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March 15, 2024
Daniel Cerqueira
Partner, Cravath, Swaine & Moore LLP
Walt Disney Co
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Re:Walt Disney Co
Definitive Additional Soliciting Materials
Filed March 13, 2024
File No. 001-38842
Dear Daniel Cerqueira:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
Slide Presentation, page 3
1.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 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."
2.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

 FirstName LastNameDaniel Cerqueira
 Comapany NameWalt Disney Co
 March 15, 2024 Page 2
 FirstName LastName
Daniel Cerqueira
Walt Disney Co
March 15, 2024
Page 2
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.

•"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
Disney’s Board."

            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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions