WALT DISNEY CO/ ITEM 1A Risk Factors For an enterprise as large and complex as the Company, a wide range of factors could materially affect future developments and performance |
In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in this report, the most significant factors affecting our operations include the following: Changes in US, global, or regional economic conditions could adversely affect the profitability of any of our businesses |
A decrease in economic activity in the United States or in other regions of the world in which we do business could adversely affect demand for any of our businesses, thus reducing our revenue and earnings |
A decline in economic conditions could reduce attendance and spending at one or more of our parks and resorts, purchase of or prices for advertising on our broadcast or cable networks or owned stations, prices that cable operators will pay for our cable programming, performance of our theatrical and home entertainment releases, and purchases of Company-licensed consumer products |
In addition, an increase in price levels generally, or in price levels in a particular sector such as the energy sector, could result in a shift in consumer demand away from the entertainment and consumer products we offer, which could also adversely affect our revenues and, at the same time, increase our costs |
Changes in exchange rates for foreign currencies may reduce international demand for our products, increase our labor or supply costs in non-United States markets, or reduce the United States dollar value of revenue we receive from other markets |
Changes in public and consumer tastes and preferences for entertainment and consumer products could reduce demand for our entertainment offerings and products and reduce profitability |
Each of our businesses creates entertainment or consumer products whose success depends substantially on consumer tastes and preferences that change in often unpredictable ways |
The success of our businesses depends on our ability to consistently create and distribute filmed entertainment, broadcast and cable programming, theme park attractions, resort facilities, and consumer products that meet the changing preferences of the broad consumer market |
Many of our businesses increasingly depend on worldwide acceptance of our offerings and products, and their success therefore depends on our ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside the United States |
Moreover, we must often invest substantial amounts in film production, broadcast and cable programming, theme park attractions, or resort facilities before we learn the extent to which products will earn consumer acceptance |
If our entertainment offerings and products do not achieve sufficient consumer acceptance, our revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air) or subscription fees for broadcast and cable programming, from theatrical film receipts or home video sales, from theme park admissions and resort room, food, and beverage charges, from sales of licensed consumer products or from sales of our other consumer products, and services may decline and adversely affect the profitability of one or more of our businesses |
Changes in technology and in consumer consumption patterns may affect demand for our entertainment products or the cost of producing or distributing products |
The media and entertainment businesses in which we participate depend significantly on our ability to acquire, develop, adopt and exploit new technologies to distinguish our products and services from those of our competitors |
In addition, new technologies affect the demand for our products, the time and manner in which consumers acquire and view some of our entertainment products and the options available to advertisers for reaching their desired markets |
For example: • the success of our offerings in the home entertainment market depends in part on consumer preferences with respect to home entertainment formats, including DVD players and personal video recorders, as well as the availability of alternative home entertainment offerings and technologies, including web-based delivery of entertainment offerings; -20- ______________________________________________________________________ [51]Table of Contents • technological developments offer consumers an expanding array of entertainment options and if consumers favor options we have not yet fully developed rather than the entertainment products we offer, our sales may be adversely affected |
The unauthorized use of our intellectual property rights may increase the cost of protecting these rights or reduce our revenues |
The success of our businesses is highly dependent on maintenance of intellectual property rights in the entertainment products and services we create |
New technologies such as peer-to-peer technology, high speed digital transmission (including digital distribution of theatrical films) and some features of digital video recorders have made infringement of our intellectual property in films and television programming easier and faster and enforcement of intellectual property rights more challenging |
There is evidence that unauthorized use of intellectual property rights in the entertainment industry generally is a significant and rapidly growing phenomenon |
These developments require us to devote substantial resources to protecting our intellectual property against unauthorized use and present the risk of increased losses of revenue as a result of sales of unauthorized products |
A variety of uncontrollable events may reduce demand for our products and services or impair our ability to provide or increase the cost of providing products and services |
Demand for our products and services, particularly our theme parks and resorts, is highly dependent on the general environment for travel and tourism |
The environment for travel and tourism, as well as demand for other entertainment products, can be significantly adversely affected in the United States, globally or in specific regions as a result of a variety of factors beyond our control, including: adverse weather conditions or natural disasters (such as excessive heat or rain, hurricanes and earthquakes); health concerns; international, political or military developments; and terrorist attacks |
These events, and others such as fluctuations in travel and energy costs and computer virus attacks or other widespread computing or telecommunications failures, may also damage our ability to provide our products and services or to obtain insurance coverage with respect to these events |
Sustained increases in costs of pension and post-retirement medical and other employee health and welfare benefits may reduce our profitability |
With more than 133cmam000 employees, our profitability is substantially affected by costs of pension benefits and current and post-retirement medical benefits |
In recent years, we have experienced significant increases in these costs as a result of macro-economic factors beyond our control, including increases in health care costs |
In addition, changes in investment returns and discount rates used to calculate pension and related liabilities may affect our costs in some years |
At least some of these macro-economic factors may continue to put upward pressure on the cost of providing pension and medical benefits |
Although we have actively sought to control increases in these costs, there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our businesses |
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses |
As changes in our business environment occur we may need to adjust our business strategies to meet these changes or we may otherwise find it necessary to restructure our operations or particular businesses or assets |
In addition, external events including acceptance of our theatrical offerings and changes in macro-economic conditions may impair the value of our assets |
We may also need to invest in new businesses that have short-term returns that are negative or low and whose ultimate business prospects are uncertain |
In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be lower than prior to the change in strategy or restructuring |
-21- ______________________________________________________________________ [52]Table of Contents The Company’s acquisition of Pixar will cause short term dilution in earnings per share and there can be no assurance that anticipated improvements in earnings per share will be realized |
On May 5, 2006 (the Closing Date), the Company completed its all stock acquisition of Pixar |
To purchase Pixar, Disney exchanged 2dtta3 shares of its common stock for each share of Pixar common stock resulting in the issuance of 279 million shares of Disney common stock and converted previously issued vested and unvested Pixar equity-based awards into approximately 45 million Disney equity-based awards |
The transaction resulted in lower earnings per share in fiscal 2006 than would have been earned by the Company in the absence of the transaction and this dilution is expected to continue in fiscal 2007 and possibly in future years |
In addition, the issuance of shares in connection with the transaction has decreased the aggregate voting power of the Company’s pre-transaction shareholders |
The Company expects that over time the transaction will yield benefits to the Company such that the transaction will ultimately be accretive to earnings per share |
However, there can be no assurance that the increase in earnings per share expected in the longer term will be achieved |
In order to achieve increases in earnings per share as a result of the acquisition, the Company will, among other things, need to effectively continue the successful operations of Pixar after the acquisition, develop successful sequels to prior Pixar productions, and improve the overall performance of the Disney feature animation business |
Macro-economic factors may impede access to or increase the cost of financing our operations and investments |
Changes in US and global financial and equity markets, including market disruptions and significant interest rate fluctuations, may make it more difficult for us to obtain financing for our operations or investments or increase the cost of obtaining financing |
In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on the Company’s performance as measured by credit metrics such as interest coverage and leverage ratios |
A decrease in these ratings could increase our cost of borrowing or make it more difficult for us to obtain financing |
Increased competitive pressures may reduce our revenues or increase our costs |
We face substantial competition in each of our businesses from alternative providers of the products and services we offer and from other forms of entertainment, lodging, tourism and recreational activities |
We also must compete to obtain human resources, programming and other resources we require in operating our business |
For example: • Our broadcast and cable networks and stations compete for viewers with other broadcast, cable and satellite services as well as with home video products and internet usage |
• Our broadcast and cable networks and stations compete for the sale of advertising time with other broadcast, cable and satellite services, as well as newspaper, magazines, billboards and the internet |
• Our cable networks compete for carriage of their programming with other programming providers |
• Our broadcast and cable networks compete for the acquisition of creative talent and sports and other programming with other broadcast and cable networks |
• Our theme parks and resorts compete for guests with all other forms of entertainment, lodging, tourism and recreation activities |
• Our studio operations compete for customers with all other forms of entertainment |
• Our studio operations, broadcast and cable networks and publishing businesses compete to obtain creative and performing talent, story properties, advertiser support, broadcast rights and market share |
• Our consumer products segment competes in the character merchandising and other licensing, publishing, interactive and retail activities with other licensors, publishers and retailers of character, brand and celebrity names |
-22- ______________________________________________________________________ [53]Table of Contents Competition in each of these areas may divert consumers from our creative or other products, or to other products or other forms of entertainment, which could reduce our revenue or increase our marketing costs |
Competition for the acquisition of resources can increase the cost of producing our products and services |
Our results may be adversely affected if long-term programming or carriage contracts are not renewed on sufficiently favorable terms |
We enter into long-term contracts for both the acquisition and the distribution of media programming and products, including contracts for the acquisition of programming rights for sporting events and other programs, and contracts for the distribution of our programming to cable and satellite operators |
As these contracts expire, we must renew or renegotiate the contracts, and if we are unable to renew them on acceptable terms, we may lose programming rights or distribution rights |
Even if these contracts are renewed, the cost of obtaining programming rights may increase (or increase at faster rates than our historical experience) or the revenue from distribution of programs may be reduced (or increase at slower rates than our historical experience) |
With respect to the acquisition of programming rights, particularly sports programming rights, the impact of these long-term contracts on our results over the term of the contracts depends on a number of factors, including the strength of advertising markets, effectiveness of marketing efforts and the size of viewer audiences |
There can be no assurance that revenues from programming based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the programming |
Changes in regulations applicable to our businesses may impair the profitability of our businesses |
Our broadcast networks and television stations are highly regulated, and each of our other businesses is subject to a variety of United States and overseas regulations |
These regulations include: • United States FCC regulation of our television and radio networks and owned stations, including licensing of stations, ownership limits, prohibitions on “indecent” programming and restrictions on commercial time in children’s programming and regulation of our broadcasting businesses in non-United States markets |
Additional information regarding FCC regulation is provided in “Item 1 — Business — Media Networks, Federal Regulation |
” • Environmental protection regulations |
• Federal, state and foreign privacy and data protection laws and regulations |
• Regulation of the safety of consumer products and theme park operations |
• Imposition by foreign countries of trade restrictions or motion picture or television content requirements or quotas |
• Domestic and international tax laws or currency controls |
Changes in any of these regulatory areas may require us to spend additional amounts to comply with the regulations, or may restrict our ability to offer products and services that are profitable |
Labor disputes may disrupt our operations and impair our profitability |
A significant number of employees in various of our businesses are covered by collective bargaining agreements, including employees of our theme parks and resorts as well as writers, directors, actors, production personnel and others employed in our media networks and studio operations |
In addition, the employees of licensees who manufacture and retailers who sell our consumer products may be covered by collective labor agreements with their employers |
A labor dispute involving our employees or the employees of our licensees or retailers who sell our consumer products may disrupt our operations and reduce our revenues, and resolution of disputes with our employees may increase our costs |
-23- ______________________________________________________________________ [54]Table of Contents Provisions in our corporate documents and Delaware state law could delay or prevent a change of control, even if that change would be beneficial to shareholders |
Our Restated Certificate of Incorporation contains a provision regulating the ability of shareholders to bring matters for action before annual and special meetings and authorizes our Board of Directors to issue and set the terms of preferred stock |
The regulations on shareholder action could make it more difficult for any person seeking to acquire control of the Company to obtain shareholder approval of actions that would support this effort |
The issuance of preferred stock could effectively dilute the interests of any person seeking control or otherwise make it more difficult to obtain control |
In addition, we are subject to the anti-takeover provisions of the Delaware General Corporation Law, which could have the effect of delaying or preventing a change of control in some circumstances |
The seasonality of certain of our businesses could exacerbate negative impacts on our operations |
Each of our businesses is normally subject to seasonal variations, as follows: • Revenues in our Media Networks segment are influenced by advertiser demand and the seasonal nature of programming, and audience viewership generally peaks in the winter months |
• Revenues in our Parks and Resorts segment fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel |
Peak attendance and resort occupancy generally occur during the summer months, when school vacations occur, and during early-winter and spring holiday periods |
• Revenues in our Studio Entertainment segment fluctuate based on the timing of theatrical motion picture, home entertainment, and television releases |
Release dates for theatrical, home entertainment, and television products are determined by several factors, including timing of vacation and holiday periods and competition in the market |
• Revenues in our Consumer Products segment are influenced by seasonal consumer purchasing behavior and the timing of animated theatrical releases and generally peak in our first fiscal quarter due to the holiday season |
Accordingly, if a short term negative impact on our business occurs during a time of high seasonal demand (such as hurricane damage to our parks during the summer travel season), the effect could have a disproportionate effect on the results of that business for the year |