1、6JAN201605190975 13DEC201905470521 Fiscal Year 2019 Annual Financial Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2019 or TRANSITIO

2、N REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to _. Commission File Number 001-38842 Delaware 83-0940635 State or Other Jurisdiction of I.R.S. Employer Identification Incorporation or Organization 500 South Buena Vista Street Burbank

3、, California 91521 Address of Principal Executive Offices and Zip Code (818) 560-1000 Registrants Telephone Number, Including Area Code Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 par va

4、lueDISNew York Stock Exchange Securities Registered Pursuant to Section 12(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 No Indicate by check mark if the registrant is not required to file reports purs

5、uant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was require

6、d to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 mo

7、nths (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of

8、 “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company, indicate by ch

9、eck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of

10、the Act). Yes No The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrants most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was $199.5 billion. All executiv

11、e officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrants common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant. There were 1,802,398,289 sh

12、ares of common stock outstanding as of November 13, 2019. Documents Incorporated by Reference Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2020 annual meeting of the Companys shareholders. THE WALT DISNEY COMPANY AND SUBS

13、IDIARIES TABLE OF CONTENTS Page PART I ITEM 1.Business ITEM 1A.Risk Factors ITEM 1B.Unresolved Staff Comments ITEM 2.Properties ITEM 3.Legal Proceedings ITEM 4.Mine Safety Disclosures Executive Officers of the Company PART II ITEM 5.Market for the Companys Common Equity, Related Stockholder Matters

14、and Issuer Purchases of Equity Securities ITEM 6.Selected Financial Data ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk ITEM 8.Financial Statements and Supplementary Data ITEM 9.Changes in

15、 and Disagreements with Accountants on Accounting and Financial Disclosure ITEM 9A.Controls and Procedures ITEM 9B.Other Information PART III ITEM 10.Directors, Executive Officers and Corporate Governance ITEM 11.Executive Compensation ITEM 12.Security Ownership of Certain Beneficial Owners and Mana

16、gement and Related Stockholder Matters ITEM 13.Certain Relationships and Related Transactions, and Director Independence ITEM 14.Principal Accounting Fees and Services PART IV ITEM 15.Exhibits and Financial Statement Schedules ITEM 16.Form 10-K Summary SIGNATURES Consolidated Financial Information T

17、he Walt Disney Company 1 18 25 25 26 26 26 27 28 29 60 61 61 61 62 63 63 63 63 63 64 67 68 69 1 PART I ITEM 1. Business The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: Media Networks; Parks, Experien

18、ces and Products; Studio Entertainment; and Direct-to- Consumer X Games (winter and summer action sports competitions); and a portfolio of collegiate sporting events including: bowl games, basketball games, softball games and post-season award shows. Freeform Freeform is a channel targeted to viewer

19、s ages 18 to 34. Freeform produces original live-action programming, acquires programming rights from our television and theatrical production businesses and from third parties, and features branded holiday programming events such as “25 Days of Christmas”. Freeform content is also available through

20、 video-on-demand services and through the Freeform App and website, both of which are operated by DTCI. FX Branded television channels include FX, FXM and FXX. Programming for these channels includes internally developed and acquired programming. Internally produced programming for the 2019/2020 sea

21、son includes two returning and three new one-hour dramas, five returning and three new half-hour comedies, and one returning non-scripted series. FX - is a general entertainment channel that airs original series, acquired television series and motion picture programming including content from the Co

22、mpanys film and television libraries. FXM - is a television channel that primarily airs motion pictures from the Companys library or motion pictures acquired from third parties. FXX - is a general entertainment channel targeted to young adults that airs acquired television series and motion picture

23、programming as well as content from the Companys film and television libraries. The channel also airs original television series. 4 National Geographic National Geographic operates branded television channels (National Geographic, Nat Geo Wild and Nat Geo Mundo (collectively the National Geographic

24、Channels) and publishes the National Geographic magazines. The National Geographic Channels air scripted and documentary programming on such topics as natural history, adventure, science, exploration and culture. National Geographic is owned 73% by the Company and 27% by the National Geographic Soci

25、ety. Broadcasting Our broadcasting business includes a domestic broadcast network, television production and distribution operations, and eight owned domestic television stations. Domestic Broadcast Television Network The Company operates the ABC Television Network (ABC), which as of September 28, 2

26、019, had affiliation agreements with approximately 240 local television stations reaching almost 100% of U.S. television households. ABC broadcasts programs in the primetime, daytime, late night, news and sports “dayparts”. ABC produces its own programs and also acquires programming rights from thir

27、d parties as well as entities that are owned by or affiliated with the Company. ABC derives the majority of its revenues from advertising sales and affiliate fees. The ability to sell advertising time and the rates received are primarily dependent on the size and nature of the audience that the netw

28、ork can deliver to the advertiser as well as overall advertiser demand for time on broadcast networks. ABC also receives fees from affiliated television stations for the right to broadcast ABC programming. ABC network programming is available digitally on internet-connected devices to authenticated

29、MVPD subscribers. Non-subscribers have more limited access to on-demand episodes. ABC provides online access to in-depth worldwide news and certain other programming through various Company operated and third party distribution platforms. Television Production and Distribution ABC Studios, Twentieth

30、 Century Fox Television (TCFTV) and Fox 21 Television Studios (Fox21) produce the majority of the Companys general entertainment television programs. Program development is carried out in collaboration with writers, producers and creative teams, with a focus on one-hour dramas and half-hour comedies

31、, primarily for primetime broadcasts. Primetime programming produced either for our networks or for third-party television networks for the 2019/2020 television season includes: ABC Studios - nine returning and five new one-hour dramas, four returning and two new half-hour comedies, and three return

32、ing and two new non-scripted series TCFTV and Fox21 - thirteen returning and ten new one-hour dramas, ten returning and ten new half-hour comedies, and one new non-scripted series The Company also produces Jimmy Kimmel Live for late night and a variety of primetime specials, as well as syndicated, n

33、ews and daytime programming. We distribute the Companys productions worldwide to television broadcasters and SVOD services and on home entertainment formats. The Company has a significant library of television programming spanning approximately 70 years of production history. Series with over four s

34、easons include approximately 65 one-hour dramas and 40 half-hour comedies. Domestic Television Stations The Company owns eight television stations, six of which are located in the top ten television household markets in the U.S. The television stations derive the majority of their revenues from adve

35、rtising sales. The stations also receive affiliate fees from MVPDs. All of our television stations are affiliated with ABC and collectively reach approximately 20% of the nations television households. Generally, each owned station broadcasts three digital channels: the first consists of local, ABC

36、and syndicated programming; the second is the Live Well Network; and the third is the LAFF Network. 5 The stations we own are as follows: TV StationMarket Television Market Ranking(1) WABCNew York, NY1 KABCLos Angeles, CA2 WLSChicago, IL3 WPVIPhiladelphia, PA4 KTRKHouston, TX7 KGOSan Francisco, CA8

37、WTVDRaleigh-Durham, NC25 KFSNFresno, CA54 (1) Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2019 Equity Investments The Company has investments in media businesses that are accounted for under the equity method, and the Companys share of the financial results for t

38、hese investments is reported as “Equity in the income (loss) of investees, net” in the Companys Consolidated Statements of Income. The Companys significant equity investments reported in the Media Networks segment are as follows: A+E A+E is owned 50% by the Company and 50% by Hearst. A +E operates a

39、 variety of cable channels: A Disneyland Resort in California; Disneyland Paris; Hong Kong Disneyland Resort (47% ownership interest); and Shanghai Disney Resort (43% ownership interest), all of which are consolidated in our results. Additionally, the Company licenses our intellectual property to a

40、third party 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 hotels; vacation club properties; a retail, dining and entertainment complex (Disney Springs); a sports com

41、plex; conference centers; campgrounds; golf courses; water parks; and other recreational facilities designed to attract visitors for an extended stay. The Walt Disney World Resort is marketed through a variety of international, national and local advertising and promotional activities. A number of a

42、ttractions and restaurants in each of the theme parks are sponsored or operated by other corporations under multi-year agreements. Magic Kingdom The Magic Kingdom consists of six themed areas: Adventureland, Fantasyland, Frontierland, Liberty Square, Main Street USA and Tomorrowland. Each land provi

43、des a unique guest experience featuring themed attractions, live Disney character interactions, restaurants, refreshment areas and merchandise shops. Additionally, there are daily parades and a nighttime fireworks event. Epcot Epcot consists of two major themed areas: Future World and World Showcase

44、. Future World dramatizes certain historical developments and addresses the challenges facing the world today through pavilions devoted to showcasing science and technology innovations, communication, transportation, use of imagination, nature and food production, the ocean environment and space. Wo

45、rld Showcase presents a community of nations focusing on the culture, traditions and accomplishments of people around the world. Countries represented with pavilions include Canada, China, France, Germany, Italy, Japan, Mexico, Morocco, Norway, the United Kingdom and the United States. Both areas fe

46、ature themed attractions, restaurants and merchandise shops. Epcot also features a nighttime entertainment event. Epcot is undergoing a multi-year transformation, which is scheduled to open in phases beginning in 2020. Disneys Hollywood Studios Disneys Hollywood Studios consists of eight themed area

47、s: Animation Courtyard, Commissary Lane, Echo Lake, Grand Avenue, Hollywood Boulevard, Star Wars: Galaxys Edge, which opened in August 2019, Sunset Boulevard and Toy Story Land. The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attractions and offer the

48、med food service and merchandise facilities. The park also features nighttime entertainment events. Disneys Animal Kingdom Disneys Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded by five themed areas: Africa, Asia, DinoLand USA, Discovery Island and Pandora - The World

49、 of Avatar. Each themed area contains attractions, entertainment, restaurants and merchandise shops. The park features more than 300 species of live mammals, birds, reptiles and amphibians and 3,000 varieties of vegetation. Disneys Animal Kingdom also features a nighttime entertainment event. Hotels, Vacation Club Properties and Other Resort Facilities As of September 28, 2019, the Company owned and operated 18 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 24,000 rooms and 3,200 vacati