DIS 10-K Annual Report Oct. 3, 2020 | Alphaminr
ALPHAMINR

DIS 10-K Fiscal year ended Oct. 3, 2020

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Company S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

1.1 Underwriting Agreement, dated March 19, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein Exhibit 1.1 to the Current Report on Form 8-K of the Company filed March 23, 2020 1.2 Underwriting Agreement, dated March 26, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and RBC Dominion Securities Inc. Exhibit 1.1 to the Current Report on Form 8-K of the company filed March 30, 2020 1.3 Underwriting Agreement, dated May 11, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BNP Paribas Securities Corp., CreditSuisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. Exhibit 1.1 to the Current Report on form 8-K of the Company filed May 13, 2020 2.1 Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among Twenty-First Century Fox, Inc., The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc.* Exhibit 2.1 to the Current Report on Form 8-K of Legacy Disney filed June 21, 2018 2.2 Equity Purchase Agreement, dated as of May 3, 2019, among The Walt Disney Company, Fox Cable Networks, LLC and Diamond Sports Group, LLC* Exhibit 2.1 to the Current Report on Form 8-K of the Company filed May 3, 2019 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 March 20, 2019 Exhibit 3.3 to the Current Report on Form 8-K of the Company filed March 20, 2019 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 4.4 Registration Rights Agreement, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, TWDC Enterprises 18 Corp., as guarantor, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, as dealer managers Exhibit 4.5 to the Current Report on Form 8-K of the Company filed March 20, 2019 4.6 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 Voting Agreement, dated as of June 20, 2018, among The Walt Disney Company, Murdoch Family Trust, and Cruden Financial Services LLC Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed June 21, 2018 10.2 Employment Agreement dated as of February 24, 2020 between the Company and Robert Chapek Exhibit 10.2 to the Current Report on Form 8-K of the Company filed February 25, 2020 10.3 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 10.4 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 10.5 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 10.6 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 10.7 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 10.8 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 10.10 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 10.11 Employment Agreement, dated as of September 27, 2013 between the Company and Alan N. Braverman Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed October 2, 2013 10.12 Amendment dated February 4, 2015 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed February 5, 2015 10.13 Amendment dated August 15, 2017 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017 10.14 Amendment dated December 3, 2018 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 4, 2018 10.15 Amendment dated October 8, 2019 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman Exhibit 10.1 to the Current Report on Form 8-K of the Company filed October 11, 2019 10.16 Employment Agreement dated August 15, 2017 and effective between the Company and Jayne Parker Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017 10.17 Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed June 30, 2015 10.18 Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy Exhibit 10.4 to the Current Report on Form 8-K of Legacy Disney filed August 17, 2017 10.19 Employment Agreement, dated as of September 27, 2018 between the Company and Zenia Mucha Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.20 Voluntary Non-Qualified Deferred CompensationPlan Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014 10.21 Description of Directors Compensation Exhibit 10.2 to the Form 10-Q of Legacy Disney for the quarter ended June 30, 2018 10.23 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 10.25 Amended and Restated 2002 Executive Performance Plan Annex A to the Proxy Statement for the 2013 Annual Meeting of the Registrant 10.26 Management Incentive Bonus Program The portions of the tables labeled Performance based Bonus in the sections of the Proxy Statement for the 2020 annual meeting titled Fiscal 2019 Total Direct Compensation and Compensation Process and the section of the Proxy Statement titled Performance Goals 10.27 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 10.28 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 10.30 Disney Key Employees Retirement Savings Plan Exhibit 10.1 to the Form 10-Q of Legacy Disney for the quarter ended July 2, 2011 10.31 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 10.33 Amended and Restated Severance Pay Plan Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended December 27, 2008 10.34 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 10.35 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 10.36 Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests/Section 162(m) Vesting Requirement) Exhibit 10.11 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.37 Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests) Exhibit 10.10 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2018 10.38 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 10.39 Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test/Section 162(m) Vesting Requirements) for Robert A. Iger dated as of December 13, 2017 Exhibit 10.3 to the Form 10-Q of Legacy Disney for the quarter ended December 30, 2017 10.40 Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test) as Amended and Restated November 30, 2018 by and between the Company and Robert A. Iger Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 3, 2018 10.41 Performance-Based Stock Unit Award (Section 162(m) Vesting Requirement) for Robert A. Iger dated as of December 13, 2017 Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended December 30, 2017 10.42 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 10.43 Disney Savings and Investment Plan as Amended and Restated Effective January 1, 2015 Exhibit 10.30 to the Form 10-K of Legacy Disney for the fiscal year ended September 30, 2017 10.44 First Amendment dated December 19, 2016 to the Disney Savings and Investment Plan as amended and restated effective January 1, 2015 Exhibit 10.31 to the Form 10-K of Legacy Disney for the fiscal year ended September 30, 2017 10.45 Second Amendment dated December 3, 2012 to the Disney Savings and Investment Plan Exhibit 10.2 to the Form 10-Q of Legacy Disney for the quarter ended December 29, 2012 10.46 Third Amendment dated December 18, 2014 to the Disney Savings and Investment Plan Exhibit 10.4 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015 10.47 Fourth Amendment dated April 30, 2015 to the Disney Savings and Investment Plan Exhibit 10.5 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015 10.48 Disney Hourly Savings and Investment Plan Amended and Restated Effective January 1, 2015 Exhibit 4.8 to the Form S-8 Registration Statement of the Company filed March 20, 2019 10.49 First Amendment to the Disney Hourly Savings and Investment Plan as Amended and Restated Effective January 1, 2015 Exhibit 4.9 to the Form S-8 Registration Statement of the Company filed March 20, 2019 10.50 Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan Exhibit 10.1 to the Form 8-K of TFCF filed October 18, 2013 10.51 Five-Year Credit Agreement dated as of March 9, 2018 Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed March 9, 2018 10.52 First Amendment dated as of December 19, 2018 to the Five-Year Credit Agreement dated as of March 9, 2018 Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 26, 2018 10.53 Five-Year Credit Agreement dated as of March 6, 2020 Exhibit10.2to the Current Report on Form 8-K oftheCompanyfiled March11,2020 10.54 364-Day Credit Agreement dated as of March 6, 2020 Exhibit10.1to the Current Report on Form 8-K oftheCompanyfiledMarch11,2020 10.55 364-Day Credit Agreement, dated as of April 10, 2020, among The Walt Disney Company, as borrower, TWDC Enterprises 18 Corp., as guarantor, the lenders party thereto, and Citibank, N.A., as designated agent Exhibit 10.1 to the Current Report on Form 8-K of the Company filedApril13,2020 21 Subsidiaries of the Company Filed herewith 22 List of Guarantor Subsidiaries Filedherewith 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 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 Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** Furnished herewith 99 Waiver of Rights to Extension Bonus, dated as of December 20, 2019, by Robert A. Iger Exhibit 99 to the Form 10-Q of the Company for the quarter ended December 28, 2019