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Item 1. Business

2023-11-21 compared with 2022-11-29 · 325 added, 349 removed, 296 unchanged (69% of the section changed)

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in two segments:

Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences and Products (DPEP).

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in three segments:

Entertainment, Sports and Experiences.

The terms “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the subsidiaries through which businesses are conducted.

COVID-19 Pandemic

Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants.

COVID-19 and measures to prevent its spread have impacted our segments in a number of ways, most significantly at DPEP where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended.

In addition, at DMED we delayed, or in some cases, shortened or cancelled theatrical releases and experienced disruptions in the production and availability of content.

Operations have resumed at various points since May 2020, with certain theme park and resort operations and film and television productions resuming by the end of fiscal 2020 and throughout fiscal 2021.

Although operations resumed, many of our businesses continue to experience impacts from COVID-19, such as incremental health and safety measures and related increased expenses, capacity restrictions and closures (including at some of our international parks and 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 currently unknowable duration and severity of COVID-19 and its variants, and among other things, governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.

We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.

Human Capital

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and evolve and invest in technology, tools and resources to enable employees at work.

The Company employed approximately 220,000 people as of October 1, 2022, of which approximately 166,000 were employed in the U.S.

and approximately 54,000 were employed internationally.

The Company employed approximately 225,000 people as of September 30, 2023, of which approximately 167,000 were employed in the U.S.

and approximately 58,000 were employed outside the U.S.

Our global workforce is comprised of approximately 77% full time and 16% part time employees, with another 7% being seasonal employees.

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Some of our key programs and initiatives to attract, develop and retain our diverse workforce include:

• Health, wellness, family resources and other benefits:

Disney’s benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and geographies while helping our employees care for themselves and their families.

◦ Healthcare options aimed at improving quality of care while limiting out-of-pocket costs

◦ Family care resources, such as childcare and senior care programs for employees, including access to onsite/community centers, enhanced back-up care choices to include personal caregivers, childcare referral assistance and center discounts, homework help, college preparation, support for students with special needs, a variety of parenting educational resources, long-term care coverage and a family building benefit supporting fertility treatments, adoptions or surrogacy

◦ Free mental health and well-being resources, including onsite and virtual on-demand access to the Employee Assistance Program for employees and their dependents and access to digital applications to manage stress and encourage movement

◦ Two Centers for Living Well facilities that offer convenient, on-demand access to board-certified physicians and counselors

◦ Global Well-Being Week (introduced in 2022), a dedicated week for employees around the world to celebrate, learn and engage in well-being through in-person and virtual events and activities focused on physical, emotional, financial and social well-being

◦ Access to a variety of well-being focused apps and platforms including our newest offering, Thrive Global, which is an innovative app that helps employees create long-term healthy habits and behaviors while improving their overall well-being and productivity

• Diversity, Equity and Inclusion (DE&I):

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Our DE&I initiatives and programs include:

◦ The Company’s Reimagine Tomorrow efforts, which build on Disney’s longstanding commitment to diversity, equity and inclusion, and features a website, Disney’s first large-scale platform for amplifying underrepresented voices

◦ Reimagine Tomorrow, which is the Company’s digital destination for amplifying underrepresented voices and features some of Disney’s DE&I commitments and actions

◦ Executive Incubator, Creative Talent Development and Inclusion, and the Disney Launchpad:

Shorts Incubator, which are designed to create a pipeline of next-generation creative executives from underrepresented backgrounds

◦ Development programs, which target underrepresented talent

◦ Employee development programs and fellowships for underrepresented talent

◦ Innovative learning opportunities, which spark dialogue among employees, leaders, Disney talent and external experts

◦ Over 100 employee-led Business Employee Resource Groups (BERGs), which represent and support the diverse communities that make up our workforce

◦ Over 100 employee-led groups, which represent and support the diverse communities that make up our global workforce

◦ The Disney Look appearance guidelines, which were updated to cultivate a more inclusive environment that encourages and celebrates authentic expressions of belonging among employees

• Health, wellness, family resources, and other benefits:

◦ Healthcare options aimed at improving quality of care while limiting out-of-pocket costs

◦ Family 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 assistance and center discounts, homework help, a variety of parenting educational resources and a family building benefit supporting fertility treatments, adoptions or surrogacy

◦ Free mental and behavioral health resources, including on-demand access to the Employee Assistance Program for employees and their dependents

◦ Two Centers for Living Well that offer convenient, on-demand access to board-certified physicians and counselors

◦ A multi-layered response to COVID-19, including testing and treatment under all Company medical plans at no cost to employees and dependents

• Disney Aspire:

We support the long-term career aspirations of our hourly employees and further our commitment to strengthening the communities in which we work through our education investment program, Disney Aspire.

We pay 100% of the tuition costs upfront for participating employees at a variety of in-network learning providers and universities and reimburse employees for applicable books and fees.

We pay 100% of the tuition costs upfront for eligible participating employees at a variety of in-network learning providers and universities and reimburse employees for applicable books and fees.

The program helps our employees achieve their goals professionally - whether at Disney or beyond - by equipping them with the skills they need to succeed in the rapidly changing 21 st century career landscape.

More than 16,000 current employees have enrolled in or graduated from a Disney Aspire program, and more than two-thirds of our program graduates have earned an Associate, Bachelor’s or Master’s degree.

More than 15,000 current employees are enrolled and more than 3,800 current employees have graduated since the program launched in 2018.

More than 3,100 current students and graduates have been internally promoted across the Company.

• Talent Development:

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These include online, instructor-led and on-the-job learning formats as well as executive talent and succession planning paired with an individualized development approach.

• Social Responsibility and Community:

The Company’s longstanding commitment to Corporate Social Responsibility (CSR) helps differentiate the Company as an employer.

In 2021, we refreshed our CSR strategy to connect it more closely with the Company’s mission and commercial offerings and environmental and social opportunities relevant to our business and employees.

Our CSR priorities include diversity, equity, and inclusion;

• Sustainability and Social Impact:

The Company’s longstanding commitments to sustainability and social impact helps differentiate the Company as an employer.

Our priorities include operating responsibly;

investing in our people’s development and employee experience;

diversity, equity and inclusion;

environmental stewardship and conservation;

giving back to our communities with a special focus on supporting children and families;

human capital management;

and operating responsibly.

The strategy provides a path to embedding these CSR priorities into our offerings and operations in addition to our philanthropy.

The Company also supports employees who give back to our communities with a generous matching gifts program and a unique employee volunteering program, Disney VoluntEARS, which rewards volunteer hours with the opportunity to direct not-for-profit donations by the Company.

Environmental and Sustainability

The Company has developed measurable environmental and sustainability goals for 2030, grounded in science and an assessment of where the Company’s operations have the most significant impact on the environment, as well as the areas where it can most effectively mitigate that impact.

These goals include, among others, achieving net zero Scope 1 and 2 greenhouse gas 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 DISTRIBUTION

DMED encompasses the Company’s global film and episodic television content production and distribution activities.

Content is distributed by a single organization across three significant lines of business:

Linear Networks, Direct-to-Consumer and Content Sales/Licensing.

Content is generally created/licensed by four groups:

Studios, General Entertainment, Sports and International.

The distribution organization has full accountability for the financial results of the entire media and entertainment business.

The operations of DMED’s significant lines of business are as follows:

and supporting our communities, with a focus on supporting children and families.

Our approach seeks to connect these priorities with the Company’s businesses and employees and is reflected in our philanthropic giving.

The Company also supports employees who give back to our communities with a generous U.S.

matching gifts program, as well as Disney VoluntEARS, which rewards employees for their volunteer hours with the opportunity to direct not-for-profit donations from the Company to qualified non-profits of their choosing.

Environmental Sustainability

The Company has developed measurable environmental sustainability goals for 2030, based on our assessment of where the Company’s operations have the most significant environmental impacts and where we can most effectively mitigate those impacts.

The Company’s goals encompass science-based targets for Scope 1, 2 and 3 emissions, water stewardship, waste reduction, sustainable design in construction and use of more sustainable materials in our products.

ENTERTAINMENT

The Entertainment segment generally encompasses the Company’s non-sports focused global film, television and direct-to-consumer (DTC) video streaming content production and distribution activities.

The significant lines of business within Entertainment are as follows:

• Linear Networks

◦ Domestic Channels:

ABC Television Network (ABC) and eight owned ABC television stations (Broadcasting), and Disney, ESPN, Freeform, FX and National Geographic branded domestic television networks (Cable)

◦ International Channels:

Disney, ESPN, Fox, National Geographic and Star branded television networks outside of the U.S.

◦ A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable channels including A&E, HISTORY and Lifetime

ABC Television Network (ABC Network);

Disney, Freeform, FX and National Geographic (owned 73% by the Company) branded television channels;

and eight owned ABC television stations

◦ International:

Disney, Fox (which will be rebranded in fiscal 2024, primarily to FX or Star), FX, National Geographic (owned 73% by the Company) and Star branded general entertainment television channels outside of the U.S.

◦ A 50% equity investment in A+E Television Networks (A+E), which operates cable channels including A&E, HISTORY and Lifetime

• Direct-to-Consumer

◦ Disney+, Disney+ Hotstar, ESPN+, Hulu and Star+ direct-to-consumer (DTC) video streaming services

a global DTC service that primarily offers general entertainment and family programming.

In certain Latin American countries, we offer Disney+ as well as Star+, a general entertainment service that also has sports programming

◦ Disney+ Hotstar:

a DTC service primarily in India that offers general entertainment, family and sports programming

◦ Hulu (owned 67% by the Company):

DTC service that offers general entertainment and family programming and a digital over-the-top (OTT) service that includes live linear streams of cable networks and the major broadcast networks

• Content Sales/Licensing

◦ Sale/licensing of film and television content to third-party television and subscription/advertising video-on-demand (TV/SVOD) services

◦ Sale/licensing of film and episodic content to third-party television and video-on-demand (TV/VOD) services

◦ Theatrical distribution

◦ Home entertainment distribution (DVD, Blu-ray discs and electronic home video licenses)

◦ Music distribution

◦ Home entertainment distribution:

DVD and Blu-ray discs, electronic home video licenses and video-on-demand (VOD) rentals

◦ Staging 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:

◦ Intersegment allocation of revenues from the Experiences segment, which is meant to reflect royalties on consumer products merchandise licensing revenues generated on intellectual property (“IP”) created by the Entertainment segment

◦ Music distribution

◦ Post-production services by Industrial Light & Magic and Skywalker Sound

• National Geographic magazine and online business

• A 30% ownership interest in Tata Play Limited (formerly Tata Sky Limited), which operates a direct-to-home satellite distribution platform in India

The significant revenues of DMED are as follows:

• Affiliate fees - Fees charged by our Linear Networks to multi-channel video programming distributors (i.e.

Entertainment also includes the following activities that are reported with Content Sales/Licensing:

• National Geographic magazine and online business (owned 73% by the Company)

• A 30% ownership interest in Tata Play Limited, which operates a direct-to-home satellite distribution platform in India

The significant revenues of Entertainment are as follows:

• Affiliate fees - Fees charged to multi-channel video programming distributors (i.e.

cable, satellite, telecommunications and digital over-the-top (e.g.

YouTube TV) service providers) (MVPDs) and television stations affiliated with ABC for the right to deliver our programming to their customers

YouTube TV) service providers) (MVPDs) for the right to deliver our programming to their customers.

Linear Networks also generates revenues from fees charged to television stations affiliated with ABC Network.

• Subscription fees - Fees charged to customers/subscribers for our DTC streaming services

• Advertising - Sales of advertising time/space at Linear Networks and Direct-to-Consumer

• TV/SVOD distribution - Licensing fees and other revenue for the right to use our film and television productions and revenue from fees charged to customers to view our sports programming (“pay-per-view”) and fees for streaming access to films that are also playing in theaters (“Premier Access”).

TV/SVOD distribution revenue is primarily reported in Content Sales/Licensing, except for pay-per-view and Premier Access revenues, which are reported in Direct-to-Consumer.

• Theatrical distribution - Rentals from licensing our film productions to theaters

• Home entertainment - Sales of our film and television content to retailers and distributors in home video formats

• Other content sales/licensing revenue - Revenues from licensing our music, ticket sales from stage play performances and fees from licensing our intellectual properties (“IP”) for use in stage plays

• Other 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 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 programming rights (including sports rights), amortization of capitalized production costs, subscriber-based fees for programming our Hulu services, production costs related to live programming such as news and sports and amortization of participations and residual obligations.

Programming and production costs also include fees paid to Linear Networks from other DMED businesses for the right to air our linear networks and related services.

These costs are largely incurred across four content creation/licensing groups, as follows:

◦ Studios - Primarily capitalized production costs related to films produced under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures banners

◦ General Entertainment - Primarily internal production of and acquisition of rights to episodic television programs and news content.

Internal content is generally produced by the following television studios:

ABC Signature;

20th Television;

Disney Television Animation;

FX Productions;

and various studios for which we commission productions for our branded channels and DTC streaming services

◦ Sports - Primarily acquisition of professional and college sports programming rights and related production costs

◦ International - Primarily internal production of and acquisition of rights to local content outside the U.S.

• Advertising - Sales of advertising time/space

• TV/VOD distribution - Licensing fees for the right to use our film and episodic content

• Theatrical distribution - Rentals from licensing our films to theaters

• Home entertainment distribution - Sales and rentals of our film and episodic content to retailers and through distributors

• Other revenue - Revenues from licensing our music, ticket sales from stage play performances, fees from licensing our IP for use in stage plays, sales of post-production services and the allocation of consumer products merchandise licensing revenues

The significant expenses of Entertainment are as follows:

• Operating expenses, consisting primarily of programming and production costs, technology support costs, operating labor, distribution costs and costs of sales.

Programming and production costs include the following:

◦ Amortization of capitalized production costs

◦ Amortization of the costs of licensed programming rights

◦ Subscriber-based fees for programming our Hulu Live service, including fees paid by Hulu to the Sports segment and other Entertainment segment businesses for the right to air their linear networks on Hulu Live

◦ Production costs related to live programming (primarily news)

◦ Amortization of participations and residual obligations

◦ Fees paid to the Sports segment to program ESPN on ABC and certain sports content on Star+

• Selling, general and administrative costs, including marketing costs

• Depreciation and amortization

Media and Entertainment Distribution Strategy

The Company has significantly increased its focus on distribution of content via our own DTC streaming services relative to traditional distribution of content.

In general, film content was traditionally distributed first in the theatrical market, followed by the home entertainment market and then in the TV/SVOD market.

In general, episodic television content was traditionally launched on our domestic linear networks and licensed for use globally in other TV/SVOD windows.

Although the Company continues to monetize a significant amount of its content in the traditional manner, our focus on our own DTC distribution has had a number of impacts including but not limited to:

• in some cases, we are producing 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;

• in part because of the impact of COVID-19 on theatrical markets around the world, we may alter our traditional theatrical distribution approach, for example by making a film available on our DTC streaming services at the same time 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 reduce revenue and costs at Content Sales/Licensing and Linear Networks.

Our distribution approach is based on flexibility in our windowing 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 our 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 Networks

The majority of Linear Networks revenue is derived from affiliate fees and advertising sales.

The majority of Linear Networks revenue is derived from affiliate fees and advertising.

The Company’s Linear Networks businesses provide programming under multi-year licensing agreements with MVPDs and/or affiliated television stations that are generally based on contractually specified rates on a per subscriber basis.

The amounts that we can charge to MVPDs for our networks is largely dependent on the quality and quantity of programming that we can provide and the competitive market for programming services.

The amounts that we can charge for our networks are largely dependent on the quality and quantity of programming that we can provide and the competitive market for programming services.

The ability to sell advertising time and the rates received are primarily dependent on the size and nature of the audience that the network can deliver to the advertiser as well as overall advertiser demand.

Linear Networks consist of our domestic and international branded television channels.

Domestic Channels

Our domestic channels include Cable operations comprising Disney, ESPN, Freeform, FX and National Geographic branded channels and Broadcasting operations comprising ABC and eight owned ABC affiliated television stations.

Domestic Linear Networks

ABC Network distributes programming to approximately 240 local affiliated television stations and to our eight owned television stations, which collectively reach almost 100% of U.S.

television households.

ABC Network programming is aired in the primetime, daytime, late night, news and sports “dayparts”.

ESPN programs the sports daypart on the ABC Network, which is branded ESPN on ABC.

ABC Network produces a variety of primetime specials, news and daytime programming.

Disney Channels

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The channel features a mix of live-action and animated programming.

Branded television channels include eight 24-hour domestic television sports channels:

ESPN and ESPN2 (both of which are dedicated to professional and college sports as well as sports news and original programming);

ESPNU (which is dedicated to college sports);

ESPNEWS (which re-airs select 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 of Texas athletics);

ESPN Deportes (which airs professional and college sports as well as studio shows in Spanish);

and ACC Network (which is dedicated to Atlantic Coast Conference college athletics).

In addition, ESPN programs the sports schedule on ABC, which is branded ESPN on ABC.

ESPN also includes the following:

• ESPN.com, which delivers sports news, information and video on internet-connected devices, with approximately 20 editions in five languages globally.

In the U.S., ESPN.com also features live video streams of ESPN channels to authenticated MVPD subscribers.

Non-subscribers have limited access to certain content.

• ESPN app, which is an all-in-one sports content platform, serving fans with a personalized digital destination on streaming devices.

The app content includes news, highlights and real-time interactive features, including real-time scores, play-by-play and fantasy sports scores.

ESPN+ subscribers can access the ESPN+ content from the app.

In the U.S., the app also features live video streams of ESPN’s linear channels and exclusive events to authenticated MVPD subscribers.

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 owned radio stations for an amount that was not material.

In addition, ESPN owns and operates the following events:

ESPYs (annual awards show);

X Games (winter and summer action sports competitions), which were sold in October 2022 for an amount that was not material;

and a portfolio of collegiate sporting events including:

football bowl games, basketball games, softball games and post-season award shows.

ESPN is owned 80% by the Company and 20% by Hearst Corporation (Hearst).

Freeform is a channel targeted to viewers ages 18 to 34 that airs original, Company owned (“library”) and licensed television series, films and holiday programming events.

Branded general entertainment television channels include:

Branded television channels include:

and FXX (collectively FX Channels), which air a mix of original, library and licensed television series and films.

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National Geographic Channels air scripted and documentary programming on such topics as natural history, adventure, science, exploration and culture.

National Geographic, including the magazine and online business reported in Content Sales/Licensing, is owned 73% by the Company and 27% by the National Geographic Society.

The number of subscribers (in millions) for the Company’s significant domestic cable channels are as follows:

The number of subscribers (in millions) for the significant domestic branded channels are as follows:

Subscribers (1)

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Disney Junior (2)

SEC Network (2)

ACC Network (2)

Disney XD (2)

National Geographic Channels

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National Geographic Wild (2)

(1) Based on Nielsen Media Research estimates as of September 2022 (except where noted).

(1) Based on Nielsen Media Research estimates as of September 2023.

Estimates include traditional MVPD and the majority of digital OTT subscriber counts.

(2) Because Nielsen Media Research does not measure this channel, estimated subscribers are according to SNL Kagan as of December 2021.

As of October 1, 2022, ABC 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 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.

(2) The Company renewed its MVPD agreement with an affiliate during September 2023, under which the affiliate will no longer distribute these channels.

Nielsen Media Research estimates as of September 2023 do not reflect the impact of this agreement.

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.

All of our television stations are affiliated with ABC and collectively reach approximately 20% of the nation’s television households.

Our television stations collectively reach approximately 20% of U.S.

television households.

The stations we own are as follows:

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WPVI Philadelphia, PA 4

KGO San Francisco, CA 8

KTRK Houston, TX 7

KGO San Francisco, CA 10

WTVD Raleigh-Durham, NC 23

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Television Household Estimates, January 1, 2023

International Channels

Our International Channels focus on General Entertainment, Sports and/or Family programming and operate under four significant brands:

Our international channels use content from the Company’s various studios, including library titles, as well as content acquired from third parties.

The Company’s increased focus on DTC distribution in international markets is expected to negatively impact the International Channels business as we shift the primary means of monetizing our content from licensing of linear channels to distribution on our DTC platforms.

General Entertainment

The Company operates approximately 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 often thematically branded, 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 most regions internationally.

Star branded channels air a variety of scripted, reality and documentary programming primarily in India.

Channels are also broadcast in other countries in Asia Pacific and Latin America.

In addition, the Company operates UTV and Bindass branded channels principally in India.

UTV Action and UTV Movies offer Bollywood movies as well as Hollywood, Asian and Indian regional movies dubbed in Hindi.

Bindass is a youth entertainment channel.

The Company operates approximately 55 Sports channels outside the U.S.

under the ESPN, Fox and Star brands, which are broadcast in approximately 10 languages and 105 countries/territories.

ESPN branded channels primarily operate in Latin America, Asia Pacific and Europe.

In the Netherlands, the ESPN branded channels are operated by Eredivisie Media & Marketing CV (EMM), which has the media and sponsorship rights of the Dutch Premier League for soccer.

The Company owns 51% of EMM.

Fox branded sports channels primarily operate in Latin America, Asia Pacific and Europe.

Fox Sports Premium, a pay television service in Argentina, airs the matches of the professional soccer league in Argentina.

Star branded sports channels primarily operate in India and certain other countries in Asia Pacific.

Star has rights to various sports programming including cricket, soccer, tennis and field hockey.

The Company operates approximately 75 Family channels outside the U.S.

primarily under the Disney brand, which are broadcast in approximately 25 languages and 175 countries/territories.

As of September 2022, the estimated number of subscribers (in millions) for the Company’s significant international channels, based on internal management reports, are as follows:

Disney Channel 151

Disney Junior 141

National Geographic (1)

International Linear Networks

International Linear Networks use content from the Company’s various studios, including library titles, as well as content acquired from third parties.

The Company operates approximately 285 general entertainment and family channels outside the U.S.

in approximately 40 languages and 190 countries/territories.

General Entertainment

(1) Reflects our estimate of each unique subscriber that has access to one or more of these branded channels.

General Entertainment channels include Fox (which will be rebranded in fiscal 2024, primarily to FX or Star), FX, National Geographic and Star branded channels, which air a variety of scripted, reality and documentary programming.

As of September 2023 and 2022, the estimated number of unique subscribers for our general entertainment channels, based on internal management reports, are 270 million and 315 million, respectively.

Family channels include Disney Channel and Disney Junior, which air a variety of animated and live action original series and movies targeted to kids ages 2 to 14 and their parents and caregivers.

As of September 2023 and 2022, the estimated number of unique subscribers for our family channels, based on internal management reports, are 225 million and 220 million, respectively.

Equity Investments

The Company has investments in media businesses that are accounted for under the equity method, the most significant of which are A+E and CTV Specialty Television, Inc.

The Company’s share of the financial results for these investments is reported as “Equity in the income (loss) of investees, net” in the Company’s Consolidated Statements of Operations.

The most significant equity investment at Linear Networks is A+E.

The Company’s share of A+E’s financial results are reported as “Equity in the income (loss) of investees, net” in the Company’s Consolidated Statements of Operations.

A+E is owned 50% by the Company and 50% by Hearst.

A+E operates a variety of cable channels:

• A&E – which offers entertainment programming including original reality and scripted series

• HISTORY – which offers original series and event-driven specials

• A&E – which generally offers unscripted entertainment programming

• HISTORY – which offers original unscripted series and event-driven specials

• Lifetime and Lifetime Movie Network (LMN) – which offer female-focused programming

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A+E’s networks are distributed internationally under multi-year licensing agreements with MVPDs.

A+E programming is also sold to international television broadcasters and SVOD services.

As of September 2022, the number of domestic subscribers (in millions) for A+E channels are as follows:

A+E programming is also sold to international TV/VOD services.

The number of domestic subscribers (in millions) for A+E channels are as follows:

Subscribers (1)

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Estimates include traditional MVPD and the majority of digital OTT subscriber counts.

ESPN holds a 30% equity interest in CTV, which owns television channels in Canada, including The Sports Networks (TSN) 1-5, Le Réseau des Sports (RDS), RDS2, RDS Info, ESPN Classic Canada, Discovery Canada and Animal Planet Canada.

Direct-to-Consumer

Our DTC businesses are subscription services that provide video streaming of general entertainment, family and sports programming (services 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+, Disney+ Hotstar and Hulu are subscription services that provide video streaming of general entertainment and family programming.

Disney+ and Disney+ Hotstar also provide video streaming of international sports programming.

The services are offered individually or in various bundles, which may include ESPN+ (see Sports segment discussion), to customers directly or through third-party distributors on mobile and internet connected devices.

The majority of Direct-to-Consumer revenue is derived from subscription fees and advertising.

Disney+ (including Star+ in Latin America)

Disney+ is a subscription-based DTC service with Disney, Pixar, Marvel, Star Wars and National Geographic branded programming, which are all top-level selections or “tiles” within the Disney+ interface.

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and Latin America, Disney+ also includes a Star branded tile, which features general entertainment programming.

Disney+ Hotstar is a subscription-based DTC service available in India, Indonesia, Malaysia and Thailand.

Star+ is a standalone DTC service in Latin America with a variety of general entertainment and family content and live sports programming.

Disney+ (including Star+) is also referred to as Disney+ Core.

As of September 30, 2023, the estimated number of paid Disney+ Core subscribers, based on internal management reports, was approximately 113 million.

Disney+ Hotstar

Disney+ Hotstar is a subscription-based DTC service available in India, Indonesia, Malaysia, Philippines and Thailand.

Programming includes television shows, movies, sports and original series in approximately ten languages, in addition to gaming and social features.

Disney+ Hotstar has exclusive streaming rights to cricket from the International Cricket Council (ICC) and the Board of Control 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 sports programming.

Disney+ services use content from the Company’s various studios, including library titles, as well as content acquired from third parties.

The majority of Disney+ revenue is derived from subscription fees.

In addition, Disney+ Hotstar generates advertising revenue and Disney+ generates Premier Access fees.

The Company plans to introduce an ad-supported Disney+ service in the U.S.

in December 2022 and internationally starting in late 2023.

As of October 1, 2022, the estimated number of paid Disney+, Disney+ Hotstar and Star+ subscribers, based on internal management reports, was approximately 164 million.

ESPN+ is a subscription-based DTC service offering thousands of live sporting events, on-demand sports content and original programming.

ESPN+ revenue is derived from subscription fees, pay-per-view fees and, to a lesser extent, advertising sales.

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 for Ultimate Fighting Championship (UFC) pay-per-view events in the U.S.

As of October 1, 2022, the estimated number of paid ESPN+ subscribers, based on internal management reports, was approximately 24 million.

Hearst has a 20% interest in the Company’s DTC sports business.

Hulu is a subscription-based DTC service with general entertainment content from the Company’s various studios as well as content licensed from third parties.

Hulu’s revenue is primarily derived from subscription fees and advertising sales.

Hulu offers SVOD services with or without advertising in addition to a digital OTT MVPD (Live TV) service that is available with either of Hulu’s SVOD services and, since December 2021, includes the Disney+ and ESPN+ DTC services.

Hulu’s Live TV service includes live linear streams of cable networks and the major broadcast networks.

In addition, Hulu offers subscriptions to premium services such as HBOMax, Cinemax, Starz and Showtime, which can be added to the Hulu service.

Certain programming from ABC, Freeform and FX Channels is also available on the Hulu SVOD service one day after airing on these channels.

As of October 1, 2022, the estimated number of paid Hulu subscribers, based on internal management reports, was approximately 47 million.

The Company has a 67% ownership interest in and full operational control of Hulu.

Disney+ Hotstar has exclusive streaming rights to certain cricket programming.

As of September 30, 2023, the estimated number of paid Disney+ Hotstar subscribers, based on internal management reports, was approximately 38 million.

Disney+ Core and Disney+ Hotstar offer content from the Company’s various studios, including library titles, as well as content acquired from third parties.

The majority of Disney+ Core and Disney+ Hotstar revenue is derived from subscription fees and, to a lesser extent, Advertising.

The Company launched an ad-supported Disney+ service in the U.S.

in December 2022 and in select European markets and in Canada in November 2023.

The Company plans to launch an ad-supported Disney+ service in additional international markets in calendar 2024.

Hulu is a domestic subscription-based DTC service with general entertainment content from the Company’s various studios as well as content licensed from third parties.

Hulu’s revenue is primarily derived from subscription fees and Advertising.

Hulu offers subscription VOD (SVOD) services with or without advertising in addition to a digital OTT MVPD (Live TV) service.

The Live TV service is available with either of Hulu’s SVOD services and includes live linear streams of cable networks and the major broadcast networks.

In addition, Hulu offers subscriptions to premium services such as Max, Cinemax, Starz and Showtime, which can be added to the Hulu service.

Certain programming from ABC Network, Freeform and FX Channels is also available on the Hulu SVOD service one day after the linear airing on these channels.

As of September 30, 2023, the estimated number of paid Hulu subscribers, based on internal management reports, was approximately 49 million.

The Company has 67% ownership and full operational control of Hulu.

NBC Universal (NBCU) owns the remaining 33% of Hulu.

The Company has a put/call agreement with NBCU, which provides NBCU the option to require the Company to purchase NBCU’s interest in Hulu and the Company the option to require NBCU to sell its interest in Hulu to the Company, in both cases, beginning in January 2024 (see Note 2 of the Consolidated Financial Statements for additional information).

In November 2023, NBCU exercised its put right to require the Company to purchase NBCU’s interest in Hulu (see Note 2 of the Consolidated Financial Statements for additional information).

Content Sales/Licensing and Other

The majority of Content Sales/Licensing revenue is derived from TV/SVOD, theatrical and home entertainment distribution.

In addition, revenue is generated from music distribution and stage plays.

The Company also publishes National Geographic magazine and provides post-production services through Industrial Light & Magic and Skywalker Sound.

These activities are reported with Content Sales/Licensing.

TV/SVOD Distribution

Although 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 service providers for distribution to viewers on television or a variety of internet-connected devices, including through other DTC services.

The majority of Content Sales/Licensing revenue is derived from TV/VOD, theatrical and home entertainment distribution.

In addition, revenue is generated from music distribution, stage plays and post-production services through Industrial Light & Magic and Skywalker Sound.

The Company also publishes National Geographic magazine, which is reported with Content Sales/Licensing.

TV/VOD Distribution

We license our content to third-party television networks, television stations and other video service providers for distribution to viewers on television or a variety of internet-connected devices, including through other DTC services.

Theatrical Distribution

The Company licenses full-length live-action and animated films from the Company’s Studio production groups to theaters globally.

Cumulatively through October 1, 2022, the Company has released approximately 1,100 full-length live-action films and 100 full-length animated films.

The Company licenses full-length live-action and animated films to theaters globally.

Cumulatively through September 30, 2023, the Company has released approximately 1,100 full-length live-action films and 100 full-length animated films.

In the domestic and most major international markets, we generally distribute and market our films directly.

In certain international markets our films are distributed by independent companies.

During fiscal

2023, we expect to release approximately 20 films, although we may choose to distribute certain films exclusively on our DTC streaming services in certain territories.

In some territories, certain films may be exclusively distributed on our DTC streaming services.

During fiscal 2024, we expect to release approximately 15 films, although the ultimate number of releases will depend on when productions resume following the writers/actors’ work stoppages.

The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film in an effort to generate public awareness of the film, to increase the public’s intent to view the film and to help generate consumer interest in the subsequent home entertainment and other ancillary markets.

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Home Entertainment Distribution

We distribute the Company’s film and episodic television content in home entertainment markets in physical (DVD and Blu-ray disc) and electronic formats globally.

Domestically, we distribute directly to retailers and wholesalers.

Internationally, we distribute directly and through independent 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, such as Comcast and DirecTV.

We distribute the Company’s film and episodic content in home entertainment markets on DVD and Blu-ray disc, through electronic home video licenses and VOD rentals globally.

Domestically and internationally, we distribute directly to retailers and through independent distribution companies.

Electronic formats of our film and episodic content may be purchased through e-tailers such as Apple and Amazon, and MVPDs, such as Comcast and DirecTV, and physical formats are generally sold to retailers, such as Walmart and Target.

The Company also operates Disney Movie Club, which sells DVD/Blu-ray discs directly to consumers in the U.S.

Distribution of film content in the home entertainment window generally starts within three months after the theatrical release.

Electronic formats may be released 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 that can be purchased prior to, during and after the broadcast season with individual episodes typically available to season pass customers shortly after the initial airing of the show in each territory.

Individual episodes are also available for digital purchase shortly 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 the home 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 Apple and Amazon) for electronic delivery to consumers for a specified rental period.

Electronic formats are typically available approximately four to eight weeks ahead of the physical release.

We also license titles to VOD e-tailers concurrent with physical home entertainment distribution.

Distribution of episodic content in the home entertainment window includes electronic sales of season passes that can be purchased prior to, during and after the broadcast season with individual episodes typically available to season pass customers shortly after the initial airing of the show in each territory.

Access to individual episodes is also available for electronic purchase shortly after the initial airing in each territory.

Disney Theatrical Group

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Disney Theatrical Group also licenses the Company’s IP to Feld Entertainment, the producer of Disney On Ice and Marvel Universe Live!

Music Distribution

The Disney Music Group (DMG) commissions new music for the Company’s motion pictures and television programs and develops, produces, markets and distributes the Company’s music worldwide either directly or through license agreements.

DMG also licenses the songs and recording copyrights to third parties for printed music, records, audio-visual devices, public performances and digital distribution and produces live musical concerts.

DMG labels include Walt Disney Records and Hollywood Records.

Disney Music Group

The Disney Music Group encompasses all aspects of the Company’s music commercialization and marketing including:

recorded music (Walt Disney Records and Hollywood Records);

music publishing;

and concerts.

Disney Music Group distributes music both physically and digitally and also licenses music throughout the world in various forms of media, including:

and consumer products.

Equity Investment

The Company has a 30% effective interest in Tata Play Limited, which operates a direct-to-home satellite distribution platform in India.

The 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 capitalized and allocated to the distribution platform utilizing the content.

Marvel licensed rights to produce and distribute Spider-Man films to Sony Pictures Entertainment (Sony) prior to the Company’s fiscal 2010 acquisition of Marvel.

In general, Sony incurs the costs to produce and distribute Spider-Man films and the Company licenses the merchandise rights to third parties.

The Company pays Sony a licensing fee based on each film’s box office receipts, subject to specified limits.

In general, the Company distributes other Marvel-produced films.

The Studios film library includes content from approximately 100 years of production history, as well as acquired film libraries and totals approximately 5,100 live-action titles and 400 animation titles.

The library includes approximately 50 movies and approximately 30 series that the Studios group produced for initial distribution on our DTC platforms.

In fiscal 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 Entertainment

Content produced by General Entertainment primarily consists of original episodic television programs, network news and daytime/nighttime content.

General Entertainment also acquires episodic television programming rights.

Original content is generally produced by the following Company owned television studios:

Content Production and Acquisition

Produced content primarily consists of original films and episodic programs, network news and daytime/nighttime content and licensed content includes acquired episodic programming rights.

Original content is generally produced under the following banners:

ABC Signature;

20th Television;

Disney Branded Television;

FX Productions;

and National Geographic Studios.

Original content is also commissioned by General Entertainment and produced by various other third-party studios.

Costs to produce original content are generally capitalized and allocated to the distribution platform utilizing the content.

National Geographic Studios;

Searchlight Pictures;

Twentieth Century Studios;

20th Television;

and Walt Disney Pictures.

Original content is also commissioned and produced by various third-party studios.

Program development is carried out in collaboration with writers, producers and creative teams.

General Entertainments television programming library includes content from approximately 70 years of production history.

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-scripted series, 15 half-hour animated series and 10 half-hour live-action series.

The library includes 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 original programs, most of which will include multiple episodes.

Productions generally include comedies, dramas, animations, documentaries, specials, made for TV movies, shorts and network news content.

The vast majority of programming will be used on our Linear Networks and/or our DTC platforms.

Programming is also produced for third-parties, many of which have domestic linear distribution rights, while the Company has SVOD and international distribution rights.

The Company has various professional and college sports programming rights, which the Sports group uses to produce content aired on our Linear Networks and distributed on our DTC platforms, including live events, sports news and original content.

In the U.S., rights include college football (including bowl games and the College Football Playoff) and basketball, the National Basketball Association (NBA), the National Football League (NFL), MLB, US Open Tennis, the Professional Golfers’ Association (PGA) Championship, the Women’s National Basketball Association (WNBA), soccer, Top Rank Boxing, the Wimbledon Championships, the Masters golf tournament, mixed martial arts and the National Hockey League (NHL).

Internationally, rights include various cricket events (for which the Company has the global distribution rights to certain events) and soccer (including English Premier League, LaLiga, Bundesliga and multiple UEFA leagues).

International

The International group focuses on the development and production of locally created and relevant entertainment and sports content to support growth across the Company’s portfolio of streaming services.

In addition, this group also oversees international media operations, including international linear channels, local advertising sales and local content sales and distribution.

International has produced approximately 150 movies and series for initial distribution on the DTC platforms worldwide.

Costs to produce content are generally capitalized and allocated across Entertainment’s businesses based on the estimated relative value of the distribution windows.

Generally, the Company has full production and distribution rights to its IP.

However, prior to the Company’s acquisition of Marvel, Sony Pictures Entertainment licensed from Marvel the rights to produce and distribute Spider-Man films in all windows except for the merchandise rights, which the Company retains.

The Company has a significant library of content spanning approximately 100 years of production history as well as acquired libraries.

The library of content includes approximately 5,100 live-action film titles and 400 animated film titles, as well as episodic series with four or more seasons (approximately 75 dramas, 55 comedies, 35 non-scripted series, 15 animated series and 10 live-action series).

In addition, the library includes approximately 100 series and 65 films that were produced for initial distribution on our DTC platforms.

In fiscal 2024, the Company plans to produce or commission approximately 225 episodic and film titles, although the ultimate number will depend on when productions resume following the writers/actors’ work stoppages.

The vast majority of our productions will be distributed on our Linear Networks and/or DTC platforms or theatrically.

Programming is also produced for third parties, which typically have domestic linear distribution rights while the Company retains domestic VOD and international distribution rights.

We also license, acquire or produce local content for use in various countries/territories.

Competition and Seasonality

The Company’s Linear Networks and DTC streaming services compete for viewers primarily with other television networks, independent television stations and other media, such as other DTC streaming services and video games.

With respect to the sale of advertising time, we compete with other television networks, independent television stations, MVPDs and other advertising media such as digital content, newspapers, magazines, radio and billboards.

Linear Networks and Direct-to-Consumer compete for viewers’ attention and audience share primarily with other television networks, independent television stations and other media, such as other DTC streaming services, social media and video games.

With respect to the sale of advertising time, we compete with other television networks, independent television stations, MVPDs, other DTC streaming services and other advertising media such as digital content, newspapers, magazines, radio and billboards.

Our television and radio stations primarily compete for audiences and advertisers in local market areas.

The Company’s Linear Networks compete with other networks for carriage by MVPDs.

Linear Networks compete with other networks for carriage by MVPDs.

The Company’s contractual agreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of business.

Consolidation and other market conditions in the cable, satellite and telecommunication distribution industry and other factors may adversely affect the Company’s ability to obtain and maintain contractual terms for the distribution of its various programming services that are as favorable as those currently in place.

The Content Sales/Licensing businesses compete with all forms of entertainment.

A significant number of companies produce and/or distribute theatrical and television content, distribute products in the home entertainment market, provide pay television and SVOD services, and produce music and live theater.

Consolidation and other market conditions in the cable, satellite and telecommunication distribution industry, including subscriber trends, and other factors may adversely affect the Company’s ability to obtain and maintain contractual terms for the distribution of its various programming services that are as favorable as those currently in place.

Content Sales/Licensing businesses compete with all forms of entertainment and a significant number of companies produce and/or distribute theatrical and episodic content, distribute products in the home entertainment market, provide pay TV/VOD services, and produce music and live theater.

The operating results of Content Sales/Licensing fluctuate due to the timing and performance of releases in the theatrical, home entertainment and television markets.

Release dates are determined by several factors, including competition and the timing of vacation and holiday periods.

The Company’s websites and digital products compete with other websites and entertainment products.

We also compete with other media and entertainment companies, independent production companies and SVOD services for the acquisition of sports rights, creative and performing talent, story properties, show concepts, scripted and other programming, advertiser support and exhibition outlets 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 in viewership levels and the demand for sports programming.

We also compete with other media and entertainment companies, independent production companies and VOD services for creative and performing talent, story properties, show concepts, scripted and other programming, advertiser support, production facilities and exhibition outlets that are essential to the success of our Entertainment businesses.

Advertising revenues at Linear Networks and Direct-to-Consumer are subject to seasonal advertising patterns and changes in viewership levels.

In general, domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months.

In addition, advertising revenues generated from sports programming are impacted by the timing of sports seasons and events, which varies throughout the year or may take place periodically (e.g.

Affiliate revenues vary with the subscriber trends of MVPDs.

The Sports segment generally encompasses the Company’s sports-focused global television and DTC video streaming content production and distribution activities.

The significant lines of business within Sports are as follows:

• ESPN (generally owned 80% by the Company)

▪ Eight ESPN-branded television channels

▪ ESPN on ABC (sports programmed on the ABC Network by ESPN)

▪ ESPN+ DTC video streaming service

◦ International:

ESPN-branded channels outside of the U.S.

Star-branded sports channels in India

The significant revenues of Sports are as follows:

• Affiliate fees

• Advertising

• Subscription fees

• Other revenue - Fees from the following activities:

pay-per-view events on ESPN+, sub-licensing of sports rights, programming ESPN on ABC and licensing the ESPN brand

The significant expenses of Sports are as follows:

• Operating expenses, consisting primarily of programming and production costs, technology support costs, operating labor and distribution costs.

Programming and production costs include amortization of licensed sports rights and production costs related to live sports and other sports-related programming.

• Selling, general and administrative costs, including marketing costs

• Depreciation and amortization

Domestic ESPN

Branded television channels include eight 24-hour domestic television sports channels:

ESPN and ESPN2 (both of which are dedicated to professional and college sports as well as sports news and original programming);

ESPNU (which is dedicated to college sports);

ESPNEWS (which re-airs select ESPN studio shows and airs a variety of other programming);

SEC Network (which is dedicated to Southeastern Conference college athletics);

ACC Network (which is dedicated to Atlantic Coast Conference college athletics);

ESPN Deportes (which airs professional and college sports as well as studio shows in Spanish);

and Longhorn Network (which is dedicated to The University of Texas athletics).

In addition, ESPN programs ESPN on ABC and recognizes the direct revenues and costs for this programming and receives a fee from the ABC Network, which is eliminated in consolidation.

The Company has various sports programming rights, which are used to produce content aired on ESPN television networks and ESPN+, including live events and sports news.

Rights include the National Football League (NFL), college football (including bowl games and the College Football Playoff) and basketball, the National Basketball Association (NBA), mixed martial arts, Major League Baseball (MLB), the National Hockey League (NHL), soccer, Top Rank Boxing, US Open Tennis, the Masters golf tournament, the Wimbledon Championships, the Professional Golfers’ Association (PGA) Championship and the Women’s National Basketball Association (WNBA).

The number of subscribers (in millions) for the significant domestic branded channels are as follows:

SEC Network (2)

ACC Network (2)

(1) Based on Nielsen Media Research estimates as of September 2023.

Estimates include traditional MVPD and the majority of digital OTT subscriber counts.

(2) Because Nielsen Media Research does not measure this channel, estimated subscribers are according to SNL Kagan as of December 2022.

ESPN+ is a domestic subscription-based DTC service offering thousands of live sporting events, on-demand sports content and other original programming.

The service is offered individually or in various bundles with Disney+ and Hulu to customers directly or through third-party distributors on mobile and internet connected devices.

ESPN+ revenue is derived from subscription fees, pay-per-view fees and, to a lesser extent, advertising.

Live events available through the service include mixed martial arts, soccer, hockey, boxing, baseball, college sports, golf, tennis and cricket.

ESPN+ is currently the exclusive distributor for Ultimate Fighting Championship (UFC) pay-per-view events in the U.S.

As of September 30, 2023, the estimated number of paid ESPN+ subscribers, based on internal management reports, was approximately 26 million.

International ESPN

The Company operates approximately 40 ESPN branded sports channels outside the U.S.

in 4 languages and approximately 105 countries/territories.

Channels previously branded Fox are now branded ESPN.

In the Netherlands, the ESPN branded channels are operated by Eredivisie Media & Marketing CV (EMM) (owned 51% by the Company), which has the media and sponsorship rights of the Dutch Premier League for soccer.

Rights include various soccer leagues (including English Premier League, LaLiga, Bundesliga and multiple UEFA leagues).

As of September 2023, the estimated number of subscribers to ESPN branded channels outside the U.S., based on internal management reports, was approximately 59 million.

The Company operates 10 Star branded sports channels in India, in 4 languages.

Star has rights to various sports programming, primarily cricket and soccer.

As of September 2023, the estimated number of subscribers to Star branded channels, based on internal management reports, was 82 million.

Equity Investments

The most significant equity investment at Sports is a 30% interest in CTV Specialty Television, Inc.

The Company’s share of CTV’s financial results is reported as “Equity in the income (loss) of investees, net” in the Company’s Consolidated Statements of Operations.

CTV operates television networks in Canada, including The Sports Networks (TSN) 1-5, Le Réseau des Sports (RDS), RDS2, RDS Info, Discovery Canada, Discovery Science and Animal Planet Canada.

In fiscal 2023, the Company entered into an agreement with PENN Entertainment, Inc.

(PENN), under which the Company will earn advertising and licensing revenues from providing promotional services and the ESPN BET trademark to PENN in connection with its operation of a sportsbook.

In addition, the Company received warrants to purchase equity in PENN, which vest over the term of the agreement.

The warrants are recorded at fair market value and adjustments to fair market value are reported as “Interest expense, net” in the Company’s Consolidated Statements of Operations.

Competition and Seasonality

Sports competes for viewers’ attention and audience share primarily with other television networks, independent television stations and other media, such as other DTC streaming services, social media and video games.

The Sports television networks compete with other networks for carriage by MVPDs.

The Company’s contractual agreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of business.

We also compete with other media and entertainment companies and VOD services for sports rights, creative and performing talent and other programming, advertiser support and production facilities that are essential to the success of our Sports businesses.

Advertising revenues are subject to changes in viewership levels and the demand for sports programming.

Advertising revenues generated from sports programming are also impacted by the timing of sports seasons and events, which timing may vary throughout the year or may take place periodically (e.g.

biannually, quadrennially).

Affiliate revenues vary with the subscriber trends of MVPDs.

Federal Regulation

Television 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 can result in substantial monetary fines, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of 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 the FCC.

These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire in order to continue operating the stations.

We (and the acquiring entity in the case of a divestiture) must also obtain FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a station.

The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay renewals while permitting a licensee to continue operating.

Although we have received such renewals and approvals in the past or have been permitted to continue operations when renewal is delayed, there can be no assurance that this will be the case in the future.

• Television and radio station ownership limits .

The FCC imposes limitations on the number of television stations and radio stations we can own in a specific market, on the combined number of television and radio stations we can own in a single market and on the aggregate percentage of the national audience that can be reached by television stations we own.

◦ FCC regulations may restrict our ability to own more than one television station in a market, depending on the size and 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 national audience.

Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our eight 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 in the markets in which we own radio stations.

We do not believe any such limitations are material to our current operating plans.

• Dual networks .

FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox and 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 advertising and imposing commercial time limits during children’s 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 cable channels during programming designed for children 12 years of age and younger.

In addition, broadcast stations are generally 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 of age and younger.

FCC rules also give television station owners the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.

• Cable and satellite carriage of broadcast television stations.

With respect to MVPDs operating within a television station’s Designated Market Area, FCC rules require that every three years each television station elect either “must carry” status, pursuant to which MVPDs generally must carry a local television station in the station’s market, or “retransmission consent” status, pursuant to which the MVPDs must negotiate with the television station to obtain the consent of the television station prior to carrying its signal.

The ABC owned television stations have historically elected retransmission consent.

• Cable and satellite carriage of programming.

The Communications Act and FCC rules regulate some aspects of negotiations between programmers and distributors regarding the carriage of networks by cable and satellite distribution companies, and some cable and satellite distribution companies have sought regulation of additional aspects of the carriage of programming on their systems.

New legislation, court action or regulation in this area could have an impact on the Company’s operations.

The foregoing is a brief summary of certain provisions of the Communications Act, other legislation and specific FCC rules and policies.

Reference should be made to the Communications Act, other legislation, FCC rules and public notices and rulings of the FCC for further information concerning the nature and extent of the FCC’s regulatory authority.

FCC laws and regulations are subject to change, and the Company generally cannot predict whether new legislation, court action or regulations, or a change in the extent of application or enforcement of current laws and regulations, would have an adverse impact on our operations.

DISNEY PARKS, EXPERIENCES AND PRODUCTS

The operations of DPEP’s significant lines of business are as follows:

The significant lines of business within Experiences are as follows:

• Parks & Experiences:

◦ Theme parks and resorts, which include:

▪ Theme parks and resorts:

• Walt Disney World Resort in Florida

• Disneyland Resort in California

▪ Experiences:

• Disney Cruise Line

• Disney Vacation Club

• National Geographic Expeditions (owned 73% by the Company) and Adventures by Disney

• Aulani, a Disney Resort & Spa in Hawaii

◦ International:

▪ Theme parks and resorts:

• 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 a 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 & Spa in Hawaii

• Hong Kong Disneyland Resort (48% ownership interest and consolidated in our financial results)

• Shanghai Disney Resort (43% ownership interest and consolidated in our financial results)

• In addition, the Company licenses its IP to a third party to operate Tokyo Disney Resort

• Consumer Products:

◦ Licensing of our trade names, characters, visual, literary and other IP to various manufacturers, game developers, publishers and retailers throughout the world, for use on merchandise, published materials and games

◦ Sale of branded merchandise through online, retail and wholesale businesses, and development and publishing of books, comic books and magazines (except National Geographic magazine, which is reported in DMED)

The significant revenues of DPEP are as follows:

The significant revenues of Experiences are as follows:

• Theme park admissions - Sales of tickets for admission to our theme parks and for premium access to certain attractions (e.g.

Genie+ and Lightning Lane)

• Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts and cruise ships

• Resorts and vacations - Sales of room nights at hotels, sales of cruise and other vacations and sales and rentals of vacation club properties

• Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts and cruise ships

• Merchandise licensing and retail:

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• Parks licensing and other - Revenues from sponsorships and co-branding opportunities, real estate rent and sales and royalties earned on Tokyo Disney Resort revenues

The significant expenses of DPEP are as follows:

The significant expenses of Experiences are as follows:

• Operating expenses, consisting primarily of operating labor, costs of goods sold, infrastructure costs, supplies, commissions and entertainment offerings.

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• In recent years, the majority of the Company’s capital spend has been at our parks and experiences business, which is principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and systems infrastructure.

The various investment plans discussed in the “Parks & Experiences” section are based on management’s current expectations.

Actual investment may differ.

Parks & Experiences

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a retail, dining and entertainment complex (Disney Springs);

a sports complex;

conference centers;

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Each land provides a unique guest experience featuring themed attractions, restaurants, merchandise shops and entertainment experiences.

Tomorrowland is currently undergoing an expansion including the Tron Lightcycle/Run, which is scheduled to open in Spring 2023.

EPCOT — EPCOT consists of four major themed areas:

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Countries represented with pavilions include Canada, China, France, Germany, Italy, Japan, Mexico, Morocco, Norway, the United Kingdom and the U.S.

EPCOT is undergoing a multi-year transformation, which includes the addition of Guardians of the Galaxy:

Cosmic Rewind, which opened in the summer of 2022 and Journey of Water, inspired by Moana, which is scheduled to open late 2023.

The Journey of Water, inspired by Moana, opened in October 2023 as part of a multi-year transformation at EPCOT.

Disney’s Hollywood Studios — Disney’s Hollywood Studios consists of eight themed areas:

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The park features more than 300 species of live mammals, birds, reptiles and amphibians and 3,000 varieties of vegetation.

Hotels, Vacation Club Properties and Other Resort Facilities — As of October 1, 2022, the Company owned and operated 19 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 23,000 rooms and 3,600 vacation club units.

Hotels, Vacation Club Properties and Other Resort Facilities — As of September 30, 2023, the Company owned and operated 18 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 23,000 rooms and 3,600 vacation club units.

Resort facilities include 500,000 square feet of conference meeting space and Disney’s Fort Wilderness camping and recreational area, which offers approximately 800 campsites.

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These areas feature themed attractions, restaurants, merchandise shops and entertainment experiences.

Mickey’s Toontown is currently undergoing an expansion and transformation, including the addition of Mickey and Minnie’s Runaway Railway, which is scheduled to open in early 2023.

Disney California Adventure — Disney California Adventure is adjacent to Disneyland and includes eight themed areas:

Avengers Campus, Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Pacific Wharf (which will be transformed into San Fransokyo from Big Hero 6 ), Paradise Gardens Park and Pixar Pier.

Avengers Campus, Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Paradise Gardens Park, Pixar Pier and San Fransokyo Square.

These areas include themed attractions, restaurants, merchandise shops and entertainment experiences.

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Aulani, a Disney Resort & Spa

Aulani, a Disney Resort & Spa, is a Company-operated family resort on a 21-acre oceanfront property on Oahu, Hawaii featuring approximately 350 hotel rooms, an 18,000-square-foot spa and 12,000 square feet of conference meeting space.

Aulani, a Disney Resort & Spa is a family resort on a 21-acre oceanfront property on Oahu, Hawaii featuring approximately 350 hotel rooms, an 18,000-square-foot spa and 12,000 square feet of conference meeting space.

The resort also has approximately 480 vacation club units.

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and a 27-hole golf facility.

Of the 5,200 acres comprising the site, approximately half have been developed to date, including a planned community (Val d’Europe) and an eco-tourism destination (Villages Nature).

Of the 5,200 acres comprising the site, approximately half have been developed to date, including a planned community (Val d’Europe).

Disneyland Park — Disneyland Park consists of five themed areas:

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Walt Disney Studios 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.

Front Lot, Production Courtyard, Toon Studio, Worlds of Pixar and Avengers Campus.

These areas each include themed attractions, restaurants, merchandise shops and entertainment experiences.

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Third parties operate these developments on land leased or purchased from the Company.

Villages Nature is an eco-tourism resort that consists of recreational facilities, restaurants and 900 vacation units.

The resort is a 50% joint venture between the Company and Pierre & Vacances-Center Parcs, which manages the venture.

Hong Kong Disneyland Resort

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The Company is entitled to receive royalties and management fees based on the operating performance of Hong Kong Disneyland Resort.

Hong Kong Disneyland — Hong Kong Disneyland consists of seven themed areas:

Adventureland, Fantasyland, Grizzly Gulch, Main Street USA, Mystic Point, Tomorrowland and Toy Story Land.

Hong Kong Disneyland — Hong Kong Disneyland consists of eight themed areas:

Adventureland, Fantasyland, Grizzly Gulch, Main Street USA, Mystic Point, Tomorrowland, Toy Story Land and World of Frozen, which opened in November 2023.

These areas feature themed attractions, restaurants, merchandise shops and entertainment experiences.

The park is in the midst of a multi-year expansion project that includes a Frozen-themed area, expected to open in 2023.

Hotels — Hong Kong Disneyland Resort includes three themed hotels with a total of 1,750 rooms and approximately 16,000 square feet of conference meeting space.

Hotels — Hong Kong Disneyland Resort includes three themed hotels with approximately 1,750 rooms and 16,000 square feet of conference meeting space.

Shanghai Disney Resort

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These areas feature themed attractions, shows, restaurants, merchandise shops and entertainment experiences.

The Company is constructing an eighth themed area based on the animated film Zootopia .

Hotels and Other Facilities — Shanghai Disneyland Resort includes two themed hotels with a total of 1,220 rooms.

The Company is constructing an eighth themed area based on the animated film Zootopia , which is scheduled to open in late calendar 2023.

Hotels and Other Facilities — Shanghai Disneyland Resort includes two themed hotels with approximately 1,200 rooms.

Disneytown is an 11-acre outdoor complex of dining, shopping and entertainment venues located adjacent to Shanghai Disneyland.

Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.

The Company is currently constructing a third themed hotel, which will have approximately 400 rooms.

Tokyo Disney Resort

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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 an additional 135 units at The Villas at Disneyland Hotel in 2023.

The Company also plans to open additional units at Disney’s Polynesian Village Resort in late 2024.

DVC had approximately 4,500 vacation club units as of September 30, 2023, including The Villas at Disneyland Hotel, which opened in September 2023.

The Company plans to open The Cabins at Disney’s Fort Wilderness Resort - A Disney Vacation Club Resort and additional units at Disney’s Polynesian Village Resort in 2024.

Storyliving by Disney

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Disney Cruise Line

Disney Cruise Line is a five-ship vacation cruise line, which operates out of ports in North America and Europe.

Disney Cruise Line is a five-ship vacation cruise line, which operates out of ports in North America, Europe and the South Pacific.

The Disney Magic and the Disney Wonder are 85,000-ton 875-stateroom ships;

the Disney Dream and the Disney Fantasy are 130,000-ton 1,250-stateroom ships;

and the Disney Wish, launched in July 2022, is a 140,000-ton 1,250-stateroom ship.

and the Disney Wish is a 140,000-ton 1,250-stateroom ship.

The ships cater to families, children, teenagers and adults, with themed areas and activities for each group.

Many cruise vacations include a visit to Disney’s Castaway Cay, a 1,000-acre private Bahamian island.

Disney Cruise Line is adding the Disney Treasure and a seventh ship, which are to be delivered from the shipyard in fiscal 2025 and fiscal 2026, respectively.

Both of these ships will be approximately 140,000 tons with 1,250 staterooms and will be powered by liquefied natural gas.

In November 2022, the Company purchased a partially completed ship for an amount that is not material.

The ship will be approximately 200,000 tons.

Disney Cruise Line will incur the cost to complete construction with total costs anticipated to be less than our recent fleet additions.

This ship is expected to be delivered in 2025.

The Company has approximately 550 acres of land at Lighthouse Point on the island of Eleuthera, which is scheduled to open as a Disney Cruise Line destination in 2024.

Disney Cruise Line is adding the Disney Treasure , the Disney Adventure and an eighth ship.

The Disney Treasure and the Disney Adventure are scheduled to be delivered from the shipyard in fiscal 2025 and the eighth ship is scheduled to be delivered in fiscal 2026.

The Disney Treasure and eighth ship will be approximately 140,000 tons with 1,250 staterooms.

The Disney Adventure will be approximately 200,000 tons with approximately 2,100 staterooms and will operate in Southeast Asia.

Disney Lookout Cay at Lighthouse Point on the island of Eleuthera is scheduled to open as a Disney Cruise Line destination in the summer of 2024.

Adventures by Disney and National Geographic Expeditions

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Walt Disney Imagineering

Walt 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 Products

The Company’s merchandise licensing operations cover a diverse range of product categories, the most significant of which are:

toys, apparel, games, home décor and furnishings, accessories, food, books, health and beauty, stationery, footwear, magazines and consumer electronics.

toys, apparel, games, home décor and furnishings, accessories, health and beauty, food, books, stationery, footwear, magazines and consumer electronics.

The Company licenses characters from its film, television and other properties for use on third-party products in these categories and earns royalties, which are usually based on a fixed percentage of the wholesale or retail selling price of the products.

Some of the major properties licensed by the Company include:

Mickey and Friends, Star Wars, Spider-Man, Disney Princess, Avengers, Frozen, Toy Story, Winnie the Pooh and Cars.

Mickey and Friends, Star Wars, Spider-Man, Disney Princess, Avengers, Frozen, Toy Story, Winnie the Pooh and Lilo & Stitch.

The Company sells Disney-, Marvel-, Pixar- and Lucasfilm-branded products through shopDisney branded internet sites and Disney Store branded retail locations.

At October 1, 2022, the Company owns and operates approximately 40 stores in Japan, 20 stores in North America, three stores in Europe and one store in China.

At September 30, 2023, the Company owns and operates approximately 40 stores in Japan, 20 stores in North America, two stores in Europe and one store in China.

The Company creates, distributes and publishes a variety of products in multiple countries and languages based on the Company’s branded franchises.

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Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods.

In addition, theme park and resort revenues may be higher during significant celebrations such as theme park or character anniversaries and lower in the periods following such celebrations.

The licensing, retail and wholesale businesses are influenced by seasonal consumer purchasing behavior, which generally results in higher revenues during the Company’s first and fourth fiscal quarter, and by the timing and performance of theatrical and game releases and cable programming broadcasts.

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Risks related to the protection and exploitation of IP rights and information concerning the expiration of certain of our copyrights are set forth in Item 1A – Risk Factors.

FEDERAL REGULATION — ENTERTAINMENT AND SPORTS

Television broadcasting is subject to extensive regulation by the Federal Communications Commission (FCC) under federal laws and regulations, including the Communications Act of 1934, as amended.

Violation of FCC regulations can result in substantial monetary fines, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of a license.

FCC regulations that affect linear channels include the following:

• Licensing of television stations .

Each of the television stations we own must be licensed by the FCC.

These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire in order to continue operating the stations.

We (and the acquiring entity in the case of a divestiture) must also obtain FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a station.

The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay renewals while permitting a licensee to continue operating.

• Station ownership limits .

The FCC imposes limitations on the number of television stations and radio stations an entity can own in a specific market, on the combined number of television and radio stations an entity can own in a single market and on the aggregate percentage of the national audience that can be reached by television stations.

◦ FCC regulations may restrict our ability to own more than one television station in a market, depending on the size and 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 national audience.

Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our eight stations reach approximately 20% of the national audience.

• Dual networks .

FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox and NBC — from being under common ownership or control.

• Regulation of 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 cable channels during programming designed for children 12 years of age and younger.

• Cable and satellite carriage of broadcast television stations.

The ABC owned television stations have historically elected retransmission consent.

• Cable and satellite carriage of programming.

New legislation, court action or regulation in this area could have an impact on the Company’s operations.

The foregoing is a brief summary of certain provisions of the Communications Act, other legislation and specific FCC rules and policies.

AVAILABLE INFORMATION

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business