falseWALT DISNEY CO/000174448900017444892023-11-012023-11-01

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Date of Report (Date of Earliest Event Reported): November 1, 2023

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On November 1, 2023, a subsidiary of NBC Universal (collectively with its subsidiaries, “NBCU”) provided notice to a subsidiary of The Walt Disney Company (collectively with its subsidiaries, “Disney”) of its exercise of its right under a put/call arrangement pursuant to an agreement, as amended (the “Hulu Agreement"), among Disney, NBCU and Hulu, LLC (“Hulu”), which is owned 67% by Disney and 33% by NBCU, subject to dilution under certain circumstances, to require Disney to purchase NBCU’s interest in Hulu, at a value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $27.5 billion (the “guaranteed floor value”). On or before December 1, 2023, Disney is required to pay NBCU the guaranteed purchase price (as described below) minus the outstanding NBCU capital call contributions under the Hulu Agreement payable to Disney remaining unpaid on such date. Accordingly, on such date, Disney expects it will pay NBCU approximately $8.61 billion, representing NBCU’s equity ownership percentage of the guaranteed floor value of approximately $9.17 billion (the “guaranteed purchase price”) minus the outstanding NBCU capital call contributions under the Hulu Agreement payable to Disney, currently approximately $567 million, if the full amount of such outstanding capital call contributions remains unpaid on such date.

Hulu’s equity fair value will be assessed as of September 30, 2023, and determined in accordance with the parties’ agreed appraisal process. If the equity fair value is finally determined to be greater than the guaranteed floor value, Disney will pay NBCU an amount equal to NBCU’s equity ownership percentage of the equity fair value net of the guaranteed purchase price within 45 days of such final determination. Disney will share with NBCU 50% of Disney’s estimated U.S. tax savings resulting from the acquisition, which payments are expected to be made primarily over a 15-year period.

A copy of a press release issued by the Company on November 1, 2023 is attached as Exhibit 99.1 hereto.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated November 1, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						The Walt Disney Company
By:						/s/ Jolene E. Negre
						Jolene E. Negre
						Associate General Counsel and Secretary

Dated: November 1, 2023