0001744489-20-000116.txt : 20200624 0001744489-20-000116.hdr.sgml : 20200624 20200624171157 ACCESSION NUMBER: 0001744489-20-000116 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200624 DATE AS OF CHANGE: 20200624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Walt Disney Co CENTRAL INDEX KEY: 0001744489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 830940635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1003 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38842 FILM NUMBER: 20986372 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: (818) 560-1000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA STREET CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp. DATE OF NAME CHANGE: 20180702 FORMER COMPANY: FORMER CONFORMED NAME: TWDC Holdco 613 Corp DATE OF NAME CHANGE: 20180622 11-K 1 a2019_11kxhourlyxcover.htm FORM 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
 
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2019
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                  to                 
Commission file number: 001-38842
 
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
Disney Hourly Savings and Investment Plan
 
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Walt Disney Company
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000




The Walt Disney Company
Index to Exhibits
 




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
 
Disney Hourly Savings and Investment Plan
(Name of Plan)
By:/s/ Christine M. McCarthy
(Christine M. McCarthy, Chairman of the Investment and Administrative Committee, Senior Executive Vice President and Chief Financial Officer, The Walt Disney Company)
June 24, 2020
Burbank, California


EX-23.1 2 a11k_ex231xhourly2019conse.htm CONSENT OF MOSS ADAMS LLP Document

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (No. 333-128860) on Form S-8 of The Walt Disney Company of our report dated June 24, 2020, relating to the statement of net assets available for benefits of the Disney Hourly Savings and Investment Plan as of December 31, 2019, the related statement of changes in net assets available for benefits for the year then ended, and the related supplemental information as of December 31, 2019, appearing in this Annual Report on Form 11-K of Disney Hourly Savings and Investment Plan as of and for the year ended December 31, 2019.

/s/ Moss Adams LLP
Los Angeles, CA
June 24, 2020











































EX-23.2 3 a11k_ex232xhourly2019conse.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Document

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-128860) of The Walt Disney Company of our report dated June 26, 2019 relating to the statement of net assets available for benefits as of December 31, 2018, including the related notes, of Disney Hourly Savings and Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP
Los Angeles, CA
June 24, 2020

EX-99.1 4 a11k_ex991xhourlysip2019fi.htm FINANCIAL STATEMENTS FOR THE DISNEY HOURLY SAVINGS AND INVESTMENT PLAN Document

Exhibit 99.1













DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

REPORT ON FINANCIAL STATEMENTS

DECEMBER 31, 2019 AND 2018






DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2019 AND 2018


Page
Reports of Independent Registered Public Accounting Firms
Financial Statements:*
Statements of Net Assets Available for Benefits as of December 31, 2019 and 2018
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2019
Notes to Financial Statements
Additional Information (included pursuant to Department of Labor’s Rules and Regulations):**
Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2019
Consent of Independent Registered Public Accounting Firm - Moss Adams LLPExhibit 23.1
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLPExhibit 23.2

*The financial statements for the years ended December 31, 2019 and 2018, and Schedule of Assets (Held at End of Year) as of December 31, 2019 of the Disney Hourly Savings and Investment Plan (the “Plan”) have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).


**Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are either not applicable or have been filed directly with the Department of Labor as part of the Master Trust filing.






Report of Independent Registered Public Accounting Firm

To the Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan and Participants of the Disney Hourly Savings and Investment Plan

Opinion on the Financial Statements

We have audited the accompanying statement of net assets available for benefits of the Disney Hourly Savings and Investment Plan (the “Plan”) as of December 31, 2019, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Opinion on the Supplemental Information

The supplemental information included in Schedule H, line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Moss Adams LLP
Los Angeles, California
June 24, 2020

We have served as the Plan’s auditor since 2020.
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Report of Independent Registered Public Accounting Firm

To the Administrator and Plan Participants of the Disney Hourly Savings and Investment Plan

Opinion on the 2018 statement of net assets available for benefits

We have audited the accompanying statement of net assets available for benefits of the Disney Hourly Savings and Investment Plan (the “Plan”) as of December 31, 2018, including the related notes (collectively referred to as the “2018 statement of net assets available for benefits”). In our opinion, the 2018 statement of net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The 2018 statement of net assets available for benefits are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s 2018 statement of net assets available for benefits based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of the 2018 statement of net assets available for benefits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 2018 statement of net assets available for benefits is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the 2018 statement of net assets available for benefits, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 2018 statement of net assets available for benefits. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the 2018 statement of net assets available for benefits. We believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
June 26, 2019

We served as the Plan’s auditor from 2000 to 2019.
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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(in thousands)


December 31,
20192018
Assets
Plan’s share of the net assets of the Disney Savings Plan Master Trust at fair value
$908,127  $667,443  
Receivables:
Notes receivable from participants
32,487  27,361  
Employer contributions
1,776  1,609  
Total receivables
34,263  28,970  
Net assets available for benefits$942,390  $696,413  





























The accompanying notes are an integral part of these financial statements.

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(in thousands)


For the Year Ended
December 31, 2019
Plan’s share of net investment income of the Disney Savings Plan Master Trust$178,265  
Interest income on notes receivable from participants1,487  
Contributions:
Participant
88,326  
Employer
32,837  
121,163  
Deductions from net assets attributed to:
Benefits paid to participants
(54,666) 
Administrative expenses (Note 4)
(272) 
(54,938) 
Net increase245,977  
Net assets available for benefits:
Beginning of year
696,413  
End of year
$942,390  

















The accompanying notes are an integral part of these financial statements.
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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1.Description of the Plan

General
The Walt Disney Company (the “Company”) established the Disney Hourly Savings and Investment Plan (the “Plan”) effective as of June 1, 2000. The Plan is a defined contribution plan intended to provide participating employees the opportunity to accumulate retirement funds through a tax-deferred contribution arrangement pursuant to Section 401(k) of the Internal Revenue Code of 1986 (the “Code”). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). This Plan is also an Employee Stock Ownership Plan (“ESOP”), which is intended to comply with Section 4975(e)(7) of the Code. The ESOP provides employees the opportunity to participate in the performance, both positive and negative, of Company common stock. The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

Administration of the Plan
The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan (the “Committee” or “Plan Administrator”) administers the Plan, interprets its provisions and resolves all issues arising in the administration of the Plan.The assets of the Plan are administered under a trust agreement between the Company and Fidelity Management Trust Company (“Fidelity” or the “Trustee”). Pursuant to the trust agreement, Fidelity executes the day-to-day activities of trust administration.Administrative expenses of the Plan may be paid from the assets of the Plan unless the Company, at its discretion, pays such expenses. Investment expenses incurred by the investment funds are charged to the respective funds.

Participation
The Plan is for eligible domestic hourly employees of the Company and certain of its subsidiaries. Eligible employees may enroll and begin making contributions 90 days after their hire date. Eligible employees hired or rehired on or after January 1, 2018 and not covered by a collective bargaining agreement will be automatically enrolled in the Plan at a contribution rate of 4% of eligible pay, and this contribution rate automatically increases by 1 ppt each year, up to a maximum percentage of 10%, unless a participant affirmatively elects otherwise. Employees who were auto-enrolled may withdraw their tax deferred contributions within 90 days of 1st contribution.
The Plan accepts direct cash rollovers from other qualified plans or individual retirement accounts (IRA) regardless of whether the eligible employee has met the 90-day service requirement.

Contributions
Participants are permitted to make pre-tax contributions or after-tax Roth contributions or a combination of both in whole percentages, up to 50% of their base compensation, through payroll deductions. A participant’s total pre-tax contributions, after-tax Roth 401(k) contributions and the Company’s matching contributions, in any Plan year, cannot exceed the limits provided under Section 402(g) and Section 415 of the Code.

Generally, once the participant reaches one year of service, the Company will begin making matching contributions in amounts that range from 2% to 5% of eligible pay depending on a number of factors, including whether the participant is covered by a collective bargaining agreement. The Company may change the level of matching contributions or cease making matching contributions for participants not covered by collective bargaining agreements.



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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

Income earned on participant pre-tax contributions and Company contributions to the Plan is not taxable for federal or state income tax purposes until withdrawn from the Plan. Income earned on Roth 401(k) contributions is not taxable if distributed in a qualified distribution. A Roth 401(k) withdrawal is considered a qualified distribution if five taxable years have passed since a participant’s first contribution and the withdrawal is attributable to the participant’s attainment of age 59 ½, disability or death.

Participant accounts
Each participant’s account is credited with the participant’s contributions and Company matching contributions, as well as allocations of Plan earnings. To the extent that the Plan’s administrative expenses are not paid by theCompany, participant accounts may be charged with an allocation of administrative expenses that are paid by the Plan. The benefit to which a participant is entitled is the amount in the participant’s account.

Vesting
Participants are fully vested immediately in all contributions, including the Company’s matching contributions, and all earnings thereon.

Investments
The Plan’s investments are held in the Disney Savings Plan Master Trust (the “Master Trust”). There are a number of investment fund options available to participants. The participants direct their individual contributions and Company matching contributions in these investment funds. Participants may elect to change the investment of their contributions or to transfer all or part of their account balances among the various investment funds in increments of 1%. If the participant makes no election, contributions are made into the BTC Lifepath Fund with a target date closest to the participant’s 65th birthday.

Benefits, Distributions and Withdrawals
A participant’s entire account balance, adjusted for investment gains or losses, is available for immediate distribution upon termination of employment. Distributions are made in cash or participants can elect to receive any part of their Disney Stock Fund accounts in the form of Company common stock plus cash for any fractional shares. Participants’ account balances under $1,000 are automatically distributed within 60 days following the participant’s termination date (or on a future date if the fair market value of the account balance falls below $1,000), less 20% for federal tax withholding, unless the participant elects to rollover the distribution into an individual retirement account (IRA) or another qualified plan. Participants with account balances of $1,000 or more may elect a distribution at any time following termination of employment. All amounts are to be distributed in accordance with the minimum required distribution provisions of the Code.In-service withdrawals, up to 100% of the participant’s account, are available after reaching age 59½. Hardship withdrawals are limited to the amounts necessary to satisfy a financial hardship and will be made if the Committee, or its delegate, determines that the reason for the hardship complies with applicable requirements under the Code and the Plan.

Voting Rights for the Disney Stock Funds
Each participant has the right to direct the Trustee concerning the participants' shareholder rights, such as voting rights or tender offers. An appointed independent fiduciary will vote the shares if a participant does not give specific voting instructions to the Trustee. If an independent fiduciary is not appointed in a particular year or does not give the Trustee timely direction, the Trustee will vote those shares in the same proportion it has received instructions from other participants. If the Trustee does not receive specific tender offer instructions, the Trustee will not tender those shares.

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

Notes Receivable from Participants
Participants are permitted to borrow from their accounts subject to certain limitations and conditions established to comply with the current requirements of the Code. All notes made by participants are secured by their accounts with a right of offset. Participants may borrow up to 50% of their vested account balance not to exceed $50,000 in any consecutive twelve-month period. The minimum amount of each note is $1,000, and a participant may only have one note outstanding.Notes may have a term of up to five years. However, the term can be extended to thirty years if the note is used to acquire or construct a principal residence of the participant. The interest rate on notes is equal to the prime rate on the date of issuance plus 1%. Note payments, including interest, are credited to the participant’s account.

Plan Amendment or Termination
The Company reserves the right to amend or modify the provisions of the Plan. Although the Company expects to continue the Plan indefinitely, the Company, with the approval of its Board of Directors, may terminate the Plan for any reason. If the Plan is terminated, each participant will receive, as prescribed by ERISA and its related regulations and in the form and manner determined by the Committee, a payment equal to the value of the participant’s account balance at the time of liquidation.

2.  Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Plan are prepared using the accrual basis of accounting.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates.

Risks and Uncertainties
The Plan provides for various investment options in mutual funds and other securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks, which can include increases in defaults and credit rating downgrades. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and in the Statement of Changes in Net Assets Available for Benefits.

Investment Valuation and Income Recognition
Shares in registered investment companies and collective investment trusts are valued at the net asset value of shares held by the Plan at year end. The Disney Stock ESOP Fund is valued at the year end quoted market price of Company common stock. The Disney Stock Non ESOP Fund is used for employee and employer contributions that are directed by the participant to be invested in Company common stock and is also valued at the year end quoted market price of Company common stock. The balances in the Disney Stock Non ESOP Fund are automatically transferred to the Disney Stock ESOP Fund annually. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Net Investment Income/Loss
The Plan’s share of the Master Trust’s net investment income recorded in the Statement of Changes in Net Assets Available for Benefits consists of realized gains/(losses) on sales, dividends and unrealized appreciation/(depreciation) on investments.

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. There are no allowances for credit losses as delinquent participant notes are reclassified as distributions based upon the terms of the Plan document and the Code.

Payment of Benefits
Benefits are recorded when paid.

Expenses
Administrative expenses paid by the Company on behalf of the Plan are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment-related expenses are included in the net change in the fair value of investments.

3.  Income Taxes

In response to the Company’s January 2016 request for a determination letter, on March 26, 2018, the Company received a favorable determination letter from the Internal Revenue Service (“IRS”) indicating that the Plan qualifies under the appropriate sections of the Code and is therefore exempt from income taxes under Section 501(a) of the Code. Since the Company’s January 2016 request for a determination letter, the Plan has been amended. The Plan Administrator and the Plan’s legal counsel continue to believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

U.S. GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. As of December 31, 2019 and 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the IRS; however, there are currently no audits in progress. The Plan Administrator believes it is no longer subject to income tax examination for years prior to 2016.

4.  Party-in-Interest and Related Party Transactions

Under ERISA rules related to 401(k) plans, transactions with related parties of the Plan such as a sponsor, administrator, trustee or participant (Parties-in-Interest) are considered either exempt or non-exempt from ERISA prohibited transaction provisions. Non-exempt transactions are subject to penalty taxes.

During the year ended December 31, 2019, the Plan had the following exempt party-in-interest transactions:
Certain Plan investments are shares of registered investment companies managed by Fidelity, who is the Trustee of the Plan.
The Plan paid fees to the Trustee totaling $272,311.
The Company paid certain administrative expenses on behalf of the Plan totaling $1,608,864. In addition, the Plan incurred administrative expenses of $450,398 pertaining to the year ended December 31, 2019, which were paid by the Company in 2020.
Participants borrowed $18,231,158 and made principal repayments of $13,064,553.
The Plan allows participants to invest in Company common stock through the Disney Stock ESOP and Non ESOP investment funds. The Plan recognized dividend income of $1,969,747 from the Company in the Statement of Changes in Net Assets Available for Benefits. Dividend income receivable from the Company was $1,072,717 and $1,026,757 at December 31, 2019 and December 31, 2018, respectively.

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

5.  Investment in Disney Savings Plan Master Trust

The Plan’s investments and certain assets are held in the Master Trust, which also includes the investments and certain assets of the Disney Savings and Investment Plan and the Disney Retirement Savings Plan, which are other defined contribution plans sponsored by the Company. Assets of the Master Trust are allocated to the participating plans according to the investment elections of participants within each plan. Investment income of the Master Trust for the year ended December 31, 2019 was allocated based upon each Plan’s specific interest within each of the investment funds held by the Master Trust. For the year ended December 31, 2019, the Master Trust’s purchases and sales of Company common stock were $146,551,357 and $206,179,445, respectively.

Investments, dividends receivable and other receivables held by the Master Trust are as follows (in thousands):
December 31,
20192018
Investments, at fair value:
Disney Stock Funds$2,188,032  $1,707,718  
Registered Investment Companies1,812,577  1,949,940  
Collective Investment Trusts5,822,331  3,953,545  
Total investments at fair value9,822,940  7,611,203  
Dividends receivable13,328  13,721  
Other receivables85  332  
Total$9,836,353  $7,625,256  

The Plan’s share of the Master Trust’s investments, dividends receivable and other receivables is as follows (in thousands):
December 31,
20192018
Investments, at fair value:
Disney Stock Funds
$176,906  $128,652  
Registered Investment Companies
140,818  132,783  
Collective Investment Trusts
589,320  404,961  
Total investments at fair value907,044  666,396  
Dividends receivable1,073  1,027  
Other receivables10  20  
Total$908,127  $667,443  

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

The changes in net assets for the Master Trust for the year ended December 31, 2019 are as follows (in thousands):
Dividends$64,189  
Net appreciation in fair value of investments1,975,997  
Net investment income2,040,186  
Net assets transferred from BAMTech Retirement Saving and Investment Plan59,006  
Contributions received, benefits paid and other, net111,905  
Increase in net assets2,211,097  
Net assets:
Beginning of year7,625,256  
End of year$9,836,353  

6.  Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:

Level 1 – Quoted prices for identical instruments in active markets
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

Investments that are valued using the net asset value per share practical expedient are not classified in the fair value hierarchy.

The Master Trust’s investments measured at fair value are summarized in the following tables by fair value measurement Level (in thousands):
Investments at Fair Value at December 31, 2019
Level 1Total
Disney Stock Funds$2,188,032  $2,188,032  
Registered Investment Companies1,812,577  1,812,577  
Total investments in the fair value hierarchy$4,000,609  4,000,609  
Collective Investment Trusts5,822,331  
Total investments at fair value$9,822,940  

- 10 -

DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)

Investments at Fair Value at December 31, 2018
Level 1Total
Disney Stock Funds$1,707,718  $1,707,718  
Registered Investment Companies1,949,940  1,949,940  
Total investments in the fair value hierarchy$3,657,658  3,657,658  
Collective Investment Trusts3,953,545  
Total investments at fair value$7,611,203  

Collective investment trusts are valued using the net asset value per share practical expedient. The collective investment trusts invest in domestic and international/global equity and debt securities, securities of publicly traded real estate companies, fixed income investments and/or cash equivalents. The Master Trust’s investments in collective investment trusts are purchased and sold on a daily basis and are not subject to restrictions regarding participant redemptions, and there are no unfunded commitments to the collective investment trusts. The Master Trust is required to provide the manager of the collective investment trusts with 30 days’ notice prior to exiting these funds.

7.  Subsequent Events

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency stemming from a new strain of coronavirus (“COVID-19”) and on March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic. The COVID-19 pandemic has triggered volatility in financial markets and has had a significant impact on the global economy and investment values. The Plan’s individual investments fluctuate in response to changing market conditions, therefore the impact of the COVID-19 pandemic on investment values in subsequent periods, if any, cannot be determined. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide emergency assistance and health care response for individuals, families, and businesses affected by the COVID-19 pandemic. The CARES Act allowed plan sponsors to adopt certain discretionary provisions and the Company adopted the provisions related to hardship withdrawals and participant loans.

The Plan Administrator has evaluated subsequent events through June 24, 2020, the date the financial statements were issued, and made any necessary adjustments and disclosures, as applicable.
- 11 -


DISNEY HOURLY SAVINGS AND INVESTMENT PLAN
EIN: 95-4545390, Plan: 026
SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2019

(a)(b)(c)(e)
Identity of Issue, Borrower, Lessor, or Similar PartyDescription of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCurrent Value
*Disney Savings Plan Master TrustMaster Trust Investment Account$908,127,142  
*Notes receivable from participantsNotes mature between January 2020 and November 2049 with interest rates that range from 4.25% to 6.25%.$32,487,278  

* A party-in-interest for which a statutory exemption exists.


























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