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1、FISCAL YEAR 2023 ANNUAL FINANCIAL REPORTFISCAL YEAR 2023 ANNUAL FINANCIAL REPORT12/2023JM95717_FY2023_Q4_10K_136_Cover.indd 195717_FY2023_Q4_10K_136_Cover.indd 11/29/24 5:08 PM1/29/24 5:08 PM95717_FY2023_Q4_10K_136_Cover.indd 295717_FY2023_Q4_10K_136_Cover.indd 21/29/24 5:08 PM1/29/24 5:08 PMUNITED
2、STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30,2023orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transiti
3、on period from _ to _.Commission File Number 001-38842 Delaware 83-0940635State or Other Jurisdiction of I.R.S.Employer IdentificationIncorporation or Organization500 South Buena Vista StreetBurbank,California 91521Address of Principal Executive Offices and Zip Code(818)560-1000 Registrants Telephon
4、e Number,Including Area CodeSecurities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.01 par valueDISNew York Stock ExchangeSecurities Registered Pursuant to Section 12(g)of the Act:None.Indicate by check ma
5、rk if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No xIndicate by check mark whether the registrant(1)has filed all
6、 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 x No oIndicate by ch
7、eck mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes x No oIndicate by check mark w
8、hether 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 E
9、xchange Act.Large accelerated filerxAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf 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 accou
10、nting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(
11、15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to pr
12、eviously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Ind
13、icate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No xThe aggregate market value of common stock held by non-affiliates(based on the closing price on the last business day of the registrants most recently completed second fiscal quarter as reporte
14、d on the New York Stock Exchange-Composite Transactions)was$182.9 billion.All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrants common stock have been deemed,solely for the purpose of the for
15、egoing calculation,to be“affiliates”of the registrant.There were 1,830,315,921 shares of common stock outstanding as of November 15,2023.Documents Incorporated by ReferenceCertain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2024
16、 annual meeting of the Companys shareholders.This page intentionally left blank THE WALT DISNEY COMPANY AND SUBSIDIARIESTABLE OF CONTENTS PagePART IITEM 1.Business2ITEM 1A.Risk Factors17ITEM 1B.Unresolved Staff Comments26ITEM 2.Properties26ITEM 3.Legal Proceedings27ITEM 4.Mine Safety Disclosures27In
17、formation About our Executive Officers27PART IIITEM 5.Market for the Companys Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities29ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations30ITEM 7A.Quantitative and Qualitative Disclos
18、ures About Market Risk68ITEM 8.Financial Statements and Supplementary Data69ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69ITEM 9A.Controls and Procedures69ITEM 9B.Other Information69ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspecti
19、ons69PART IIIITEM 10.Directors,Executive Officers and Corporate Governance70ITEM 11.Executive Compensation70ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70ITEM 13.Certain Relationships and Related Transactions,and Director Independence70ITEM 1
20、4.Principal Accounting Fees and Services70PART IVITEM 15.Exhibits and Financial Statement Schedules71ITEM 16.Form 10-K Summary75SIGNATURES76Consolidated Financial Information The Walt Disney Company77This page intentionally left blank Cautionary Note on Forward-Looking StatementsThis Annual Report o
21、n Form 10-K 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 a
22、nd 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 or other obligations,impairments and amortization,estimates of the financial impact of c
23、ertain items,accounting treatment,events or circumstances;competition and seasonality.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,
24、”“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 views with respect to future events and are based on assumptions as of the date of this report.These statements
25、 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 Compa
26、ny,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 and ou
27、r cost structure)or other business decisions,as well as from developments beyond the Companys control,including:further deterioration in domestic and global economic conditions;deterioration in or pressures from competitive conditions,including competition to create or acquire content;consumer prefe
28、rences and acceptance of our content,offerings,pricing model and price increases and the market foradvertising sales on our direct-to-consumer services and linear networks;health concerns and their impact on our businesses and productions;international,regulatory,legal,political,or military developm
29、ents;technological developments;labor markets and activities;adverse weather conditions or natural disasters;andavailability of content;each such risk includes the current and future impacts of,and is amplified by,COVID-19 and related mitigation efforts.Such developments may further affect entertain
30、ment,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 Companys content;our ability to create or obtain desirable content at or under th
31、e value we assign the content;the advertising market for programming;income tax expense;andperformance of some or all Company businesses either directly or through their impact on those who distribute ourproducts.Additional factors include those described in this Annual Report on Form 10-K,including
32、 under the captions“Risk Factors,”“Managements 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“Managements Discussion and Analysis of Financial Condition and Results
33、 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
34、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.1PART IITEM 1.BusinessThe Walt Disney Company,together wit
35、h its subsidiaries,is a diversified worldwide entertainment company with operations in three segments:Entertainment,Sports and Experiences.The terms“Company”,“we”,“our”and“us”are used in this report to refer collectively to the parent company and the subsidiaries through which businesses are conduct
36、ed.Human CapitalThe Companys key human capital management objectives are to attract,retain and develop the highest quality talent.To support these objectives,the Companys human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the futur
37、e;reward and support employees through competitive pay,benefit and perquisite programs;enhance the Companys culture through efforts aimed at making the workplace more engaging and inclusive;acquire talent and facilitate internal talent mobility to create a high-performing,diverse workforce;engage em
38、ployees as brand ambassadors of the Companys content,products and experiences;and evolve and invest in technology,tools and resources to enable employees at work.The Company employed approximately 225,000 people as of September 30,2023,of which approximately 167,000 were employed in the U.S.and appr
39、oximately 58,000 were employed outside the U.S.Our global workforce is comprised of approximately 77%full time and 16%part time employees,with another 7%being seasonal employees.A significant number of employees in various parts of our businesses,including employees of our theme parks,and writers,di
40、rectors,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.Some of our key programs and initiatives to attract,develop and
41、retain our diverse workforce include:Health,wellness,family resources and other benefits:Disneys benefit offerings are designed to meet the variedand evolving needs of a diverse workforce across businesses and geographies while helping our employees care forthemselves and their families.We provide:H
42、ealthcare options aimed at improving quality of care while limiting out-of-pocket costsFamily care resources,such as childcare and senior care programs for employees,including access to onsite/community centers,enhanced back-up care choices to include personal caregivers,childcare referral assistanc
43、e andcenter discounts,homework help,college preparation,support for students with special needs,a variety ofparenting educational resources,long-term care coverage and a family building benefit supporting fertilitytreatments,adoptions or surrogacyFree mental health and well-being resources,including
44、 onsite and virtual on-demand access to the EmployeeAssistance Program for employees and their dependents and access to digital applications to manage stress andencourage movementTwo Centers for Living Well facilities that offer convenient,on-demand access to board-certified physicians andcounselors
45、Global Well-Being Week(introduced in 2022),a dedicated week for employees around the world to celebrate,learn and engage in well-being through in-person and virtual events and activities focused on physical,emotional,financial and social well-beingAccess to a variety of well-being focused apps and p
46、latforms including our newest offering,Thrive Global,whichis an innovative app that helps employees create long-term healthy habits and behaviors while improving theiroverall well-being and productivityDiversity,Equity and Inclusion(DE&I):Our DE&I objectives are to build teams that reflect the life
47、experiences ofour audiences,while employing and supporting a diverse array of voices in our creative and production teams.OurDE&I initiatives and programs include:Reimagine Tomorrow,which is the Companys digital destination for amplifying underrepresented voices andfeatures some of Disneys DE&I comm
48、itments and actionsExecutive Incubator,Creative Talent Development and Inclusion,and the Disney Launchpad:Shorts Incubator,which are designed to create a pipeline of next-generation creative executives from underrepresented backgroundsEmployee development programs and fellowships for underrepresente
49、d talentInnovative learning opportunities,which spark dialogue among employees,leaders,Disney talent and externalexperts2Over 100 employee-led groups,which represent and support the diverse communities that make up our globalworkforceThe Disney Look appearance guidelines,which were updated to cultiv
50、ate a more inclusive environment thatencourages and celebrates authentic expressions of belonging among employeesDisney Aspire:We support the long-term career aspirations of our hourly employees and further our commitment tostrengthening the communities in which we work through our education investm
51、ent program,Disney Aspire.We pay100%of the tuition costs upfront for eligible participating employees at a variety of in-network learning providers anduniversities and reimburse employees for applicable books and fees.The program helps our employees achieve theirgoals professionally-whether at Disne
52、y or beyond-by equipping them with the skills they need to succeed in therapidly changing 21st century career landscape.More than 15,000 current employees are enrolled and more than 3,800current employees have graduated since the program launched in 2018.More than 3,100 current students andgraduates
53、 have been internally promoted across the Company.Talent Development:We prioritize and invest in creating opportunities to help employees grow and build theircareers through a multitude of training and development programs.These include online,instructor-led and on-the-joblearning formats as well as
54、 executive talent and succession planning paired with an individualized developmentapproach.Sustainability and Social Impact:The Companys longstanding commitments to sustainability and social impacthelps differentiate the Company as an employer.Our priorities include operating responsibly;investing
55、in our peoplesdevelopment and employee experience;diversity,equity and inclusion;environmental stewardship and conservation;and supporting our communities,with a focus on supporting children and families.Our approach seeks to connectthese priorities with the Companys businesses and employees and is
56、reflected in our philanthropic giving.TheCompany also supports employees who give back to our communities with a generous U.S.matching gifts program,aswell as Disney VoluntEARS,which rewards employees for their volunteer hours with the opportunity to direct not-for-profit donations from the Company
57、to qualified non-profits of their choosing.Environmental SustainabilityThe Company has developed measurable environmental sustainability goals for 2030,based on our assessment of where the Companys operations have the most significant environmental impacts and where we can most effectively mitigate
58、those impacts.The Companys goals encompass science-based targets for Scope 1,2 and 3 emissions,water stewardship,waste reduction,sustainable design in construction and use of more sustainable materials in our products.ENTERTAINMENTThe Entertainment segment generally encompasses the Companys non-spor
59、ts focused global film,television and direct-to-consumer(DTC)video streaming content production and distribution activities.The significant lines of business within Entertainment are as follows:Linear NetworksDomestic:ABC Television Network(ABC Network);Disney,Freeform,FX and National Geographic(own
60、ed 73%by the Company)branded television channels;and eight owned ABC television stationsInternational:Disney,Fox(which will be rebranded in fiscal 2024,primarily to FX or Star),FX,NationalGeographic(owned 73%by the Company)and Star branded general entertainment television channels outside ofthe U.S.
61、A 50%equity investment in A+E Television Networks(A+E),which operates cable channels including A&E,HISTORY and LifetimeDirect-to-ConsumerDisney+:a global DTC service that primarily offers general entertainment and family programming.In certainLatin American countries,we offer Disney+as well as Star+
62、,a general entertainment service that also has sportsprogrammingDisney+Hotstar:a DTC service primarily in India that offers general entertainment,family and sportsprogrammingHulu(owned 67%by the Company):a U.S.DTC service that offers general entertainment and family programmingand a digital over-the
63、-top(OTT)service that includes live linear streams of cable networks and the major broadcastnetworks3Content Sales/LicensingSale/licensing of film and episodic content to third-party television and video-on-demand(TV/VOD)servicesTheatrical distributionHome entertainment distribution:DVD and Blu-ray
64、discs,electronic home video licenses and video-on-demand(VOD)rentalsStaging and licensing of live entertainment events on Broadway and around the world(Stage Plays)Intersegment allocation of revenues from the Experiences segment,which is meant to reflect royalties on consumerproducts merchandise lic
65、ensing revenues generated on intellectual property(“IP”)created by the EntertainmentsegmentMusic distributionPost-production services by Industrial Light&Magic and Skywalker SoundEntertainment also includes the following activities that are reported with Content Sales/Licensing:National Geographic m
66、agazine and online business(owned 73%by the Company)A 30%ownership interest in Tata Play Limited,which operates a direct-to-home satellite distribution platform in IndiaThe significant revenues of Entertainment are as follows:Affiliate fees-Fees charged to multi-channel video programming distributor
67、s(i.e.cable,satellite,telecommunicationsand digital over-the-top(e.g.YouTube TV)service providers)(MVPDs)for the right to deliver our programming totheir customers.Linear Networks also generates revenues from fees charged to television stations affiliated with ABCNetwork.Subscription fees-Fees charg
68、ed to customers/subscribers for our DTC streaming servicesAdvertising-Sales of advertising time/spaceTV/VOD distribution-Licensing fees for the right to use our film and episodic contentTheatrical distribution-Rentals from licensing our films to theatersHome entertainment distribution-Sales and rent
69、als of our film and episodic content to retailers and throughdistributorsOther revenue-Revenues from licensing our music,ticket sales from stage play performances,fees from licensing ourIP for use in stage plays,sales of post-production services and the allocation of consumer products merchandiselic
70、ensing revenuesThe significant expenses of Entertainment are as follows:Operating expenses,consisting primarily of programming and production costs,technology support costs,operatinglabor,distribution costs and costs of sales.Programming and production costs include the following:Amortization of cap
71、italized production costsAmortization of the costs of licensed programming rightsSubscriber-based fees for programming our Hulu Live service,including fees paid by Hulu to the Sports segmentand other Entertainment segment businesses for the right to air their linear networks on Hulu LiveProduction c
72、osts related to live programming(primarily news)Amortization of participations and residual obligationsFees paid to the Sports segment to program ESPN on ABC and certain sports content on Star+Selling,general and administrative costs,including marketing costsDepreciation and amortizationLinear Netwo
73、rksThe majority of Linear Networks revenue is derived from affiliate fees and advertising.The Companys Linear Networks businesses provide programming under multi-year licensing agreements with MVPDs and/or affiliated television stations that are generally based on contractually specified rates on a
74、per subscriber basis.The amounts that we can charge for our networks are largely dependent on the quality and quantity of programming that we can provide and the competitive market for programming services.The ability to sell advertising time and the rates received are primarily dependent on the siz
75、e and nature of the audience that the network can deliver to the advertiser as well as overall advertiser demand.4Domestic Linear NetworksABC NetworkABC Network distributes programming to approximately 240 local affiliated television stations and to our eight owned television stations,which collecti
76、vely reach almost 100%of U.S.television households.ABC Network programming is aired in the primetime,daytime,late night,news and sports“dayparts”.ESPN programs the sports daypart on the ABC Network,which is branded ESPN on ABC.ABC Network produces a variety of primetime specials,news and daytime pro
77、gramming.Disney ChannelsBranded television channels include:Disney Channel;Disney Junior;and Disney XD(collectively Disney Channels).Disney Channel-the Disney Channel airs original series and movie programming 24 hours a day targeted to kids ages 2 to 14.The channel features live-action comedy serie
78、s,animated programming and preschool series as well as original movies and theatrical films.Disney Junior-the Disney Junior channel airs programming 24 hours a day targeted to kids ages 2 to 7 and their parents and caregivers.The channel features animated and live-action programming that blends Disn
79、eys storytelling and characters with learning.Disney Junior also airs as a programming block on the Disney Channel.Disney XD-the Disney XD channel airs programming 24 hours a day targeted to kids ages 6 to 11.The channel features a mix of live-action and animated programming.FreeformFreeform is a ch
80、annel targeted to viewers ages 18 to 34 that airs original,Company owned(“library”)and licensed television series,films and holiday programming events.FX ChannelsBranded television channels include:FX;FXM;and FXX(collectively FX Channels),which air a mix of original,library and licensed television s
81、eries and films.National Geographic ChannelsBranded television channels include:National Geographic;Nat Geo Wild;and Nat Geo Mundo(collectively National Geographic Channels).National Geographic Channels air scripted and documentary programming on such topics as natural history,adventure,science,expl
82、oration and culture.The number of subscribers(in millions)for the significant domestic branded channels are as follows:Subscribers(1)DisneyDisney Channel71Disney Junior(2)52Disney XD(2)51Freeform(2)71FX ChannelsFX72FXX(2)68FXM(2)43National Geographic ChannelsNational Geographic71National Geographic
83、Wild(2)42(1)Based on Nielsen Media Research estimates as of September 2023.Estimates include traditional MVPD and themajority of digital OTT subscriber counts.(2)The Company renewed its MVPD agreement with an affiliate during September 2023,under which the affiliate will nolonger distribute these ch
84、annels.Nielsen Media Research estimates as of September 2023 do not reflect the impact ofthis agreement.5Domestic Television StationsThe Company owns eight television stations,six of which are located in the top ten television household markets in the U.S.Our television stations collectively reach a
85、pproximately 20%of U.S.television households.The stations we own are as follows:TV StationMarketTelevision MarketRanking(1)WABCNew York,NY1KABCLos Angeles,CA2WLSChicago,IL3WPVIPhiladelphia,PA4KTRKHouston,TX7KGOSan Francisco,CA10WTVDRaleigh-Durham,NC23KFSNFresno,CA53(1)Based on Nielsen Media Research
86、,U.S.Television Household Estimates,January 1,2023International Linear NetworksInternational Linear Networks use content from the Companys various studios,including library titles,as well as content acquired from third parties.The Company operates approximately 285 general entertainment and family c
87、hannels outside the U.S.in approximately 40 languages and 190 countries/territories.General Entertainment General Entertainment channels include Fox(which will be rebranded in fiscal 2024,primarily to FX or Star),FX,National Geographic and Star branded channels,which air a variety of scripted,realit
88、y and documentary programming.As of September 2023 and 2022,the estimated number of unique subscribers for our general entertainment channels,based on internal management reports,are 270 million and 315 million,respectively.Family Family channels include Disney Channel and Disney Junior,which air a
89、variety of animated and live action original series and movies targeted to kids ages 2 to 14 and their parents and caregivers.As of September 2023 and 2022,the estimated number of unique subscribers for our family channels,based on internal management reports,are 225 million and 220 million,respecti
90、vely.Equity InvestmentsThe most significant equity investment at Linear Networks is A+E.The Companys share of A+Es financial results are reported as“Equity in the income(loss)of investees,net”in the Companys Consolidated Statements of Operations.A+E is owned 50%by the Company and 50%by Hearst.A+E op
91、erates a variety of cable channels:A&E which generally offers unscripted entertainment programmingHISTORY which offers original unscripted series and event-driven specialsLifetime and Lifetime Movie Network(LMN)which offer female-focused programmingFYI which offers contemporary lifestyle programming
92、A+E programming is available in approximately 200 countries and territories.A+Es networks are distributedinternationally under multi-year licensing agreements with MVPDs.A+E programming is also sold to international TV/VOD services.6The number of domestic subscribers(in millions)for A+E channels are
93、 as follows:Subscribers(1)A&E65HISTORY65Lifetime65LMN49FYI37(1)Based on Nielsen Media Research estimates as of September 2023.Estimates include traditional MVPD and themajority of digital OTT subscriber counts.Direct-to-ConsumerDisney+,Disney+Hotstar and Hulu are subscription services that provide v
94、ideo streaming of general entertainment and family programming.Disney+and Disney+Hotstar also provide video streaming of international sports programming.The services are offered individually or in various bundles,which may include ESPN+(see Sports segment discussion),to customers directly or throug
95、h third-party distributors on mobile and internet connected devices.The majority of Direct-to-Consumer revenue is derived from subscription fees and advertising.Disney+(including Star+in Latin America)Disney+is a subscription-based DTC service with Disney,Pixar,Marvel,Star Wars and National Geograph
96、ic branded programming,which are all top-level selections or“tiles”within the Disney+interface.Outside the U.S.and Latin America,Disney+also includes a Star branded tile,which features general entertainment programming.Star+is a standalone DTC service in Latin America with a variety of general enter
97、tainment and family content and live sports programming.Disney+(including Star+)is also referred to as Disney+Core.As of September 30,2023,the estimated number of paid Disney+Core subscribers,based on internal management reports,was approximately 113 million.Disney+HotstarDisney+Hotstar is a subscri
98、ption-based DTC service available in India,Indonesia,Malaysia,Philippines and Thailand.Programming includes television shows,movies,sports and original series in approximately ten languages,in addition to gaming and social features.Disney+Hotstar has exclusive streaming rights to certain cricket pro
99、gramming.As of September 30,2023,the estimated number of paid Disney+Hotstar subscribers,based on internal management reports,was approximately 38 million.Disney+Core and Disney+Hotstar offer content from the Companys various studios,including library titles,as well as content acquired from third pa
100、rties.The majority of Disney+Core and Disney+Hotstar revenue is derived from subscription fees and,to a lesser extent,Advertising.The Company launched an ad-supported Disney+service in the U.S.in December 2022 and in select European markets and in Canada in November 2023.The Company plans to launch
101、an ad-supported Disney+service in additional international markets in calendar 2024.HuluHulu is a domestic subscription-based DTC service with general entertainment content from the Companys various studios as well as content licensed from third parties.Hulus revenue is primarily derived from subscr
102、iption fees and Advertising.Hulu offers subscription VOD(SVOD)services with or without advertising in addition to a digital OTT MVPD(Live TV)service.The Live TV service is available with either of Hulus SVOD services and includes live linear streams of cable networks and the major broadcast networks
103、.In addition,Hulu offers subscriptions to premium services such as Max,Cinemax,Starz and Showtime,which can be added to the Hulu service.Certain programming from ABC Network,Freeform and FX Channels is also available on the Hulu SVOD service one day after the linear airing on these channels.As of Se
104、ptember 30,2023,the estimated number of paid Hulu subscribers,based on internal management reports,was approximately 49 million.The Company has 67%ownership and full operational control of Hulu.NBC Universal(NBCU)owns the remaining 33%of Hulu.In November 2023,NBCU exercised its put right to require
105、the Company to purchase NBCUs interest in Hulu(see Note 2 of the Consolidated Financial Statements for additional information).7Content Sales/Licensing and OtherThe majority of Content Sales/Licensing revenue is derived from TV/VOD,theatrical and home entertainment distribution.In addition,revenue i
106、s generated from music distribution,stage plays and post-production services through Industrial Light&Magic and Skywalker Sound.The Company also publishes National Geographic magazine,which is reported with Content Sales/Licensing.TV/VOD DistributionWe license our content to third-party television n
107、etworks,television stations and other video service providers for distribution to viewers on television or a variety of internet-connected devices,including through other DTC services.Theatrical DistributionThe Company licenses full-length live-action and animated films to theaters globally.Cumulati
108、vely through September 30,2023,the Company has released approximately 1,100 full-length live-action films and 100 full-length animated films.In the domestic and most major international markets,we generally distribute and market our films directly.In certain international markets our films are distr
109、ibuted by independent companies.In some territories,certain films may be exclusively distributed on our DTC streaming services.During fiscal 2024,we expect to release approximately 15 films,although the ultimate number of releases will depend on when productions resume following the writers/actors w
110、ork stoppages.The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film in an effort to generate public awareness of the film,to increase the publics intent to view the film and to help generate consumer interest in the subsequent home ente
111、rtainment and other ancillary markets.These costs are expensed as incurred,which may result in a loss on a film in the theatrical markets,including in periods prior to the theatrical release of the film.Home Entertainment DistributionWe distribute the Companys film and episodic content in home enter
112、tainment markets on DVD and Blu-ray disc,through electronic home video licenses and VOD rentals globally.Domestically and internationally,we distribute directly to retailers and through independent distribution companies.Electronic formats of our film and episodic content may be purchased through e-
113、tailers such as Apple and Amazon,and MVPDs,such as Comcast and DirecTV,and physical formats are generally sold to retailers,such as Walmart and Target.The Company also operates Disney Movie Club,which sells DVD/Blu-ray discs directly to consumers in the U.S.and Canada.Distribution of film content in
114、 the home entertainment window generally starts within three months after the theatrical release.Electronic formats are typically available approximately four to eight weeks ahead of the physical release.We also license titles to VOD e-tailers concurrent with physical home entertainment distribution
115、.Distribution of episodic content in the home entertainment window includes electronic sales of season passes that can be purchased prior to,during and after the broadcast season with individual episodes typically available to season pass customers shortly after the initial airing of the show in eac
116、h territory.Access to individual episodes is also available for electronic purchase shortly after the initial airing in each territory.Disney Theatrical GroupDisney Theatrical Group develops,produces and licenses live entertainment events on Broadway and around the world.Productions include The Lion
117、 King,Frozen,Aladdin and Beauty and the Beast.Disney Theatrical Group also licenses the Companys IP to Feld Entertainment,the producer of Disney On Ice and Marvel Universe Live!.Disney Music GroupThe Disney Music Group encompasses all aspects of the Companys music commercialization and marketing inc
118、luding:recorded music(Walt Disney Records and Hollywood Records);music publishing;and concerts.Disney Music Group distributes music both physically and digitally and also licenses music throughout the world in various forms of media,including:television;print;gaming;and consumer products.Equity Inve
119、stmentThe Company has a 30%effective interest in Tata Play Limited,which operates a direct-to-home satellite distribution platform in India.Content Production and AcquisitionProduced content primarily consists of original films and episodic programs,network news and daytime/nighttime content and lic
120、ensed content includes acquired episodic programming rights.Original content is generally produced under the following banners:ABC Signature;Disney Branded Television;FX Productions;Lucasfilm;Marvel;National Geographic Studios;Pixar;8Searchlight Pictures;Twentieth Century Studios;20th Television;and
121、 Walt Disney Pictures.Original content is also commissioned and produced by various third-party studios.Program development is carried out in collaboration with writers,producers and creative teams.Costs to produce content are generally capitalized and allocated across Entertainments businesses base
122、d on the estimated relative value of the distribution windows.Generally,the Company has full production and distribution rights to its IP.However,prior to the Companys acquisition of Marvel,Sony Pictures Entertainment licensed from Marvel the rights to produce and distribute Spider-Man films in all
123、windows except for the merchandise rights,which the Company retains.The Company has a significant library of content spanning approximately 100 years of production history as well as acquired libraries.The library of content includes approximately 5,100 live-action film titles and 400 animated film
124、titles,as well as episodic series with four or more seasons(approximately 75 dramas,55 comedies,35 non-scripted series,15 animated series and 10 live-action series).In addition,the library includes approximately 100 series and 65 films that were produced for initial distribution on our DTC platforms
125、.In fiscal 2024,the Company plans to produce or commission approximately 225 episodic and film titles,although the ultimate number will depend on when productions resume following the writers/actors work stoppages.The vast majority of our productions will be distributed on our Linear Networks and/or
126、 DTC platforms or theatrically.Programming is also produced for third parties,which typically have domestic linear distribution rights while the Company retains domestic VOD and international distribution rights.We also license,acquire or produce local content for use in various countries/territorie
127、s.Competition and SeasonalityLinear Networks and Direct-to-Consumer compete for viewers attention and audience share primarily with other television networks,independent television stations and other media,such as other DTC streaming services,social media and video games.With respect to the sale of
128、advertising time,we compete with other television networks,independent television stations,MVPDs,other DTC streaming services and other advertising media such as digital content,newspapers,magazines,radio and billboards.Our television and radio stations primarily compete for audiences and advertiser
129、s in local market areas.Linear Networks compete with other networks for carriage by MVPDs.The Companys contractual agreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of business.Consolidation and other market conditions in the cable,satellite and telecommunica
130、tion distribution industry,including subscriber trends,and other factors may adversely affect the Companys ability to obtain and maintain contractual terms for the distribution of its various programming services that are as favorable as those currently in place.Content Sales/Licensing businesses co
131、mpete with all forms of entertainment and a significant number of companies produce and/or distribute theatrical and episodic content,distribute products in the home entertainment market,provide pay TV/VOD services,and produce music and live theater.The operating results of Content Sales/Licensing f
132、luctuate due to the timing and performance of releases in the theatrical,home entertainment and television markets.Release dates are determined by several factors,including competition and the timing of vacation and holiday periods.We also compete with other media and entertainment companies,indepen
133、dent production companies and VOD services for creative and performing talent,story properties,show concepts,scripted and other programming,advertiser support,production facilities and exhibition outlets that are essential to the success of our Entertainment businesses.Advertising revenues at Linear
134、 Networks and Direct-to-Consumer are subject to seasonal advertising patterns and changes in viewership levels.In general,domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months.Affiliate revenues vary with the subscriber trends of MVPD
135、s.SportsThe Sports segment generally encompasses the Companys sports-focused global television and DTC video streaming content production and distribution activities.The significant lines of business within Sports are as follows:ESPN(generally owned 80%by the Company)Domestic:Eight ESPN-branded tele
136、vision channelsESPN on ABC(sports programmed on the ABC Network by ESPN)ESPN+DTC video streaming service9International:ESPN-branded channels outside of the U.S.Star:Star-branded sports channels in IndiaThe significant revenues of Sports are as follows:Affiliate feesAdvertisingSubscription feesOther
137、revenue-Fees from the following activities:pay-per-view events on ESPN+,sub-licensing of sports rights,programming ESPN on ABC and licensing the ESPN brandThe significant expenses of Sports are as follows:Operating expenses,consisting primarily of programming and production costs,technology support
138、costs,operatinglabor and distribution costs.Programming and production costs include amortization of licensed sports rights andproduction costs related to live sports and other sports-related programming.Selling,general and administrative costs,including marketing costsDepreciation and amortizationD
139、omestic ESPNBranded television channels include eight 24-hour domestic television sports channels:ESPN and ESPN2(both of which are dedicated to professional and college sports as well as sports news and original programming);ESPNU(which is dedicated to college sports);ESPNEWS(which re-airs select ES
140、PN studio shows and airs a variety of other programming);SEC Network(which is dedicated to Southeastern Conference college athletics);ACC Network(which is dedicated to Atlantic Coast Conference college athletics);ESPN Deportes(which airs professional and college sports as well as studio shows in Spa
141、nish);and Longhorn Network(which is dedicated to The University of Texas athletics).In addition,ESPN programs ESPN on ABC and recognizes the direct revenues and costs for this programming and receives a fee from the ABC Network,which is eliminated in consolidation.The Company has various sports prog
142、ramming rights,which are used to produce content aired on ESPN television networks and ESPN+,including live events and sports news.Rights include the National Football League(NFL),college football(including bowl games and the College Football Playoff)and basketball,the National Basketball Associatio
143、n(NBA),mixed martial arts,Major League Baseball(MLB),the National Hockey League(NHL),soccer,Top Rank Boxing,US Open Tennis,the Masters golf tournament,the Wimbledon Championships,the Professional Golfers Association(PGA)Championship and the Womens National Basketball Association(WNBA).The number of
144、subscribers(in millions)for the significant domestic branded channels are as follows:SubscribersESPN(1)71ESPN2(1)71ESPNU(1)50ESPNEWS(2)53SEC Network(2)48ACC Network(2)46(1)Based on Nielsen Media Research estimates as of September 2023.Estimates include traditional MVPD and themajority of digital OTT
145、 subscriber counts.(2)Because Nielsen Media Research does not measure this channel,estimated subscribers are according to SNL Kagan asof December 2022.ESPN+is a domestic subscription-based DTC service offering thousands of live sporting events,on-demand sports content and other original programming.
146、The service is offered individually or in various bundles with Disney+and Hulu to customers directly or through third-party distributors on mobile and internet connected devices.ESPN+revenue is derived from subscription fees,pay-per-view fees and,to a lesser extent,advertising.Live events available
147、through the service include mixed martial arts,soccer,hockey,boxing,baseball,college sports,golf,tennis and cricket.ESPN+is currently the exclusive distributor for Ultimate Fighting Championship(UFC)pay-per-view events in the U.S.As of September 30,2023,the estimated number of paid ESPN+subscribers,
148、based on internal management reports,was approximately 26 million.10International ESPNThe Company operates approximately 40 ESPN branded sports channels outside the U.S.in 4 languages and approximately 105 countries/territories.Channels previously branded Fox are now branded ESPN.In the Netherlands,
149、the ESPN branded channels are operated by Eredivisie Media&Marketing CV(EMM)(owned 51%by the Company),which has the media and sponsorship rights of the Dutch Premier League for soccer.Rights include various soccer leagues(including English Premier League,LaLiga,Bundesliga and multiple UEFA leagues).
150、As of September 2023,the estimated number of subscribers to ESPN branded channels outside the U.S.,based on internal management reports,was approximately 59 million.StarThe Company operates 10 Star branded sports channels in India,in 4 languages.Star has rights to various sports programming,primaril
151、y cricket and soccer.As of September 2023,the estimated number of subscribers to Star branded channels,based on internal management reports,was 82 million.Equity InvestmentsThe most significant equity investment at Sports is a 30%interest in CTV Specialty Television,Inc.(CTV).The Companys share of C
152、TVs financial results is reported as“Equity in the income(loss)of investees,net”in the Companys Consolidated Statements of Operations.CTV operates television networks in Canada,including The Sports Networks(TSN)1-5,Le Rseau des Sports(RDS),RDS2,RDS Info,Discovery Canada,Discovery Science and Animal
153、Planet Canada.InvestmentsIn fiscal 2023,the Company entered into an agreement with PENN Entertainment,Inc.(PENN),under which the Company will earn advertising and licensing revenues from providing promotional services and the ESPN BET trademark to PENN in connection with its operation of a sportsboo
154、k.In addition,the Company received warrants to purchase equity in PENN,which vest over the term of the agreement.The warrants are recorded at fair market value and adjustments to fair market value are reported as“Interest expense,net”in the Companys Consolidated Statements of Operations.Competition
155、and SeasonalitySports competes for viewers attention and audience share primarily with other television networks,independent television stations and other media,such as other DTC streaming services,social media and video games.With respect to the sale of advertising time,we compete with other televi
156、sion networks,independent television stations,MVPDs and other advertising media such as digital content,newspapers,magazines,radio and billboards.The Sports television networks compete with other networks for carriage by MVPDs.The Companys contractual agreements with MVPDs are renewed or renegotiate
157、d from time to time in the ordinary course of business.Consolidation and other market conditions in the cable,satellite and telecommunication distribution industry and other factors may adversely affect the Companys ability to obtain and maintain contractual terms for the distribution of its various
158、 programming services that are as favorable as those currently in place.We also compete with other media and entertainment companies and VOD services for sports rights,creative and performing talent and other programming,advertiser support and production facilities that are essential to the success
159、of our Sports businesses.Advertising revenues are subject to changes in viewership levels and the demand for sports programming.Advertising revenues generated from sports programming are also impacted by the timing of sports seasons and events,which timing may vary throughout the year or may take pl
160、ace periodically(e.g.biannually,quadrennially).Affiliate revenues vary with the subscriber trends of MVPDs.EXPERIENCES The significant lines of business within Experiences are as follows:Parks&Experiences:Domestic:Theme parks and resorts:Walt Disney World Resort in FloridaDisneyland Resort in Califo
161、rniaExperiences:Disney Cruise LineDisney Vacation ClubNational Geographic Expeditions(owned 73%by the Company)and Adventures by Disney11Aulani,a Disney Resort&Spa in HawaiiInternational:Theme parks and resorts:Disneyland ParisHong Kong Disneyland Resort(48%ownership interest and consolidated in our
162、financial results)Shanghai Disney Resort(43%ownership interest and consolidated in our financial results)In addition,the Company licenses its IP to a third party to operate Tokyo Disney ResortConsumer Products:Licensing of our trade names,characters,visual,literary and other IP to various manufactur
163、ers,game developers,publishers and retailers throughout the world,for use on merchandise,published materials and gamesSale of branded merchandise through online,retail and wholesale businesses,and development and publishing ofbooks,comic books and magazines(except National Geographic magazine,which
164、is reported in Entertainment)The significant revenues of Experiences are as follows:Theme park admissions-Sales of tickets for admission to our theme parks and for premium access to certainattractions(e.g.Genie+and Lightning Lane)Resorts and vacations-Sales of room nights at hotels,sales of cruise a
165、nd other vacations and sales and rentals ofvacation club propertiesParks&Experiences merchandise,food and beverage-Sales of merchandise,food and beverages at our theme parksand resorts and cruise shipsMerchandise licensing and retail:Merchandise licensing-Royalties from licensing our IP for use on c
166、onsumer goodsRetail-Sales of merchandise through internet shopping sites(generally branded shopDisney)and at The DisneyStore,as well as to wholesalers(including books,comic books and magazines)Parks licensing and other-Revenues from sponsorships and co-branding opportunities,real estate rent and sal
167、es androyalties earned on Tokyo Disney Resort revenuesThe significant expenses of Experiences are as follows:Operating expenses,consisting primarily of operating labor,costs of goods sold,infrastructure costs,supplies,commissions and entertainment offerings.Infrastructure costs include technology su
168、pport costs,repairs andmaintenance,property taxes,utilities and fuel,retail occupancy costs,insurance and transportationSelling,general and administrative costs,including marketing costsDepreciation and amortizationSignificant capital investments:In recent years,the majority of the Companys capital
169、spend has been at our parks and experiences business,which isprincipally for theme park and resort expansion,new attractions,cruise ships,capital improvements and systemsinfrastructure.Parks&ExperiencesWalt Disney World ResortThe Walt Disney World Resort is located approximately 20 miles southwest o
170、f Orlando,Florida,on approximately 25,000 acres of land.The resort includes theme parks(the Magic Kingdom,EPCOT,Disneys Hollywood Studios and Disneys Animal Kingdom);hotels;vacation club properties;a retail,dining and entertainment complex(Disney Springs);a sports complex;conference centers;campgrou
171、nds;golf courses;water parks;and other recreational facilities designed to attract visitors for an extended stay.The Walt Disney World Resort is marketed through a variety of international,national and local advertising and promotional activities.A number of attractions and restaurants in each of th
172、e theme parks are sponsored or operated by other companies under multi-year agreements.Magic Kingdom The Magic Kingdom consists of six themed areas:Adventureland,Fantasyland,Frontierland,Liberty Square,Main Street USA and Tomorrowland.Each land provides a unique guest experience featuring themed att
173、ractions,restaurants,merchandise shops and entertainment experiences.12EPCOT EPCOT consists of four major themed areas:World Showcase,World Celebration,World Nature and World Discovery.All areas feature themed attractions,restaurants,merchandise shops and entertainment experiences.Countries represen
174、ted with pavilions include Canada,China,France,Germany,Italy,Japan,Mexico,Morocco,Norway,the United Kingdom and the U.S.The Journey of Water,inspired by Moana,opened in October 2023 as part of a multi-year transformation at EPCOT.Disneys Hollywood Studios Disneys Hollywood Studios consists of eight
175、themed areas:Animation Courtyard,Commissary Lane,Echo Lake,Grand Avenue,Hollywood Boulevard,Star Wars:Galaxys Edge,Sunset Boulevard and Toy Story Land.The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attractions and offer themed food service,merchandis
176、e shops and entertainment experiences.Disneys Animal Kingdom Disneys Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded by five themed areas:Africa,Asia,DinoLand USA,Discovery Island and Pandora-The World of Avatar.Each themed area contains attractions,restaurants,merchan
177、dise shops and entertainment experiences.The park features more than 300 species of live mammals,birds,reptiles and amphibians and 3,000 varieties of vegetation.Hotels,Vacation Club Properties and Other Resort Facilities As of September 30,2023,the Company owned and operated 18 resort hotels and vac
178、ation club facilities at the Walt Disney World Resort,with approximately 23,000 rooms and 3,600 vacation club units.Resort facilities include 500,000 square feet of conference meeting space and Disneys Fort Wilderness camping and recreational area,which offers approximately 800 campsites.Disney Spri
179、ngs is an approximately 120-acre retail,dining and entertainment complex and consists of four areas:Marketplace,The Landing,Town Center and West Side.The areas are home to more than 150 venues including the 64,000-square-foot World of Disney retail store.Most of the Disney Springs facilities are ope
180、rated by third parties that pay rent to the Company.Ten independently-operated hotels with approximately 7,000 rooms are situated on property leased from the Company.ESPN Wide World of Sports Complex is a 230-acre center that hosts professional caliber training and competitions,festival and tourname
181、nt events and interactive sports activities.The complex,which welcomes both amateur and professional athletes,accommodates multiple sporting events,including baseball,basketball,football,soccer,softball,tennis and track and field.It also includes a stadium,as well as two venues designed for cheerlea
182、ding,dance competitions and other indoor sports.Other recreational amenities and activities available at the Walt Disney World Resort include three championship golf courses,miniature golf courses,full-service spas,tennis,sailing,swimming,horseback riding and a number of other sports and leisure tim
183、e activities.The resort also includes two water parks:Disneys Blizzard Beach and Disneys Typhoon Lagoon.Disneyland ResortThe Company owns 489 acres and has rights under a long-term lease for use of an additional 52 acres of land in Anaheim,California.The Disneyland Resort includes two theme parks(Di
184、sneyland and Disney California Adventure),three resort hotels and a retail,dining and entertainment complex(Downtown Disney).The Disneyland Resort is marketed through a variety of international,national and local advertising and promotional activities.A number of the attractions and restaurants in t
185、he theme parks are sponsored or operated by other companies under multi-year agreements.Disneyland Disneyland consists of nine themed areas:Adventureland,Critter Country,Fantasyland,Frontierland,Main Street USA,Mickeys Toontown,New Orleans Square,Star Wars:Galaxys Edge and Tomorrowland.These areas f
186、eature themed attractions,restaurants,merchandise shops and entertainment experiences.Disney California Adventure Disney California Adventure is adjacent to Disneyland and includes eight themed areas:Avengers Campus,Buena Vista Street,Cars Land,Grizzly Peak,Hollywood Land,Paradise Gardens Park,Pixar
187、 Pier and San Fransokyo Square.These areas include themed attractions,restaurants,merchandise shops and entertainment experiences.Hotels,Vacation Club Units and Other Resort Facilities Disneyland Resort includes three Company owned and operated hotels and vacation club facilities with approximately
188、2,400 rooms,180 vacation club units and 180,000 square feet of conference meeting space.Downtown Disney is a themed 15-acre retail,entertainment and dining complex with approximately 30 venues located adjacent to both Disneyland and Disney California Adventure.Most of the Downtown Disney facilities
189、are operated by third parties that pay rent to the Company.13Aulani,a Disney Resort&SpaAulani,a Disney Resort&Spa is a family resort on a 21-acre oceanfront property on Oahu,Hawaii featuring approximately 350 hotel rooms,an 18,000-square-foot spa and 12,000 square feet of conference meeting space.Th
190、e resort also has approximately 480 vacation club units.Disneyland ParisDisneyland Paris is located on approximately 5,200-acres in Marne-la-Valle,approximately 20 miles east of Paris,France.The land is being developed pursuant to a master agreement with French governmental authorities.Disneyland Pa
191、ris includes two theme parks(Disneyland Park and Walt Disney Studios Park);seven themed resort hotels;two convention centers;a shopping,dining and entertainment complex(Disney Village);and a 27-hole golf facility.Of the 5,200 acres comprising the site,approximately half have been developed to date,i
192、ncluding a planned community(Val dEurope).Disneyland Park Disneyland Park consists of five themed areas:Adventureland,Discoveryland,Fantasyland,Frontierland and Main Street USA.These areas include themed attractions,restaurants,merchandise shops and entertainment experiences.Walt Disney Studios Park
193、 Walt Disney Studios Park includes five themed areas:Front Lot,Production Courtyard,Toon Studio,Worlds of Pixar and Avengers Campus.These areas each include themed attractions,restaurants,merchandise shops and entertainment experiences.Walt Disney Studios Park is undergoing a multi-year expansion th
194、at will include a new themed area based on Frozen.Hotels and Other Facilities Disneyland Paris operates seven resort hotels,with approximately 5,750 rooms and 250,000 square feet of conference meeting space.In addition,five on-site hotels that are owned and operated by third parties provide approxim
195、ately 1,500 rooms.Disney Village is an approximately 500,000-square-foot retail,dining and entertainment complex located between the theme parks and the hotels.A number of the Disney Village facilities are operated by third parties that pay rent to the Company.Val dEurope is a planned community near
196、 Disneyland Paris that is being developed in phases.Val dEurope currently includes a regional train station,hotels and a town center consisting of a shopping center as well as office,commercial and residential space.Third parties operate these developments on land leased or purchased from the Compan
197、y.Hong Kong Disneyland ResortThe Company owns a 48%interest in Hong Kong Disneyland Resort and the Government of the Hong Kong Special Administrative Region(HKSAR)owns a 52%interest.The resort is located on 310 acres on Lantau Island and is in close proximity to the Hong Kong International Airport a
198、nd the Hong Kong-Zhuhai-Macau Bridge.Hong Kong Disneyland Resort includes one theme park and three themed resort hotels.A separate Hong Kong subsidiary of the Company is responsible for managing Hong Kong Disneyland Resort.The Company is entitled to receive royalties and management fees based on the
199、 operating performance of Hong Kong Disneyland Resort.Hong Kong Disneyland Hong Kong Disneyland consists of eight themed areas:Adventureland,Fantasyland,Grizzly Gulch,Main Street USA,Mystic Point,Tomorrowland,Toy Story Land and World of Frozen,which opened in November 2023.These areas feature themed
200、 attractions,restaurants,merchandise shops and entertainment experiences.Hotels Hong Kong Disneyland Resort includes three themed hotels with approximately 1,750 rooms and 16,000 square feet of conference meeting space.Shanghai Disney ResortThe Company owns a 43%interest in Shanghai Disney Resort an
201、d Shanghai Shendi(Group)Co.,Ltd(Shendi)owns a 57%interest.The resort is located in the Pudong district of Shanghai on approximately 1,000 acres of land,which includes the Shanghai Disneyland theme park;two themed resort hotels;a retail,dining and entertainment complex(Disneytown);and an outdoor recr
202、eation area.A management company,in which the Company has a 70%interest and Shendi has a 30%interest,is responsible for operating the resort and receives a management fee based on the operating performance of Shanghai Disney Resort.The Company is also entitled to royalties based on the resorts reven
203、ues.Shanghai Disneyland Shanghai Disneyland consists of seven themed areas:Adventure Isle,Fantasyland,Gardens of Imagination,Mickey Avenue,Tomorrowland,Toy Story Land and Treasure Cove.These areas feature themed attractions,shows,restaurants,merchandise shops and entertainment experiences.The Compan
204、y is constructing an eighth themed area based on the animated film Zootopia,which is scheduled to open in late calendar 2023.Hotels and Other Facilities Shanghai Disneyland Resort includes two themed hotels with approximately 1,200 rooms.Disneytown is an 11-acre outdoor complex of dining,shopping an
205、d entertainment venues located adjacent to Shanghai Disneyland.Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.The Company is currently constructing a third themed hotel,which will have approximately 400 rooms.14Tokyo Disney ResortTokyo Disney Resort
206、is located on 494 acres of land,six miles east of downtown Tokyo,Japan.The Company earns royalties on revenues generated by the Tokyo Disney Resort,which is owned and operated by Oriental Land Co.,Ltd.(OLC),a third-party Japanese corporation.The resort includes two theme parks(Tokyo Disneyland and T
207、okyo DisneySea);five Disney-branded hotels;six other hotels(operated by third parties other than OLC);a retail,dining and entertainment complex(Ikspiari);and Bon Voyage,a Disney-themed merchandise location.Tokyo Disneyland Tokyo Disneyland consists of seven themed areas:Adventureland,Critter Country
208、,Fantasyland,Tomorrowland,Toontown,Westernland and World Bazaar.Tokyo DisneySea Tokyo DisneySea is divided into seven“ports of call,”including American Waterfront,Arabian Coast,Lost River Delta,Mediterranean Harbor,Mermaid Lagoon,Mysterious Island and Port Discovery.OLC is expanding Tokyo DisneySea
209、to include an eighth themed port,Fantasy Springs expected to open in spring 2024.Hotels and Other Resort Facilities Tokyo Disney Resort includes five Disney-branded hotels with a total of more than 3,000 rooms and a monorail,which links the theme parks and resort hotels with Ikspiari.OLC is currentl
210、y constructing a 475-room Disney-branded hotel at Tokyo DisneySea that is expected to open in spring 2024.Disney Vacation Club(DVC)DVC offers ownership interests in 16 resort facilities located at the Walt Disney World Resort;Disneyland Resort;Aulani;Vero Beach,Florida;and Hilton Head Island,South C
211、arolina.Available units are offered for sale under a vacation ownership plan and are operated as hotel rooms when not occupied by vacation club members.The Companys vacation club units range from deluxe studios to three-bedroom grand villas.Unit counts in this document are presented in terms of two-
212、bedroom equivalents.DVC had approximately 4,500 vacation club units as of September 30,2023,including The Villas at Disneyland Hotel,which opened in September 2023.The Company plans to open The Cabins at Disneys Fort Wilderness Resort-A Disney Vacation Club Resort and additional units at Disneys Pol
213、ynesian Village Resort in 2024.Storyliving by DisneyThe Company is developing its first Storyliving by Disney residential community,Cotino,in Rancho Mirage,California.Disney Cruise LineDisney Cruise Line is a five-ship vacation cruise line,which operates out of ports in North America,Europe and the
214、South Pacific.The Disney Magic and the Disney Wonder are 85,000-ton 875-stateroom ships;the Disney Dream and the Disney Fantasy are 130,000-ton 1,250-stateroom ships;and the Disney Wish is a 140,000-ton 1,250-stateroom ship.The ships cater to families,children,teenagers and adults,with themed areas
215、and activities for each group.Many cruise vacations include a visit to Disneys Castaway Cay,a 1,000-acre private Bahamian island.Disney Cruise Line is adding the Disney Treasure,the Disney Adventure and an eighth ship.The Disney Treasure and the Disney Adventure are scheduled to be delivered from th
216、e shipyard in fiscal 2025 and the eighth ship is scheduled to be delivered in fiscal 2026.The Disney Treasure and eighth ship will be approximately 140,000 tons with 1,250 staterooms.The Disney Adventure will be approximately 200,000 tons with approximately 2,100 staterooms and will operate in South
217、east Asia.Disney Lookout Cay at Lighthouse Point on the island of Eleuthera is scheduled to open as a Disney Cruise Line destination in the summer of 2024.Adventures by Disney and National Geographic ExpeditionsAdventures by Disney and National Geographic Expeditions offer guided tour packages predo
218、minantly at non-Disney sites around the world.Walt Disney ImagineeringWalt Disney Imagineering provides master planning,real estate development,attraction,entertainment and show design,engineering support,production support,project management and research and development.Consumer ProductsLicensingTh
219、e Companys merchandise licensing operations cover a diverse range of product categories,the most significant of which are:toys,apparel,games,home dcor and furnishings,accessories,health and beauty,food,books,stationery,footwear,magazines and consumer electronics.The Company licenses characters from
220、its film,television and other properties for use on third-party products in these categories and earns royalties,which are usually based on a fixed percentage of the wholesale or retail selling price of the products.Some of the major properties licensed by the Company include:Mickey and Friends,Star
221、 Wars,Spider-Man,Disney Princess,Avengers,Frozen,Toy Story,Winnie the Pooh and Lilo&Stitch.15RetailThe Company sells Disney-,Marvel-,Pixar-and Lucasfilm-branded products through shopDisney branded internet sites and Disney Store branded retail locations.At September 30,2023,the Company owns and oper
222、ates approximately 40 stores in Japan,20 stores in North America,two stores in Europe and one store in China.The Company creates,distributes and publishes a variety of products in multiple countries and languages based on the Companys branded franchises.The products include childrens books and comic
223、 books.Competition and SeasonalityThe Companys theme parks and resorts as well as Disney Cruise Line and Disney Vacation Club compete with other forms of entertainment,lodging,tourism and recreational activities.The profitability of the leisure-time industry may be influenced by various factors that
224、 are not directly controllable,such as economic conditions including business cycle and exchange rate fluctuations,health concerns,the political environment,travel industry trends,amount of available leisure time,oil and transportation prices,weather patterns and natural disasters.The licensing and
225、retail business competes with other licensors,retailers and publishers of character,brand and celebrity names,as well as other licensors,publishers and developers of game software,online video content,websites,other types of home entertainment and retailers of toys and kids merchandise.All of the th
226、eme parks and the associated resort facilities are operated on a year-round basis.Typically,theme park attendance and resort occupancy fluctuate based on the seasonal nature of vacation travel and leisure activities,the opening of new guest offerings and pricing and promotional offers.Peak attendanc
227、e and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods.In addition,theme park and resort revenues may be higher during significant celebrations such as theme park or character anniversaries and lower in the perio
228、ds following such celebrations.The licensing,retail and wholesale businesses are influenced by seasonal consumer purchasing behavior,which generally results in higher revenues during the Companys first and fourth fiscal quarter,and by the timing and performance of theatrical and game releases and ca
229、ble programming broadcasts.INTELLECTUAL PROPERTY PROTECTIONThe Companys businesses throughout the world are affected by its ability to exploit and protect against infringement of its IP,including trademarks,trade names,copyrights,patents and trade secrets.Important IP includes rights in the content
230、of motion pictures,television programs,electronic games,sound recordings,character likenesses,theme park attractions,books and magazines and merchandise.Risks related to the protection and exploitation of IP rights and information concerning the expiration of certain of our copyrights are set forth
231、in Item 1A Risk Factors.FEDERAL REGULATION ENTERTAINMENT AND SPORTSTelevision broadcasting is subject to extensive regulation by the Federal Communications Commission(FCC)under federal laws and regulations,including the Communications Act of 1934,as amended.Violation of FCC regulations can result in
232、 substantial monetary fines,limited renewals of licenses and,in egregious cases,denial of license renewal or revocation of a license.FCC regulations that affect linear channels include the following:Licensing of television stations.Each of the television stations we own must be licensed by the FCC.T
233、hese licensesare granted for periods of up to eight years,and we must obtain renewal of licenses as they expire in order to continueoperating the stations.We(and the acquiring entity in the case of a divestiture)must also obtain FCC approvalwhenever we seek to have a license transferred in connectio
234、n with the acquisition or divestiture of a station.The FCCmay decline to renew or approve the transfer of a license in certain circumstances and may delay renewals whilepermitting a licensee to continue operating.Although we have received such renewals and approvals in the past orhave been permitted
235、 to continue operations when renewal is delayed,there can be no assurance that this will be thecase in the future.Station ownership limits.The FCC imposes limitations on the number of television stations and radio stations an entitycan own in a specific market,on the combined number of television an
236、d radio stations an entity can own in a singlemarket and on the aggregate percentage of the national audience that can be reached by television stations.Currently:FCC regulations may restrict our ability to own more than one television station in a market,depending on the sizeand nature of the marke
237、t.We do not own more than one television station in any market.Federal statutes permit our television stations in the aggregate to reach a maximum of 39%of the nationalaudience.Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit,oureight stations reach a
238、pproximately 20%of the national audience.Dual networks.FCC rules currently prohibit any of the four major broadcast television networks ABC,CBS,Foxand NBC from being under common ownership or control.16Regulation of programming.The FCC regulates broadcast programming by,among other things,banning“in
239、decent”programming,regulating political advertising and imposing commercial time limits during childrens programming.Penalties for broadcasting indecent programming can be over$400,000 per indecent utterance or image per station.Federal legislation and FCC rules also limit the amount of commercial m
240、atter that may be shown on broadcast or cablechannels during programming designed for children 12 years of age and younger.In addition,broadcast stations aregenerally required to provide an average of three hours per week of programming that has as a“significant purpose”meeting the educational and i
241、nformational needs of children 16 years of age and younger.FCC rules also givetelevision station owners the right to reject or refuse network programming in certain circumstances or to substituteprogramming that the licensee reasonably believes to be of greater local or national importance.Cable and
242、 satellite carriage of broadcast television stations.With respect to MVPDs operating within a televisionstations Designated Market Area,FCC rules require that every three years each television station elect either“mustcarry”status,pursuant to which MVPDs generally must carry a local television stati
243、on in the stations market,or“retransmission consent”status,pursuant to which the MVPDs must negotiate with the television station to obtain theconsent of the television station prior to carrying its signal.The ABC owned television stations have historicallyelected retransmission consent.Cable and sa
244、tellite carriage of programming.The Communications Act and FCC rules regulate some aspects ofnegotiations between programmers and distributors regarding the carriage of networks by cable and satellitedistribution companies,and some cable and satellite distribution companies have sought regulation of
245、 additionalaspects of the carriage of programming on their systems.New legislation,court action or regulation in this area couldhave an impact on the Companys operations.The foregoing is a brief summary of certain provisions of the Communications Act,other legislation and specific FCC rules and poli
246、cies.Reference should be made to the Communications Act,other legislation,FCC rules and public notices and rulings of the FCC for further information concerning the nature and extent of the FCCs regulatory authority.FCC laws and regulations are subject to change,and the Company generally cannot pred
247、ict whether new legislation,court action or regulations,or a change in the extent of application or enforcement of current laws and regulations,would have an adverse impact on our operations.AVAILABLE INFORMATIONOur annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-
248、K and amendments to those reports are available without charge on our website, soon as reasonably practicable after they are filed electronically with the U.S.Securities and Exchange Commission(SEC).We are providing the address to our internet site solely for the information of investors.We do not i
249、ntend the address to be an active link or to otherwise incorporate the contents of the website into this report.ITEM 1A.Risk FactorsFor an enterprise as large and complex as the Company,a wide range of factors could materially affect future developments and performance.In addition to the factors aff
250、ecting 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,the most significant factors affecting our business include the following:BUSINESS,ECONOMIC,MARKET and OPERATING C
251、ONDITION RISKSDeclines in U.S.,global,and regional economic conditions generally adversely affect the profitability of our businesses.Declines in economic conditions,such as recession,economic downturn,and/or inflationary conditions in the U.S.and other regions of the world in which we do business,o
252、r a failure of conditions to improve as anticipated typically adversely affect demand and/or expenses for one or more of our businesses,reducing our revenue and earnings.Past declines in economic conditions reduced guest spending at our parks and resorts,purchases of and prices for advertising on ou
253、r broadcast and cable networks and owned stations,performance of our home entertainment releases,and purchases of Company-branded consumer products,and similar impacts can be expected as such conditions recur.Recent inflationary conditions increased certain of our costs.The current economic conditio
254、ns could also have the effect of reducing attendance at our parks and resorts,prices that MVPDs pay for our cable programming,purchases of and prices for advertising on our DTC products or subscription levels for our cable programming or DTC products,while also continuing to increase the prices we p
255、ay for goods,services and labor.Unfavorable economic conditions also impair the ability of those with whom we do business to satisfy their obligations to us.In addition,an increase in price levels generally,or in price levels in a particular sector,could result in a shift in consumer demand away fro
256、m the entertainment and experiences we offer,which could also adversely affect our revenues and,at the same time,increase our costs.A decline in economic conditions or a failure of conditions to improve as anticipated could impact 17implementation or success of our business plans,such as our plans t
257、o increase investment in our Experiences segment,the realignment of our cost structure and plans for our DTC ad-supported services,enhancements,pricing structure and price increases.In addition,actions to reduce inflation,including raising interest rates,increase our cost of borrowing,which in turn
258、make it more difficult to obtain financing for our operations or investments on favorable terms.Further,global economic conditions impact foreign currency exchange rates against the U.S.dollar.The current or continued strength in the value of the U.S.dollar has adversely impacted the U.S.dollar valu
259、e of revenue we receive and expect to receive from other markets and may reduce international demand for our products and services.Although we hedge exposure to certain foreign currency fluctuations,any such hedging activity may not substantially offset the negative financial impact of exchange rate
260、 fluctuations and is not expected to offset all such negative financial impact,particularly in periods of sustained U.S.dollar strength relative to multiple foreign currencies.Further,economic or political conditions in countries outside the U.S.also have reduced,and could continue to reduce,our abi
261、lity to hedge exposure to currency fluctuations in those countries or our ability to repatriate revenue from those countries.Broader or targeted supply chain delays,such as those that have impacted global distribution from time to time,may further exacerbate inflationary pressures and impact our abi
262、lity to sell and deliver goods or otherwise disrupt our operations.The adverse impact on our businesses of declines in economic conditions or a failure of conditions to improve as anticipated will depend,in part,on the severity and duration of such economic conditions and our ability to mitigate the
263、 impacts of economic conditions on our businesses may be limited.Changes in technology,in consumer consumption patterns and in how entertainment products are created affect demand for our entertainment products,the revenue we can generate from these products and the cost of producing or distributing
264、 these 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
265、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 so
266、me 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 and cable television,the
267、 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.These trends have decreased advertising and affiliate revenue at some of o
268、ur linear networks.In addition,theater-going to watch movies currently is,and may continue to be,below pre-COVID-19 levels.Rules governing new technological developments,such as developments in generative artificial intelligence(AI),remain unsettled,and these developments may affect aspects of our e
269、xisting 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
270、,investing in and acquiring DTC products,reorganizing 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 a
271、ddition,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 our DTC st
272、reaming services have experienced significant losses.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.We face risks relating to misalignment with public and consumer tastes
273、 and preferences for entertainment,travel and consumer products,which impact demand for our entertainment offerings and products and the profitability of any of our businesses.Our businesses create entertainment,travel and consumer products whose success depends substantially on consumer tastes and
274、preferences that change in often unpredictable ways.The success of our businesses depends on our ability to consistently create compelling content,which may be distributed,among other ways,through broadcast,cable,theaters,internet or mobile technology,and used in theme park attractions,hotels and ot
275、her resort facilities and travel experiences and consumer products.Such distribution must meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content.The success of our t
276、heme parks,resorts,cruise ships and experiences,as well as our theatrical releases,depends on demand for public or out-of-home entertainment experiences.Demand for certain out-of-home entertainment experiences,such as theater-going to watch movies,has not returned to pre-pandemic levels.In addition,
277、many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside the U.S.The success of our businesses therefore depends on our ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside the U.S.Moreover,
278、we must often invest substantial amounts in content production and acquisition,acquisition of sports rights,launch of new sports-related studio programming,theme park attractions,cruise ships or hotels and other facilities or customer facing platforms before we 18know the extent to which these produ
279、cts will earn consumer acceptance,and these products may be introduced into a significantly different market or economic or social climate from the one we anticipated at the time of the investment decisions.Generally,our revenues and profitability are adversely impacted when our entertainment offeri
280、ngs and products,as well as our methods to make our offerings and products available to consumers,do not achieve sufficient consumer acceptance.Further,consumers perceptions of our position on matters of public interest,including our efforts to achieve certain of our environmental and social goals,o
281、ften differ widely and present risks to our reputation and brands.Consumer tastes and preferences impact,among other items,revenue from advertising sales(which are based in part on ratings for the programs in which advertisements air),affiliate fees,subscription fees,theatrical film receipts,the lic
282、ense of rights to other distributors,theme park admissions,hotel room charges and merchandise,food and beverage sales,sales of licensed consumer products or sales of our other consumer products and services.The success of our businesses is highly dependent on the existence and maintenance of intelle
283、ctual 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 w
284、ays 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
285、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
286、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
287、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 acces
288、s 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 contin
289、ues 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 Companys operations worldwide,despite the Companys efforts to protect its IP rights.Distribution innovati
290、ons,including in response to COVID-19,have 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
291、 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 t
292、his 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
293、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
294、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 b
295、rought and prevailing.Protection of electronically stored data and other cybersecurity is costly,and if our data or systems are materially compromised in spite of this protection,we may incur additional costs,lost opportunities,damage to our reputation,disruption of service or theft of our assets.We
296、 maintain information necessary to conduct our business,including confidential and proprietary information as well as personal information regarding our customers and employees,in digital form.We also use computer systems to deliver our products and services and operate our businesses.Data maintaine
297、d in digital form is subject to the risk of unauthorized access,modification,exfiltration,destruction or denial of access and our computer systems are subject to cyberattacks that may result in disruptions in service.We use many third-party systems and software,which are also subject to supply chain
298、 and other cyberattacks.We develop and maintain an information security program to identify and mitigate cyber risks but the development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more
299、 sophisticated.Accordingly,despite our efforts,the risk of unauthorized access,modification,exfiltration,destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot be eliminated entirely,and the risks associated with a potentially material incident remain.
300、In 19addition,we provide confidential,proprietary and personal information to third parties in certain cases,which information is also subject to risk of compromise.If our information or cyber security systems or data are compromised in a material way,our ability to conduct our business may be impai
301、red,we may lose profitable opportunities or the value of those opportunities may be diminished and,as described above,we may lose revenue as a result of unlicensed use of our intellectual property.If personal information of our customers or employees is misappropriated,our reputation with our custom
302、ers and employees may be damaged resulting in loss of business or morale,and related remediation of harm to our customers and employees or damages arising from litigation and/or fines or other actions we take with respect to judicial or regulatory actions arising out of an incident create additional
303、 costs.Insurance we obtain does not cover all potential losses or damages associated with such attacks or events.Our systems and users and those of third parties with whom we engage are continually attacked,sometimes successfully,and there can be no assurance that future incidents will not have mate
304、rial adverse effects on our operations or financial results.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 providin
305、g 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,including in the specific regions in whic
306、h our parks and experiences businesses operate.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 businesse
307、s 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
308、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,including longer and more regular excessive heat conditions,catastrophic events or natural disasters(such as excessive heat or r
309、ain,hurricanes,typhoons,floods,droughts,tsunamis and earthquakes);international,political or military developments,including trade and other international disputes and social unrest;macroeconomic conditions,including a decline in economic activity,inflation and foreign exchange rates;and terrorist a
310、ttacks.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 t
311、hese 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 reduces the profitabil
312、ity of our operations.For example,COVID-19 and measures to prevent its spread impacted our businesses in a number of ways,most significantly at the Experiences segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended.In addition,we delayed,or in
313、some cases,shortened or canceled theatrical releases and experienced disruptions in the production and availability of content.Collectively,our impacted businesses historically have been the source of the majority of our revenue.In addition,hurricanes have impacted the profitability of Walt Disney W
314、orld 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 addi
315、tion,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 t
316、hat portion of our revenue.The profitability of one or more of our businesses could be adversely impacted by the significant contraction of distribution channels for our products and services,including through third-party licensees or sellers of our licensed goods and services.In addition,third-part
317、y suppliers 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
318、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 third parties due to liquidity issues.We obtain insurance against the risk of losses rela
319、ting 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
320、,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 loss
321、es not covered by our insurance.20We face risks related to changes in our business strategy or restructuring of our businesses,which have affected and may continue to affect our cost structure,the profitability of our businesses or the value of our assets.As changes in our business environment occur
322、 we have adjusted,continue to adjust and may further adjust our business strategies to meet these changes and we may otherwise decide to further restructure our operations or particular businesses or assets.For example,in fiscal 2023,we reorganized our media and entertainment operations,which had be
323、en previously reported in one segment,into two segments,Entertainment and Sports;in fiscal 2023 we announced that we would review content,primarily on our DTC services,for alignment with a strategic change in our approach to content curation,resulting in removal of certain content from our platforms
324、 and related impairment charges;in fiscal 2022,we announced plans to introduce an ad-supported Disney+service,new pricing model and price increases and cost realignment;in fiscal 2021,we announced the closure of a substantial number of our Disney-branded retail stores;and we have announced explorati
325、on of a number of new types of businesses.Changes in strategy,such as was the case with the most recent reorganization of our media and entertainment operations,can lead to workforce disruptions.Our new organization and strategies are,among other things,subject to execution risk and may not produce
326、the anticipated benefits,such as supporting our growth strategies and enhancing shareholder value.For example,notwithstanding our announced plans to rationalize costs,the costs of our DTC strategy,and associated losses,may continue to grow or be reduced more slowly than anticipated,which may impact
327、our distribution strategy across businesses/distribution platforms,the types of content we distribute through various businesses/distribution platforms,and the timing and sequencing of content windows.Our new organization and strategies could be less successful than our previous organizational struc
328、ture and strategies.In addition,external events including changing technology,changing consumer purchasing patterns,acceptance of content offerings and changes in macroeconomic conditions may impair the value of our assets.When these changes or events occur,we have incurred and may continue to incur
329、 costs to change our business strategy and have needed and may in the future need to write-down the value of assets.In addition to the content impairment noted above,among other assets,we have impaired goodwill and intangible assets at our linear networks and impaired the value of certain of our ret
330、ail store assets.We may write down other assets as our strategy evolves to account for the current business environment.We also make investments in existing or new businesses,including investments in international expansion of our business and in new business lines.For example,in fiscal 2023,we anno
331、unced that we are developing plans to accelerate and expand investment in our Experiences segment.In addition,in recent years,other investments have included expansion and renovation of certain of our theme parks,expansion of our fleet of cruise ships,the acquisition of TFCF Corporation(TFCF)and inv
332、estments related to DTC offerings.Some of these and future investments may ultimately result in returns that are negative or low,the ultimate business prospects of the businesses related to these investments are uncertain,and these investments may impact the resources available to,and the profitabil
333、ity of,our other businesses.In addition,our costs may increase,we may have significant charges associated with the write-down of assets,as occurred in connection with the closure of Star Wars:Galactic Starcruiser or returns on new investments may be negative or lower than prior to the change in strategy or restructuring.Even if our strategies are effective in the long term,our new offerings will g