2020 Annual Report - The Walt Disney Company

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

Delaware

State or Other Jurisdiction of

Incorporation or Organization

83-0940635

I.R.S. Employer Identification

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 class

Common Stock, $0.01 par value

Trading Symbol(s)

DIS

Name of each exchange on which registered

New 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 filer

x

Accelerated 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.

Business

1

ITEM 1A.

Risk Factors

20

ITEM 1B.

Unresolved Staff Comments

29

ITEM 2.

Properties

29

ITEM 3.

Legal Proceedings

30

ITEM 4.

Mine Safety Disclosures

30

30

Executive Officers of the Company

PART II

ITEM 5.

Market for the Company¡¯s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

32

ITEM 6.

Selected Financial Data

33

ITEM 7.

Management¡¯s Discussion and Analysis of Financial Condition and Results of Operations

34

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

61

ITEM 8.

Financial Statements and Supplementary Data

62

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

62

ITEM 9A.

Controls and Procedures

62

ITEM 9B.

Other Information

62

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

63

ITEM 11.

Executive Compensation

63

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

63

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

63

ITEM 14.

Principal Accounting Fees and Services

63

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

64

ITEM 16.

Form 10-K Summary

68

SIGNATURES

69

Consolidated Financial Information ¡ª The Walt Disney Company

70

PART I

ITEM 1. Business

The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with

operations in the following business segments: Media Networks; Parks, Experiences and Products; Studio Entertainment; and

Direct-to-Consumer & International (DTCI). In October 2020, the Company announced a strategic reorganization of our media

and entertainment businesses to accelerate the growth of our direct-to-consumer (DTC) strategy. The operations of the Media

Networks, Studio Entertainment and DTCI segments were reorganized into four groups: three content groups (Studios, General

Entertainment and Sports), which are focused on developing and producing content that will be used across all of our traditional

and DTC platforms and a distribution group, which is focused on distribution and commercialization activities across these

platforms and which has full accountability for media and entertainment operating results globally.

The terms ¡°Company¡±, ¡°we¡±, ¡°our¡± and ¡°us¡± are used in this report to refer collectively to the parent company and the

subsidiaries through which businesses are conducted.

COVID-19 Pandemic

During fiscal 2020 and continuing into fiscal 2021, the world has been, and continues to be, impacted by the novel

coronavirus (COVID-19) pandemic. COVID-19 and measures to prevent its spread impacted our segments in a number of

ways, most significantly at Parks, Experiences and Products where our theme parks were closed or operating at significantly

reduced capacity for a significant portion of the year, cruise ship sailings and guided tours were suspended since late in the

second quarter and retail stores were closed for a significant portion of the year. We also had an adverse impact on our

merchandise licensing business. Our Studio Entertainment segment has delayed, or in some cases, shortened or cancelled,

theatrical releases, and stage play performances have been suspended since late in the second quarter. We also had adverse

impacts on advertising sales at Media Networks and Direct-to-Consumer & International. Since March 2020, we have

experienced significant disruptions in the production and availability of content, including the shift of key live sports

programming from our third quarter to the fourth quarter and into fiscal 2021 as well as the suspension of production of most

film and television content since late in the second quarter, although some film and television production resumed in the fourth

quarter.

The impact of these disruptions and the extent of their adverse impact on our financial and operating results will be

dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration

and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to

COVID-19 and individuals¡¯ and companies¡¯ risk tolerance regarding health matters going forward. As some of our businesses

have reopened, we have incurred additional costs to address government regulations and the safety of our employees, talent and

guests. The reopening or closure of our businesses is dependent on applicable government requirements, which vary by

location, are subject to ongoing changes, which could result from increasing COVID-19 cases.

Human Capital

The Company¡¯s key human capital management objectives are to attract, retain and develop the highest quality talent. To

support these objectives, the Company¡¯s human resources programs are designed to develop talent to prepare them for critical

roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and perquisite

programs; enhance the Company¡¯s culture through efforts aimed at making the workplace more engaging and inclusive; acquire

talent and facilitate internal talent mobility to create a high-performing, diverse workforce; engage employees as brand

ambassadors of the Company¡¯s content, products and experiences; and evolve and invest in technology, tools, and resources to

enable employees at work.

The Company employed approximately 203,000 people as of October 3, 2020. Our global workforce is comprised of

approximately 80% full time and 20% part time employees, with nearly 1% of the part time population being seasonal

employees. Of the total population as of October 3, 2020, approximately 155,000 of our employees worked in the Parks,

Experiences and Products segment.

Some examples of key programs and initiatives that are focused to attract, develop and retain our diverse workforce

include:

? Diversity and inclusion (D&I). Our D&I objectives are to build teams that reflect the life experiences of our audiences,

while employing and supporting a diverse array of voices in our creative and production content.

Y Established six pillars that serve as the foundation for our D&I commitments ¨C transparency, accountability,

representation, content, community, and culture

Y Created a pipeline of next-generation creative executives from underrepresented backgrounds through programs

such as the Executive Incubator, Creative Talent Development and Inclusion (CTDI), and the Disney Launchpad:

Shorts Incubator

1

Y Championed targeted development programs for underrepresented talent

Y Hosted a series of culture-changing, innovation and learning opportunities to spark dialogue among employees,

leaders, Disney talent and external experts

Y Sponsored over 70 employee-led Business Employee Resource Groups (BERGs) that represent and support the

diverse communities that make up our workforce. The BERGs facilitate networking and connections with peers,

outreach and mentoring, leadership and skill development and cross-cultural business innovation

? Health, wellness and family resources. Disney¡¯s benefit offerings are designed to meet the varied and evolving needs

of a diverse workforce across businesses and geographies. Because we want our employees and their families to thrive,

this year, we enhanced the ways we help our employees care for themselves and their families, especially in response

to COVID-19

Y Healthcare options for employees in Florida and Southern California, aimed at reducing out-of-pocket costs

Y Coverage of all COVID-19 testing and treatment under all Company medical plans at no cost to the employees and

dependents

Y Child care programs for employees, including access to onsite/community centers, enhanced back-up care choices

to include personal caregivers, child care referral assistance and center discounts, homework help and a variety of

parenting educational resources

Y Free mental and behavioral health resources, including on-demand access to the Employee Assistance Program

(EAP) for employees and their dependents

? Disney Aspire. We support the long-term career aspirations of our hourly employees through education and personal

development. We pay tuition costs at a network of schools and aim to help our hourly employees put their career goals

within reach by equipping them with degree programs, coaching and job skills designed for a rapidly changing

workplace and workforce

Y Investment of $150 million in Aspire¡¯s first five years to cover 100% of tuition, books and education fees

Y Access to a wide variety of degree, certificate, high school completion, college start, language learning and trades

programs

Y Chosen fields of study do not have to be related to an employee¡¯s current position, and employees do not have to

stay at the Company upon completion of their studies

? Talent Development. We prioritize and invest in creating opportunities to help employees grow and build their careers,

through a multitude of training and development programs. These include online, instructor-led and on-the-job

learning formats as well as executive talent and succession planning paired with an individualized development

approach

? Community & Social Impact. We are committed to providing comfort to those in need and inspiration and opportunity

to those who want to improve their world. One primary way we do this is through our unique employee volunteer

program - Disney VoluntEARS. Throughout the year, employees make a positive impact in their local communities

and have found a multitude of special ways to continue volunteering during the pandemic

Due to the current climate, including COVID-19 impacts, and changing environment in which we are operating, the

Company has generated efficiencies in its staffing, including limiting hiring to critical business roles, furloughs and reductionsin-force. As part of these actions, the employment of approximately 32,000 employees primarily at Parks, Experiences and

Products will terminate in the first half of fiscal 2021. Additionally, as of October 3, 2020, approximately 37,000 employees

who are not scheduled for employment termination were on furlough as a result of COVID-19¡¯s impact on our businesses.

Direct-to-Consumer

In November 2019, the Company launched Disney+, a subscription-based DTC video streaming service with Disney,

Pixar, Marvel, Star Wars and National Geographic branded content in the U.S. and four other countries and has expanded to

select Western European countries in the Spring of 2020. In April, our Hotstar service in India was converted to

Disney+Hotstar, and in June 2020, current subscribers of the Disney Deluxe service in Japan were converted to Disney+. In

September 2020, Disney+ was launched in additional European countries and Disney+Hotstar was launched in Indonesia. In

November 2020, Disney+ was launched in Latin America. Additional launches are planned for various Asia-Pacific territories

in calendar 2021.

The Company also plans to launch a general entertainment DTC video streaming offering under the Star brand outside the

U.S. in calendar year 2021.

TFCF Acquisition

On March 20, 2019, the Company acquired the outstanding capital stock of Twenty-First Century Fox, Inc., a diversified

global media and entertainment company, which was subsequently renamed TFCF Corporation (TFCF). As a result of the

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