iger, on the other hand.

1 The Company respectfully refers the Staff to the disclosure included in the paragraphs relating to contacts or other events that occurred on October 8, 2023, November 21, 2023 and December 14, 2023 on pages 10 to 11 of the Preliminary Proxy for the factual information included or referred to in this response.

2 Source: https://www.wsj.com/business/nelson-peltz-to-nominate-himself-former-disney-cfo-jay-rasulo-to-disneys-board-1e18579a.

The Trian Group, Mr. Peltz and Mr. Perlmutter are inextricably related in light of their Investment Management Agreements. Due to this relationship and because Mr. Perlmutter’s ownership of the Company’s shares represents approximately 78% of the Trian Group’s total position, the Company and the Board believe that there is a risk that Mr. Peltz would be influenced by Mr. Perlmutter’s views. As a result, the Board determined that there was significant concern regarding how Mr. Perlmutter and Mr. Peltz’s partnership would impact Mr. Peltz’s ability to be a constructive Board member. The Company believes the statement that is the subject of the Staff’s comment complies with the requirements of Rule 14a-9 because (a) it has disclosed sufficient factual support relevant to such statement (as cited for the Staff in the foregoing) throughout the section entitled “Background to the Solicitation” of the Preliminary Proxy,

(b) such support provides a reasonable basis for the Board’s beliefs and determination with respect to such statement and (c) such statement does not directly or indirectly impugn character, integrity or personal reputation or make charges of illegal, improper or immoral conduct, but rather speaks to the Board’s views on Mr. Peltz’s ability to be a constructive member of the Board.

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“...the Board’s belief that Mr. Rasulo’s close relationship with Mr. Perlmutter, coupled with Mr. Rasulo’s having been passed over in the 2015 COO process despite Mr.

Perlmutter’s sponsorship of him as a CEO successor, would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed.”

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as mentioned above and in other portions of the “Background to Solicitation” section of the Preliminary Proxy3, Mr. Perlmutter was a staunch supporter of Mr. Rasulo and Mr. Perlmutter’s ownership of the Company’s shares represents a significant majority of the Trian Group’s total position, which group is nominating Mr.

Rasulo to the Board. Therefore, the Board believes that Mr. Perlmutter and Mr. Rasulo have a sufficiently close relationship that would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed. The Company believes the statement that is the subject of the Staff’s comment complies with the requirements of Rule 14a-9 because (a) it has disclosed sufficient factual support relevant to such statement (as cited for the Staff in the foregoing) throughout the section entitled “Background to the Solicitation” of the Preliminary Proxy, (b) such support provides a reasonable basis for the Board’s beliefs and determination with respect to such statement and (c) such statement does not directly or indirectly impugn character, integrity or personal reputation or make charges of illegal, improper or immoral conduct, but rather speaks to the Board’s views on Mr. Rasulo’s ability to be a constructive member of the Board.

3 The Company respectfully refers the Staff to the disclosure included in the paragraph relating to contact that occurred on December 14, 2023 on page 11 of the Preliminary

Proxy for the factual information included or referred to in this response.

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Please revise the disclosure under the caption "Director Nominees" to include all of the information required by Item 5(b)(1)(ii) of Schedule 14A.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that all of the information required by Item 5(b)(1)(ii) of Schedule 14A is included in the

Preliminary Proxy. Specifically, on page B-1 of Annex B to the Preliminary Proxy, the Company disclosed that the address of each of the directors and director nominees is 500 South Buena Vista Street, Burbank, CA 91521. Read in the reply ↗

Please confirm that you have disclosed the information required by Item 401 of Regulation S-K pursuant to Item 7(b) of Schedule 14A for each of the individuals listed on page 59.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in accordance with the instruction to Item 401 of Regulation S-K (“Item 401”), the Company has relied on General Instruction G of Form 10-K and included the information regarding executive officers called for by Item 401 in Part I of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the Commission on November 21, 2023, under the heading entitled “Information about our Executive Officers” on page 28 thereof. Read in the reply ↗

We note your disclosure on page 99 regarding the vote required to approve the shareholder proposals. It appears that your organizational documents on file state that amendments of the bylaws are approved by the board or by "the holders of a majority of the outstanding capital stock entitled to vote thereon." This appears to be different than your disclosure as it relates to the Trian Group Proposal.

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Please advise or revise.

In response to the Staff’s comment, the Company will replace the second paragraph of the section entitled “Shareholder Proposals”, which currently begins on page 99 of the

Preliminary Proxy, with the below paragraph in the Subsequent Proxy.

“The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on the shareholder proposals will be required for approval of the proposals (other than the Trian Group Proposal, the approval of which will require the affirmative vote of the holders of a majority of the outstanding capital stock entitled

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to vote thereon).”

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Please confirm that you have disclosed the information required by Item 5(b)(xii)(A) for all Officers and Employees included on page B-2 of Annex B.

The Company acknowledges the Staff’s comment and advises the Staff that Alexia Quadrani is not in fact a party to an employment agreement with the Company, and the relevant disclosure in the Preliminary Proxy was made in error. In furtherance of the foregoing, the Company will replace the last sentence of the paragraph included in the section entitled “Miscellaneous Information Regarding Participants in the

Solicitation”, which is currently on page B-20 of Annex B to the Preliminary Proxy, with the sentence below in the Subsequent Proxy.

“Other than as set forth in this Annex B or the proxy

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statement, none of the Participants or any of their associates have (i) any arrangements or understandings with any person with respect to any future employment by Disney or its affiliates or with respect to any future transactions to which Disney or any of its affiliates will or may be a party; or (ii) a direct or indirect material interest in any transaction or series of similar transactions since the beginning of Disney’s last fiscal year or any currently proposed transactions, to which Disney or any of its subsidiaries was or is to be a party in which the amount involved exceeded $120,000.”

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at the number or email listed above.

Read in the reply ↗

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for the following disclosure: • that the company faces "considerable governance, strategic, financial, and operational challenges." • that "...none of [the Blackwells Nominees] have the same level of relevant experience or qualifications as the Trian Nominees." • that Mr. Peltz "...has a long track record of prompting bold action to drive operational turnarounds, transformations, effective leadership succession processes, and value creation across numerous industries." • that Mr. Rasulo has "...in-depth knowledge of the complex financial and operational issues facing the Company."

No reply letter found.

We note your disclosure and footnote relating to the company's TSR since 2005. Please revise to clarify that Mr. Iger was not the company's CEO throughout the period 20052023. Alternatively, provide a breakdown of the TSR for Mr. Iger's first and second stints as CEO.

No reply letter found.

We note your statement that "The Trian Group believes that the Board needs independent directors selected by shareholders that can bring fresh perspectives to the Company’s challenges." Please revise your disclosure to explain this statement further, as the company's board is currently composed of mostly independent directors and mostly elected by the shareholders.

No reply letter found.

Please include page numbers in your proxy statement.

No reply letter found.

Please include the names of the Opposed Company Nominees in your next amendment. Soliciting Materials filed pursuant to Rule 14a-12

No reply letter found.

We note your references to the beneficial ownership of Disney shares by Trian. Given that a large portion of such shares are owned by other members of the Trian Group, please revise your disclosure and website to refer to such beneficial ownership as being held by the Trian Group.

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On a related note, please include the number of shares owned by each of your nominees each time you compare the ownership of shares of any of the company's directors and that of the Trian Group, including any clarification necessary with respect to shares owned by Mr. Peltz.

No reply letter found.

We note your disclosure that you engaged numerous times with the company between December 11, 2023 and January 2, 2024. It has come to our attention that those communications consisted of two emails that you sent the company (to confirm an address and to provide an advance copy of a press release) and unsuccessful efforts by the company to engage in substantive discussions about your intent to nominate candidates

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for election to the board. Please advise or revise.

No reply letter found.

Please revise your disclosure in the sixth paragraph that indicates proxies cannot be voted for a greater number of persons than the number of nominees, to state that proxies cannot be voted for a greater number of persons than the current size of the board.

No reply letter found.

We note your disclosure in the last paragraph of this section (page 11). Please revise your disclosure to clarify that voting for fewer than twelve nominees will result in the loss of votes; a similar clarification should be made in the first bullet point on page 16. Also, revise to clarify the consequences of a shareholder voting for more than twelve nominees. See Rule 14a-19(e)(7).

No reply letter found.

We note your disclosure in the last three bullet points on page 16. Please clarify, in this section, how Blackwells will vote any unmarked cards on the proposals referenced in these bullet points.

No reply letter found.

Item 21(b) of Schedule 14A requires the person filing the proxy statement to disclose “the method by which votes will be counted [and] the treatment and effect of [ ] broker nonvotes…” Please advise us of the legal basis upon which you relied to equate the possible voting by banks and other intermediaries in their discretion with the discretionary voting by brokers. See Exchange Act Release No.

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30849 (June 24, 1992); see also Exchange Act Release No. 62764 (September 15, 2011) (expressly identifying “broker non-votes” as instances where brokers are allowed to use their discretion to vote absent instructions).

No reply letter found.

Refer to Proposal 7. Please provide us support for your disclosure that "Broker nonvotes will not be considered entitled to vote on this proposal and will not be counted in determining the number of shares necessary for approval of the proposals."

No reply letter found.

Please revise the form of proxy to explicitly indicate in bold-face type whether or not the proxy is solicited on behalf of the registrant's board of directors and on whose behalf the solicitation is made. See Rule 14a-4(a)(1).

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for your disclosure that real estate represents up to 50% of the entire market value of Disney.

No reply letter found.

You state that you believe Disney's stock price could reach certain specific amounts given a more concerted effort to incorporate AI in the company's strategy. Please provide us, supplementally, support for your calculations in reaching the $156.84 and $246.96 figures.

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. With a view toward revised disclosure, provide support for your statements below from Mr.

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Rasulo’s interview on CNBC on February 27, 2024: • that Disney is “the second-worst company in the S&P on say on pay.” • that the Board is “responsible for reviewing capital deployment, they are responsible for reviewing communications to shareholders, they’re responsible for paying consistent with performance. None of these things happen at Disney.” • that Disney’s growth and profitability in the media business was “doing miserably” and that the “media segment is doing twice or three times as bad” as its competitors. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619.

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for your disclosure that: • "Trian’s whitepaper was widely criticized for lacking substance..." • "Peltz’s “theses” are nothing new and underscore his lack of understanding of both Disney and the media industry." • "Peltz’s agenda is misaligned with other shareholders’ long-term interests."

The Company acknowledges the Staff’s comment and respectfully refers the Staff to the right-half of page 3 of the Presentation, which contains excerpts of various news sources that state or suggest that Trian’s white paper lacks substance (including identification of the sources in the footnotes of page 3). In addition to the sources cited on page 3 of the Presentation, the following news sources have also issued statements to a similar effect:

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CNBC, Last Call: “The con [about Peltz joining Disney’s Board] is that he doesn’t have particular media experience.

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I went through the entire White Paper and there are not that many new ideas in there.”1

The Information: “Peltz says if he is elected to Disney’s board, he’ll “insist” on a streaming strategy that would generate “Netflix-like” profit margins. He also says he would “explore opportunities” to improve “engagement and cost structure,” and would “evaluate Disney’s organizational structure to improve accountability and efficiency.” It all sounds like the kind of vagueness you’d expect from a political candidate.”2

CNBC, Squawk on the Street: “[Trian’s presentation] has a lot of what, but not a lot of how. Look at Trian when they went after Dupont, P&G, Heinz… They came in with a real plan there in terms of execution and operations as opposed to here where it’s saying: ‘The Board has failed; we need to be on the Board.”3

Barron’s: “It is unclear how a Peltz board presence would help. The ideas that Trian has proposed seem to fall into three categories: vague, odd, and already in motion.”4

The Company believes that the foregoing statements, which come from many media sources, demonstrate that Trian’s white paper was widely criticized for lacking substance.

“Peltz’s “theses” are nothing new and underscore his lack of understanding of both Disney and the media industry.”

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that all of the initiatives that Trian claims it would implement if its nominees are elected to the board of directors of Disney (the “Board”) are either (a) high level demands, which the Board and management have already decisively addressed or (b) proposals that the Company believes would impair, not improve, how it creates long-term shareholder value. By way of example:

Trian claims that it will fix the succession process and run a thorough and successful search for a CEO in time for Mr. Iger’s 2026 retirement. (Trian’s White Paper, page 26.) Disney has stated in multiple instances that the Board and Mr. Iger remain actively engaged in the high-priority work of succession planning. Disney’s proxy statement for the 2024 Annual Meeting of Shareholders (the “Proxy Statement”) details the actions taken by Disney from the beginning of 2023 and year to date 2024 to progress its management succession planning under the section entitled “Management Succession Planning.” Not only is this an area that Disney is already focused on, but Trian also fails to identify any concrete action items to “fix” the succession process and to identify a new CEO.

1 Source: CNBC, Last Call (March 5, 2024; https://app.criticalmention.com/app/#clip/view/40d3683c-fa3d-4784-a33d-07e0f49b9f09?token=c13589df-7a9c-4ee4-8e5b-7a2e419ee18c).

2 Source: The Information (March 4, 2024; https://www.theinformation.com/articles/what-europes-big-fine-on-apple-means?utm_campaign=Editorial&utm_content=Newsletter%2CBriefing&utm_medium=organic_social&utm_source=twitter).

3 Source: CNBC, Squawk on the Street (March 5, 2024; https://app.criticalmention.com/app/#clip/view/529a23c0-0079-4100-b262-88d6290dfab7?token=cf999231-aa84-4a3c-ab40-a04872d5f262).

4 Source: Barron’s (March 15, 2024; https://www.barrons.com/articles/disney-trian-nelson-peltz-activist-battle-ffdaa336).

Trian states that it will align pay with performance by tying the compensation program to outcomes that drive long-term shareholder value. (Trian’s White Paper, page

26.) As disclosed in the Proxy Statement, Disney’s Compensation Committee seeks to align pay with performance when making compensation decisions, and believes that most of the compensation for Disney’s named executive officers should be at risk and tied to a combination of long-term and short-term Company performance. As further described in the section entitled “Compensation Discussion and Analysis” of the Proxy Statement, 96% of Mr. Iger’s compensation is at-risk and 85% of other name executive officers’ compensation is at risk. Therefore, what Trian claims to achieve with respect to executive compensation has already been implemented in Disney’s approach to executive compensation, demonstrating Trian’s lack of understanding of Disney and failure to present any new ideas.

Trian claims that it will insist management develop and articulate a clear DTC strategy with tangible goals that will achieve Netflix-like margins of 15-20% by 2027. (Trian’s White Paper, page 26.) Disney has stated in multiple instances that it plans to achieve profitability in its streaming business by end of fiscal year 2024, within five years of launching Disney+, which is well ahead of Netflix’s timeline. Disney has also added significant DTC streaming capabilities, creating the strongest bundle across the industry with higher engagement and lower churn versus its peers. Not only does this demonstrate Trian’s lack of understanding of Disney and its industry, Trian also fails to articulate any concrete plans for how it will guide Disney to Netflix-like margins, but rather spends several slides only criticizing Disney’s streaming business historical performance.

Trian claims that it will lead a Board-led review of studio operations and culture. Disney believes that a Board-led creative review process is value destructive, and by restoring authority to creative leaders (as it has done),

Disney is improving efficiency, accountability and effectiveness. (Trian’s White Paper, page 26.) This proposal, which would impede the creative engines that are foundational to the Company, demonstrates Trian’s lack of understanding of the Company and its business.

Trian claims that ESPN would benefit from having a bundling partner such as Netflix, our biggest streaming competitor, or another regional sports network, and that it will insist on a digital strategy for ESPN that has a clear path to attractive financial returns. (Trian’s White Paper, page 116.) Disney believes that ESPN is a clear differentiator versus other peers, including Netflix. Sports is a core element of Disney’s streaming bundle and Disney has demonstrated concrete progress with respect to ESPN, including announcing a sports JV with WBD and Fox and a JV in India with Reliance and Viacom18, which the Company believes have strengthened its positioning in sports. Trian’s proposal would combine one of Disney’s most valuable assets with those of a strong competitor, which would weaken Disney’s differentiation and competitive offering, further demonstrating Trian’s lack of understanding of Disney and its industry.

Trian claims that it will explore opportunities to improve DTC engagement and cost structure, including changes to product and marketing strategies and reducing redundant overhead costs. (Trian’s White Paper, page 26.) In the last fiscal year, Disney restructured and made important efficiency improvements to create a more cost-effective, coordinated and streamlined approach to its operations. Disney aggressively cut costs across the entire enterprise, putting the Company on track to achieve roughly $7.5 billion in cost savings by the end of fiscal year 2024, which is approximately $2 billion more than initially expected in February 2023. Disney has also repeatedly stated that it is continuing to seek additional efficiencies without compromising commitment to quality, growth and value creation. Therefore, Trian’s proposal of exploring opportunities to cost structure is nothing new.

The fact that Trian’s and Peltz’s “theses” are nothing new or otherwise underscore their lack of understanding of both Disney and the media industry has been highlighted by various media sources as well, as demonstrated in the sources cited in the immediately preceding response and in a recent New York Times article, which stated “Mr. Peltz doesn’t purpose to have a novel solution to the streaming losses that have bedeviled

Disney and other media companies trying to make the difficult transition to the direct-to-consumer digital era.”5 This is further supported by Mr. Peltz’s own statements, particularly when he admitted that he lacks media experience.6

The Company believes that the foregoing demonstrate that Trian and Mr. Peltz’s “theses” are nothing new or otherwise underscore their lack of understanding of both Disney and the media industry.

“Peltz’s agenda is misaligned with other shareholders’ long-term interests.”

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that due to the inextricable relationship among Trian, Mr. Peltz and Mr. Perlmutter (who has a fraught history with Disney), Disney believes there is a high risk that Mr. Peltz would be influenced by Mr. Perlmutter’s views. Specifically, Trian, Mr. Peltz and Mr. Perlmutter are parties to Investment Management Agreements, pursuant to which, among other things, Trian has sole voting power over all of the Disney shares held by Mr. Perlmutter, which represent approximately 79% of Trian’s total position in Disney. Furthermore, there is a fraught history between the Company and

Mr. Perlmutter (as further detailed on page 11 of the Presentation) whose employment Mr. Iger terminated in 2023, having previously removed him from his executive position at Marvel in 2015. In addition, it is widely and publicly known7 that during his time at the Company, Mr. Perlmutter urged Mr. Iger in the early 2010s to seriously consider Mr. Rasulo to serve as the Chief Operating Officer of the Company and told Mr. Iger “you broke my heart” when he was notified that Mr. Rasulo was not on a path as a potential successor to Mr. Iger.

5 Source: The New York Times, The Billionaire Taking on Disney Just Wants Some Respect (March 16, 2024).

6 Source: CNBC, Squawk on the Street (January 18, 2024; https://www.cnbc.com/2024/01/18/cnbc-transcript-billionaire-activist-investor-nelson-peltz-talks-disney-proxy-fight-on-cnbcs-squawk-on-the-street-today.html).

7 Source: https://www.wsj.com/business/nelson-peltz-to-nominate-himself-former-disney-cfo-jay-rasulo-to-disneys-board-1e18579a.

In addition, the Company respectfully refers the Staff to the right-half of page 11 of the Presentation, which contains excerpts of various news sources that have also stated or otherwise suggested that Trian’s agenda is misaligned with other shareholders’ long-term interests due to Mr. Perlmutter’s “personal” history with Disney.

The Company believes that the foregoing facts demonstrate that Mr. Peltz’s agenda may be misaligned with other shareholders’ long-term interests.

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You must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for your statements listed below. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9.

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• "Trian’s whitepaper was widely criticized for ... being partially plagiarized from other activist presentations." • "The 'Trian Trio' will say anything, without regard for facts or truth, to try and get on

The Company acknowledges the Staff’s comment and respectfully advises the Staff that several news sources have discussed certain plagiarisms identified in Trian’s white paper, as described or excerpted below (one of which was included as a source on page 3 of the Presentation):

CNBC Squawk on the Street (David Faber Compares Trian-Elliot White Papers): During this coverage, David Faber highlighted “significant similarities” between Trian’s white paper and

Elliott’s past presentations, while displaying slides from both presentations side-by-side on the broadcast, and commenting “it was very

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similar in style and scope to Elliott’s white paper”.8

Puck, What I’m Hearing: “Plagiarism in the Peltz Papers?: Investor Nelson Peltz and his Trian firm finally released all 130 pages of their glorious white paper on how to fix

Disney. But astute observers have noticed a surprising and somewhat hilarious similarity in look and feel between the Peltz Papers and proxy documents put out by Elliot Investment Management, another activist investor firm. Fonts, concepts, slide layout, the “Restore the…” motif. It’s all basically the same. Not a great look if Peltz is concerned about Disney making bad sequels.” 9

The Deal: Activist Daily Briefing: “Double Duty? A comparison of Trian’s Disney slides to Elliott Management presentations at Crown Castle, Arconic and another campaign shows that the Nelson Peltz-led activist fund employed the Paul Singer-led fund’s deck style and structure at times as inspiration for its House of Mouse presentation. Hmm...” 10

8 Source: CNBC Squawk on the Street: David Faber Compares Trian-Elliot White Papers (March 6, 2024; https://app.criticalmention.com/app/#/clip/view/5d653e20-d1dc-4ee7-8feb-c203ba8d30d7?token=8967bd79-42ad-4fe7-86c6-994c3a6a0654).

9 Source: Puck: What I’m Hearing (March 8, 2024; https://puck.news/newsletter_content/what-im-hearing-the-michael-jackson-movie-manifesto-2/).

10 Source: The Deal: Activist Daily Briefing (March 8, 2024; https://pipeline.thedeal.com/reports/adb/1709920849512ActivistDailyPrint.html?utm_source=sendinblue&utm_campaign=Activist_Daily&utm_medium=email).

The Company believes that the foregoing demonstrates that Trian’s white paper was widely criticized for being partially plagiarized from other activist presentations.

“The ‘Trian Trio’ will say anything, without regard for facts or truth, to try and get on Disney’s Board.”

Response: The Company acknowledges the Staff’s comment and respectfully refers the Staff to pages 4, 6, 8, 11 and 13-17 of the Presentation, which address some of the materially misleading or inaccurate statements made by Trian in its white paper in an effort to criticize Disney, the Board and Disney’s slate of nominees, and support the election of its nominees to the Board. The Company respectfully advises the Staff that these pages do not address (a) all of the materially misleading or inaccurate statements made by Trian in its white paper (and only focuses on the key issues) and (b) the copious amounts of materially misleading or inaccurate statements made by Trian or its nominees in Trian’s proxy statement, media interviews and other soliciting materials. The Company respectfully refers the Staff to all of the prior letters that the Company has submitted to the Staff, identifying materially misleading or inaccurate statements made by Trian or its nominees in Trian’s proxy statement, media interviews and Trian’s soliciting material filed with the Commission, and arguments and supporting information for why such statements are materially misleading or inaccurate.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at the number or email listed above.

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We note that footnote 2 to the graphic included in this exhibit states that Blackwells selected the peers upon which your assertions about Disney's R&D spending are based. Please confirm that in future solicitations you will make this clarification also in the text following the graphic where you refer to the companies in the graphic as Disney's "main competitors."

The Company acknowledges the Staff’s comment and respectfully advises the Staff that ISS stated, without ascribing such phrase to others and as a concluding statement following a litany of facts supporting such view, that Mr. Perlmutter’s direct involvement is an unfortunate distraction.1 Therefore, the Company believes that this statement was an accurate representation of ISS’ views. With respect to the reference to ISS stating that Mr.

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Perlmutter “may cast a baleful shadow over the

Board”, in response to the Staff’s comment, the Company has revised the Press Release to remove such reference and has filed this revised press release as soliciting material under Rule 14a-12 under the Securities Exchange Act of

1934, as amended, on March 22, 2024 (the “Revised Press Release”). The Company has also replaced the Press Release with the Revised Press Release in all websites managed by the Company where the Press Release was posted, and has discontinued any distribution or usage of the Press Release.

1For the Staff’s reference, the ISS report stated: “By most accounts, his separation from DIS was well warranted, as his clashes with other executives were well documented. As such, Perlmutter’s direct involvement (he is listed as a participant in the solicitation) is an unfortunate distraction, and it makes it difficult to fully fault DIS for its defensive posture.”

(ISS Report, page 4).

We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at the number or email listed above.

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide the support described for each of the assertions regarding Mr. Peltz in exhibits 2 and 3.

No numbered answer found in the reply. Read the reply ↗

We note your disclosure that "...ISS agrees that Perlmutter’s involvement is 'an unfortunate distraction' and that he 'may cast a baleful shadow over the Board' if Peltz is elected." (emphasis added) We note that ISS does not state that it agrees with the views described therein which ascribe the phrase “may cast a baleful shadow over the Board” to "the company and others." Please revise your disclosure to clarify

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ISS's views as expressed in ISS's report.

No reply letter found.

Specify the timeframes for the TSR calculations for the comparison companies listed here. To the extent the timeframes for the TSR calculations do not match the timeframe for Disney's TSR calculation, this should be prominently disclosed, along with the reason for the different timeframes utilized.

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In addition, we note that you have not included in the TSR comparison all of the companies comprising Disney's "media industry peers" as identified in its proxy statement. Explain why certain of such peer companies, such as Netflix Inc., are omitted.

The Company acknowledges the Staff’s comments and respectfully advises the Staff that the Company, the S&P 500, Comcast (“CMCSA”), Warner Bros. Discovery (“WBD”) and Paramount (“PARA”) total shareholder return (TSR) calculations are all from September 30, 2005 through February 25, 2020. WBD and PARA TSR calculations account for respective transaction-related ticker changes. As specified in footnote 4, Twenty-First Century Fox (“TFCFA”) is instead from September 30, 2005 to November 3, 2017 – the unaffected date prior to TFCFA’s sale to the Company.

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The Company chose the unaffected date to more accurately capture the value of TFCFA independent of market reaction to news of the sale. Relatedly, as specified in footnote 5, Fox (“FOXA”) is from March 19, 2019 – its first day trading as a standalone company after the sale of part of the business to the Company – until February 25, 2020.

Further, in response to the Staff’s request for an explanation why certain peer companies are not included in the TSR comparison, the Company respectfully advises the Staff that, as stated in the proxy statement, the “media industry peer group helps evaluate compensation levels for the NEOs.” Companies in that peer set are selected for comparability in regards to executive compensation rather than similarity in share price performance, stage in business growth cycle, and more broadly, nature of the business. Between September 30, 2005 and February 25, 2020, several of the peers not included in the TSR comparison (namely Alphabet, Amazon, Apple, Meta and

Netflix) were young, fast-growing businesses whose public market performance reflected those characteristics. This makes them incomparable to the Company, which is already-mature and, as of 2005, had been publicly traded for nearly fifty years. Furthermore, the Company as a diversified media company differs from those peers not included in the TSR comparison who are primarily technology—and not traditional media—companies. Similarly, while the Company utilizes telecommunications to distribute content, telecommunications is not the core of the Company as it is for AT&T. For these reasons, the Company has identified CMCSA, WBD, PARA and FOXA (formerly TFCFA) as diversified media peers who are comparable in terms of maturity as a company, business model and executive compensation. Further, in response to the Staff’s comment, the Company undertakes to include this level of disclosure on TSR as relevant in future soliciting materials.

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For all figures and assertions of value in this and any future soliciting materials, ensure that you provide specific cites supporting such disclosure. See the footnote cite to "Company Data" and "FactSet" below this chart and in other footnotes in the presentation as an example where more specific supporting data must be provided to allow shareholders to identify supporting source materials.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that FactSet provided data on market capitalizations on the specified dates of September 30, 2005 and February 25, 2020. FactSet provided data on the dividends and share repurchases during the relevant years. The same information is also available in annual public filings. Information on the four deals that occurred during the relevant period and when they each occurred is publicly disclosed.

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The Company also respectfully refers the Staff to Pages 8-10 of the Soliciting Material, which provide supplemental quotes and detail on the four acquisitions referenced. Further, in response to the Staff’s comment, the Company undertakes to include the requested citations as relevant in future soliciting materials.

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Revise to describe the events and contacts that led up to the July 11, 2022 lunch between Nelson Peltz and Bob Chapek.

In response to the Staff’s comment, the Company has revised the Background to the Solicitation to include the requested description on page 8 of Amendment No. 1. Read in the reply ↗

Refer to page 9 of the proxy statement. As you are aware, Trian's proxy statement indicates that Mr. Peltz and Trian do not seek to replace Bob Iger. Therefore, identify the specific news sources referenced here which you assert reported that Mr. Peltz did not support a return by Mr. Iger as Disney CEO.

In response to the Staff’s comment, the Company has included source citations on page 9 of Amendment No. 1, referencing the articles linked below, in support of the assertion that

Mr. Peltz did not support a return of Mr. Iger:

“Robert Iger Returns as Disney CEO as Bob Chapek is Ousted,” The Wall Street Journal, November 21, 2022, https://www.wsj.com/articles/walt-disney-names-bob-iger-ceo-replacing-bob-chapek-11669000050.

“Investors Cheer Leadership Shakeup at Disney,” The New York Times DealBook Newsletter, November 21, 2022,

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https://www.nytimes.com/2022/11/21/business/dealbook/disney-leadership-shakeup-iger-chapek.html.

“Trian Acquires Over $800m in Disney, Opposes Iger as CEO: WSJ,” Bloomberg, November 21, 2022, https://blinks.bloomberg.com/news/stories/RLOL6ZDWLU68.

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Disclose how you will treat proxy authority granted to vote "FOR" Nelson Peltz if he and Trian abandon the solicitation or fail to comply with the requirements of Rule 14a-19. See Item 21(c) of Schedule 14A.

In response to the Staff’s comment, the Company has included the requested disclosure on page 79 of Amendment No. 1. Read in the reply ↗

We note the disclosure on page 80 regarding the treatment of signed but unmarked voting instruction forms versus signed but unmarked proxy cards. According to your disclosure, the former will be voted "WITHHOLD" whereas the latter will be voted "FOR" the Company's eleven nominees. Please explain in your response letter the reason for the different treatment.

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Our understanding is that the voting instruction form mirrors the proxy card.

The Company acknowledges the Staff’s comment and respectfully advises that this distinction in treatment of signed but unmarked proxy cards and signed but unmarked voting instruction forms is due to an inability of Broadridge Financial Solutions, Inc. (the entity that acts on behalf of its bank and broker clients to forward to their beneficial owner customers the Company’s proxy materials in connection with the annual meeting and receives voting instructions back from such beneficial owners) to count voting instruction forms that are signed but unmarked with respect to directors as anything

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but a WITHHOLD vote. This same restriction does not apply to the counting of physical proxy cards, which accounts for the difference in our treatment of these voting options, as described in the Preliminary Proxy and Amendment No. 1. We understand from senior Broadridge staff that they have previously discussed these limitations with the Commission and that they understood as result of those discussions that the Commission had no particular concerns with Broadridge’s treatment of unmarked election options from beneficial owners as long as such treatment was properly disclosed to such beneficial owners. We understand that Broadridge’s voting instruction form fully discloses such treatment of unmarked election items. Additionally, we respectfully believe that the Company’s existing disclosure on this subject adequately describes to shareholders the treatment of proxy cards and voting instruction forms that are signed but unmarked.

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We note your adjustment for “content license early termination” that resulted in an increase to total segment operating income of $12,121. Please address the following: • Provide an analysis of the paragraphs of ASC 606 that resulted in the accounting for the content license early termination as contra-revenue.

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• “Total segment operating income,” a non-GAAP measure, is calculated as the sum of your two reportable segment measures of profitability, and excludes the effect of the $1,023 million reduction in revenue for the amount due to a customer to early terminate license agreements delivered in previous years. Therefore, since “total segment operating income” reflects underlying revenue for the licensing of intellectual property that was ultimately never realized, it appears that the non-GAAP adjustment has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP, which may cause the non-GAAP presentation to be misleading. Please tell us how you considered the guidance in Question 100.04 of the non-GAAP Compliance & Disclosure Interpretations. General

The Company acknowledges the Staff’s comment and respectfully advises that our conclusion that the content license early termination should be accounted for as contra revenue was primarily based on Paragraphs 606-10-25-10 through 606-10 -25-13 of ASC 606, which addresses modifications of contracts with customers as well as 606-10-32-25 which addresses consideration payable to a customer.

As background, the transaction involved multi-year term licenses with a single customer for a variety of our film and TV content.

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As this content is functional IP, the vast majority of the consideration to be received under the arrangement was recognized as revenue upon initial availability of the content to the customer. The customer had the ongoing rights to use the content for periods of time of typically up to ten years from initial availability of the content. The customer continued to have the right to use the content as of the termination date.

The modification guidance indicates that:

“An entity shall account for a contract modification as a separate contract if both of the following conditions are present:

a. The scope of the contract increases because of the addition of promised goods or services that are distinct… b. The price of the contract increases by an amount of consideration that reflects the entity’s standalone selling prices of the additional promised goods or services…”

In cases where the modification does not qualify to be accounted for as a separate contract, the guidance indicates that “an entity shall account for the promised goods or services not yet transferred at the date of the contract modification (that is, the remaining promised goods or services) in whichever of the following ways is applicable…either prospectively, as if the modification results in the termination of an existing contract with the creation of a new contract, or by cumulative catch-up adjustment to revenue if the remaining goods or services are not distinct from the goods or services already delivered.”

In this transaction, since neither the scope nor the price of the contract increased nor were there any remaining promised goods or services not yet transferred at the date of the modification, we were required to account for the modification through a cumulative catch-up adjustment to revenue. In other words, the previously recognized revenue should be reduced by the amount of the consideration paid to the customer to modify the original license term (an attribute of the license).

The guidance for consideration payable to a customer indicates that “An entity shall account for consideration payable to a customer as a reduction of the transaction price and therefore of revenue unless the payment to the customer is in exchange for a distinct good or service that the customer transfers to the entity.” The payment made to the customer in connection with the modification of the original license term results in a reduction in the transaction price and the Company did not receive a distinct good or service in exchange for the payment.

“Total segment operating income,” a non-GAAP measure, is calculated as the sum of your two reportable segment measures of profitability, and excludes the effect of the

$1,023 million reduction in revenue for the amount due to a customer to early terminate license agreements delivered in previous years. Therefore, since “total segment operating income” reflects underlying revenue for the licensing of intellectual property that was ultimately never realized, it appears that the non-GAAP adjustment has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP, which may cause the non-GAAP presentation to be misleading. Please tell us how you considered the guidance in Question 100.04 of the non-GAAP Compliance & Disclosure Interpretations.

Response: The Company acknowledges the Staff’s comment and respectfully advises that although we understand that the examples of “tailored GAAP” provided in Question 100.04 are not exhaustive, we believe they reflect measures where a registrant has applied a recurring, systematic approach of converting from one basis of accounting to another—e.g., reflecting revenue as a principal instead of an agent or reflecting revenue on a cash basis instead of an accrual basis. With respect to the modification / termination of our content license, this was an unusual and infrequent transaction. In addition, although the original revenue was reflected in total segment operating income, the vast majority of it was recognized as revenue in periods well prior to the period in which the modification occurred. Importantly, given the magnitude of this item relative to our typical operating activity, we believed it would significantly obscure the underlying trends in our businesses (in one direction in the year of the termination followed by the opposite impact in the year following the termination).

However, in the interest of addressing your comments on the Preliminary Proxy, we have removed “total segment operating income” (including the related disclosure of year-over-year increase and the associated reconciliation) from page 2 and page A-1 of Amendment No. 1.

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For each proposal listed, disclose the effect of an "ABSTAIN" vote. See Item 21(b) of Schedule 14A.

In response to the Staff’s comment, the Company has included the requested disclosure on pages 82-83 of Amendment No. 1.

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We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at the number or email listed above. Read in the reply ↗

We note the disclosure in the revised proxy statements and in your response to our prior comment 2 in your response letter dated January 27, 2023. Please note that in our view, Rule 14a-9 requires you to file and disseminate revised proxy materials promptly if Trian makes a determination to substitute Matthew Peltz for Nelson Peltz.

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In our view, failure to promptly disclose an actual decision to make a substitution under the circumstances present here would represent a material omission.

No reply letter found.

We note the following disclosure which appears in several places in the second proxy statement filed on January 27, 2023: - "If you sign, do not mark and return a BLUE voting instruction form to Broadridge, Trian believes that Broadridge will not vote your shares so as to create the effect of a 'WITHHOLD' vote on all of the nominees." - "However, if you vote for more than eleven nominees on a BLUE voting instruction

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form returned directly to Broadridge, Trian believes that Broadridge may invalidate all your votes on Proposal 1 and your votes on Proposal 1 may not be counted." The proxy statement should be clear on the treatment of over voted and signed but unmarked voting instruction forms. Please revise to remove the qualifying language above, after discussing with all necessary third parties to ensure accuracy. General

No reply letter found.

We note the various references to Rule 14a-4(c)(1), which would appear to be inappropriate, given that 14a-4(c)(1) relates to the use of discretionary authority by registrants. Please revise, or advise.

No reply letter found.

Disney's press release dated February 2, 2023 contains the following statement: "The Disney Board of Directors does not endorse Nelson Peltz (or his son Matthew, who is running as an alternate Mr. Peltz may swap in) as a nominee..." (emphasis added).

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As Disney's letter to shareholders of the same date recognizes, Trian's proxy statement contains qualifying language, consistent with the scope of discretionary authority under Rule 14a-4(c)(5), regarding the circumstances under which Matthew would be substituted for Nelson Peltz: "if he is unable to serve or for good cause will not serve." In future soliciting materials referencing Trian's alternate nominee Matthew Peltz, include the qualifying language concerning the circumstances for the substitution that you have included in the February 2, 2023 letter to shareholders. Please confirm your understanding in a response letter.

No reply letter found.

We note from your disclosure that average monthly revenue per paid subscriber was negatively impacted "by a higher mix of subscribers to multi-product offerings." Similarly, in your Q4 2022 earnings release furnished on Form 8-K, certain Direct-to- Consumer platforms experienced decreasing quarterly period over period average monthly revenue per subscriber which was attributed to "a higher mix of subscribers to

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multiproduct offerings." We also noted from your Q4 earnings call, bundled and multi-product offerings now account for over 40% of your fiscal year-end domestic Disney+ subscriber count. It appears that customers participating in bundled and multi-product offerings has both an impact on your subscriber growth and revenues, please enhance your disclosures to include the total customers participating in bundled and multi-platform offerings for the periods presented for both your domestic and international DTC offerings. While your definition of "Paid subscribers" explains that bundled/multioffering subscribers are counted as paid subscribers for each service listed in the table on page 40, please consider separately quantifying total subscribers for all DTC services in the aggregate and parenthetically highlighting in the introduction to the table that amounts for specifically listed offerings do not aggregate to the number of total DTC subscribers. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company appreciates the Staff’s comment and respectfully advises that in future filings, starting with its next quarterly report, the Company will enhance its disclosure to include total customers participating in our bundled and multi-platform offerings for the periods presented for our domestic and international offerings, as requested by the Staff.

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The Company will also consider separately quantifying total subscribers for all DTC services in the aggregate and parenthetically highlighting that amounts for specifically listed offerings do not aggregate to the number of total DTC subscribers in future filings, as requested by the staff.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at 818-560-5054.

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In regard to your Disney Parks, Experiences and Products segment, we note the following: (1) over the last three fiscal quarters through January 2, 2021, revenues are significantly less than those of the corresponding prior year quarter and segment operating income is negative in each of those quarters, and (2) disclosures that (i) COVID-19 has most significantly impacted this segment; (ii) certain parks remain

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closed or are operating at significantly reduced capacity, and cruise ship sailings and guided tours have been suspended; (iii) impacts of COVID-19 on your businesses will continue for an unknown length of time and you expect COVID-19 to adversely impact your financial results at least through fiscal 2021; and (iv) COVID-19 has adversely impacted your net cash flows, and projected cash flows you use to assess fair value of your businesses and assets for purposes of impairment testing are subject to greater uncertainty than normal because of COVID-19. It appears there is no discussion concerning impairment associated with this segment. In view of the preceding, please explain to us your analysis of impairment of goodwill, other intangible assets and long-lived assets for this segment pursuant to ASC 350-20-35, 350-30-35 and 360-10-35, as appropriate. In so doing, tell us the reporting units included in this segment and whether any have been aggregated for purposes of goodwill impairment testing. Additionally, explain to us the uncertainty associated with the projected cash flows for the total segment and reporting units therein due to COVID19 and how this impacted your analysis. If projected cash flows have been adversely impacted, please tell us the extent and the impact on your analysis.

The Company’s Disney Parks, Experiences and Products (DPEP) segment is composed of two reporting units: Consumer Products and Parks & Experiences. The primary businesses in the Consumer Products reporting unit are (a) licensing of our intellectual property (IP) for use with consumer merchandise and (b) sales of branded merchandise at retail. This reporting unit’s primary assets are character/franchise intangible assets that arose from the Company’s acquisitions of Marvel and Lucasfilm and goodwill.

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Our Parks & Experiences reporting unit includes our theme parks and resorts around the world, as well as our cruise line and Disney Vacation Club businesses. The primary assets in the Parks & Experiences reporting unit are long-lived tangible assets. A substantial majority of the intangibles and goodwill of the DPEP segment are in the Consumer Products reporting unit, while substantially all of the long-lived assets are in the Parks & Experiences reporting unit.

Consumer Products

The Company tests its intangible assets subject to amortization, which includes our character/franchise intangible assets, for impairment under ASC 350-30-35, Intangibles—goodwill and other, whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

While the Consumer Products business was impacted by the COVID-19 pandemic at its onset, the severity decreased over the course of fiscal 2020 through our first quarter of fiscal 2021 which ended January 2, 2021. In fact, the Consumer Products business revenue and operating income for the first quarter of fiscal 2021 increased compared to the first quarter of 2020 ended December 28, 2019, which, to a large extent was prior to the onset of the impacts of the COVID-19 pandemic. In addition, our Consumer Products business is largely driven by licensing revenues generated from third-party businesses throughout the world, including manufacturers, game developers, publishers and retailers (both physical and online), which diversifies the impacts of the COVID-19 pandemic on this business. Further, many of our licensing contracts include a guaranteed minimum amount of revenue.

In consideration of the above, through our first quarter of fiscal 2021, we do not believe there was an indication that our Marvel and Lucasfilm character/franchise IP intangible assets would not be recoverable given their long-term nature, diverse monetization channels, and the relatively short-term adverse impacts the COVID-19 pandemic had on our Consumer Products business.

In accordance with ASC 350-20-35, Intangibles—goodwill and other, we perform an annual goodwill impairment test or sooner if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For fiscal 2020, we performed a qualitative impairment test of goodwill for the Consumer Products reporting unit to determine if it was more likely than not that the fair value of the reporting unit was less than its carrying amount.

As part of our assessment for fiscal 2020, we considered that the quantitative goodwill impairment analysis we performed in fiscal 2019 indicated the fair value of the Consumer Products reporting unit exceeded its carrying amount by a substantial margin. In light of the fact that we believed the impacts of the COVID-19 pandemic on our Consumer Products reporting unit would be relatively temporary, as supported by the recovery we have already seen, we concluded that the expected short-term impact was not significant enough to reduce the fair value of the reporting unit below its carrying amount.

Parks & Experiences

The Company tests its long-lived assets, which includes our theme parks and resorts and cruise ships for impairment under ASC 360-10-35, Property, plant, and equipment. Accordingly, we perform an impairment analysis whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

With the closure of our theme parks and suspended sailing of our cruise ships at the onset of the COVID-19 pandemic, we reviewed these assets for impairment during fiscal 2020.

Given the unknown duration and severity of the COVID-19 pandemic and its impact on our operations and ability to forecast cash flows with a normal level of certainty, we performed an impairment analysis of the assets of each of our theme park and resort businesses and our cruise ship business. This analysis was based on the amount by which projected cash flows from the Company’s most recent long-range business plan prepared shortly before the impact of the COVID-19 pandemic exceeded the book value of the assets of each of the businesses. Given the long-term nature of these assets and the cash flows these businesses generate, the undiscounted cash flows in this long-range plan significantly exceeded the carrying amounts of the assets. Based on the level of cushion between the cash flows and book value of the assets, we determined that all of these businesses could sustain several years of non-operation before their long-lived assets would not be recoverable. Since the businesses first shut down we have been able to begin operating under capacity constraints, even prior to the full distribution of vaccines. As such, we concluded that the severity and duration of the COVID-19 pandemic was unlikely to reach levels that would result in the carrying amounts of any of these long-lived assets not being recoverable.

For the goodwill that is attributable to the Parks & Experiences reporting unit, we also performed a qualitative assessment under ASC 350-20-35 and considered the significant excess of this reporting unit’s fair value compared to its book value from the 2019 quantitative test. Given our expectations of the duration of the impacts of the COVID-19 pandemic on our Parks & Experiences businesses, we concluded these impacts were not significant enough to reduce the fair value of the reporting unit below its carrying amount.

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