Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(1)Financial Statements and Schedules

See Index to Financial Statements and Supplemental Data on page 77.

(2)Exhibits

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

ExhibitLocation
3.1Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019Exhibit 3.1 to the Current Report on Form 8-K of the Company filed March 20, 2019
3.2Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019Exhibit 3.2 to the Current Report on Form 8-K of the Company filed March 20, 2019
3.3Amended and Restated Bylaws of The Walt Disney Company, effective as of March 20, 2019Exhibit 3.3 to the Current Report on Form 8-K of the Company filed March 20, 2019
3.4Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019
3.5Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019Exhibit 3.2 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019
3.6Certificate 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, 2018Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed November 30, 2018
4.1Senior Debt Securities Indenture, dated as of September 24, 2001, between TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as TrusteeExhibit 4.1 to the Current Report on Form 8-K of Legacy Disney filed September 24, 2001
4.2First Supplemental Indenture, dated as of March 20, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as TrusteeExhibit 4.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019
4.3Indenture, 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 trusteeExhibit 4.1 to the Current Report on Form 8-K of the Company filed March 20, 2019
4.4Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request
4.5Description of Registrant’s SecuritiesExhibit 4.6 to the Form 10-K of the Company for the fiscal year ended September 28, 2019
10.1Employment 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
10.2Amendment dated July 15, 2022 to the Employment Agreement dated February 24, 2020, between the Company and Robert Chapek †Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended July 2, 2022
10.3Amended 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
10.4Amendment 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
10.5Amendment 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
10.6Amendment 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

TABLE OF CONTENTS

ExhibitLocation
10.7Amendment 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
10.8Amendment 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
10.9Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019 †Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed March 4, 2019
10.10Amendment 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
10.11Employment 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
10.12Amendment 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
10.13Employment 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
10.14Amendment 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
10.15Amendment dated December 2, 2020 to Amended 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 the Company filed December 7, 2020
10.16Amendment dated December 21, 2021 to Amended 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 the Company filed December 21, 2021
10.17Assignment of Employment Agreement dated January 19, 2022 between the Company and Christine M. McCarthy †Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended January 1, 2022
10.18Amendment dated June 15, 2023 to Amended Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy, as previously assigned †Exhibit 10.1 to the Current Report on Form 8-K of the Company filed June 15, 2023
10.19Employment 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
10.20Assignment 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
10.21Amendment 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
10.22Amendment 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
10.23Employment 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

TABLE OF CONTENTS

ExhibitLocation
10.24Amendment 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
10.25Employment Agreement dated as of March 10, 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
10.26Voluntary Non-Qualified Deferred Compensation Plan †Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014
10.27Description of Directors CompensationExhibit 10.1 to the Form 10-Q of the Company for the quarter ended January 1, 2022
10.28Form 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
10.29Form 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
10.301995 Stock Option Plan for Non-Employee DirectorsExhibit 20 to the Form S-8 Registration Statement (No. 33-57811) of DEI, dated Feb. 23, 1995
10.31Amended and Restated 2002 Executive Performance Plan †Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney
10.32Management 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”
10.33Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation PlanAnnex II to the Proxy Statement for the 2003 annual meeting of Legacy Disney
10.34Amended 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
10.35Amended and Restated 2011 Stock Incentive Plan †Annex B to Proxy Statement of registrant filed January 17, 2020
10.36Disney Key Employees Retirement Savings Plan †Exhibit 10.1 to the Form 10-Q of Legacy Disney for the quarter ended July 2, 2011
10.37Amendments 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
10.38Second 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
10.39Third 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
10.40Group Personal Excess Liability Insurance Plan †Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended January 1, 2022
10.41Form 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
10.42Form 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
10.43Form 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
10.44Form 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
10.45Form 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

TABLE OF CONTENTS

ExhibitLocation
10.46Form 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
10.47Form 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
10.48Form 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
10.49Form 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
10.50Form 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
10.51Form 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
10.52Form 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
10.53Performance-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
10.54Non-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
10.55Form 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
10.56Form 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
10.57Form 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
10.58Form of Stock Option Awards Agreement †Exhibit 10.58 to the Form 10-K of the Company for the fiscal year ended October 1, 2022
10.59Form of Stock Option Awards Agreement †Exhibit 10.59 to the Form 10-K of the Company for the fiscal year ended October 1, 2022
10.60Form of Stock Option Awards Agreement †Exhibit 10.60 to the Form 10-K of the Company for the fiscal year ended October 1, 2022
10.61Form of Stock Option Awards Agreement †Exhibit 10.61 to the Form 10-K of the Company for the fiscal year ended October 1, 2022
10.62Form of Stock Option Awards Agreement †Exhibit 10.62 to the Form 10-K of the Company for the fiscal year ended October 1, 2022
10.63Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan †Exhibit 10.1 to the Form 8-K of TFCF filed October 18, 2013
10.64Five-Year Credit Agreement dated as of March 6, 2020Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 11, 2020
10.65First Amendment dated as of March 4, 2022 to the Five-Year Credit Agreement dated as of March 6, 2020Exhibit 10.3 to the Current Report on Form 8-K of the Company filed March 9, 2022
10.66Five-Year Credit Agreement dated as of March 4, 2022Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 9, 2022
10.67364-Day Credit Agreement dated as of March 3, 2023Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 7, 2023
10.68Support Agreement, dated as of September 30, 2022, by and among Third Point LLC and certain of its affiliates and The Walt Disney CompanyExhibit 10.1 to the Current Report on Form 8-K of the Company filed September 30, 2022

TABLE OF CONTENTS

ExhibitLocation
21Subsidiaries of the CompanyFiled herewith
22List of Guarantor SubsidiariesFiled herewith
23Consent of PricewaterhouseCoopers LLPFiled 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 2002Filed 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 2002Filed 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
97The Walt Disney Company Clawback PolicyFiled herewith
101The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notesFiled herewith
104Cover Page Interactive Data File (embedded within the Inline XBRL document)Filed herewith
*Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
**A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
†Management contract or compensatory plan or arrangement.

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