1、FISCAL YEAR 2022 ANNUAL FINANCIAL REPORTUNITED 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 October 1,2022orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SEC

2、URITIES EXCHANGE ACT OF 1934For the transition period from _ to _.Commission File Number 001-38842Delaware83-0940635State or Other Jurisdiction ofI.R.S.Employer IdentificationIncorporation or Organization500 South Buena Vista StreetBurbank,California 91521Address of Principal Executive Offices and Z

3、ip Code(818)560-1000Registrants Telephone 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 1

4、2(g)of the Act:None.Indicate by check mark 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.YesNo xIndicate by check mark

5、 whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Actof 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 suchfiling requirements for the

6、past 90 days.Yes x No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit such files

7、).Yes x No oIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany or an emerging growth company.See the definitions of“large accelerated filer”,“accelerated filer”,“smaller reporting company”,and“emerging gr

8、owth company”in Rule 12b-2 of the Exchange 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

9、any new or revised financial accounting 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 itsinternal control over financial reporting under Section

10、 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firmthat prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).YesNo xThe aggregate market value of common stock held by non-affili

11、ates(based on the closing price on the last business day of the registrants mostrecently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions)was$249.5 billion.All executiveofficers and directors of the registrant and all persons filing a Schedule 13D wit

12、h the Securities and Exchange Commission in respect to registrantscommon stock have been deemed,solely for the purpose of the foregoing calculation,to be“affiliates”of the registrant.There were 1,823,591,988 shares of common stock outstanding as of November 16,2022.Documents Incorporated by Referenc

13、eCertain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2023 annual meeting ofthe Companys shareholders.THE WALT DISNEY COMPANY AND SUBSIDIARIESTABLE OF CONTENTSPagePART IITEM 1.Business2ITEM 1A.Risk Factors19ITEM 1B.Unresolved Sta

14、ff Comments28ITEM 2.Properties28ITEM 3.Legal Proceedings28ITEM 4.Mine Safety Disclosures29Information About our Executive Officers29PART IIITEM 5.Market for the Companys Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities30ITEM 7.Managements Discussion and Analysis of

15、Financial Condition and Results of Operations31ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk53ITEM 8.Financial Statements and Supplementary Data54ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure54ITEM 9A.Controls and Procedures54ITEM 9B

16、.Other Information55ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections55PART IIIITEM 10.Directors,Executive Officers and Corporate Governance56ITEM 11.Executive Compensation56ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter

17、s56ITEM 13.Certain Relationships and Related Transactions,and Director Independence56ITEM 14.Principal Accounting Fees and Services56PART IVITEM 15.Exhibits and Financial Statement Schedules57ITEM 16.Form 10-K Summary61SIGNATURES62Consolidated Financial Information The Walt Disney Company63Cautionar

18、y Note on Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended.Forward-lookingstatements generally relate to future eve

19、nts or our future financial or operating performance and may include statementsconcerning,among other things,financial results,business plans(including statements regarding new services and products andfuture expenditures,costs and investments),future liabilities,impairments and amortization,competi

20、tion,and the impact ofCOVID-19 on our businesses and results of operations.In some cases,you can identify forward-looking statements becausethey contain words such as“may,”“will,”“would,”“should,”“expects,”“plans,”“could,”“intends,”“target,”“projects,”“believes,”“estimates,”“anticipates,”“potential”

21、or“continue”or the negative of these words or other similar terms orexpressions that concern our expectations,strategy,plans or intentions.These statements reflect our current views with respectto future events and are based on assumptions as of the date of this report.These statements are subject t

22、o known and unknownrisks,uncertainties and other factors that may cause our actual results,performance or achievements to be materially differentfrom expectations or results projected or implied by forward-looking statements.Such differences may result from actions taken by the Company,including res

23、tructuring or strategic initiatives(includingcapital investments,asset acquisitions or dispositions,new or expanded business lines or cessation of certain operations),ourexecution of our business plans(including the content we create and IP we invest in,our pricing decisions and our coststructure)or

24、 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 preferences and acceptan

25、ce 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 developments;technological

26、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 entertainment,travel and lei

27、sure 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 the value we assign t

28、he 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 under the captions

29、“RiskFactors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and“Business,”in oursubsequent quarterly reports on Form 10-Q,including under the captions“Risk Factors”and“Managements Discussion andAnalysis of Financial Condition and Results of Operations,”and in

30、 our subsequent filings with the Securities and ExchangeCommission.A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances.You should notplace undue reliance on the forward-looking statements.Unless required by federal securities laws,we assume no obliga

31、tion toupdate any of these forward-looking statements,or to update the reasons actual results could differ materially from thoseanticipated,to reflect circumstances or events that occur after the statements are made.1PART IITEM 1.BusinessThe Walt Disney Company,together with its subsidiaries,is a di

32、versified worldwide entertainment company withoperations in two segments:Disney Media and Entertainment Distribution(DMED)and Disney Parks,Experiences andProducts(DPEP).The terms“Company”,“we”,“our”and“us”are used in this report to refer collectively to the parent company and thesubsidiaries through

33、 which businesses are conducted.COVID-19 PandemicSince early 2020,the world has been,and continues to be,impacted by the novel coronavirus(COVID-19)and itsvariants.COVID-19 and measures to prevent its spread have impacted our segments in a number of ways,most significantly atDPEP where our theme par

34、ks and resorts were closed and cruise ship sailings and guided tours were suspended.In addition,atDMED we delayed,or in some cases,shortened or cancelled theatrical releases and experienced disruptions in the productionand availability of content.Operations have resumed at various points since May 2

35、020,with certain theme park and resortoperations and film and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021.Althoughoperations resumed,many of our businesses continue to experience impacts from COVID-19,such as incremental health andsafety measures and related

36、increased expenses,capacity restrictions and closures(including at some of our international parksand in theaters in certain markets),and disruption of content production activities.The impact of COVID-19 related disruptions on our financial and operating results will be dictated by the currentlyunk

37、nowable duration and severity of COVID-19 and its variants,and among other things,governmental actions imposed inresponse to COVID-19 and individuals and companies risk tolerance regarding health matters going forward.We haveincurred and will continue to incur additional costs to address government

38、regulations and the safety of our employees,guestsand talent.Human CapitalThe Companys key human capital management objectives are to attract,retain and develop the highest quality talent.Tosupport these objectives,the Companys human resources programs are designed to develop talent to prepare them

39、for criticalroles and leadership positions for the future;reward and support employees through competitive pay,benefit,and perquisiteprograms;enhance the Companys culture through efforts aimed at making the workplace more engaging and inclusive;acquiretalent and facilitate internal talent mobility t

40、o create a high-performing,diverse workforce;engage employees as brandambassadors of the Companys content,products and experiences;and evolve and invest in technology,tools,and resources toenable employees at work.The Company employed approximately 220,000 people as of October 1,2022,of which approx

41、imately 166,000 wereemployed in the U.S.and approximately 54,000 were employed internationally.Our global workforce is comprised ofapproximately 78%full time and 15%part time employees,with another 7%being seasonal employees.A significant numberof employees in various parts of our businesses,includi

42、ng employees of our theme parks,and writers,directors,actors andproduction personnel for our productions are covered by collective bargaining agreements.In addition,some of our employeesoutside the U.S.are represented by works councils,trade unions or other employee associations.Some of our key prog

43、rams and initiatives to attract,develop and retain our diverse workforce include:Diversity,Equity,and Inclusion(DE&I):Our DE&I objectives are to build teams that reflect the life experiences ofour audiences,while employing and supporting a diverse array of voices in our creative and production teams

44、.OurDE&I initiatives and programs include:The Companys Reimagine Tomorrow efforts,which build on Disneys longstanding commitment to diversity,equity and inclusion,and features a website,Disneys first large-scale platform for amplifying underrepresentedvoicesExecutive Incubator,Creative Talent Develo

45、pment and Inclusion,and the Disney Launchpad:Shorts Incubator,which are designed to create a pipeline of next-generation creative executives from underrepresented backgroundsDevelopment programs,which target underrepresented talentInnovative learning opportunities,which spark dialogue among employee

46、s,leaders,Disney talent and externalexpertsOver 100 employee-led Business Employee Resource Groups(BERGs),which represent and support the diversecommunities that make up our workforceThe Disney Look appearance guidelines,which were updated to cultivate a more inclusive environment thatencourages and

47、 celebrates authentic expressions of belonging among employees2Health,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 t

48、heir families.We provide:Healthcare options aimed at improving quality of care while limiting out-of-pocket costsFamily care resources,such as childcare programs for employees,including access to onsite/community centers,enhanced back-up care choices to include personal caregivers,childcare referral

49、 assistance and center discounts,homework help,a variety of parenting educational resources and a family building benefit supporting fertilitytreatments,adoptions or surrogacyFree mental and behavioral health resources,including on-demand access to the Employee Assistance Program foremployees and th

50、eir dependentsTwo Centers for Living Well that offer convenient,on-demand access to board-certified physicians and counselorsA multi-layered response to COVID-19,including testing and treatment under all Company medical plans at nocost to employees and dependentsGlobal Well-Being Week(introduced in

51、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-beingDisney Aspire:We support the long-term career aspirations of our hourly employees and fur

52、ther our commitment tostrengthening the communities in which we work through our education investment program,Disney Aspire.We pay100%of the tuition costs upfront for participating employees at a variety of in-network learning providers anduniversities and reimburse employees for applicable books an

53、d fees.The program helps our employees achieve theirgoals professionally-whether at Disney or beyond-by equipping them with the skills they need to succeed in therapidly changing 21stcentury career landscape.More than 16,000 current employees have enrolled in or graduatedfrom a Disney Aspire program

54、,and more than two-thirds of our program graduates have earned an Associate,Bachelors or Masters degree.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,in

55、structor-led and on-the-joblearning formats as well as executive talent and succession planning paired with an individualized developmentapproach.Social Responsibility and Community:The Companys longstanding commitment to Corporate SocialResponsibility(CSR)helps differentiate the Company as an emplo

56、yer.In 2021,we refreshed our CSR strategy toconnect it more closely with the Companys mission and commercial offerings and environmental and socialopportunities relevant to our business and employees.Our CSR priorities include diversity,equity,and inclusion;environmental stewardship and conservation

57、;giving back to our communities with a special focus on supportingchildren and families;human capital management;and operating responsibly.The strategy provides a path toembedding these CSR priorities into our offerings and operations in addition to our philanthropy.The Company alsosupports employee

58、s who give back to our communities with a generous matching gifts program and a uniqueemployee volunteering program,Disney VoluntEARS,which rewards volunteer hours with the opportunity to directnot-for-profit donations by the Company.Environmental and SustainabilityThe Company has developed measurab

59、le environmental and sustainability goals for 2030,grounded in science and anassessment of where the Companys operations have the most significant impact on the environment,as well as the areas whereit can most effectively mitigate that impact.These goals include,among others,achieving net zero Scop

60、e 1 and 2 greenhousegas emissions for our direct operations,and zero waste to landfill at our wholly owned and operated parks and resorts by 2030.DISNEY MEDIA AND ENTERTAINMENT DISTRIBUTIONDMED encompasses the Companys global film and episodic television content production and distribution activitie

61、s.Content is distributed by a single organization across three significant lines of business:Linear Networks,Direct-to-Consumerand Content Sales/Licensing.Content is generally created/licensed by four groups:Studios,General Entertainment,Sports andInternational.The distribution organization has full

62、 accountability for the financial results of the entire media and entertainmentbusiness.3The operations of DMEDs significant lines of business are as follows:Linear NetworksDomestic Channels:ABC Television Network(ABC)and eight owned ABC television stations(Broadcasting),andDisney,ESPN,Freeform,FX a

63、nd National Geographic branded domestic television networks(Cable)International Channels:Disney,ESPN,Fox,National Geographic and Star branded television networks outside ofthe U.S.A 50%equity investment in A+E Television Networks(A+E),which operates a variety of cable channels includingA&E,HISTORY a

64、nd LifetimeDirect-to-ConsumerDisney+,Disney+Hotstar,ESPN+,Hulu and Star+direct-to-consumer(DTC)video streaming servicesContent Sales/LicensingSale/licensing of film and television content to third-party television and subscription/advertising video-on-demand(TV/SVOD)servicesTheatrical distributionHo

65、me entertainment distribution(DVD,Blu-ray discs and electronic home video licenses)Music distributionStaging and licensing of live entertainment events on Broadway and around the world(Stage Plays)DMED also includes the following activities that are reported with Content Sales/Licensing:Post-product

66、ion services by Industrial Light&Magic and Skywalker SoundNational Geographic magazine and online businessA 30%ownership interest in Tata Play Limited(formerly Tata Sky Limited),which operates a direct-to-home satellitedistribution platform in IndiaThe significant revenues of DMED are as follows:Aff

67、iliate fees-Fees charged by our Linear Networks to multi-channel video programming distributors(i.e.cable,satellite,telecommunications and digital over-the-top(e.g.YouTube TV)service providers)(MVPDs)and televisionstations affiliated with ABC for the right to deliver our programming to their custome

68、rsSubscription fees-Fees charged to customers/subscribers for our DTC streaming servicesAdvertising-Sales of advertising time/space at Linear Networks and Direct-to-ConsumerTV/SVOD distribution-Licensing fees and other revenue for the right to use our film and television productions andrevenue from

69、fees charged to customers to view our sports programming(“pay-per-view”)and fees for streamingaccess to films that are also playing in theaters(“Premier Access”).TV/SVOD distribution revenue is primarilyreported in Content Sales/Licensing,except for pay-per-view and Premier Access revenues,which are

70、 reported inDirect-to-Consumer.Theatrical distribution-Rentals from licensing our film productions to theatersHome entertainment-Sales of our film and television content to retailers and distributors in home video formatsOther content sales/licensing revenue-Revenues from licensing our music,ticket

71、sales from stage play performancesand fees from licensing our intellectual properties(“IP”)for use in stage playsOther revenue-Fees from sub-licensing of sports programming rights(reported in Linear Networks)and sales of post-production services(reported with Content Sales/Licensing)The significant

72、expenses of DMED are as follows:Operating expenses consist primarily of programming and production costs,technical support costs,operating labor,distribution costs and costs of sales.Programming and production costs include amortization of licensed programmingrights(including sports rights),amortiza

73、tion of capitalized production costs,subscriber-based fees for programmingour Hulu services,production costs related to live programming such as news and sports and amortization ofparticipations and residual obligations.Programming and production costs also include fees paid to Linear Networksfrom o

74、ther DMED businesses for the right to air our linear networks and related services.These costs are largelyincurred across four content creation/licensing groups,as follows:Studios-Primarily capitalized production costs related to films produced under the Walt Disney Pictures,Twentieth Century Studio

75、s,Marvel,Lucasfilm,Pixar and Searchlight Pictures banners4General Entertainment-Primarily internal production of and acquisition of rights to episodic television programsand news content.Internal content is generally produced by the following television studios:ABC Signature;20thTelevision;Disney Te

76、levision Animation;FX Productions;and various studios for which we commissionproductions for our branded channels and DTC streaming servicesSports-Primarily acquisition of professional and college sports programming rights and related production costsInternational-Primarily internal production of an

77、d acquisition of rights to local content outside the U.S.andCanadaSelling,general and administrative costs,including marketing costsDepreciation and amortizationMedia and Entertainment Distribution StrategyThe Company has significantly increased its focus on distribution of content via our own DTC s

78、treaming services relativeto traditional distribution of content.In general,film content was traditionally distributed first in the theatrical market,followedby the home entertainment market and then in the TV/SVOD market.In general,episodic television content was traditionallylaunched on our domest

79、ic linear networks and licensed for use globally in other TV/SVOD windows.Although the Companycontinues to monetize a significant amount of its content in the traditional manner,our focus on our own DTC distribution hashad a number of impacts including but not limited to:in some cases,we are produci

80、ng exclusive content for our DTC streaming services;rather than selling our content in the TV/SVOD market,we generally distribute it on our DTC streaming services;andin part because of the impact of COVID-19 on theatrical markets around the world,we may alter our traditionaltheatrical distribution a

81、pproach,for example by making a film available on our DTC streaming services at the sametime it is in theaters or shortly thereafter(e.g.Premier Access).Over time,all else being equal,these impacts will tend to increase revenue and costs at Direct-to-Consumer and reducerevenue and costs at Content S

82、ales/Licensing and Linear Networks.Our distribution approach is based on flexibility in ourwindowing strategy,and we may change our original launch and distribution strategy for any particular piece of content.Distribution decisions may impact revenues and viewership,and the allocation of costs to o

83、ur businesses/distribution platforms,particularly programming,production and marketing costs,depends on the distribution approach.A more detailed discussion of our distribution businesses and production groups follows.Linear NetworksThe majority of Linear Networks revenue is derived from affiliate f

84、ees and advertising sales.The Companys linearnetworks businesses provide programming under multi-year licensing agreements with MVPDs and/or affiliated televisionstations that are generally based on contractually specified rates on a per subscriber basis.The amounts that we can charge toMVPDs for ou

85、r networks is largely dependent on the quality and quantity of programming that we can provide and thecompetitive market for programming services.The ability to sell advertising time and the rates received are primarily dependenton the size and nature of the audience that the network can deliver to

86、the advertiser as well as overall advertiser demand.Linear Networks consist of our domestic and international branded television channels.Domestic ChannelsOur domestic channels include Cable operations comprising Disney,ESPN,Freeform,FX and National Geographicbranded channels and Broadcasting operat

87、ions comprising ABC and eight owned ABC affiliated television stations.CableDisney 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

88、 to kids ages 2to 14.The channel features live-action comedy series,animated programming and preschool series as well as original moviesand theatrical films.Disney Junior-the Disney Junior channel airs programming 24 hours a day targeted to kids ages 2 to 7 and their parentsand caregivers.The channe

89、l features animated and live-action programming that blends Disneys storytelling and characterswith 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 amix of

90、 live-action and animated programming.5ESPNBranded television channels include eight 24-hour domestic television sports channels:ESPN and ESPN2(both of whichare dedicated to professional and college sports as well as sports news and original programming);ESPNU(which is dedicatedto college sports);ES

91、PNEWS(which re-airs select ESPN studio shows and airs a variety of other programming);SEC Network(which is dedicated to Southeastern Conference college athletics);Longhorn Network(which is dedicated to The University ofTexas athletics);ESPN Deportes(which airs professional and college sports as well

92、 as studio shows in Spanish);and ACCNetwork(which is dedicated to Atlantic Coast Conference college athletics).In addition,ESPN programs the sports scheduleon ABC,which is branded ESPN on ABC.ESPN also includes the following:ESPN.com,which delivers sports news,information and video on internet-conne

93、cted devices,with approximately 20editions in five languages globally.In the U.S.,ESPN.com also features live video streams of ESPN channels toauthenticated MVPD subscribers.Non-subscribers have limited access to certain content.ESPN app,which is an all-in-one sports content platform,serving fans wi

94、th a personalized digital destination onstreaming devices.The app content includes news,highlights and real-time interactive features,including real-timescores,play-by-play and fantasy sports scores.ESPN+subscribers can access the ESPN+content from the app.In theU.S.,the app also features live video

95、 streams of ESPNs linear channels and exclusive events to authenticated MVPDsubscribers.Non-subscribers have limited access to certain content.ESPN Radio,which is the largest sports radio network in the U.S.In fiscal 2022,the Company sold its four ownedradio stations for an amount that was not mater

96、ial.In addition,ESPN owns and operates the following events:ESPYs(annual awards show);X Games(winter and summeraction sports competitions),which were sold in October 2022 for an amount that was not material;and a portfolio of collegiatesporting events including:football bowl games,basketball games,s

97、oftball games and post-season award shows.ESPN is owned 80%by the Company and 20%by Hearst Corporation(Hearst).FreeformFreeform is a channel targeted to viewers ages 18 to 34 that airs original,Company owned(“library”)and licensedtelevision series,films and holiday programming events.FX ChannelsBran

98、ded general entertainment television channels include:FX;FXM;and FXX(collectively FX Channels),which air amix of original,library and licensed television series and films.National Geographic ChannelsBranded television channels include:National Geographic;Nat Geo Wild;and Nat Geo Mundo(collectively N

99、ationalGeographic Channels).National Geographic Channels air scripted and documentary programming on such topics as naturalhistory,adventure,science,exploration and culture.National Geographic,including the magazine and online business reported in Content Sales/Licensing,is owned 73%bythe Company an

100、d 27%by the National Geographic Society.6The number of subscribers(in millions)for the Companys significant domestic cable channels are as follows:Subscribers(1)DisneyDisney Channel74Disney Junior54Disney XD53ESPNESPN74ESPN274ESPNU51ESPNEWS(2)56SEC Network(2)51ACC Network(2)50Freeform73FX ChannelsFX

101、74FXX71FXM46National Geographic ChannelsNational Geographic73National Geographic Wild46(1)Based on Nielsen Media Research estimates as of September 2022(except where noted).Estimates include traditionalMVPD and the majority of digital OTT subscriber counts.(2)Because Nielsen Media Research does not

102、measure this channel,estimated subscribers are according to SNL Kagan asof December 2021.BroadcastingABCAs of October 1,2022,ABC had affiliation agreements with approximately 240 local television stations reaching almost100%of U.S.television households.ABC broadcasts programs in the primetime,daytim

103、e,late night,news and sports“dayparts”.ABC is also available digitally through the ABC App and website to authenticated MVPD subscribers.Non-subscribers have more limited access to on-demand episodes.ABC also produces a variety of primetime specials,news and daytime programming.Domestic Television S

104、tationsThe Company owns eight television stations,six of which are located in the top ten television household markets in theU.S.All of our television stations are affiliated with ABC and collectively reach approximately 20%of the nations televisionhouseholds.7The stations we own are as follows:TV S

105、tationMarketTelevision MarketRanking(1)WABCNew York,NY1KABCLos Angeles,CA2WLSChicago,IL3WPVIPhiladelphia,PA4KGOSan Francisco,CA8KTRKHouston,TX9WTVDRaleigh-Durham,NC24KFSNFresno,CA55(1)Based on Nielsen Media Research,U.S.Television Household Estimates,January 1,2022International ChannelsOur Internati

106、onal Channels focus on General Entertainment,Sports and/or Family programming and operate under foursignificant brands:Disney;ESPN;Fox;and Star.Our international channels use content from the Companys various studios,including library titles,as well as content acquired from third parties.The Company

107、s increased focus on DTC distribution in international markets is expected to negatively impact theInternational Channels business as we shift the primary means of monetizing our content from licensing of linear channels todistribution on our DTC platforms.General EntertainmentThe Company operates a

108、pproximately 220 General Entertainment channels outside the U.S.primarily under the Fox,National Geographic and Star brands,which are broadcast in approximately 40 languages and 180 countries/territories.Fox branded channels air a variety of scripted,reality and documentary programming.Channels are

109、often thematicallybranded,focusing on such topics as comedy,cooking,crime and movies,and are broadcast in most regions internationally.National Geographic branded channels air scripted and documentary programming on such topics as natural history,science,exploration and culture,and are broadcast in

110、most regions internationally.Star branded channels air a variety of scripted,reality and documentary programming primarily in India.Channels arealso broadcast in other countries in Asia Pacific and Latin America.In addition,the Company operates UTV and Bindass branded channels principally in India.U

111、TV Action and UTVMovies offer Bollywood movies as well as Hollywood,Asian and Indian regional movies dubbed in Hindi.Bindass is a youthentertainment channel.SportsThe Company operates approximately 55 Sports channels outside the U.S.under the ESPN,Fox and Star brands,whichare broadcast in approximat

112、ely 10 languages and 105 countries/territories.ESPN branded channels primarily operate in Latin America,Asia Pacific and Europe.In the Netherlands,the ESPNbranded channels are operated by Eredivisie Media&Marketing CV(EMM),which has the media and sponsorship rights ofthe Dutch Premier League for soc

113、cer.The Company owns 51%of EMM.Fox branded sports channels primarily operate in Latin America,Asia Pacific and Europe.Fox Sports Premium,a paytelevision service in Argentina,airs the matches of the professional soccer league in Argentina.Star branded sports channels primarily operate in India and ce

114、rtain other countries in Asia Pacific.Star has rights tovarious sports programming including cricket,soccer,tennis and field hockey.FamilyThe Company operates approximately 75 Family channels outside the U.S.primarily under the Disney brand,which arebroadcast in approximately 25 languages and 175 co

115、untries/territories.8As of September 2022,the estimated number of subscribers(in millions)for the Companys significant internationalchannels,based on internal management reports,are as follows:SubscribersDisneyDisney Channel151Disney Junior141ESPN(1)62Fox(1)139National Geographic(1)289StarGeneral En

116、tertainment(1)180Sports(1)83(1)Reflects our estimate of each unique subscriber that has access to one or more of these branded channels.Equity InvestmentsThe Company has investments in media businesses that are accounted for under the equity method,the most significant ofwhich are A+E and CTV Specia

117、lty Television,Inc.(CTV).The Companys share of the financial results for these investmentsis reported as“Equity in the income(loss)of investees,net”in the Companys Consolidated Statements of Operations.A+EA+E is owned 50%by the Company and 50%by Hearst.A+E operates a variety of cable channels:A&E wh

118、ich offers entertainment programming including original reality and scripted seriesHISTORY which offers original series and event-driven specialsLifetime and Lifetime Movie Network(LMN)which offer female-focused programmingFYI which offers contemporary lifestyle programmingA+E programming is availab

119、le 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 televisionbroadcasters and SVOD services.As of September 2022,the number of domestic subscribers(in millions)f

120、or A+E channels are as follows:Subscribers(1)A&E69HISTORY70Lifetime69LMN52FYI42(1)Based on Nielsen Media Research estimates as of September 2022.Estimates include traditional MVPD and themajority of digital OTT subscriber counts.CTVESPN holds a 30%equity interest in CTV,which owns television channel

121、s in Canada,including The Sports Networks(TSN)1-5,Le Rseau des Sports(RDS),RDS2,RDS Info,ESPN Classic Canada,Discovery Canada and Animal PlanetCanada.Direct-to-ConsumerOur DTC businesses are subscription services that provide video streaming of general entertainment,family and sportsprogramming(serv

122、ices are offered individually or in various bundles)that are offered to customers directly or through third-party distributors on mobile and internet connected devices.Disney+Services(includes Disney+Hotstar and Star+)Disney+is a subscription-based DTC service with Disney,Pixar,Marvel,Star Wars and

123、National Geographic brandedprogramming,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.9Disney+Hotstar is a subscription-based DTC service available in

124、India,Indonesia,Malaysia and Thailand.Programmingincludes television shows,movies,sports and original series in approximately ten languages,in addition to gaming and socialfeatures.Disney+Hotstar has exclusive streaming rights to cricket from the International Cricket Council(ICC)and the Boardof Con

125、trol for Cricket in India(BCCI),along with other cricket rights.Star+is a standalone DTC service in Latin America with a variety of general entertainment content and live sportsprogramming.Disney+services use content from the Companys various studios,including library titles,as well as content acqui

126、redfrom third parties.The majority of Disney+revenue is derived from subscription fees.In addition,Disney+Hotstar generates advertisingrevenue and Disney+generates Premier Access fees.The Company plans to introduce an ad-supported Disney+service in theU.S.in December 2022 and internationally startin

127、g in late 2023.As of October 1,2022,the estimated number of paid Disney+,Disney+Hotstar and Star+subscribers,based on internalmanagement reports,was approximately 164 million.ESPN+ESPN+is a subscription-based DTC service offering thousands of live sporting events,on-demand sports content andoriginal

128、 programming.ESPN+revenue is derived from subscription fees,pay-per-view fees and,to a lesser extent,advertisingsales.Live events available through the service include mixed martial arts,soccer,hockey,boxing,baseball,college sports,golf,tennis and cricket.ESPN+is currently the exclusive distributor

129、for Ultimate Fighting Championship(UFC)pay-per-viewevents in the U.S.As of October 1,2022,the estimated number of paid ESPN+subscribers,based on internal managementreports,was approximately 24 million.Hearst has a 20%interest in the Companys DTC sports business.HuluHulu is a subscription-based DTC s

130、ervice with general entertainment content from the Companys various studios as wellas content licensed from third parties.Hulus revenue is primarily derived from subscription fees and advertising sales.Huluoffers SVOD services with or without advertising in addition to a digital OTT MVPD(Live TV)ser

131、vice that is available witheither of Hulus SVOD services and,since December 2021,includes the Disney+and ESPN+DTC services.Hulus Live TVservice includes live linear streams of cable networks and the major broadcast networks.In addition,Hulu offers subscriptionsto premium services such as HBOMax,Cine

132、max,Starz and Showtime,which can be added to the Hulu service.Certainprogramming from ABC,Freeform and FX Channels is also available on the Hulu SVOD service one day after airing on thesechannels.As of October 1,2022,the estimated number of paid Hulu subscribers,based on internal management reports,

133、wasapproximately 47 million.The Company has a 67%ownership interest in and full operational control of Hulu.NBC Universal(NBCU)owns theremaining 33%of Hulu.The Company has a put/call agreement with NBCU,which provides NBCU the option to require theCompany to purchase NBCUs interest in Hulu and the C

134、ompany the option to require NBCU to sell its interest in Hulu to theCompany,in both cases,beginning in January 2024(see Note 2 of the Consolidated Financial Statements for additionalinformation).Content Sales/Licensing and OtherThe majority of Content Sales/Licensing revenue is derived from TV/SVOD

135、,theatrical and home entertainmentdistribution.In addition,revenue is generated from music distribution and stage plays.The Company also publishes National Geographic magazine and provides post-production services through IndustrialLight&Magic and Skywalker Sound.These activities are reported with C

136、ontent Sales/Licensing.TV/SVOD DistributionAlthough we generally intend to use our film and television content on our DTC services and linear networks in TV/SVOD windows,we also license our content to third-party television networks,television stations and other video serviceproviders for distributi

137、on to viewers on television or a variety of internet-connected devices,including through other DTCservices.Theatrical DistributionThe Company licenses full-length live-action and animated films from the Companys Studio production groups totheaters globally.Cumulatively through October 1,2022,the Com

138、pany has released approximately 1,100 full-length live-actionfilms and 100 full-length animated films.In the domestic and most major international markets,we generally distribute andmarket our films directly.In certain international markets our films are distributed by independent companies.During f

139、iscal102023,we expect to release approximately 20 films,although we may choose to distribute certain films exclusively on our DTCstreaming services in certain territories.The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film inan effort

140、 to generate public awareness of the film,to increase the publics intent to view the film and to help generate consumerinterest in the subsequent home entertainment and other ancillary markets.These costs are expensed as incurred,which mayresult in a loss on a film in the theatrical markets,includin

141、g in periods prior to the theatrical release of the film.Home Entertainment DistributionWe distribute the Companys film and episodic television content in home entertainment markets in physical(DVD andBlu-ray disc)and electronic formats globally.Domestically,we distribute directly to retailers and w

142、holesalers.Internationally,we distribute directly and throughindependent distribution companies.Physical formats of our film and episodic television content are generally sold to retailers,such as Walmart and Target,and electronic formats are sold through e-tailers,such as Apple and Amazon,and MVPDs

143、,such asComcast and DirecTV.The Company also operates Disney Movie Club,which sells DVD/Blu-ray discs directly to consumersin the U.S.and Canada.Distribution of film content in the home entertainment window generally starts within three months after the theatricalrelease.Electronic formats may be re

144、leased up to two weeks ahead of the physical release.Distribution of episodic television content in the home entertainment window includes digital sales of season passes thatcan be purchased prior to,during and after the broadcast season with individual episodes typically available to season passcus

145、tomers shortly after the initial airing of the show in each territory.Individual episodes are also available for digital purchaseshortly after their initial airing in each territory.As of October 1,2022,we have approximately 2,200 produced and acquired film titles that are actively distributed in th

146、ehome entertainment window,including approximately 1,900 live-action titles and approximately 300 animated titles.Concurrently with physical home entertainment distribution,we license titles to video-on-demand services(such as Appleand Amazon)for electronic delivery to consumers for a specified rent

147、al period.Disney Theatrical GroupDisney Theatrical Group develops,produces and licenses live entertainment events on Broadway and around the world.Productions include The Lion King,Frozen,Aladdin and Beauty and the Beast.Disney Theatrical Group also licenses the Companys IP to Feld Entertainment,the

148、 producer of Disney On Ice and MarvelUniverse Live!.Music DistributionThe Disney Music Group(DMG)commissions new music for the Companys motion pictures and television programsand develops,produces,markets and distributes the Companys music worldwide either directly or through license agreements.DMG

149、also licenses the songs and recording copyrights to third parties for printed music,records,audio-visual devices,publicperformances and digital distribution and produces live musical concerts.DMG labels include Walt Disney Records andHollywood Records.Equity InvestmentThe Company has a 30%effective

150、interest in Tata Play Limited,which operates a direct-to-home satellite distributionplatform in India.StudiosThe Studios produce motion pictures under the Walt Disney Pictures,Twentieth Century Studios,Marvel,Lucasfilm,Pixar and Searchlight Pictures banners.Costs to produce the films are generally c

151、apitalized and allocated to the distributionplatform utilizing the content.Marvel licensed rights to produce and distribute Spider-Man films to Sony Pictures Entertainment(Sony)prior to theCompanys fiscal 2010 acquisition of Marvel.In general,Sony incurs the costs to produce and distribute Spider-Ma

152、n films andthe Company licenses the merchandise rights to third parties.The Company pays Sony a licensing fee based on each films boxoffice receipts,subject to specified limits.In general,the Company distributes other Marvel-produced films.The Studios film library includes content from approximately

153、 100 years of production history,as well as acquired filmlibraries and totals approximately 5,100 live-action titles and 400 animation titles.The library includes approximately 50movies and approximately 30 series that the Studios group produced for initial distribution on our DTC platforms.11In fis

154、cal 2023,the Studios plan to produce approximately 40 titles,which include films and episodic television programs,for distribution theatrically and/or on our DTC platforms.General EntertainmentContent produced by General Entertainment primarily consists of original episodic television programs,netwo

155、rk news anddaytime/nighttime content.General Entertainment also acquires episodic television programming rights.Original content isgenerally produced by the following Company owned television studios:ABC Signature;20th Television;Disney BrandedTelevision;FX Productions;and National Geographic Studio

156、s.Original content is also commissioned by General Entertainmentand produced by various other third-party studios.Costs to produce original content are generally capitalized and allocated tothe distribution platform utilizing the content.Program development is carried out in collaboration with write

157、rs,producers andcreative teams.General Entertainments television programming library includes content from approximately 70 years of productionhistory.Series with four or more seasons include approximately 75 one-hour dramas,55 half-hour comedies,5 half-hour non-scripted series,30 one-hour non-scrip

158、ted series,15 half-hour animated series and 10 half-hour live-action series.The libraryincludes approximately 130 series that the General Entertainment group produced for initial distribution on our DTC platforms.In fiscal 2023,General Entertainment plans to produce or commission more than 270 origi

159、nal programs,most of whichwill include multiple episodes.Productions generally include comedies,dramas,animations,documentaries,specials,made forTV movies,shorts and network news content.The vast majority of programming will be used on our Linear Networks and/orour DTC platforms.Programming is also

160、produced for third-parties,many of which have domestic linear distribution rights,while the Company has SVOD and international distribution rights.SportsThe Company has various professional and college sports programming rights,which the Sports group uses to producecontent aired on our Linear Networ

161、ks and distributed on our DTC platforms,including live events,sports news and originalcontent.In the U.S.,rights include college football(including bowl games and the College Football Playoff)and basketball,theNational Basketball Association(NBA),the National Football League(NFL),MLB,US Open Tennis,

162、the Professional GolfersAssociation(PGA)Championship,the Womens National Basketball Association(WNBA),soccer,Top Rank Boxing,theWimbledon Championships,the Masters golf tournament,mixed martial arts and the National Hockey League(NHL).Internationally,rights include various cricket events(for which t

163、he Company has the global distribution rights to certain events)and soccer(including English Premier League,LaLiga,Bundesliga and multiple UEFA leagues).InternationalThe International group focuses on the development and production of locally created and relevant entertainment andsports content to s

164、upport growth across the Companys portfolio of streaming services.In addition,this group also overseesinternational media operations,including international linear channels,local advertising sales and local content sales anddistribution.International has produced approximately 150 movies and series

165、for initial distribution on the DTC platformsworldwide.Competition and SeasonalityThe Companys Linear Networks and DTC streaming services compete for viewers primarily with other televisionnetworks,independent television stations and other media,such as other DTC streaming services and video games.W

166、ithrespect to the sale of advertising time,we compete with other television networks,independent television stations,MVPDs andother advertising media such as digital content,newspapers,magazines,radio and billboards.Our television and radio stationsprimarily compete for audiences and advertisers in

167、local market areas.The Companys Linear Networks compete with other networks for carriage by MVPDs.The Companys contractualagreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of business.Consolidation andother market conditions in the cable,satellite and telecom

168、munication distribution industry and other factors may adverselyaffect the Companys ability to obtain and maintain contractual terms for the distribution of its various programming servicesthat are as favorable as those currently in place.The Content Sales/Licensing businesses compete with all forms

169、 of entertainment.A significant number of companiesproduce and/or distribute theatrical and television content,distribute products in the home entertainment market,provide paytelevision and SVOD services,and produce music and live theater.The operating results of Content Sales/Licensing fluctuate du

170、e 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 thetiming of vacation and holiday periods.The Companys websites and digital products compete with other websites and enter

171、tainment products.12We also compete with other media and entertainment companies,independent production companies and SVOD servicesfor the acquisition of sports rights,creative and performing talent,story properties,show concepts,scripted and otherprogramming,advertiser support and exhibition outlet

172、s that are essential to the success of our DMED businesses.Advertising revenues at Linear Networks and Direct-to-Consumer are subject to seasonal advertising patterns,changes inviewership levels and the demand for sports programming.In general,domestic advertising revenues are typically somewhathigh

173、er during the fall and somewhat lower during the summer months.In addition,advertising revenues generated from sportsprogramming are impacted by the timing of sports seasons and events,which varies throughout the year or may take placeperiodically(e.g.biannually,quadrennially).Affiliate revenues var

174、y with the subscriber trends of MVPDs.Federal RegulationTelevision and radio broadcasting are 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 canresult in

175、substantial monetary fines,limited renewals of licenses and,in egregious cases,denial of license renewal or revocationof a license.FCC regulations that affect DMED include the following:Licensing of television and radio stations.Each of the television and radio stations we own must be licensed by th

176、eFCC.These licenses are granted for periods of up to eight years,and we must obtain renewal of licenses as they expirein order to continue operating the stations.We(and the acquiring entity in the case of a divestiture)must also obtainFCC approval whenever we seek to have a license transferred in co

177、nnection with the acquisition or divestiture of astation.The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delayrenewals while permitting a licensee to continue operating.Although we have received such renewals and approvals inthe past or have been pe

178、rmitted to continue operations when renewal is delayed,there can be no assurance that this willbe the case in the future.Television and radio station ownership limits.The FCC imposes limitations on the number of television stations andradio stations we can own in a specific market,on the combined nu

179、mber of television and radio stations we can own ina single market and on the aggregate percentage of the national audience that can be reached by television stations weown.Currently:FCC regulations may restrict our ability to own more than one television station in a market,depending on the sizeand

180、 nature of the market.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,ourei

181、ght stations reach approximately 20%of the national audience.FCC regulations in some cases impose restrictions on our ability to acquire additional radio or television stations inthe markets in which we own radio stations.We do not believe any such limitations are material to our currentoperating pl

182、ans.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.Regulation of programming.The FCC regulates broadcast programming by,among other things,banning“indecent”programming,regulating political

183、 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 matter that may be shown on broadcast or

184、 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 informational needs of children 16 years

185、 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 satellite carriage of broadcast televi

186、sion 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 station in the stations market,or“retransmis

187、sion 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 satellite carriage of programming.The Com

188、munications 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 additionalaspects of the carriage of p

189、rogramming on their systems.New legislation,court action or regulation in this area couldhave an impact on the Companys operations.13The foregoing is a brief summary of certain provisions of the Communications Act,other legislation and specific FCCrules and policies.Reference should be made to the C

190、ommunications Act,other legislation,FCC rules and public notices andrulings 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 predict whether new legislation,courtaction

191、 or regulations,or a change in the extent of application or enforcement of current laws and regulations,would have anadverse impact on our operations.DISNEY PARKS,EXPERIENCES AND PRODUCTSThe operations of DPEPs significant lines of business are as follows:Parks&Experiences:Theme parks and resorts,wh

192、ich include:Walt Disney World Resort in Florida;Disneyland Resort in California;Disneyland Paris;Hong Kong Disneyland Resort(48%ownership interest);and Shanghai Disney Resort(43%ownership interest),all of which are consolidated in our results.Additionally,the Company licenses our IP to athird party

193、to operate Tokyo Disney Resort.Disney Cruise Line,Disney Vacation Club,National Geographic Expeditions(73%ownership interest),Adventures by Disney and Aulani,a Disney Resort&Spa in HawaiiConsumer Products:Licensing of our trade names,characters,visual,literary and other IP to various manufacturers,g

194、ame 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 is re

195、ported in DMED)The significant revenues of DPEP 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)Parks&Experiences merchandise,food and beverage-Sales of merchandise,food and beverages at

196、our theme parksand resorts and cruise shipsResorts and vacations-Sales of room nights at hotels,sales of cruise and other vacations and sales and rentals ofvacation club propertiesMerchandise licensing and retail:Merchandise licensing-Royalties from licensing our IP for use on consumer goodsRetail-S

197、ales 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 sales androyalties earne

198、d on Tokyo Disney Resort revenuesThe significant expenses of DPEP 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 support costs,repairs andmaint

199、enance,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 spend has been at our parks

200、and experiences business,which isprincipally for theme park and resort expansion,new attractions,cruise ships,capital improvements and systemsinfrastructure.The various investment plans discussed in the“Parks&Experiences”section are based onmanagements current expectations.Actual investment may diff

201、er.Parks&ExperiencesWalt Disney World ResortThe Walt Disney World Resort is located approximately 20 miles southwest of Orlando,Florida,on approximately 25,000acres of land.The resort includes theme parks(the Magic Kingdom,EPCOT,Disneys Hollywood Studios and DisneysAnimal Kingdom);hotels;vacation cl

202、ub properties;a retail,dining and entertainment complex(Disney Springs);a sports14complex;conference centers;campgrounds;golf courses;water parks;and other recreational facilities designed to attractvisitors for an extended stay.The Walt Disney World Resort is marketed through a variety of internati

203、onal,national and local advertising andpromotional activities.A number of attractions and restaurants in each of the theme parks are sponsored or operated by othercompanies under multi-year agreements.Magic Kingdom The Magic Kingdom consists of six themed areas:Adventureland,Fantasyland,Frontierland

204、,LibertySquare,Main Street USA and Tomorrowland.Each land provides a unique guest experience featuring themed attractions,restaurants,merchandise shops and entertainment experiences.Tomorrowland is currently undergoing an expansion includingthe Tron Lightcycle/Run,which is scheduled to open in Sprin

205、g 2023.EPCOT EPCOT consists of four major themed areas:World Showcase,World Celebration,World Nature and WorldDiscovery.All areas feature themed attractions,restaurants,merchandise shops and entertainment experiences.Countriesrepresented with pavilions include Canada,China,France,Germany,Italy,Japan

206、,Mexico,Morocco,Norway,the UnitedKingdom and the U.S.EPCOT is undergoing a multi-year transformation,which includes the addition of Guardians of theGalaxy:Cosmic Rewind,which opened in the summer of 2022 and Journey of Water,inspired by Moana,which is scheduled toopen late 2023.Disneys Hollywood Stu

207、dios Disneys Hollywood Studios consists of eight themed areas:Animation Courtyard,Commissary Lane,Echo Lake,Grand Avenue,Hollywood Boulevard,Star Wars:Galaxys Edge,Sunset Boulevard and ToyStory Land.The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attr

208、actions andoffer themed food service,merchandise shops and entertainment experiences.Disneys Animal Kingdom Disneys Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surroundedby five themed areas:Africa,Asia,DinoLand USA,Discovery Island and Pandora-The World of Avatar.Each themed

209、 areacontains attractions,restaurants,merchandise shops and entertainment experiences.The park features more than 300 species oflive mammals,birds,reptiles and amphibians and 3,000 varieties of vegetation.Hotels,Vacation Club Properties and Other Resort Facilities As of October 1,2022,the Company ow

210、ned andoperated 19 resort hotels and vacation club facilities at the Walt Disney World Resort,with approximately 23,000 rooms and3,600 vacation club units.Resort facilities include 500,000 square feet of conference meeting space and Disneys FortWilderness camping and recreational area,which offers a

211、pproximately 800 campsites.Disney Springs 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

212、 the Disney Springs facilities are operated by third parties that pay rent to theCompany.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 a

213、nd competitions,festival and tournament events and interactive sports activities.The complex,which welcomes both amateur and professionalathletes,accommodates multiple sporting events,including baseball,basketball,football,soccer,softball,tennis and track andfield.It also includes a stadium,as well

214、as two venues designed for cheerleading,dance competitions and other indoor sports.Other recreational amenities and activities available at the Walt Disney World Resort include three championship golfcourses,miniature golf courses,full-service spas,tennis,sailing,swimming,horseback riding and a numb

215、er of other sports andleisure time 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 R

216、esort includes two theme parks(Disneyland and Disney California Adventure),three resort hotelsand a retail,dining and entertainment complex(Downtown Disney).The Disneyland Resort is marketed through a variety of international,national and local advertising and promotionalactivities.A number of the a

217、ttractions and restaurants in the theme parks are sponsored or operated by other companies undermulti-year agreements.Disneyland Disneyland consists of nine themed areas:Adventureland,Critter Country,Fantasyland,Frontierland,MainStreet USA,Mickeys Toontown,New Orleans Square,Star Wars:Galaxys Edge,a

218、nd Tomorrowland.These areas featurethemed attractions,restaurants,merchandise shops and entertainment experiences.Mickeys Toontown is currently undergoingan expansion and transformation,including the addition of Mickey and Minnies Runaway Railway,which is scheduled to openin early 2023.15Disney Cali

219、fornia Adventure Disney California Adventure is adjacent to Disneyland and includes eight themed areas:Avengers Campus,Buena Vista Street,Cars Land,Grizzly Peak,Hollywood Land,Pacific Wharf(which will be transformedinto San Fransokyo from Big Hero 6),Paradise Gardens Park and Pixar Pier.These areas

220、include themed attractions,restaurants,merchandise shops and entertainment experiences.Hotels,Vacation Club Units and Other Resort Facilities Disneyland Resort includes three Company owned andoperated hotels and vacation club facilities with approximately 2,400 rooms,50 vacation club units and 180,0

221、00 square feet ofconference meeting space.Downtown Disney is a themed 15-acre retail,entertainment and dining complex with approximately 30 venues locatedadjacent to both Disneyland and Disney California Adventure.Most of the Downtown Disney facilities are operated by thirdparties that pay rent to t

222、he Company.Aulani,a Disney Resort&SpaAulani,a Disney Resort&Spa,is a Company-operated family resort on a 21-acre oceanfront property on Oahu,Hawaiifeaturing approximately 350 hotel rooms,an 18,000-square-foot spa and 12,000 square feet of conference meeting space.Theresort also has approximately 480

223、 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 Parisincludes two theme parks(Disneyl

224、and 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 thesite,approximately half have been developed to date,including a planned community(Val dEur

225、ope)and an eco-tourismdestination(Villages Nature).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 entertainmentexperiences.Walt Disney Stud

226、ios Park Walt Disney Studios Park includes five themed areas:Front Lot,Production Courtyard,Toon Studio,Worlds of Pixar and Avengers Campus,which opened in the summer of 2022.These areas each include themedattractions,restaurants,merchandise shops and entertainment experiences.Walt Disney Studios Pa

227、rk is undergoing a multi-yearexpansion that will include a new themed area based on Frozen.Hotels and Other Facilities Disneyland Paris operates seven resort hotels,with approximately 5,750 rooms and250,000 square feet of conference meeting space.In addition,five on-site hotels that are owned and op

228、erated by third partiesprovide approximately 1,500 rooms.Disney Village is an approximately 500,000-square-foot retail,dining and entertainment complex located between thetheme parks and the hotels.A number of the Disney Village facilities are operated by third parties that pay rent to the Company.V

229、al dEurope is a planned community near Disneyland Paris that is being developed in phases.Val dEurope currentlyincludes a regional train station,hotels and a town center consisting of a shopping center as well as office,commercial andresidential space.Third parties operate these developments on land

230、 leased or purchased from the Company.Villages Nature is an eco-tourism resort that consists of recreational facilities,restaurants and 900 vacation units.Theresort is a 50%joint venture between the Company and Pierre&Vacances-Center Parcs,which manages the venture.Hong Kong Disneyland ResortThe Com

231、pany owns a 48%interest in Hong Kong Disneyland Resort and the Government of the Hong Kong SpecialAdministrative Region(HKSAR)owns a 52%interest.The resort is located on 310 acres on Lantau Island and is in closeproximity to the Hong Kong International Airport and the Hong Kong-Zhuhai-Macau Bridge.H

232、ong Kong Disneyland Resortincludes one theme park and three themed resort hotels.A separate Hong Kong subsidiary of the Company is responsible formanaging Hong Kong Disneyland Resort.The Company is entitled to receive royalties and management fees based on theoperating performance of Hong Kong Disne

233、yland Resort.Hong Kong Disneyland Hong Kong Disneyland consists of seven themed areas:Adventureland,Fantasyland,GrizzlyGulch,Main Street USA,Mystic Point,Tomorrowland and Toy Story Land.These areas feature themed attractions,restaurants,merchandise shops and entertainment experiences.The park is in

234、the midst of a multi-year expansion project that includes aFrozen-themed area,expected to open in 2023.Hotels Hong Kong Disneyland Resort includes three themed hotels with a total of 1,750 rooms and approximately16,000 square feet of conference meeting space.16Shanghai Disney ResortThe Company owns

235、a 43%interest in Shanghai Disney Resort and Shanghai Shendi(Group)Co.,Ltd(Shendi)owns a57%interest.The resort is located in the Pudong district of Shanghai on approximately 1,000 acres of land,which includes theShanghai Disneyland theme park;two themed resort hotels;a retail,dining and entertainment

236、 complex(Disneytown);and anoutdoor recreation area.A management company,in which the Company has a 70%interest and Shendi has a 30%interest,isresponsible for operating the resort and receives a management fee based on the operating performance of Shanghai DisneyResort.The Company is also entitled to

237、 royalties based on the resorts revenues.Shanghai Disneyland Shanghai Disneyland consists of seven themed areas:Adventure Isle,Fantasyland,Gardens ofImagination,Mickey Avenue,Tomorrowland,Toy Story Land and Treasure Cove.These areas feature themed attractions,shows,restaurants,merchandise shops and

238、entertainment experiences.The Company is constructing an eighth themed areabased on the animated film Zootopia.Hotels and Other Facilities Shanghai Disneyland Resort includes two themed hotels with a total of 1,220 rooms.Disneytown is an 11-acre outdoor complex of dining,shopping and entertainment v

239、enues located adjacent to ShanghaiDisneyland.Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.Tokyo Disney ResortTokyo Disney Resort is located on 494 acres of land,six miles east of downtown Tokyo,Japan.The Company earnsroyalties on revenues generated

240、 by the Tokyo Disney Resort,which is owned and operated by Oriental Land Co.,Ltd.(OLC),athird-party Japanese corporation.The resort includes two theme parks(Tokyo Disneyland and Tokyo DisneySea);five Disney-branded hotels;six other hotels(operated by third parties other than OLC);a retail,dining and

241、 entertainment complex(Ikspiari);and Bon Voyage,a Disney-themed merchandise location.Tokyo Disneyland Tokyo Disneyland consists of seven themed areas:Adventureland,Critter Country,Fantasyland,Tomorrowland,Toontown,Westernland and World Bazaar.Tokyo DisneySea Tokyo DisneySea is divided into seven“por

242、ts of call,”including American Waterfront,ArabianCoast,Lost River Delta,Mediterranean Harbor,Mermaid Lagoon,Mysterious Island and Port Discovery.OLC is expandingTokyo DisneySea to include an eighth themed port,Fantasy Springs expected to open in spring 2024.Hotels and Other Resort Facilities Tokyo D

243、isney Resort includes five Disney-branded hotels with a total of more than3,000 rooms and a monorail,which links the theme parks and resort hotels with Ikspiari.OLC is currently constructing a 475-room Disney-branded hotel at Tokyo DisneySea that is expected to open in spring 2024.Disney Vacation Cl

244、ub(DVC)DVC offers ownership interests in 15 resort facilities located at the Walt Disney World Resort;Disneyland Resort;Aulani;Vero Beach,Florida;and Hilton Head Island,South Carolina.Available units are offered for sale under a vacationownership plan and are operated as hotel rooms when not occupie

245、d by vacation club members.The Companys vacation clubunits range from deluxe studios to three-bedroom grand villas.Unit counts in this document are presented in terms of two-bedroom equivalents.DVC had approximately 4,400 vacation club units as of October 1,2022 and is scheduled to open anadditional

246、 135 units at The Villas at Disneyland Hotel in 2023.The Company also plans to open additional units at DisneysPolynesian Village Resort in late 2024.Storyliving by DisneyThe Company is developing its first Storyliving by Disney residential community,Cotino,in Rancho Mirage,California.Disney Cruise

247、LineDisney Cruise Line is a five-ship vacation cruise line,which operates out of ports in North America and Europe.TheDisney Magic and the Disney Wonder are 85,000-ton 875-stateroom ships;the Disney Dream and the Disney Fantasy are130,000-ton 1,250-stateroom ships;and the Disney Wish,launched in Jul

248、y 2022,is a 140,000-ton 1,250-stateroom ship.Theships cater to families,children,teenagers and adults,with themed areas and activities for each group.Many cruise vacationsinclude a visit to Disneys Castaway Cay,a 1,000-acre private Bahamian island.Disney Cruise Line is adding the Disney Treasure and

249、 a seventh ship,which are to be delivered from the shipyard in fiscal2025 and fiscal 2026,respectively.Both of these ships will be approximately 140,000 tons with 1,250 staterooms and will bepowered by liquefied natural gas.In November 2022,the Company purchased a partially completed ship for an amo

250、unt that is not material.The ship will beapproximately 200,000 tons.Disney Cruise Line will incur the cost to complete construction with total costs anticipated to beless than our recent fleet additions.This ship is expected to be delivered in 2025.17The Company has approximately 550 acres of land a

251、t Lighthouse Point on the island of Eleuthera,which is scheduled toopen as a Disney Cruise Line destination in 2024.Adventures by Disney and National Geographic ExpeditionsAdventures by Disney and National Geographic Expeditions offer guided tour packages predominantly at non-Disneysites around the

252、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 for DPEP.Consumer ProductsLicensingThe Companys merchandise licensin

253、g operations cover a diverse range of product categories,the most significant ofwhich are:toys,apparel,games,home dcor and furnishings,accessories,food,books,health and beauty,stationery,footwear,magazines and consumer electronics.The Company licenses characters from its film,television and other pr

254、operties for use onthird-party products in these categories and earns royalties,which are usually based on a fixed percentage of the wholesale orretail selling price of the products.Some of the major properties licensed by the Company include:Mickey and Friends,StarWars,Spider-Man,Disney Princess,Av

255、engers,Frozen,Toy Story,Winnie the Pooh and Cars.RetailThe Company sells Disney-,Marvel-,Pixar-and Lucasfilm-branded products through shopDisney branded internet sitesand Disney Store branded retail locations.At October 1,2022,the Company owns and operates approximately 40 stores inJapan,20 stores i

256、n North America,three 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 theCompanys branded franchises.The products include childrens books and comic books.Competition and SeasonalityThe Companys t

257、heme parks and resorts as well as Disney Cruise Line and Disney Vacation Club compete with otherforms of entertainment,lodging,tourism and recreational activities.The profitability of the leisure-time industry may beinfluenced by various factors that are not directly controllable,such as economic co

258、nditions including business cycle andexchange 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 retail business competes with otherlicensors,retail

259、ers and publishers of character,brand and celebrity names,as well as other licensors,publishers and developersof game software,online video content,websites,other types of home entertainment and retailers of toys and kids merchandise.All of the theme parks and the associated resort facilities are op

260、erated on a year-round basis.Typically,theme parkattendance and resort occupancy fluctuate based on the seasonal nature of vacation travel and leisure activities,the opening ofnew guest offerings and pricing and promotional offers.Peak attendance and resort occupancy generally occur during thesummer

261、 months when school vacations occur and during early winter and spring holiday periods.The licensing,retail andwholesale businesses are influenced by seasonal consumer purchasing behavior,which generally results in higher revenuesduring the Companys first and fourth fiscal quarter,and by the timing

262、and performance of theatrical and game releases andcable programming broadcasts.INTELLECTUAL PROPERTY PROTECTIONThe Companys businesses throughout the world are affected by its ability to exploit and protect against infringement ofits IP,including trademarks,trade names,copyrights,patents and trade

263、secrets.Important IP includes rights in the content ofmotion pictures,television programs,electronic games,sound recordings,character likenesses,theme park attractions,booksand magazines,and merchandise.Risks related to the protection and exploitation of IP rights and information concerning theexpir

264、ation of certain of our copyrights are set forth in Item 1A Risk Factors.AVAILABLE INFORMATIONOur annual report on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to thosereports are available without charge on our website, soon as reasonably practicable after the

265、y arefiled electronically with the U.S.Securities and Exchange Commission(SEC).We are providing the address to our internet sitesolely for the information of investors.We do not intend the address to be an active link or to otherwise incorporate the contentsof the website into this report.18ITEM 1A.

266、Risk FactorsFor an enterprise as large and complex as the Company,a wide range of factors could materially affect futuredevelopments and performance.In addition to the factors affecting specific business operations identified in connection with thedescription of these operations and the financial re

267、sults of these operations elsewhere in our filings with the SEC,the mostsignificant factors affecting our business include the following:BUSINESS,ECONOMIC,MARKET and OPERATING CONDITION RISKSThe adverse impact of COVID-19 on our businesses will continue for an unknown length of time and may continue

268、 toimpact certain of our key sources of revenue.Since early 2020,the world has been and continues to be impacted by COVID-19 and its variants.COVID-19 andmeasures to prevent its spread have impacted our segments in a number of ways,most significantly at DPEP where our themeparks and resorts were clo

269、sed and cruise ship sailings and guided tours were suspended.In addition,at DMED we delayed,or insome cases,shortened or canceled theatrical releases and experienced disruptions in the production and availability of content.Collectively,our impacted businesses have historically been the source of th

270、e majority of our revenue.Operations haveresumed at various points since May 2020,with certain theme parks and resort operations and film and television productionsresuming by the end of fiscal 2020 and throughout 2021.Although operations resumed,many of our businesses continue toexperience impacts

271、from COVID-19,such as incremental health and safety measures and related increased expenses,capacityrestrictions and closures(including at some of our international parks and in theaters in certain markets),and disruptions ofcontent production activities.COVID-19 impacts and future health outbreaks

272、and pandemics could hasten the erosion of historical sources of revenue atour Linear Networks businesses and change consumer preferences.For example,COVID-19 impacts have changed,and maycontinue to change,consumer behavior and consumption patterns,such as theater-going to watch movies.Some industrie

273、s inwhich our customers operate,such as theatrical distribution,retail and travel,have experienced,and could continue toexperience,contraction and financial distress,which could impact the profitability of our businesses going forward.Our mitigation efforts in response to the impacts of COVID-19 on

274、our businesses have had,or may continue to have,negative impacts.For example,in response to COVID-19 impacts,we incurred significant additional indebtedness and delayedor suspended certain projects in which we have invested,particularly at our parks and resorts and studio operations.In addition,we m

275、ay take mitigation actions in the future to respond to the impacts of COVID-19 or other health outbreaks or pandemics onour businesses,such as raising additional financing;not declaring future dividends;further suspending or reducing capitalspending;reducing film and television content investments;i

276、mplementing furloughs or reductions in force or modifying ouroperating strategy.These and other of our mitigating actions may have an adverse impact on our businesses.Additionally,thereare limitations on our ability to mitigate the adverse financial impact of COVID-19 and other health outbreaks or p

277、andemics,including the fixed costs of our theme park business and the impact such events may have on capital markets and our cost ofborrowing.Geographic variation in government requirements and ongoing changes to restrictions have disrupted and could furtherdisrupt our businesses,including our produ

278、ction operations.Our operations could be suspended,re-suspended or subjected tonew or reinstated limitations by government action or otherwise in the future as a result of developments related to COVID-19,such as the expansion of the Omicron subvariants or other variants,and other future health outb

279、reaks and pandemics.Forexample,our international parks have reopened and closed multiple times since the onset of COVID-19.Some of ouremployees who returned to work were later refurloughed.Our operations could be further negatively impacted and ourreputation could be negatively impacted by a signifi

280、cant COVID-19 or other health outbreak impacting our employees,customers or others interacting with our businesses,including our supply chain.The impacts of COVID-19 to our business have generally amplified,or reduced our ability to mitigate,the other risksdiscussed in our filings with the SEC and o

281、ur remediation efforts may not be successful.COVID-19 also makes it more challenging for management to estimate future performance of our businesses.COVID-19has already adversely impacted our businesses and net cash flow,and we expect the ultimate magnitude of these disruptions onour financial and o

282、perational results will be dictated by the length of time that such disruptions continue which will,in turn,depend on the currently unknowable duration and severity of the impacts of COVID-19,and among other things,the impactand duration of governmental actions imposed in response to COVID-19 and in

283、dividuals and companies risk toleranceregarding health matters going forward.Changes in U.S.,global,and regional economic conditions are expected to have an adverse effect on the profitability ofour businesses.A decline in economic conditions,such as recession,economic downturn,and/or inflationary c

284、onditions in the U.S.andother regions of the world in which we do business can adversely affect demand and/or expenses for any of our businesses,thusreducing our revenue and earnings.Past declines in economic conditions reduced spending at our parks and resorts,purchases19of and prices for advertisi

285、ng on our broadcast and cable networks and owned stations,performance of our home entertainmentreleases,and purchases of Company-branded consumer products,and similar impacts can be expected as such conditions recur.The current decline in economic conditions could also reduce attendance at our parks

286、 and resorts,prices that MVPDs pay forour cable programming,purchases of and prices for advertising on our DTC products or subscription levels for our cableprogramming or DTC products,while also increasing the prices we pay for goods,services and labor.Economic conditions canalso impair the ability

287、of those with whom we do business to satisfy their obligations to us.In addition,an increase in pricelevels generally,or in price levels in a particular sector such as current inflation in the domestic and global energy sector andother pronounced price increases generally and in certain other sector

288、s,could result in a shift in consumer demand away fromthe entertainment and consumer products we offer,which could also adversely affect our revenues and,at the same time,increase our costs.A decline in economic conditions could impact implementation of our business plans,such as our plans torealign

289、 our cost structure and for the new DTC ad-supported service,pricing structure and price increases.In addition,actionsto reduce inflation,including raising interest rates,increase our cost of borrowing,which in turn could make it more difficult toobtain financing for our operations or investments on

290、 favorable terms.Further,global economic conditions may impact foreigncurrency exchange rates against the U.S.dollar.The current or continued strength in the value of the U.S.dollar has adverselyimpacted the U.S.dollar value of revenue we receive and expect to receive from other markets and may redu

291、ce internationaldemand for our products and services.A decrease in the value of the U.S.dollar may increase our labor,supply or other costs innon-U.S.markets.Although we hedge exposure to certain foreign currency fluctuations,any such hedging activity may notsubstantially offset the negative financi

292、al impact of exchange rate fluctuations and is not expected to offset all such negativefinancial 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 c

293、ontinue to reduce,our ability tohedge exposure to currency fluctuations in those countries or our ability to repatriate revenue from those countries.Broadersupply chain delays,such as those currently impacting global distribution may further exacerbate current inflationary pressuresand impact our ab

294、ility to sell and deliver goods or otherwise disrupt our operations.The adverse impact on our businesses of thedecline in economic conditions will depend,in part,on its severity and duration and our ability to mitigate the impacts of thisdecline on our businesses will be limited.Changes in technolog

295、y and in consumer consumption patterns may affect demand for our entertainment products,therevenue we can generate from these products or the cost of producing or distributing products.The media entertainment and internet businesses in which we participate increasingly depend on our ability tosucces

296、sfully adapt to shifting patterns of content consumption through the adoption and exploitation of new technologies.Newtechnologies affect the demand for our products,the manner in which our products are distributed to consumers,ways wecharge for and receive revenue for our entertainment products and

297、 the stability of those revenue streams,the sources and natureof competing content offerings,the time and manner in which consumers acquire and view some of our entertainment productsand the options available to advertisers for reaching their desired audiences.This trend has impacted the business mo

298、del forcertain traditional forms of distribution,as evidenced by the industry-wide decline in ratings for broadcast television,thereduction in demand for home entertainment sales of theatrical content,the development of alternative distribution channels forbroadcast and cable programming and decline

299、s in subscriber levels for traditional cable channels,including for a number of ournetworks.In addition,theater-going to watch movies currently is,and may continue to be,below pre-COVID-19 levels.Declines in linear viewership have resulted in decreased advertising revenue.In order to respond to thes

300、e developments,weregularly consider,and from time to time implement changes to our business models,most recently by developing,investing inand acquiring DTC products,initiating plans to again reorganize our media and entertainment businesses to advance our DTCstrategies,and developing next generatio

301、n storytelling offerings.There can be no assurance that our DTC offerings,nextgeneration storytelling offerings and other efforts will successfully respond to these changes.In addition,declines in certaintraditional forms of distribution may increase the cost of content allocable to our DTC offering

302、s,negatively impacting theprofitability of our DTC offerings.We expect to forgo revenue from traditional sources,particularly as we expand our DTCofferings.To date we have experienced significant losses in our DTC businesses.There can be no assurance that the DTCmodel and other business models we ma

303、y develop will ultimately be profitable or as profitable as our existing or historicbusiness models.Misalignment with public and consumer tastes and preferences for entertainment,travel and consumer products couldnegatively impact demand for our entertainment offerings and products and adversely aff

304、ect the profitability of any ofour businesses.Our businesses create entertainment,travel and consumer products whose success depends substantially on consumertastes and preferences that change in often unpredictable ways.The success of our businesses depends on our ability toconsistently create comp

305、elling content,which may be distributed,among other ways,through broadcast,cable,internet orcellular technology,theme park attractions,hotels and other resort facilities and travel experiences and consumer products.Such distribution must meet the changing preferences of the broad consumer market and

306、 respond to competition from anexpanding array of choices facilitated by technological developments in the delivery of content.The success of our themeparks,resorts,cruise ships and experiences,as well as our theatrical releases,depends on demand for public or out-of-home20entertainment experiences.

307、Demand for certain of our out-of-home entertainment experiences,such as theater-going to watchmovies,has not returned to pre-pandemic levels,and COVID-19 may continue to impact consumer tastes and preferences.Inaddition,many of our businesses increasingly depend on acceptance of our offerings and pr

308、oducts by consumers outside theU.S.The success of our businesses therefore depends on our ability to successfully predict and adapt to changing consumertastes and preferences outside as well as inside the U.S.Moreover,we must often invest substantial amounts in contentproduction and acquisition,acqu

309、isition of sports rights,theme park attractions,cruise ships or hotels and other facilities orcustomer facing platforms before we know the extent to which these products will earn consumer acceptance,and theseproducts may be introduced into a significantly different market or economic or social clim

310、ate from the one we anticipated atthe time of the investment decisions.If our entertainment offerings and products(including our content offerings,which havebeen impacted by COVID-19 and may in the future be impacted by COVID-19 developments or other health outbreaks orpandemics)as well as our metho

311、ds to make our offerings and products available to consumers,do not achieve sufficientconsumer acceptance,our revenue may decline,decline further or fail to grow to the extent we anticipate when makinginvestment decisions and thereby further adversely affect the profitability of one or more of our b

312、usinesses.Further,consumersperceptions of our position on matters of public interest,including our efforts to achieve certain of our environmental and socialgoals,often differ widely and present risks to our reputation and brands.Consumer tastes and preferences impact,among otheritems,revenue from a

313、dvertising sales(which are based in part on ratings for the programs in which advertisements air),affiliatefees,subscription fees,theatrical film receipts,the license of rights to other distributors,theme park admissions,hotel roomcharges and merchandise,food and beverage sales,sales of licensed con

314、sumer products or sales of our other consumer productsand services.The success of our businesses is highly dependent on the existence and maintenance of intellectual property rights in theentertainment products and services we create.The value to us of our IP is dependent on the scope and duration o

315、f our rights as defined by applicable laws in the U.S.and abroad and the manner in which those laws are construed.If those laws are drafted or interpreted in ways that limit theextent or duration of our rights,or if existing laws are changed,our ability to generate revenue from our IP may decrease,o

316、r thecost of obtaining and maintaining rights may increase.The terms of some copyrights for IP related to some of our products andservices have expired and other copyrights will expire in the future.For example,in the United States and countries that look tothe United States copyright term when shor

317、ter than their own,the copyright term for early works such as the short filmSteamboat Willie(1928),and the specific early versions of characters depicted in those works,expires at the end of the 95thcalendar year after the date the copyright was originally secured in the United States.Revenues gener

318、ated from this intellectualproperty could be negatively impacted.The unauthorized use of our IP may increase the cost of protecting rights in our IP or reduce our revenues.Theconvergence of computing,communication and entertainment devices,increased broadband internet speed and penetration,increased

319、 availability and speed of mobile data transmission and increasingly sophisticated attempts to obtain unauthorizedaccess to data systems have made the unauthorized digital copying and distribution of our films,television productions andother creative works easier and faster and protection and enforc

320、ement of IP rights more challenging.The unauthorizeddistribution and access to entertainment content generally continues to be a significant challenge for IP rights holders.Inadequate laws or weak enforcement mechanisms to protect entertainment industry IP in one country can adversely affect theresu

321、lts of the Companys operations worldwide,despite the Companys efforts to protect its IP rights.COVID-19 anddistribution innovation in response to COVID-19 has increased opportunities to access content in unauthorized ways.Additionally,negative economic conditions coupled with a shift in government p

322、riorities could lead to less enforcement.Thesedevelopments require us to devote substantial resources to protecting our IP against unlicensed use and present the risk ofincreased losses of revenue as a result of unlicensed distribution of our content and other commercial misuses of our IP.With respe

323、ct to IP developed by the Company and rights acquired by the Company from others,the Company is subject tothe risk of challenges to our copyright,trademark and patent rights by third parties.Successful challenges to our rights in IPmay result in increased costs for obtaining rights or the loss of th

324、e opportunity to earn revenue from or utilize the IP that is thesubject of challenged rights.From time to time,the Company has been notified that it may be infringing certain IP rights ofthird parties.Technological changes in industries in which the Company operates and extensive patent coverage in

325、those areasmay increase the risk of such claims being brought and prevailing.Protection of electronically stored data and other cybersecurity is costly,and if our data or systems are materiallycompromised in spite of this protection,we may incur additional costs,lost opportunities,damage to our repu

326、tation,disruption of service or theft of our assets.We maintain information necessary to conduct our business,including confidential and proprietary information as well aspersonal information regarding our customers and employees,in digital form.We also use computer systems to deliver ourproducts an

327、d services and operate our businesses.Data maintained 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 resultin disruptions in service.We use many third-party systems

328、and software,which are also subject to supply chain and other21cyberattacks.We develop and maintain an information security program to identify and mitigate cyber risks but thedevelopment and maintenance of this program is costly and requires ongoing monitoring and updating as technologies changeand

329、 efforts to overcome security measures become more sophisticated.Accordingly,despite our efforts,the risk ofunauthorized access,modification,exfiltration,destruction or denial of access with respect to data or systems and othercybersecurity attacks cannot be eliminated entirely,and the risks associa

330、ted with a potentially material incident remain.Inaddition,we provide some confidential,proprietary and personal information to third parties in certain cases,which may also becompromised.If our information or cyber security systems or data are compromised in a material way,our ability to conduct ou

331、rbusiness may be impaired,we may lose profitable opportunities or the value of those opportunities may be diminished and,asdescribed above,we may lose revenue as a result of unlicensed use of our intellectual property.If personal information of ourcustomers or employees is misappropriated,our reputa

332、tion with our customers and employees may be damaged resulting in lossof business or morale,and we may incur costs to remediate possible harm to our customers and employees or damages arisingfrom litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arisi

333、ng out of the incident.Insurance we obtain may not cover losses or damages associated with such attacks or events.Our systems and users and thoseof third parties with whom we engage are continually attacked,sometimes successfully.A variety of uncontrollable events may reduce demand for or consumption of our products and services,impair ourability to provide our products and services or increase th