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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 3, 2020

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number 001-38842

dis-20201003_g1.jpg

Delaware83-0940635
State or Other Jurisdiction ofI.R.S. Employer Identification
Incorporation or Organization

500 South Buena Vista Street

Burbank, California 91521

Address of Principal Executive Offices and Zip Code

(818) 560-1000

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDISNew York Stock Exchange

Securities 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 the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was $174.0 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

There were 1,810,485,037 shares of common stock outstanding as of November 18, 2020.

Documents Incorporated by Reference

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2021 annual meeting of the Company’s shareholders.

THE WALT DISNEY COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

Page
PART I
ITEM 1.Business1
ITEM 1A.Risk Factors20
ITEM 1B.Unresolved Staff Comments29
ITEM 2.Properties29
ITEM 3.Legal Proceedings30
ITEM 4.Mine Safety Disclosures30
Executive Officers of the Company30
PART II
ITEM 5.Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32
ITEM 6.Selected Financial Data33
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34
ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk61
ITEM 8.Financial Statements and Supplementary Data62
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62
ITEM 9A.Controls and Procedures62
ITEM 9B.Other Information62
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance63
ITEM 11.Executive Compensation63
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63
ITEM 13.Certain Relationships and Related Transactions, and Director Independence63
ITEM 14.Principal Accounting Fees and Services63
PART IV
ITEM 15.Exhibits and Financial Statement Schedules64
ITEM 16.Form 10-K Summary68
SIGNATURES69
Consolidated Financial Information — The Walt Disney Company70

TABLE OF CONTENTS

PART I

Next: Item 1. Business