ACCOUNTING-ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended September 27, 2014Commission File Number 1-11605Incorporated in Delaware500 South Buena Vista Street, Burbank, California 91521(818) 560-1000I.R.S. Employer IdentificationNo.95-4545390Securities Registered Pursuant to Section 12(b) of the Act:Name of Each Exchangeon Which RegisteredNew York Stock ExchangeTitle of Each ClassCommon Stock, $.01 par valueSecurities Registered Pursuant to Section 12(g) of the Act: None.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. YesNoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past90 days. YesNoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). YesNoIndicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company”in Rule 12b-2 of the Exchange Act (Check one).Large accelerated filerAccelerated filerNon-accelerated filer (do not check if smaller reporting company)Smaller reporting companyIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNoThe aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day ofthe registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-CompositeTransactions) was $137.5 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13D withthe Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose ofthe foregoing calculation, to be “affiliates” of the registrant.There were 1,695,710,842 shares of common stock outstanding as of November 13, 2014.Documents Incorporated by ReferenceCertain information required for Part III of this report is incorporated herein by reference to the proxy statement for the2015 annual meeting of the Company’s shareholders.THE WALT DISNEY COMPANY AND SUBSIDIARIESTABLE OF CONTENTSPagePART IITEM 1.Business1ITEM 1A.Risk Factors17ITEM 1B.Unresolved Staff Comments21ITEM 2.Properties22ITEM 3.Legal Proceedings23ITEM 4.Mine Safety Disclosures23Executive Officers of the Company23PART IIITEM 5.Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities24ITEM 6.Selected Financial Data25ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk54ITEM 8.Financial Statements and Supplementary Data55ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55ITEM 9A.Controls and Procedures55ITEM 9B.Other Information55PART IIIITEM 10.Directors, Executive Officers and Corporate Governance56ITEM 11.Executive Compensation56ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56ITEM 13.Certain Relationships and Related Transactions, and Director Independence56ITEM 14.Principal Accounting Fees and Services56PART IVITEM 15.Exhibits and Financial Statement Schedules57SIGNATURES60Consolidated Financial Information — The Walt Disney Company61TABLE OF CONTENTSPART IITEM 1. BusinessThe Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company withoperations in five business segments: Media Networks, Parks and Resorts, Studio Entertainment, Consumer Products andInteractive. On May 7, 2014, the Company acquired Maker Studios, Inc. (Maker), a leading network of online video content.See Note 3 to the Consolidated Financial Statements. Maker results are included primarily in our Media Networks and StudioEntertainment segments. For convenience, the terms “Company” and “we” are used to refer collectively to the parent companyand the subsidiaries through which our various businesses are actually conducted.Information on the Company’s revenues, segment operating income and identifiable assets appears in Note 1 to theConsolidated Financial Statements included in Item 8 hereof. The Company employed approximately 180,000 people as ofSeptember 27, 2014.MEDIA NETWORKSThe Media Networks segment includes broadcast and cable television networks, television production operations,television distribution, domestic television stations and radio networks and stations.The businesses in the Media Networks segment generate revenue from fees charged to cable, satellite andtelecommunications service providers (Multi-channel Video Programming Distributors or MVPDs) and television stationsaffiliated with our domestic broadcast television network, from the sale to advertisers of time in programs for commercialannouncements and from other sources such as the sale and distribution of television programming. Significant operatingexpenses include programming and production costs, technical support costs, distribution costs and operating labor.Cable NetworksOur cable networks include ESPN, the Disney Channels and ABC Family. We also operate the UTV/Bindass networks inIndia. The cable networks group produces its own programs or acquires rights from third-parties to air programs on ournetworks. The Company also has interests in joint ventures that operate cable and broadcast programming services and areaccounted for under the equity method of accounting.Cable networks derive the majority of their revenues from fees charged to MVPDs for the right to deliver ourprogramming to their customers (Subscribers) and, for certain networks (primarily ESPN and ABC Family), the sale toadvertisers of time in network programs for commercial announcements. Generally, the Company’s cable networks operateunder multi-year agreements with MVPDs that include contractually determined fees. The amounts that we can charge toMVPDs for our cable network services are largely dependent on the quality and quantity of programming that we can provideand the competitive market. The ability to sell time for commercial announcements and the rates received are primarilydependent on the size and nature of the audience that the network can deliver to the advertiser as well as overall advertiserdemand. We also sell programming developed by our cable networks worldwide in pay and syndication television markets andin physical (DVD and Blu-ray) and electronic formats.1TABLE OF CONTENTSThe Company’s significant cable networks, along with the estimated number of subscribers as of September 27, 2014 areset forth in the following table:EstimatedSubscribers(in millions) (1)ESPN (80% owned)ESPNESPN2ESPNUESPNEWSSEC NetworkESPN ClassicESPN channels internationallyDisney Channels (100% owned)Disney Channel – DomesticDisney Channels – InternationalDisney Junior – DomesticDisney Junior – InternationalDisney XD – DomesticDisney XD – InternationalABC Family (100% owned)A&E Television Networks (AETN) (50% owned)A&EHISTORYLifetimeLifetime Movie Network (LMN)H2FYI(1)95957473632711597185741088011594979796827065Estimated domestic subscriber counts are according to Nielsen Media Research, except for the SEC Network, which isnot yet measured by Nielsen Media Research. For our international channels and the SEC Network, subscriber countsare based on internal management reports.ESPNESPN is a multimedia sports entertainment company that operates eight 24-hour domestic television sports networks:ESPN, ESPN2, ESPNU (a network devoted to college sports), ESPNEWS, the recently launched SEC Network (a sportsprogramming network dedicated to Southeastern Conference college athletics), ESPN Classic, the regionally focused LonghornNetwork (a network dedicated to The University of Texas athletics) and ESPN Deportes (a Spanish language network), whichare all simulcast in high definition except ESPN Classic. ESPN programs the sports schedule on the ABC Television Network,which is branded ESPN on ABC. ESPN owns 16 television networks outside of the United States (primarily in Latin America)that allow ESPN to reach sports fans in over 60 countries and territories in four languages. In addition, ESPN holds a 30%equity interest in CTV Specialty Television, Inc., which owns television networks in Canada, including The Sports Network,The Sports Network 2, Le Réseau des Sports (RDS), RDS2, RDS Info, ESPN Classic Canada, the NHL Network andDiscovery Canada.ESPN holds rights for various professional and college sports programming including the National Football League(NFL), the National Basketball Association (NBA), Major League Baseball (MLB), the College Football Playoffs, majorcollege football and basketball conferences, National Association of Stock Car Auto Racing (NASCAR), the WimbledonChampionships, US Open Tennis and the British Open and Masters golf tournaments.ESPN also operates:• ESPN.com – which delivers comprehensive sports news, information and video each month through its national huband six local sites – ESPNBoston.com, ESPNChicago.com, ESPNDallas.com, ESPNDeportesLosAngeles.com,ESPNLosAngeles.com and ESPNNewYork.com2TABLE OF CONTENTS••••••••WatchESPN – which delivers live access to ESPN, ESPN2, ESPNU, ESPN3, ESPNEWS, SEC Network, LonghornNetwork and ESPN Deportes on computers and mobile devices and is currently accessible in 75 million householdsESPN3 – which is ESPN’s live multi-screen sports network and is a destination that delivers thousands of exclusivesports events annually. It is accessible at WatchESPN and streamed through various third party servicesESPN Mobile Properties – which delivers content, including live game coverage, alerts and highlights, to mobiledevicesESPN Events – which owns and operates a large portfolio of collegiate sporting events worldwideESPN Radio – which distributes talk and play by play programming and is one of the largest sports radio networks inthe U.S. ESPN Radio network programming is carried on more than 500 terrestrial stations including four ESPNowned stations in New York, Los Angeles, Chicago and Dallas and on satellite and internet radioESPN The Magazine – which is a bi-weekly sports magazineESPN Enterprises – which develops branded licensing opportunitiesespnW – which provides an online destination for female sports fansDisney ChannelsThe Disney Channels includes over 100 channels available in 34 languages and 164 countries/territories. Brandedchannels include Disney Channel, Disney Junior, Disney XD, Disney Cinemagic and DLife. Disney Channels also operatesRadio Disney and has content available through subscription and video-on-demand services and online through our websites:DisneyChannel.com, DisneyXD.com, DisneyJunior.com and RadioDisney.com. Programming for these networks includesinternally developed and acquired programming. WatchDisneyChannel, WatchDisneyJunior and WatchDisneyXD launched inthe U.S. in 2012 and provide a way for subscribers of MVPDs to watch the channel feed either live or on a delayed basisthrough a computer or mobile device. Select Disney Channel content is also available without a MVPD subscription.Disney Channel – Disney Channel is a cable network airing original series and movie programming targeted to kids ages2 to 14. In the U.S., Disney Channel airs 24 hours a day. Disney Channel develops and produces shows for exhibition on itsnetwork, including live-action comedy series, animated programming and preschool series as well as original movies. Liveaction comedy series include Austin & Ally, Dog with a Blog, I Didn’t Do It, Girl Meets World, Jessie and Liv & Maddie.Disney Channel animated programs include Gravity Falls, Phineas and Ferb, Wander Over Yonder and series for preschoolersincluding Disney’s Mickey Mouse Clubhouse, Doc McStuffins, Jake and the Never Land Pirates and Sofia the First. DisneyChannel also airs programming and content from Disney’s theatrical film and television programming library.Disney Junior – Disney Junior is a cable network that airs programming for kids ages 2 to 7 and their parents andcaregivers, featuring animated and live-action programming that blends Disney’s storytelling and characters with learning. Inthe U.S., Disney Junior airs 24 hours a day. Programming focuses on early math and language skills, healthy eating and socialskills. Disney Junior also airs as a programming block on the Disney Channel. Original Disney Junior animated series includeDisney’s Mickey Mouse Clubhouse, Doc McStuffins, Henry Hugglemonster, Jake and the Never Land Pirates, Sheriff Callie’sWild West and Sofia the First.Disney XD – Disney XD is a cable channel airing a mix of live-action and animated original programming for kids ages 6to 14. In the U.S., Disney XD airs 24 hours a day. Programming includes live-action series Kickin’ It, Lab Rats and MightyMed and animated series Gravity Falls, Hulk and the Agents of S.M.A.S.H., Marvel’s Avengers Assemble, Marvel’s UltimateSpider-Man Web Warriors, Phineas and Ferb, Randy Cunningham 9th Grade Ninja, Star Wars Rebels, The 7D and WanderOver Yonder.Disney Cinemagic – Disney Cinemagic is a premium subscription service available in certain countries in Europe airingDisney movies, classic and newer Disney cartoons and shorts as well as animated television series.Radio Disney – Radio Disney is a 24-hour radio network devoted to kids, tweens and families reaching listeners throughits Los Angeles based national broadcast, Sirius XM, RadioDisney.com, TuneIn, the Radio Disney iPhone, iPad and Androidapps, iTunes Radio Tuner and Aha Radio. Radio Disney operates from a terrestrial radio station in Los Angeles. The Companyowns 23 additional terrestrial Radio Disney stations in the U.S. Radio Disney is also available throughout Latin America ontwo owned terrestrial stations and through agreements with third-party radio stations. In August 2014, the Company announcedits intention to sell all of its U.S. based terrestrial Radio Disney stations, except for its Los Angeles station.Seven TV – On November 18, 2011, the Company acquired a 49% interest in Seven TV for $300 million. Seven TV is abroadcast television network that was converted to an advertising-supported, free-to-air Disney Channel in Russia followingthe acquisition. In October 2014, new regulations were adopted in Russia that prohibit more than 20% foreign ownership ofmedia companies and could require the Company to divest a portion of its interest by January 2016. The Company is3TABLE OF CONTENTSevaluating its options with respect to these regulations and, depending on the outcome, we could have an impairment of someor all of our investment. The Company’s share of the financial results of Seven TV is reported as “Equity in the income ofinvestees” in the Company’s Consolidated Statements of Income.Das Vierte – In fiscal 2013, the Company acquired the Das Vierte channel in Germany and converted it to an advertisingsupported, free-to-air Disney Channel in fiscal 2014.ABC FamilyABC Family is a domestic cable network that targets viewers in the 14 to 34 age demographic. ABC Family producesoriginal live-action programming including the returning series Switched at Birth, The Fosters, Melissa & Joey and BabyDaddy as well as the new original series Chasing Life, Young and Hungry and Mystery Girls. ABC Family also acquiresprogramming from third parties including the returning series Pretty Little Liars. Additionally, ABC Family airs content fromour owned theatrical film library and features branded holiday programming events such as “13 Nights of Halloween” and “25Days of Christmas”.WatchABCFamily launched in the U.S. in 2014 and provides a way for subscribers of MVPDs to watch the channel feedeither live or on a delayed basis through a computer or mobile device. Select ABC Family content is also available without aMVPD subscription. ABCFamily.com also provides online extensions to ABC Family programming such as Pretty DirtySecrets, which is an extension of Pretty Little Liars.SOAPnetSOAPnet ceased operations on December 31, 2013, and all MVPDs that carried SOAPnet have transitioned to now carrythe Disney Junior Network.HungamaHungama is a kids general entertainment cable network in India, which features a mix of anime, Hindi-language seriesand game shows.UTV NetworksIn India, we operate the Bindass, UTV World Movies, UTV Action, UTV Movies and UTV Stars cable televisionchannels. UTV Stars was converted to Bindass Play in October 2014.AETNThe A&E Television Networks (AETN), a joint venture owned 50% by the Company and 50% by the Hearst Corporation,operates a variety of cable networks including:• A&E – which offers entertainment programming including reality series, original movies, dramatic series and justiceshows• HISTORY – which offers original non-fiction series and event-driven specials• Lifetime – which is devoted to women’s lifestyle programming• LMN – which is a 24-hour movie channel• H2 – which focuses on the culture and history of various countries throughout the world from the perspective of locals• FYI – which offers contemporary lifestyle programming• Lifetime Real Women – which is a 24-hour cable network with programming focusing on womenInternationally, AETN programming is available in over 150 countries. The Company’s share of AETN’s financial resultsis reported as “Equity in the income of investees” in the Company’s Consolidated Statements of Income.BroadcastingOur broadcasting business includes a domestic broadcast network, television production and distribution operations andeight owned domestic television stations. The Company also has a 33% interest in Hulu LLC (Hulu), a venture that distributesfilm and television content on the internet, and a 50% effective interest in Fusion, a news, pop culture and lifestyle televisionand digital network targeted at millennials.4TABLE OF CONTENTSDomestic Broadcast Television NetworkThe Company operates the ABC Television Network (ABC), which as of September 27, 2014, had affiliation agreementswith 240 local television stations reaching 99% of all U.S. television households. ABC broadcasts programs in the following“dayparts”: primetime, daytime, late night, news and sports.ABC produces its own programs and also acquires programming rights from third parties as well as entities that areowned by or affiliated with the Company. ABC derives the majority of its revenues from the sale to advertisers of time innetwork programs for commercial announcements. The ability to sell time for commercial announcements and the ratesreceived are primarily dependent on the size and nature of the audience that the network can deliver to the advertiser as well asoverall advertiser demand for time on network broadcasts. ABC also receives fees for its broadcast feed from affiliatedtelevision stations.ABC.com is the official website of ABC and provides access to full-length episodes of ABC shows online. The WatchABC app provides subscribers of participating MVPDs access to the participating local ABC TV linear feed along with fulllength episodes of ABC programming on mobile devices. Non-subscribers have access to a more limited range of programmingand do not get access to the linear feed. ABCNews.com provides in-depth worldwide news coverage online and video-ondemand news reports from ABC News broadcasts. ABC News also has an agreement to provide news content to Yahoo! News.Television ProductionThe Company produces the majority of its original live-action television programming under the ABC Studios label.Program development is carried out in collaboration with independent writers, producers and creative teams, with a focus onhalf-hour comedies and one-hour dramas, primarily for primetime broadcasts. Primetime programming produced either for ournetworks or for third parties for the 2014/2015 television season includes the returning one-hour dramas: Castle, CriminalMinds, Marvel’s Agents of S.H.I.E.L.D., Grey’s Anatomy, Nashville, Once Upon a Time, Resurrection, Revenge and Scandal;and the returning half-hour comedy Cougar Town. New primetime series include the one-hour dramas: How to Get Away WithMurder and Red Band Society, and half-hour comedies, Black-ish and Benched. Additionally, the drama series AmericanCrime, Astronauts Wives Club, Marvel’s Agent Carter, Marvel’s Daredevil and Jessica Jones (produced for Netflix), Secretsand Lies and Whispers and the comedy Galavant are in production for mid-season or summer launch. The Company alsoproduces the late night show, Jimmy Kimmel Live, a variety of primetime specials for network television and live-actionsyndicated programming.Syndicated programming includes the daytime talk show Live! with Kelly and Michael and the game show, Who Wants toBe a Millionaire. The Company also produces news programming including World News Tonight, 20/20, Nightline, GoodMorning America and This Week with George Stephanopoulos and programming for daytime such as General Hospital, TheView and The Chew.Television DistributionWe distribute the Company’s productions worldwide in pay and syndication television markets, in DVD and Blu-rayformats and also online via Hulu and third-party services.Domestic Television StationsThe Company owns eight television stations, six of which are located in the top-ten markets in the U.S. The televisionstations derive the majority of their revenues from the sale to advertisers of time in station programming for commercialannouncements. The stations also receive retransmission fees from MVPDs for the right to deliver the stations’ programming tothe MVPD’s subscribers. All of our television stations are affiliated with ABC and collectively reach 23% of the nation’stelevision households. Each owned station broadcasts three digital channels: the first consists of local, ABC and syndicatedprogramming; the second is the Live Well Network in standard definition; and the third is the Live Well Network in highdefinition.5TABLE OF CONTENTSDetails for the stations we own are as follows:TV StationWABCKABCWLSWPVIKGOKTRKWTVDKFSN(1)MarketNew York, NYLos Angeles, CAChicago, ILPhiladelphia, PASan Francisco, CAHouston, TXRaleigh-Durham, NCFresno, CATelevisionMarketRanking(1)12346102455Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2014HuluHulu is a joint venture owned one-third each by Fox Entertainment Group, NBCUniversal and the Company. Itsprincipal business is to aggregate television and film entertainment for viewing on the internet. Hulu offers a free service and asubscription-based service, Hulu Plus. The Hulu Plus service offers more content and less commercial time than the freeservice. In July 2013, Fox Entertainment Group, NBCUniversal and the Company agreed to provide Hulu with $750 million incash to fund Hulu’s operations and investments for future growth, of which $380 million has been provided as of September27, 2014. The Company has contributed $134 million of its $257 million share of this cash commitment. (See Note 3 to theConsolidated Financial Statements.) The Company’s share of Hulu’s financial results is reported as “Equity in the income ofinvestees” in the Company’s Consolidated Statements of Income.FusionIn October 2013, the Company and Univision jointly launched Fusion, a news, pop culture and lifestyle television and…

 

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