DIS 10-K Annual Report Sept. 28, 2024 | Alphaminr

Effective Date August 11, 2021

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WALT DISNEY CO

10-Ks and 10-Qs

10-K	Fiscal year ended Sept. 28, 2024
10-Q	Quarter ended June 29, 2024
10-Q	Quarter ended March 30, 2024
10-Q	Quarter ended Dec. 30, 2023
10-K	Fiscal year ended Sept. 30, 2023
10-Q	Quarter ended July 1, 2023
10-Q	Quarter ended April 1, 2023
10-Q	Quarter ended Dec. 31, 2022
10-K	Fiscal year ended Oct. 1, 2022
10-Q	Quarter ended July 2, 2022
10-Q	Quarter ended April 2, 2022
10-Q	Quarter ended Jan. 1, 2022
10-K	Fiscal year ended Oct. 2, 2021
10-Q	Quarter ended July 3, 2021
10-Q	Quarter ended April 3, 2021
10-Q	Quarter ended Jan. 2, 2021
10-K	Fiscal year ended Oct. 3, 2020
10-Q	Quarter ended June 27, 2020
10-Q	Quarter ended March 28, 2020
10-Q	Quarter ended Dec. 28, 2019
10-K	Fiscal year ended Sept. 28, 2019
10-Q	Quarter ended June 29, 2019
10-Q	Quarter ended March 30, 2019

PROXIES

DEF 14A	Filed on Jan. 19, 2022
DEF 14A	Filed on Jan. 19, 2021
DEF 14A	Filed on Jan. 17, 2020

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For The Company S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Part Ii, Item 7 Of The Company S Annual Report on Form 10-k Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019 Exhibit 3.1 to the Current Report on Form 8-K of the Company filed March 20, 2019 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019 Exhibit 3.2 to the Current Report on Form 8-K of the Company filed March 20, 2019 3.3 Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023 Exhibit 3.1to the Current Report on Form 8-K of the Company filedNovember30, 2023 3.4 Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019 Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019 3.5 Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019 Exhibit 3.2 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019 3.6 Certificate of Elimination of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on November 28, 2018 Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed November 30, 2018 4.2 First Supplemental Indenture, dated as of March 20, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee Exhibit 4.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019 4.3 Indenture, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, and TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as trustee Exhibit 4.1 to the Current Report on Form 8-K of the Company filed March 20, 2019 4.5 Description of Registrants Securities Exhibit 4.6 to the Form 10-K of the Company for the fiscal year ended September 28, 2019 10.1 Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger Exhibit 10.1 to the Form 10-K of Legacy Disney for the fiscal year ended October 1, 2011 10.2 Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed July 1, 2013 10.3 Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed October 3, 2014 10.4 Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 23, 2017 10.5 Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 14, 2017 10.6 Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated November 30, 2018 Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 3, 2018 10.8 Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011 and as previously amended, between the Company and Robert A. Iger, dated February 24, 2020 Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 25, 2020 10.9 Employment Agreement Dated as of November 20, 2022, between the Company and Robert A. Iger Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 21, 2022 10.10 Amendment dated July 12, 2023 to Employment Agreement dated as of November 20, 2022, between the Company and Robert A. Iger Exhibit 10.1 to the Current Report on Form 8-K of the Company filed July 12. 2023 10.11 Second Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A. Iger Exhibit 10.1to the Form 10-Q of the Company for the quarter endedDecember30, 2023 10.12 Employment Agreement Dated as of December 4, 2023 by and between The Walt Disney Company and Hugh F. Johnston Exhibit 10.1 to the Current Report on Form 8-K of the Company filedNovember6. 2023 10.13 Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston Exhibit 10.3to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.14 Employment Agreement, dated as of December 21, 2021 between the Company and Horacio E. Gutierrez Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.15 Assignment of Employment Agreement dated January 31, 2022 between the Company and Horacio E. Gutierrez Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.16 Amendment dated July 21, 2022 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended July 2, 2022 10.17 Amendment dated April 21, 2023 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended April 1, 2023 10.18 Amendment dated December 21, 2023 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, as amended Exhibit 10.1 to the Current Report on Form 8-K of the Company filedDecember22. 2023 10.19 Second Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.20 Employment Agreement, dated June 29, 2022, between the Company and Kristina K. Schake Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended July 2, 2022 10.21 Amendment dated April 18, 2023 to Employment Agreement, dated June 29, 2022 between the Company and Kristina K. Schake Exhibit 10.1 to the Current Report on Form 8-K of the Company filed April 20, 2023 10.22 Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake, as amended Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.23 Employment Agreement dated as of April 8, 2023, by and between the Company and Sonia L. Coleman Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended April 1, 2023 10.24 Amendment dated December 13, 2023, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L. Coleman Exhibit 10.6to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.25 Voluntary Non-Qualified Deferred CompensationPlan Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014 10.26 Description of Directors Compensation Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.27 Form of Indemnification Agreement for certain officers and directors Exhibit 10.26 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.28 Form of Assignment and Assumption of Indemnification Agreement for certain officers and directors Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended June 29, 2019 10.30 Amended and Restated 2002 Executive Performance Plan Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney 10.31 Management Incentive Bonus Program The portions of the tables labeled Performance-based Bonus in the sections of the Proxy Statement for the 2022 annual meeting titled Executive Compensation Program Structure - Objectives and Methods - Objectives and Key Features and Compensation Process and the section of the Proxy Statement titled Performance Goals 10.32 Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan Annex II to the Proxy Statement for the 2003 annual meeting of Legacy Disney 10.33 Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 1, 2006 10.34 Amended and Restated 2011 Stock Incentive Plan Annex A to Proxy Statement of registrant filed February 1, 2024 10.35 Disney Key Employees Retirement Savings Plan Exhibit 10.1 to the Form 10-Q of Legacy Disney for the quarter ended July 2, 2011 10.36 Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. and Disney Key Employees Retirement Savings Plan Exhibit 10.3 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015 10.37 Second Amendment to the Disney Key Employees Retirement Savings Plan Exhibit 10.33 to the Form 10-K of the Company for the fiscal year ended October 2, 2021 10.38 Third Amendment to the Disney Key Employees Retirement Savings Plan Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.39 Amended and Restated Severance Pay Plan Filed herewith 10.40 Group Personal Excess Liability Insurance Plan Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.41 Form of Non-Qualified Stock Option Award Agreement Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended January 2, 2021 10.42 Form of Non-Qualified Stock Option Award Agreement Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended July 2, 2022 10.43 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended July 2, 2022 10.44 Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 2, 2021 10.45 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 2, 2021 10.46 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.44 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.47 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.48 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended January 2, 2021 10.49 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) Exhibit 10.8 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.50 Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) Exhibit 10.9 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.51 Form of Non-Qualified Stock Option Award Agreement Exhibit 10.12 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.52 Form of Non-Qualified Stock Option Award Agreement Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended December 31, 2022 10.53 Form of Non-Qualified Stock Option Award Agreement Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended December 30, 2023 10.54 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended December 31, 2022 10.55 Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC tests) for Robert A. Iger dated as of December 14, 2021 Exhibit 10.11 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.56 Non-Qualified Stock Option Award Agreement for Robert A. Iger dated as of December 14, 2021 Exhibit 10.12 to the Form 10-Q of the Company for the quarter ended January 1, 2022 10.57 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended December 28, 2019 10.58 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.57 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.59 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year/Two-Year Vesting subject to Total Shareholder Return/ROIC Tests) Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended December 31, 2022 10.60 Form of Stock Option Awards Agreement Exhibit 10.58 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.61 Form of Stock Option Awards Agreement Exhibit 10.59 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.62 Form of Stock Option Awards Agreement Exhibit 10.60 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.63 Form of Stock Option Awards Agreement Exhibit 10.61 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.64 Form of Stock Option Awards Agreement Exhibit 10.62 to the Form 10-K of the Company for the fiscal year ended October 1, 2022 10.65 Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan Exhibit 10.1 to the Form 8-K of TFCF filed October 18, 2013 10.66 Five-Year Credit Agreement dated as of March 1, 2024 Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 4, 2024 10.67 Five-Year Credit Agreement dated as of March 4, 2022 Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 9, 2022 10.68 364-Day Credit Agreement dated as of March 1, 2024 Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 4, 2024 19 The Walt Disney Company and Associated Companies Insider Trading Compliance Policy and Program Filed herewith 21 Subsidiaries of the Company Filed herewith 22 List of Guarantor Subsidiaries Filed herewith 23 Consent of PricewaterhouseCoopers LLP Filed herewith 31(a) Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31(b) Rule 13a-14(a) Certification of Interim Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32(a) Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** Furnished herewith 32(b) Section 1350 Certification of Interim Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** Furnished herewith 97 The Walt Disney Company Clawback Policy Filed herewith

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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