For the Fiscal Year Ended September 29, 2018
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Commission File Number 1-11605
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Incorporated in Delaware
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000
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I.R.S. Employer Identification No.
95-4545390
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Title of Each Class
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Name of Each Exchange
on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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•
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fees charged to cable, satellite and telecommunications service providers (traditional Multi-channel Video Programming Distributors (MVPD)), over-the-top (OTT) digital MVPDs (DMVPD) (both collectively referred to as MVPDs) and television stations affiliated with our domestic broadcast television network for the right to deliver our programs to their customers/subscribers (“affiliate fees”);
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the sale to advertisers of time in programs for commercial announcements (“ad sales”); and
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the license to television networks and distributors of the right to use our television programming (“program sales”).
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Estimated
Subscribers
(in millions)
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ESPN - Domestic
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ESPN
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86
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ESPN2
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86
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ESPNU
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64
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ESPNEWS
(2)
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62
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SEC Network
(2)
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59
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Disney - Domestic
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Disney Channel
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89
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Disney Junior
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69
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Disney XD
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71
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Freeform
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88
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International Channels
(3)
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ESPN
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157
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Disney Channel
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225
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Disney Junior
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159
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Disney XD
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128
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(1)
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Nielsen Media Research estimates are as of September 2018 and capture traditional MVPD and certain DMVPD subscriber counts.
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(2)
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Because Nielsen Media Research does not measure these channels, estimated subscriber counts are according to SNL Kagan as of December 2017.
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(3)
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Because Nielsen Media Research and SNL Kagan do not measure these channels, estimated subscriber counts are based on internal management reports as of September 2018.
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ESPN.com - which delivers sports news, information and video on internet-connected devices, with thirteen editions in three languages globally. In the U.S., ESPN.com also features live video streams of ESPN channels to authenticated MVPD subscribers. Non-subscribers have limited access to certain content.
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ESPN App - which delivers scores, news, highlights, short form video, podcasts and live audio, with thirteen editions in three languages globally. In the U.S., the ESPN App also features live video streams of ESPN’s linear channels and exclusive events to authenticated MVPD subscribers. Non-subscribers have limited access to certain content. The ESPN App is available for download on various internet-connected devices.
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ESPN Radio – which distributes talk and play by play programming and is one of the largest sports radio networks in the U.S. ESPN Radio network programming is carried on approximately 400 terrestrial stations including four ESPN owned stations in New York, Los Angeles, Chicago and Dallas and on satellite and internet radio.
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ESPN The Magazine – which is a monthly sports magazine
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ESPN owns and operates the following events: ESPYs (annual awards show); X Games (winter and summer action sports competitions); and a portfolio of collegiate sporting events including: bowl games, basketball games, softball games and post-season award shows.
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TV Station
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Market
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Television Market
Ranking
(1)
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WABC
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New York, NY
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1
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KABC
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Los Angeles, CA
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2
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WLS
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Chicago, IL
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3
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WPVI
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Philadelphia, PA
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4
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KTRK
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Houston, TX
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7
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KGO
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San Francisco, CA
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8
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WTVD
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Raleigh-Durham, NC
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25
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KFSN
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Fresno, CA
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54
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(1)
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Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2018
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A&E – which offers entertainment programming including original reality and scripted series
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HISTORY – which offers original series and event-driven specials
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Lifetime and Lifetime Real Women – which are cable channels devoted to female-focused programming
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Lifetime Movie Network (LMN) – which is a movie channel
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FYI – which offers contemporary lifestyle programming
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(1)
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Nielsen Media Research estimates are as of September 2018 and capture traditional MVPD and certain DMVPD subscriber counts.
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Licensing of television and radio stations.
Each of the television and radio stations we own must be licensed by the FCC. These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire in order to continue operating the stations. We (and the acquiring entity in the case of a divestiture) must also obtain FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a station. The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay renewals while permitting a licensee to continue operating. Although we have received such renewals and approvals in the past or have been permitted to continue operations when renewal is delayed, there can be no assurance that this will be the case in the future.
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Television and radio station ownership limits.
The FCC imposes limitations on the number of television stations and radio stations we can own in a specific market, on the combined number of television and radio stations we can own in a single market and on the aggregate percentage of the national audience that can be reached by television stations we own. Currently:
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FCC regulations may restrict our ability to own more than one television station in a market, depending on the size and nature of the market. We do not own more than one television station in any market.
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Federal statutes permit our television stations in the aggregate to reach a maximum of 39% of the national audience. Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our eight stations reach approximately 21% of the national audience.
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FCC regulations in some cases impose restrictions on our ability to acquire additional radio or television stations in the markets in which we own radio stations. We do not believe any such limitations are material to our current operating plans.
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Dual networks.
FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox and NBC — from being under common ownership or control.
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Regulation of programming.
The FCC regulates broadcast programming by, among other things, banning “indecent” programming, regulating political advertising and imposing commercial time limits during children’s programming. Penalties for broadcasting indecent programming can range up to nearly $400 thousand per indecent utterance or image per station.
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Cable and satellite carriage of broadcast television stations.
With respect to cable systems operating within a television station’s Designated Market Area, FCC rules require that every three years each television station elect either “must carry” status, pursuant to which cable operators generally must carry a local television station in the station’s market, or “retransmission consent” status, pursuant to which the cable operator must negotiate with the television station to obtain the consent of the television station prior to carrying its signal. Under the Satellite Home Viewer Improvement Act and its successors, including most recently the STELA Reauthorization Act (STELAR), which also requires the “must carry” or “retransmission consent” election, satellite carriers are permitted to retransmit a local television station’s signal into its local market with the consent of the local television station. The ABC owned television stations have historically elected retransmission consent. Portions of these satellite laws are set to expire on December 31, 2019.
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Cable and satellite carriage of programming.
The Communications Act and FCC rules regulate some aspects of negotiations regarding cable and satellite retransmission consent, and some cable and satellite companies have sought regulation of additional aspects of the carriage of programming on cable and satellite systems. New legislation, court action or regulation in this area could have an impact on the Company’s operations.
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licensing characters and content from our film, television and other properties to third parties for use on consumer merchandise, in multi-platform games and published materials;
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selling merchandise through our retail stores, internet shopping sites and to wholesalers;
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selling self-published children’s books and magazines and comic books to wholesalers;
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selling advertising in online video content;
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selling games and related content through app distributors, online and through in-game purchases; and
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charging tuition at English language learning centers in China (Disney English).
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Our studio operations and media businesses compete to obtain creative, performing and business talent, sports and other programming, story properties, advertiser support and market share with other studio operations, broadcast and cable networks, SVOD providers, and other new sources of broadband delivered content.
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Our broadcast and cable networks and stations compete for the sale of advertising time with other broadcast, cable and satellite services, as well as with newspapers, magazines, billboards and radio stations. In addition, we increasingly face competition for advertising sales from internet and mobile delivered content, which offer advertising delivery technologies that are more targeted than can be achieved through traditional means.
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Our cable networks compete for carriage of their programming with other programming providers.
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Our theme parks and resorts compete for guests with all other forms of entertainment, lodging, tourism and recreation activities.
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Our studio operations compete for customers with all other forms of entertainment.
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Our interactive media operations compete with other licensors and publishers of console, online and mobile games and other types of home entertainment.
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U.S. FCC regulation of our television and radio networks, our national programming networks and our owned television stations. See Item 1 — Business — Media Networks, Federal Regulation.
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Federal, state and foreign privacy and data protection laws and regulations.
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Regulation of the safety of consumer products and theme park operations.
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Environmental protection regulations.
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Imposition by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and distributed, ownership restrictions, currency exchange controls or motion picture or television content requirements or quotas.
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Domestic and international wage laws, tax laws or currency controls.
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Revenues in our Media Networks segment are subject to seasonal advertising patterns and changes in viewership levels. In general, advertising revenues are somewhat higher during the fall and somewhat lower during the summer months. Affiliate fees are typically collected ratably throughout the year.
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Revenues in our Parks and Resorts segment fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel and leisure activities. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early-winter and spring-holiday periods.
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Revenues in our Studio Entertainment segment fluctuate due to the timing and performance of releases in the theatrical, home entertainment and television markets. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods.
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Revenues in our Consumer Products & Interactive Media segment are influenced by seasonal consumer purchasing behavior, which generally results in higher revenues during the Company’s first and fourth fiscal quarters, and by the timing and performance of theatrical and game releases and cable programming broadcasts.
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we may experience negative reactions from the financial markets, and our stock price could decline to the extent that the current market price reflects an assumption that the Acquisition will be completed;
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we may experience negative reactions from employees, customers, suppliers or other third parties;
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management’s focus may have been diverted from pursuing other opportunities that could have been beneficial to Disney; and
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our costs of pursuing the Acquisition may be higher than anticipated.
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combining the companies’ corporate functions;
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combining the businesses of Disney and 21CF in a manner that permits us to achieve the synergies anticipated to result from the Acquisition, the failure of which would result in the anticipated benefits of the Acquisition not being realized in the time frame currently anticipated or at all;
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maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;
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determining whether and how to address possible differences in corporate cultures and management philosophies;
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integrating the companies’ administrative and information technology infrastructure;
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developing products and technology that allow value to be unlocked in the future; and
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effecting potential actions that may be required in connection with obtaining regulatory approvals.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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Location
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Property /
Approximate Size
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Use
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Business Segment
(1)
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Burbank, CA & surrounding cities
(2)
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Land (201 acres) & Buildings (4,681,000 ft
2
)
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Owned Office/Production/Warehouse (includes 236,000 ft
2
sublet to third-party tenants)
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Corp/Studio/Media/
CPIM/P&R
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Burbank, CA & surrounding cities
(2)
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Buildings (1,418,000 ft
2
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Leased Office/Warehouse
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Corp/Studio/Media/
CPIM/P&R
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Los Angeles, CA
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Land (22 acres) & Buildings (600,000 ft
2
)
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Owned Office/Production/Technical
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Media/Studio
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Los Angeles, CA
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Buildings (389,000 ft
2
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Leased Office/Production/Technical/Theater
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Media/Studio
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New York, NY
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Buildings (529,000 ft
2
)
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Owned Office/Production/Technical (includes 478,000 ft
2
sublet to third-party tenants)
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Media/Corp
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New York, NY
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Buildings (1,740,000 ft
2
)
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Leased Office/Production/Theater/Warehouse (includes 14,000 ft
2
sublet to third-party tenants)
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Corp/Studio/Media/CPIM
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Bristol, CT
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Land (117 acres) & Buildings (1,175,000 ft
2
)
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Owned Office/Production/Technical
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Media
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Bristol, CT
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Buildings (512,000 ft
2
)
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Leased Office/Warehouse/Technical
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Media
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Emeryville, CA
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Land (20 acres) & Buildings (430,000 ft
2
)
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Owned Office/Production/Technical
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Studio
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Emeryville, CA
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Buildings (80,000 ft
2
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Leased Office/Storage
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Studio
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San Francisco, CA
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Buildings (722,000 ft
2
)
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Leased Office/Production/Technical/Theater (includes 59,000 ft
2
sublet to third-party tenants)
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Corp/Studio/Media/
CPIM/P&R
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USA & Canada
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Land and Buildings (Multiple sites and sizes)
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Owned and Leased Office/ Production/Transmitter/Theaters/Warehouse
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Corp/Studio/Media/
CPIM/P&R
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Hammersmith, England
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Building (284,000 ft
2
)
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Leased Office
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Corp/Studio/Media/
CPIM/P&R
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Europe, Asia, Australia & Latin America
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Buildings (Multiple sites and sizes)
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Leased Office/Warehouse/Retail
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Corp/Studio/Media/
CPIM/P&R
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Name
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Age
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Title
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Executive
Officer Since
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Robert A. Iger
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67
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Chairman and Chief Executive Officer
(1)
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2000
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Alan N. Braverman
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70
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Senior Executive Vice President, General Counsel and Secretary
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2003
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Christine M. McCarthy
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63
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Senior Executive Vice President and Chief Financial Officer
(2)
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2005
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M. Jayne Parker
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57
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Senior Executive Vice President and Chief Human Resources Officer
(3)
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2009
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Zenia B. Mucha
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62
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Senior Executive Vice President Corporate Communications
(4)
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2018
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(1)
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Mr. Iger was appointed Chairman of the Board and Chief Executive Officer effective March 13, 2012. He was President and Chief Executive Officer from October 2, 2005 through that date.
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(2)
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Ms. McCarthy was appointed Senior Executive Vice President and Chief Financial Officer effective June 30, 2015. She was previously Executive Vice President, Corporate Real Estate, Alliances and Treasurer of the Company from 2000 to 2015.
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(3)
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Ms. Parker was appointed Senior Executive Vice President and Chief Human Resources Officer effective August 20, 2017. She was previously Executive Vice President and Chief Human Resources Officer from 2009.
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(4)
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Ms. Mucha was appointed Senior Executive Vice President Corporate Communications effective August 2016. She was previously Executive Vice President Corporate Communications from March 2005.
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Period
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Total Number
of Shares
Purchased
(1)
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Weighted
Average Price
Paid per Share
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Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
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Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
(2)
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July 1, 2018 – July 31, 2018
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214,168
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$
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112.77
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—
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158 million
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August 1, 2018 – August 31, 2018
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38,441
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112.60
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—
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158 million
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September 1, 2018 – September 29, 2018
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25,779
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111.42
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—
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158 million
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Total
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278,388
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112.62
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—
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158 million
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(1)
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278,388 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan (WDIP). These purchases were not made pursuant to a publicly announced repurchase plan or program.
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(2)
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Under a share repurchase program implemented effective June 10, 1998, the Company is authorized to repurchase shares of its common stock. On January 30, 2015, the Company’s Board of Directors increased the repurchase authorization to a total of 400 million shares as of that date. The repurchase program does not have an expiration date.
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2018
(1)
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2017
(2)
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2016
(3)
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2015
(4)
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2014
(5)
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Statements of income
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||||||||||
Revenues
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$
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59,434
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|
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$
|
55,137
|
|
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$
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55,632
|
|
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$
|
52,465
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|
|
$
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48,813
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|
Net income
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13,066
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|
|
9,366
|
|
|
9,790
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|
|
8,852
|
|
|
8,004
|
|
|||||
Net income attributable to Disney
|
12,598
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|
|
8,980
|
|
|
9,391
|
|
|
8,382
|
|
|
7,501
|
|
|||||
Per common share
|
|
|
|
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||||||||||
Earnings attributable to Disney
|
|
|
|
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||||||||||
Diluted
|
$
|
8.36
|
|
|
$
|
5.69
|
|
|
$
|
5.73
|
|
|
$
|
4.90
|
|
|
$
|
4.26
|
|
Basic
|
8.40
|
|
|
5.73
|
|
|
5.76
|
|
|
4.95
|
|
|
4.31
|
|
|||||
Dividends
(6)
|
1.68
|
|
|
1.56
|
|
|
1.42
|
|
|
1.81
|
|
|
0.86
|
|
|||||
Balance sheets
|
|
|
|
|
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||||||||||
Total assets
|
$
|
98,598
|
|
|
$
|
95,789
|
|
|
$
|
92,033
|
|
|
$
|
88,182
|
|
|
$
|
84,141
|
|
Long-term obligations
|
24,797
|
|
|
26,710
|
|
|
24,189
|
|
|
19,142
|
|
|
18,573
|
|
|||||
Disney shareholders’ equity
|
48,773
|
|
|
41,315
|
|
|
43,265
|
|
|
44,525
|
|
|
44,958
|
|
|||||
Statements of cash flows
|
|
|
|
|
|
|
|
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|
||||||||||
Cash provided (used) by:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
14,295
|
|
|
$
|
12,343
|
|
|
$
|
13,136
|
|
|
$
|
11,385
|
|
|
$
|
10,148
|
|
Investing activities
|
(5,336
|
)
|
|
(4,111
|
)
|
|
(5,758
|
)
|
|
(4,245
|
)
|
|
(3,345
|
)
|
|||||
Financing activities
|
(8,843
|
)
|
|
(8,959
|
)
|
|
(7,220
|
)
|
|
(5,801
|
)
|
|
(6,981
|
)
|
(1)
|
The fiscal 2018 results include a net benefit from remeasuring our deferred tax balances to a new U.S. statutory rate, partially offset by a one-time tax on certain accumulated foreign earnings as a result of the Tax Act ($1.11 per diluted share), the benefit from a reduction in the Company
’
s fiscal 2018 U.S. federal statutory income tax rate ($0.75 per diluted share), gains on the sales of real estate and property rights ($0.28 per diluted share), a benefit from the adoption of an accounting pronouncement in fiscal 2017 related to the tax impact of employee share-based awards ($0.03 per diluted share) and insurance proceeds related to a fiscal 2017 legal matter ($0.02 per diluted share). In addition, results include the adverse impact from investment impairments ($0.11 per diluted share) and restructuring and impairment charges ($0.02 per diluted share).
|
(2)
|
The fiscal 2017 results include a benefit from the adoption of a new accounting pronouncement related to the tax impact of employee share-based awards ($0.08 per diluted share), a non-cash net gain in connection with the acquisition of a controlling interest in BAMTech ($0.10 per diluted share) (see Note 3 to the Consolidated Financial Statements), an adverse impact due to a charge, net of committed insurance recoveries, incurred in connection with the settlement of litigation ($0.07 per dilutive share) and restructuring and impairment charges ($0.04 per diluted share).
|
(3)
|
The fiscal 2016 results include the Company’s share of a net gain recognized by A+E in connection with an acquisition of an interest in Vice ($0.13 per diluted share) (see Note 3 to the Consolidated Financial Statements), restructuring and impairment charges ($0.07 per diluted share) and a charge in connection with the discontinuation of our Infinity console game business ($0.05 per diluted share) (see Note 1 to the Consolidated Financial Statements).
|
(4)
|
The fiscal 2015 results include the write-off of a deferred tax asset as a result of a recapitalization at Disneyland Paris ($0.23 per diluted share) and restructuring and impairment charges ($0.02 per diluted share).
|
(5)
|
The fiscal 2014 results include a loss resulting from the foreign currency translation of net monetary assets denominated in Venezuelan currency ($0.05 per diluted share), restructuring and impairment charges ($0.05 per diluted share), a gain on the sale of property ($0.03 per diluted share) and a portion of a settlement of an affiliate contract dispute ($0.01 per diluted share).
|
(6)
|
In fiscal 2015, the Company began paying dividends on a semiannual basis. Accordingly, fiscal 2015 includes dividend payments related to fiscal 2014 and the first half of fiscal 2015.
|
|
|
|
|
|
|
|
% Change
Better/(Worse)
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Services
|
$
|
50,869
|
|
|
$
|
46,843
|
|
|
$
|
47,130
|
|
|
9
|
%
|
|
(1
|
)%
|
Products
|
8,565
|
|
|
8,294
|
|
|
8,502
|
|
|
3
|
%
|
|
(2
|
)%
|
|||
Total revenues
|
59,434
|
|
|
55,137
|
|
|
55,632
|
|
|
8
|
%
|
|
(1
|
)%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of services (exclusive of depreciation and amortization)
|
(27,528
|
)
|
|
(25,320
|
)
|
|
(24,653
|
)
|
|
(9
|
)%
|
|
(3
|
)%
|
|||
Cost of products (exclusive of depreciation and amortization)
|
(5,198
|
)
|
|
(4,986
|
)
|
|
(5,340
|
)
|
|
(4
|
)%
|
|
7
|
%
|
|||
Selling, general, administrative and other
|
(8,860
|
)
|
|
(8,176
|
)
|
|
(8,754
|
)
|
|
(8
|
)%
|
|
7
|
%
|
|||
Depreciation and amortization
|
(3,011
|
)
|
|
(2,782
|
)
|
|
(2,527
|
)
|
|
(8
|
)%
|
|
(10
|
)%
|
|||
Total costs and expenses
|
(44,597
|
)
|
|
(41,264
|
)
|
|
(41,274
|
)
|
|
(8
|
)%
|
|
—
|
%
|
|||
Restructuring and impairment charges
|
(33
|
)
|
|
(98
|
)
|
|
(156
|
)
|
|
66
|
%
|
|
37
|
%
|
|||
Other income, net
|
601
|
|
|
78
|
|
|
—
|
|
|
>100
|
%
|
|
nm
|
|
|||
Interest expense, net
|
(574
|
)
|
|
(385
|
)
|
|
(260
|
)
|
|
(49
|
)%
|
|
(48
|
)%
|
|||
Equity in the income (loss) of investees, net
|
(102
|
)
|
|
320
|
|
|
926
|
|
|
nm
|
|
|
(65
|
)%
|
|||
Income before income taxes
|
14,729
|
|
|
13,788
|
|
|
14,868
|
|
|
7
|
%
|
|
(7
|
)%
|
|||
Income taxes
|
(1,663
|
)
|
|
(4,422
|
)
|
|
(5,078
|
)
|
|
62
|
%
|
|
13
|
%
|
|||
Net income
|
13,066
|
|
|
9,366
|
|
|
9,790
|
|
|
40
|
%
|
|
(4
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(468
|
)
|
|
(386
|
)
|
|
(399
|
)
|
|
(21
|
)%
|
|
3
|
%
|
|||
Net income attributable to The Walt Disney Company (Disney)
|
$
|
12,598
|
|
|
$
|
8,980
|
|
|
$
|
9,391
|
|
|
40
|
%
|
|
(4
|
)%
|
Earnings per share attributable to Disney:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
$
|
8.36
|
|
|
$
|
5.69
|
|
|
$
|
5.73
|
|
|
47
|
%
|
|
(1
|
)%
|
Basic
|
$
|
8.40
|
|
|
$
|
5.73
|
|
|
$
|
5.76
|
|
|
47
|
%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
1,507
|
|
|
1,578
|
|
|
1,639
|
|
|
|
|
|
|||||
Basic
|
1,499
|
|
|
1,568
|
|
|
1,629
|
|
|
|
|
|
•
|
Consolidated Results and Non-Segment Items
|
•
|
Business Segment Results —
2018 vs. 2017
|
•
|
Business Segment Results —
2017 vs. 2016
|
•
|
Corporate and Unallocated Shared Expenses
|
•
|
Impact of U.S. Federal Income Tax Reform
|
•
|
Significant Developments
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations, Commitments and Off Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Forward-Looking Statements
|
(in millions)
|
|
2018
|
|
2017
|
|
% Change
Better/(Worse)
|
||||||
Gains on sales of real estate and property rights
|
|
$
|
560
|
|
|
$
|
—
|
|
|
nm
|
|
|
Settlement of litigation
|
|
38
|
|
|
(177
|
)
|
|
nm
|
|
|
||
Gain related to the acquisition of BAMTech
|
|
3
|
|
|
255
|
|
|
(99
|
)%
|
|
||
Other income, net
|
|
$
|
601
|
|
|
$
|
78
|
|
|
>100
|
%
|
|
(in millions)
|
|
2018
|
|
2017
|
|
% Change
Better/(Worse)
|
||||||
Interest expense
|
|
$
|
(682
|
)
|
|
$
|
(507
|
)
|
|
(35
|
)%
|
|
Interest and investment income
|
|
108
|
|
|
122
|
|
|
(11
|
)%
|
|
||
Interest expense, net
|
|
$
|
(574
|
)
|
|
$
|
(385
|
)
|
|
(49
|
)%
|
|
|
2018
|
|
2017
|
|
Change
Better/(Worse)
|
||||
Effective income tax rate
|
11.3
|
%
|
|
32.1
|
%
|
|
20.8
|
|
ppt
|
•
|
A net benefit of $1.7 billion, which reflected a $2.1 billion benefit from remeasuring our deferred tax balances to the new statutory rate (Deferred Remeasurement), partially offset by a charge of $0.4 billion for a one-time tax on certain accumulated foreign earnings (Deemed Repatriation Tax). This benefit had an impact of approximately 11.5 percentage points on the effective income tax rate.
|
•
|
A reduction in the Company’s fiscal 2018 U.S. statutory federal income tax rate to 24.5% from 35.0% in the prior year. Net of state tax and other related effects, the reduction in the statutory rate had an impact of approximately 8.2 percentage points on the effective income tax rate.
|
(in millions)
|
|
2017
|
|
2016
|
|
% Change
Better/(Worse)
|
||||||
Interest expense
|
|
$
|
(507
|
)
|
|
$
|
(354
|
)
|
|
(43
|
)%
|
|
Interest and investment income
|
|
122
|
|
|
94
|
|
|
30
|
%
|
|
||
Interest expense, net
|
|
$
|
(385
|
)
|
|
$
|
(260
|
)
|
|
(48
|
)%
|
|
|
2017
|
|
2016
|
|
Change
Better/(Worse)
|
||||
Effective income tax rate
|
32.1
|
%
|
|
34.2
|
%
|
|
2.1
|
|
ppt
|
•
|
A benefit of $1.7 billion from the Tax Act Deferred Remeasurement, net of the Deemed Repatriation Tax
|
•
|
A benefit of $601 million comprising $560 million in gains from the sales of real estate and property rights, $38 million from insurance recoveries in connection with the settlement of a fiscal 2017 litigation matter and $3 million from an adjustment related to a non-cash gain recognized in fiscal 2017 for the acquisition of a controlling interest in BAMTech
|
•
|
Impairments of $210 million for Vice and Villages Nature equity investments
|
•
|
Restructuring and impairment charges of $33 million
|
•
|
A non-cash net gain of $255 million in connection with the acquisition of a controlling interest in BAMTech
|
•
|
A charge, net of committed insurance recoveries, of $177 million in connection with the settlement of litigation
|
•
|
Restructuring and impairment charges of $98 million
|
•
|
A benefit of $332 million for the Vice Gain
|
•
|
Restructuring and impairment charges of $156 million
|
•
|
A charge of $129 million related to our Infinity game business
|
(in millions, except per share data)
|
Pre-Tax Income/(Loss)
|
|
Tax Benefit/(Expense)
(1)
|
|
After-Tax Income/(Loss)
|
|
EPS Favorable/(Adverse)
(2)
|
||||||||
Year Ended September 29, 2018:
|
|
|
|
|
|
|
|
||||||||
Net benefit from the Tax Act
|
$
|
—
|
|
|
$
|
1,701
|
|
|
$
|
1,701
|
|
|
$
|
1.11
|
|
Gain from sale of real estate, property rights and other
|
601
|
|
|
(158
|
)
|
|
443
|
|
|
0.30
|
|
||||
Impairment of equity investments
|
(210
|
)
|
|
49
|
|
|
(161
|
)
|
|
(0.11
|
)
|
||||
Restructuring and impairment charges
|
(33
|
)
|
|
7
|
|
|
(26
|
)
|
|
(0.02
|
)
|
||||
Total
|
$
|
358
|
|
|
$
|
1,599
|
|
|
$
|
1,957
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Settlement of litigation
|
$
|
(177
|
)
|
|
$
|
65
|
|
|
$
|
(112
|
)
|
|
$
|
(0.07
|
)
|
Restructuring and impairment charges
|
(98
|
)
|
|
31
|
|
|
(67
|
)
|
|
(0.04
|
)
|
||||
Gain related to the acquisition of BAMTech
|
255
|
|
|
(93
|
)
|
|
162
|
|
|
0.10
|
|
||||
Total
|
$
|
(20
|
)
|
|
$
|
3
|
|
|
$
|
(17
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
||||||||
Year Ended October 1, 2016:
|
|
|
|
|
|
|
|
||||||||
Vice Gain
|
$
|
332
|
|
|
$
|
(122
|
)
|
|
$
|
210
|
|
|
$
|
0.13
|
|
Restructuring and impairment charges
|
(156
|
)
|
|
43
|
|
|
(113
|
)
|
|
(0.07
|
)
|
||||
Infinity Charge
(3)
|
(129
|
)
|
|
47
|
|
|
(82
|
)
|
|
(0.05
|
)
|
||||
Total
|
$
|
47
|
|
|
$
|
(32
|
)
|
|
$
|
15
|
|
|
$
|
0.01
|
|
(1)
|
Tax benefit/expense adjustments are determined using the tax rate applicable to the individual item affecting comparability.
|
(2)
|
EPS is net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to rounding.
|
(3)
|
Recorded in “Cost of products” in the Consolidated Statements of Income. See Note 1 to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
% Change
Better/(Worse)
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
24,500
|
|
|
$
|
23,510
|
|
|
$
|
23,689
|
|
|
4
|
%
|
|
(1
|
)%
|
Parks and Resorts
|
20,296
|
|
|
18,415
|
|
|
16,974
|
|
|
10
|
%
|
|
8
|
%
|
|||
Studio Entertainment
|
9,987
|
|
|
8,379
|
|
|
9,441
|
|
|
19
|
%
|
|
(11
|
)%
|
|||
Consumer Products & Interactive Media
|
4,651
|
|
|
4,833
|
|
|
5,528
|
|
|
(4
|
)%
|
|
(13
|
)%
|
|||
|
$
|
59,434
|
|
|
$
|
55,137
|
|
|
$
|
55,632
|
|
|
8
|
%
|
|
(1
|
)%
|
Segment operating income:
|
|
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
6,625
|
|
|
$
|
6,902
|
|
|
$
|
7,755
|
|
|
(4
|
)%
|
|
(11
|
)%
|
Parks and Resorts
|
4,469
|
|
|
3,774
|
|
|
3,298
|
|
|
18
|
%
|
|
14
|
%
|
|||
Studio Entertainment
|
2,980
|
|
|
2,355
|
|
|
2,703
|
|
|
27
|
%
|
|
(13
|
)%
|
|||
Consumer Products & Interactive Media
|
1,632
|
|
|
1,744
|
|
|
1,965
|
|
|
(6
|
)%
|
|
(11
|
)%
|
|||
|
$
|
15,706
|
|
|
$
|
14,775
|
|
|
$
|
15,721
|
|
|
6
|
%
|
|
(6
|
)%
|
|
|
|
|
|
|
|
% Change
Better/(Worse)
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||
Income before income taxes
|
$
|
14,729
|
|
|
$
|
13,788
|
|
|
$
|
14,868
|
|
|
7
|
%
|
|
(7
|
)%
|
Add/(subtract):
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate and unallocated shared expenses
|
761
|
|
|
582
|
|
|
640
|
|
|
(31
|
)%
|
|
9
|
%
|
|||
Restructuring and impairment charges
|
33
|
|
|
98
|
|
|
156
|
|
|
66
|
%
|
|
37
|
%
|
|||
Other income, net
|
(601
|
)
|
|
(78
|
)
|
|
—
|
|
|
>100
|
%
|
|
nm
|
|
|||
Interest expense, net
|
574
|
|
|
385
|
|
|
260
|
|
|
(49
|
)%
|
|
(48
|
)%
|
|||
Impairment of equity investments
|
210
|
|
|
—
|
|
|
—
|
|
|
nm
|
|
|
nm
|
|
|||
Vice Gain
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
nm
|
|
|
nm
|
|
|||
Infinity Charge
|
—
|
|
|
—
|
|
|
129
|
|
|
nm
|
|
|
nm
|
|
|||
Segment operating income
|
$
|
15,706
|
|
|
$
|
14,775
|
|
|
$
|
15,721
|
|
|
6
|
%
|
|
(6
|
)%
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 29, 2018
|
|
September 30, 2017
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Affiliate fees
|
$
|
13,279
|
|
|
$
|
12,659
|
|
|
5
|
%
|
|
Advertising
|
7,763
|
|
|
8,129
|
|
|
(5
|
)%
|
|
||
TV/SVOD distribution and other
|
3,458
|
|
|
2,722
|
|
|
27
|
%
|
|
||
Total revenues
|
24,500
|
|
|
23,510
|
|
|
4
|
%
|
|
||
Operating expenses
|
(14,928
|
)
|
|
(14,068
|
)
|
|
(6
|
)%
|
|
||
Selling, general, administrative and other
|
(2,752
|
)
|
|
(2,647
|
)
|
|
(4
|
)%
|
|
||
Depreciation and amortization
|
(326
|
)
|
|
(237
|
)
|
|
(38
|
)%
|
|
||
Equity in the income of investees
|
131
|
|
|
344
|
|
|
(62
|
)%
|
|
||
Operating Income
|
$
|
6,625
|
|
|
$
|
6,902
|
|
|
(4
|
)%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 29, 2018
|
|
September 30, 2017
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Cable Networks
(1)
|
$
|
17,063
|
|
|
$
|
16,527
|
|
|
3
|
%
|
|
Broadcasting
|
7,437
|
|
|
6,983
|
|
|
7
|
%
|
|
||
|
$
|
24,500
|
|
|
$
|
23,510
|
|
|
4
|
%
|
|
Segment operating income
|
|
|
|
|
|
|
|||||
Cable Networks
(1)
|
$
|
5,126
|
|
|
$
|
5,353
|
|
|
(4
|
)%
|
|
Broadcasting
|
1,368
|
|
|
1,205
|
|
|
14
|
%
|
|
||
Equity in the income of investees
|
131
|
|
|
344
|
|
|
(62
|
)%
|
|
||
|
$
|
6,625
|
|
|
$
|
6,902
|
|
|
(4
|
)%
|
|
(1)
|
Cable Networks results in the current year include the consolidated results of BAMTech, whereas in the prior year the Company’s share of BAMTech’s results was reported in equity in the income of investees.
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 29, 2018
|
|
September 30, 2017
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Domestic
|
$
|
16,161
|
|
|
$
|
14,812
|
|
|
9
|
%
|
|
International
|
4,135
|
|
|
3,603
|
|
|
15
|
%
|
|
||
Total revenues
|
20,296
|
|
|
18,415
|
|
|
10
|
%
|
|
||
Operating expenses
|
(11,590
|
)
|
|
(10,667
|
)
|
|
(9
|
)%
|
|
||
Selling, general, administrative and other
|
(2,058
|
)
|
|
(1,950
|
)
|
|
(6
|
)%
|
|
||
Depreciation and amortization
|
(2,156
|
)
|
|
(1,999
|
)
|
|
(8
|
)%
|
|
||
Equity in the loss of investees
|
(23
|
)
|
|
(25
|
)
|
|
8
|
%
|
|
||
Operating Income
|
$
|
4,469
|
|
|
$
|
3,774
|
|
|
18
|
%
|
|
|
Domestic
|
|
International
(2)
|
|
Total
|
||||||||||||||||||
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/ (decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
4
|
%
|
|
2
|
%
|
|
4
|
%
|
|
47
|
%
|
|
4
|
%
|
|
13
|
%
|
||||||
Per Capita Guest Spending
|
6
|
%
|
|
2
|
%
|
|
5
|
%
|
|
(1
|
)%
|
|
6
|
%
|
|
(1
|
)%
|
||||||
Hotels
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
88
|
%
|
|
88
|
%
|
|
84
|
%
|
|
80
|
%
|
|
87
|
%
|
|
86
|
%
|
||||||
Available Room Nights
(in thousands)
|
10,045
|
|
|
10,205
|
|
|
3,179
|
|
|
3,022
|
|
|
13,224
|
|
|
13,227
|
|
||||||
Per Room Guest Spending
|
|
$345
|
|
|
|
$317
|
|
|
|
$297
|
|
|
|
$289
|
|
|
|
$334
|
|
|
|
$311
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
|
(2)
|
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the fiscal 2017 average foreign exchange rate.
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 29, 2018
|
|
September 30, 2017
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
4,303
|
|
|
$
|
2,903
|
|
|
48
|
%
|
|
Home entertainment
|
1,750
|
|
|
1,798
|
|
|
(3
|
)%
|
|
||
TV/SVOD distribution and other
|
3,934
|
|
|
3,678
|
|
|
7
|
%
|
|
||
Total revenues
|
9,987
|
|
|
8,379
|
|
|
19
|
%
|
|
||
Operating expenses
|
(4,326
|
)
|
|
(3,667
|
)
|
|
(18
|
)%
|
|
||
Selling, general, administrative and other
|
(2,562
|
)
|
|
(2,242
|
)
|
|
(14
|
)%
|
|
||
Depreciation and amortization
|
(119
|
)
|
|
(115
|
)
|
|
(3
|
)%
|
|
||
Operating Income
|
$
|
2,980
|
|
|
$
|
2,355
|
|
|
27
|
%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 29, 2018
|
|
September 30, 2017
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Licensing, publishing and games
|
$
|
3,060
|
|
|
$
|
3,256
|
|
|
(6
|
)%
|
|
Retail and other
|
1,591
|
|
|
1,577
|
|
|
1
|
%
|
|
||
Total revenues
|
4,651
|
|
|
4,833
|
|
|
(4
|
)%
|
|
||
Operating expenses
|
(1,882
|
)
|
|
(1,904
|
)
|
|
1
|
%
|
|
||
Selling, general, administrative and other
|
(945
|
)
|
|
(1,007
|
)
|
|
6
|
%
|
|
||
Depreciation and amortization
|
(192
|
)
|
|
(179
|
)
|
|
(7
|
)%
|
|
||
Equity in the income of investees
|
—
|
|
|
1
|
|
|
—
|
%
|
|
||
Operating Income
|
$
|
1,632
|
|
|
$
|
1,744
|
|
|
(6
|
)%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 30, 2017
|
|
October 1, 2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Affiliate fees
|
$
|
12,659
|
|
|
$
|
12,259
|
|
|
3
|
%
|
|
Advertising
|
8,129
|
|
|
8,509
|
|
|
(4
|
)%
|
|
||
TV/SVOD distribution and other
|
2,722
|
|
|
2,921
|
|
|
(7
|
)%
|
|
||
Total revenues
|
23,510
|
|
|
23,689
|
|
|
(1
|
)%
|
|
||
Operating expenses
|
(14,068
|
)
|
|
(13,571
|
)
|
|
(4
|
)%
|
|
||
Selling, general, administrative and other
|
(2,647
|
)
|
|
(2,705
|
)
|
|
2
|
%
|
|
||
Depreciation and amortization
|
(237
|
)
|
|
(255
|
)
|
|
7
|
%
|
|
||
Equity in the income of investees
|
344
|
|
|
597
|
|
|
(42
|
)%
|
|
||
Operating Income
|
$
|
6,902
|
|
|
$
|
7,755
|
|
|
(11
|
)%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 30, 2017
|
|
October 1, 2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
16,527
|
|
|
$
|
16,632
|
|
|
(1
|
)%
|
|
Broadcasting
|
6,983
|
|
|
7,057
|
|
|
(1
|
)%
|
|
||
|
$
|
23,510
|
|
|
$
|
23,689
|
|
|
(1
|
)%
|
|
Segment operating income
|
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
5,353
|
|
|
$
|
5,965
|
|
|
(10
|
)%
|
|
Broadcasting
|
1,205
|
|
|
1,193
|
|
|
1
|
%
|
|
||
Equity in the income of investees
|
344
|
|
|
597
|
|
|
(42
|
)%
|
|
||
|
$
|
6,902
|
|
|
$
|
7,755
|
|
|
(11
|
)%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 30, 2017
|
|
October 1, 2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Domestic
|
$
|
14,812
|
|
|
$
|
14,242
|
|
|
4
|
%
|
|
International
|
3,603
|
|
|
2,732
|
|
|
32
|
%
|
|
||
Total revenues
|
18,415
|
|
|
16,974
|
|
|
8
|
%
|
|
||
Operating expenses
|
(10,667
|
)
|
|
(10,039
|
)
|
|
(6
|
)%
|
|
||
Selling, general, administrative and other
|
(1,950
|
)
|
|
(1,913
|
)
|
|
(2
|
)%
|
|
||
Depreciation and amortization
|
(1,999
|
)
|
|
(1,721
|
)
|
|
(16
|
)%
|
|
||
Equity in the loss of investees
|
(25
|
)
|
|
(3
|
)
|
|
>(100
|
)%
|
|
||
Operating Income
|
$
|
3,774
|
|
|
$
|
3,298
|
|
|
14
|
%
|
|
|
Domestic
|
|
International
(2)
|
|
Total
|
||||||||||||||||||
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/ (decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
2
|
%
|
|
(1
|
)%
|
|
47
|
%
|
|
5
|
%
|
|
13
|
%
|
|
1
|
%
|
||||||
Per Capita Guest Spending
|
2
|
%
|
|
7
|
%
|
|
(1
|
)%
|
|
6
|
%
|
|
(1
|
)%
|
|
7
|
%
|
||||||
Hotels
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
88
|
%
|
|
89
|
%
|
|
80
|
%
|
|
78
|
%
|
|
86
|
%
|
|
87
|
%
|
||||||
Available Room Nights
(in thousands) |
10,205
|
|
|
10,382
|
|
|
3,022
|
|
|
2,600
|
|
|
13,227
|
|
|
12,982
|
|
||||||
Per Room Guest Spending
|
|
$317
|
|
|
|
$305
|
|
|
|
$292
|
|
|
|
$278
|
|
|
|
$312
|
|
|
|
$301
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
|
(2)
|
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the fiscal 2016 average foreign exchange rate.
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 30, 2017
|
|
October 1, 2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
2,903
|
|
|
$
|
3,672
|
|
|
(21
|
)%
|
|
Home entertainment
|
1,798
|
|
|
2,108
|
|
|
(15
|
)%
|
|
||
TV/SVOD distribution and other
|
3,678
|
|
|
3,661
|
|
|
—
|
%
|
|
||
Total revenues
|
8,379
|
|
|
9,441
|
|
|
(11
|
)%
|
|
||
Operating expenses
|
(3,667
|
)
|
|
(3,991
|
)
|
|
8
|
%
|
|
||
Selling, general, administrative and other
|
(2,242
|
)
|
|
(2,622
|
)
|
|
14
|
%
|
|
||
Depreciation and amortization
|
(115
|
)
|
|
(125
|
)
|
|
8
|
%
|
|
||
Operating Income
|
$
|
2,355
|
|
|
$
|
2,703
|
|
|
(13
|
)%
|
|
|
Year Ended
|
|
% Change
Better /
(Worse)
|
||||||||
(in millions)
|
September 30, 2017
|
|
October 1, 2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
|||||
Licensing, publishing and games
|
$
|
3,256
|
|
|
$
|
3,819
|
|
|
(15
|
)%
|
|
Retail and other
|
1,577
|
|
|
1,709
|
|
|
(8
|
)%
|
|
||
Total revenues
|
4,833
|
|
|
5,528
|
|
|
(13
|
)%
|
|
||
Operating expenses
|
(1,904
|
)
|
|
(2,263
|
)
|
|
16
|
%
|
|
||
Selling, general, administrative and other
|
(1,007
|
)
|
|
(1,125
|
)
|
|
10
|
%
|
|
||
Depreciation and amortization
|
(179
|
)
|
|
(175
|
)
|
|
(2
|
)%
|
|
||
Equity in the income of investees
|
1
|
|
|
—
|
|
|
nm
|
|
|
||
Operating Income
|
$
|
1,744
|
|
|
$
|
1,965
|
|
|
(11
|
)%
|
|
|
|
|
|
|
|
|
|
% Change
Better/(Worse) |
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
|
||||||||
Corporate and unallocated shared expenses
|
|
$
|
(761
|
)
|
|
$
|
(582
|
)
|
|
$
|
(640
|
)
|
|
(31
|
)%
|
|
9
|
%
|
|
•
|
The Company’s federal statutory income tax rate was reduced from 35.0% to 24.5% for fiscal 2018 and to 21.0% for following years.
|
•
|
For the year ended September 29, 2018, the Company recognized a net benefit of $1.7 billion, which reflected a $2.1 billion benefit from the Deferred Remeasurement, partially offset by a charge of $0.4 billion for the Deemed Repatriation Tax.
|
•
|
Generally, there will no longer be a U.S. federal income tax cost on the repatriation of foreign earnings.
|
•
|
The Company will generally be eligible to claim an immediate deduction for investments in qualified fixed assets acquired and film and television productions that commenced after September 27, 2017 and are placed in service during fiscal 2018 through fiscal 2022. This provision phases out through fiscal 2027.
|
•
|
Certain provisions of the Act are not effective for the Company until fiscal 2019 including:
|
•
|
The elimination of the domestic production activities deduction.
|
•
|
The taxation of certain foreign derived income in the U.S. at an effective rate of approximately 13% (which increases to approximately 16% in 2025) rather than the general statutory rate of 21%.
|
•
|
A minimum effective tax on certain foreign earnings of approximately 13%.
|
•
|
We expect a cash tax benefit similar to the reduction in the statutory rate, as well as a benefit from the immediate deduction for investments in qualified fixed assets and film and television productions.
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by operations
|
|
$
|
14,295
|
|
|
$
|
12,343
|
|
|
$
|
13,136
|
|
Cash used in investing activities
|
|
(5,336
|
)
|
|
(4,111
|
)
|
|
(5,758
|
)
|
|||
Cash used in financing activities
|
|
(8,843
|
)
|
|
(8,959
|
)
|
|
(7,220
|
)
|
|||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
|
(25
|
)
|
|
31
|
|
|
(123
|
)
|
|||
Change in cash, cash equivalents and restricted cash
|
|
$
|
91
|
|
|
$
|
(696
|
)
|
|
$
|
35
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Media Networks
|
|
|
|
|
|
|
||||||
Cable Networks
|
|
$
|
172
|
|
|
$
|
137
|
|
|
$
|
147
|
|
Broadcasting
|
|
92
|
|
|
88
|
|
|
90
|
|
|||
Total Media Networks
|
|
264
|
|
|
225
|
|
|
237
|
|
|||
Parks and Resorts
|
|
|
|
|
|
|
||||||
Domestic
|
|
1,410
|
|
|
1,336
|
|
|
1,273
|
|
|||
International
|
|
742
|
|
|
660
|
|
|
445
|
|
|||
Total Parks and Resorts
|
|
2,152
|
|
|
1,996
|
|
|
1,718
|
|
|||
Studio Entertainment
|
|
55
|
|
|
50
|
|
|
51
|
|
|||
Consumer Products & Interactive Media
|
|
69
|
|
|
63
|
|
|
63
|
|
|||
Corporate
|
|
218
|
|
|
252
|
|
|
251
|
|
|||
Total depreciation expense
|
|
$
|
2,758
|
|
|
$
|
2,586
|
|
|
$
|
2,320
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Media Networks
|
|
$
|
62
|
|
|
$
|
12
|
|
|
$
|
18
|
|
Parks and Resorts
|
|
4
|
|
|
3
|
|
|
3
|
|
|||
Studio Entertainment
|
|
64
|
|
|
65
|
|
|
74
|
|
|||
Consumer Products & Interactive Media
|
|
123
|
|
|
116
|
|
|
112
|
|
|||
Total amortization of intangible assets
|
|
$
|
253
|
|
|
$
|
196
|
|
|
$
|
207
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balances:
|
|
|
|
|
|
|
||||||
Production and programming assets
|
|
$
|
8,759
|
|
|
$
|
7,547
|
|
|
$
|
7,353
|
|
Programming liabilities
|
|
(1,106
|
)
|
|
(1,063
|
)
|
|
(989
|
)
|
|||
|
|
7,653
|
|
|
6,484
|
|
|
6,364
|
|
|||
Spending:
|
|
|
|
|
|
|
||||||
Television program licenses and rights
|
|
7,770
|
|
|
7,406
|
|
|
6,585
|
|
|||
Film and television production
|
|
5,590
|
|
|
5,319
|
|
|
4,632
|
|
|||
|
|
13,360
|
|
|
12,725
|
|
|
11,217
|
|
|||
Amortization:
|
|
|
|
|
|
|
||||||
Television program licenses and rights
|
|
(7,966
|
)
|
|
(7,595
|
)
|
|
(6,678
|
)
|
|||
Film and television production
|
|
(4,871
|
)
|
|
(4,055
|
)
|
|
(4,438
|
)
|
|||
|
|
(12,837
|
)
|
|
(11,650
|
)
|
|
(11,116
|
)
|
|||
Change in film and television production and
programming costs
|
|
523
|
|
|
1,075
|
|
|
101
|
|
|||
Other non-cash activity
|
|
(152
|
)
|
|
94
|
|
|
19
|
|
|||
Ending balances:
|
|
|
|
|
|
|
||||||
Production and programming assets
|
|
9,202
|
|
|
8,759
|
|
|
7,547
|
|
|||
Programming liabilities
|
|
(1,178
|
)
|
|
(1,106
|
)
|
|
(1,063
|
)
|
|||
|
|
$
|
8,024
|
|
|
$
|
7,653
|
|
|
$
|
6,484
|
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Media Networks
|
|
|
|
|
|
|
||||||
Cable Networks
|
|
$
|
202
|
|
|
$
|
75
|
|
|
$
|
86
|
|
Broadcasting
|
|
87
|
|
|
64
|
|
|
80
|
|
|||
Parks and Resorts
|
|
|
|
|
|
|
||||||
Domestic
|
|
3,212
|
|
|
2,375
|
|
|
2,180
|
|
|||
International
|
|
671
|
|
|
816
|
|
|
2,035
|
|
|||
Studio Entertainment
|
|
96
|
|
|
85
|
|
|
86
|
|
|||
Consumer Products & Interactive Media
|
|
18
|
|
|
30
|
|
|
53
|
|
|||
Corporate
|
|
179
|
|
|
178
|
|
|
253
|
|
|||
|
|
$
|
4,465
|
|
|
$
|
3,623
|
|
|
$
|
4,773
|
|
(in millions)
|
|
September 30, 2017
|
|
Borrowings
|
|
Payments
|
|
Other
Activity
|
|
September 29, 2018
|
||||||||||
Commercial paper with original maturities less than three months, net
(1)
|
|
$
|
1,151
|
|
|
$
|
—
|
|
|
$
|
(1,099
|
)
|
|
$
|
(2
|
)
|
|
$
|
50
|
|
Commercial paper with original maturities greater than three months
|
|
1,621
|
|
|
8,079
|
|
|
(8,748
|
)
|
|
3
|
|
|
955
|
|
|||||
U.S. and European medium-term notes
|
|
19,721
|
|
|
—
|
|
|
(1,800
|
)
|
|
21
|
|
|
17,942
|
|
|||||
Asia Theme Parks borrowings
|
|
1,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,145
|
|
|||||
BAMTech acquisition payable
|
|
1,581
|
|
|
—
|
|
|
(1,581
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency denominated debt and other
(2)
|
|
72
|
|
|
1,056
|
|
|
(71
|
)
|
|
(275
|
)
|
|
782
|
|
|||||
Total
|
|
$
|
25,291
|
|
|
$
|
9,135
|
|
|
$
|
(13,299
|
)
|
|
$
|
(253
|
)
|
|
$
|
20,874
|
|
(1)
|
Borrowings and reductions of borrowings are reported net.
|
(2)
|
The other activity is due to market value adjustments for debt with qualifying hedges.
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
4-5
Years
|
|
More than
5 Years
|
||||||||||
Borrowings (Note 8)
(1)
|
|
$
|
28,240
|
|
|
$
|
4,412
|
|
|
$
|
6,095
|
|
|
$
|
3,803
|
|
|
$
|
13,930
|
|
Operating lease commitments (Note 14)
|
|
3,584
|
|
|
681
|
|
|
1,041
|
|
|
642
|
|
|
1,220
|
|
|||||
Capital lease obligations (Note 14)
|
|
540
|
|
|
24
|
|
|
40
|
|
|
34
|
|
|
442
|
|
|||||
Sports programming commitments (Note 14)
|
|
42,536
|
|
|
6,835
|
|
|
14,216
|
|
|
9,291
|
|
|
12,194
|
|
|||||
Broadcast programming commitments (Note 14)
|
|
2,077
|
|
|
505
|
|
|
536
|
|
|
389
|
|
|
647
|
|
|||||
Total sports and other broadcast programming commitments
|
|
44,613
|
|
|
7,340
|
|
|
14,752
|
|
|
9,680
|
|
|
12,841
|
|
|||||
Other
(2)
|
|
7,294
|
|
|
1,793
|
|
|
1,837
|
|
|
1,996
|
|
|
1,668
|
|
|||||
Total contractual obligations
(3)
|
|
$
|
84,271
|
|
|
$
|
14,250
|
|
|
$
|
23,765
|
|
|
$
|
16,155
|
|
|
$
|
30,101
|
|
(1)
|
Excludes market value adjustments, which reduce recorded borrowings by
$304 million
. Includes interest payments based on contractual terms for fixed rate debt and on current interest rates for variable rate debt. In 2023, the Company has the ability to call a debt instrument prior to its scheduled maturity, which if exercised by the Company would reduce future interest payments by $1.0 billion.
|
(2)
|
Other commitments primarily comprise contracts for the construction of three new cruise ships, creative talent and employment agreements and unrecognized tax benefits. Creative talent and employment agreements include obligations to actors, producers, sports, television and radio personalities and executives.
|
(3)
|
Contractual commitments include the following:
|
Liabilities recorded on the balance sheet
|
$
|
21,991
|
|
Commitments not recorded on the balance sheet
|
62,280
|
|
|
|
$
|
84,271
|
|
Fiscal Year 2018
|
|
Interest Rate
Sensitive
Financial
Instruments
|
|
Currency
Sensitive
Financial
Instruments
|
|
Equity
Sensitive
Financial
Instruments
|
|
Commodity Sensitive Financial Instruments
|
|
Combined
Portfolio
|
||||||||||
Year end fiscal 2018 VAR
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
44
|
|
Average VAR
|
|
49
|
|
|
35
|
|
|
2
|
|
|
1
|
|
|
64
|
|
|||||
Highest VAR
|
|
64
|
|
|
46
|
|
|
2
|
|
|
1
|
|
|
77
|
|
|||||
Lowest VAR
|
|
32
|
|
|
30
|
|
|
1
|
|
|
1
|
|
|
44
|
|
|||||
Year end fiscal 2017 VAR
|
|
57
|
|
|
47
|
|
|
2
|
|
|
1
|
|
|
92
|
|
(1)
|
Financial Statements and Schedules
|
(2)
|
Exhibits
|
|
|
Exhibit
|
|
Location
|
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.
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company
|
|
|
3.2
|
|
Certificate of Designation of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on March 8, 2018
|
|
|
3.3
|
|
Bylaws of the Company
|
|
|
4.1
|
|
Five-Year Credit Agreement dated as of March 9, 2018
|
|
|
4.2
|
|
Five-Year Credit Agreement dated as of March 11, 2016
|
|
|
4.3
|
|
364 Day Credit Agreement dated as of March 9, 2018
|
|
|
4.4
|
|
Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, N.A., as Trustee
|
|
|
4.5
|
|
Other 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
|
|
|
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
|
|
|
10.2
|
|
Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger
|
|
|
10.3
|
|
Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger
|
|
|
10.4
|
|
Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger
|
|
|
10.5
|
|
Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger
|
|
|
10.6
|
|
Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger
|
|
|
10.7
|
|
Employment Agreement, dated as of September 27, 2013 between the Company and Alan N. Braverman
|
|
|
|
Exhibit
|
|
Location
|
10.8
|
|
Amendment dated February 4, 2015 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman
|
|
|
10.9
|
|
Amendment dated August 15, 2017 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman
|
|
|
10.10
|
|
Employment Agreement dated as of March 14, 2018 between the Company and Kevin A. Mayer
|
|
|
10.11
|
|
Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Kevin A. Mayer
|
|
|
10.12
|
|
Employment Agreement dated August 15, 2017 and effective between the Company and Jayne Parker
|
|
|
10.13
|
|
Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy
|
|
|
10.14
|
|
Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy
|
|
|
10.15
|
|
Voluntary Non-Qualified Deferred Compensation Plan
|
|
|
10.16
|
|
Description of Directors Compensation
|
|
|
10.17
|
|
Form of Indemnification Agreement for certain officers and directors
|
|
Annex C to the Proxy Statement for the 1987 annual meeting of DEI
|
10.18
|
|
1995 Stock Option Plan for Non-Employee Directors
|
|
|
10.19
|
|
Amended and Restated 2002 Executive Performance Plan
|
|
|
10.20
|
|
Management Incentive Bonus Program
|
|
|
10.21
|
|
Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan
|
|
|
10.22
|
|
Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan
|
|
|
10.23
|
|
Amended and Restated 2011 Stock Incentive Plan
|
|
|
10.24
|
|
Disney Key Employees Retirement Savings Plan
|
|
|
10.25
|
|
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
|
|
|
10.26
|
|
Group Personal Excess Liability Insurance Plan
|
|
|
10.27
|
|
Amended and Restated Severance Pay Plan
|
|
|
10.28
|
|
Form of Restricted Stock Unit Award Agreement (Time-Based Vesting)
|
|
|
10.29
|
|
Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement)
|
|
|
|
Exhibit
|
|
Location
|
10.30
|
|
Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests/
Section 162(m) Vesting Requirement)
|
|
|
10.31
|
|
Form of Non-Qualified Stock Option Award Agreement
|
|
|
10.32
|
|
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
|
|
|
10.33
|
|
Performance-Based Stock Unit Award (Section 162(m) Vesting Requirement) for Robert A. Iger dated as of December 13, 2017
|
|
|
10.34
|
|
Disney Savings and Investment Plan as Amended and Restated Effective January 1, 2015
|
|
|
10.35
|
|
First Amendment dated December 19, 2016 to the Disney Savings and Investment Plan as amended and restated effective January 1, 2015
|
|
|
10.36
|
|
Second Amendment dated December 3, 2012 to the Disney Savings and Investment Plan
|
|
|
10.37
|
|
Third Amendment dated December 18, 2014 to the Disney Savings and Investment Plan
|
|
|
10.38
|
|
Fourth Amendment dated April 30, 2015 to the Disney Savings and Investment Plan
|
|
|
21
|
|
Subsidiaries of the Company
|
|
|
23
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
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
|
|
|
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
|
|
|
32(a)
|
|
Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
32(b)
|
|
Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended September 29, 2018 formatted in Extensible Business Reporting Language (XBRL): (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 notes
|
|
Filed herewith
|
*
|
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.
|
|
|
|
|
|
THE WALT DISNEY COMPANY
|
|
|
|
|
|
(Registrant)
|
Date:
|
November 21, 2018
|
|
By:
|
|
/s/ ROBERT A. IGER
|
|
|
|
|
|
(Robert A. Iger,
|
|
|
|
|
|
Chairman and Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
Principal Executive Officer
|
|
|
|
|
/s/ ROBERT A. IGER
|
|
Chairman and Chief Executive Officer
|
|
November 21, 2018
|
(Robert A. Iger)
|
|
|
|
|
|
|
|
||
Principal Financial and Accounting Officers
|
|
|
|
|
/s/ CHRISTINE M. MCCARTHY
|
|
Senior Executive Vice President
and Chief Financial Officer
|
|
November 21, 2018
|
(Christine M. McCarthy)
|
|
|
|
|
|
|
|
||
/s/ BRENT A. WOODFORD
|
|
Executive Vice President-Controllership, Financial Planning and Tax
|
|
November 21, 2018
|
(Brent A. Woodford)
|
|
|
|
|
|
|
|
||
Directors
|
|
|
|
|
/s/ SUSAN E. ARNOLD
|
|
Director
|
|
November 21, 2018
|
(Susan E. Arnold)
|
|
|
|
|
|
|
|
||
/s/ MARY T. BARRA
|
|
Director
|
|
November 21, 2018
|
(Mary T. Barra)
|
|
|
|
|
|
|
|
||
/s/ SAFRA A. CATZ
|
|
Director
|
|
November 21, 2018
|
(Safra A. Catz)
|
|
|
|
|
|
|
|
||
/s/ JOHN S. CHEN
|
|
Director
|
|
November 21, 2018
|
(John S. Chen)
|
|
|
|
|
|
|
|
||
/s/ FRANCIS A. DESOUZA
|
|
Director
|
|
November 21, 2018
|
(Francis A. deSouza)
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL FROMAN
|
|
Director
|
|
November 21, 2018
|
(Michael Froman)
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT A. IGER
|
|
Chairman of the Board and Director
|
|
November 21, 2018
|
(Robert A. Iger)
|
|
|
|
|
|
|
|
||
/s/ MARIA ELENA LAGOMASINO
|
|
Director
|
|
November 21, 2018
|
(Maria Elena Lagomasino)
|
|
|
|
|
|
|
|
||
/s/ FRED H. LANGHAMMER
|
|
Director
|
|
November 21, 2018
|
(Fred H. Langhammer)
|
|
|
|
|
|
|
|
||
/s/ AYLWIN B. LEWIS
|
|
Director
|
|
November 21, 2018
|
(Aylwin B. Lewis)
|
|
|
|
|
|
|
|
|
|
/s/ MARK G. PARKER
|
|
Director
|
|
November 21, 2018
|
(Mark G. Parker)
|
|
|
|
|
|
Page
|
Management’s Report on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Financial Statements of The Walt Disney Company and Subsidiaries
|
|
Consolidated Statements of Income for the Years Ended September 29, 2018, September 30, 2017 and October 1, 2016
|
|
Consolidated Statements of Comprehensive Income for the Years Ended September 29, 2018, September 30, 2017 and October 1, 2016
|
|
Consolidated Balance Sheets as of September 29, 2018 and September 30, 2017
|
|
Consolidated Statements of Cash Flows for the Years Ended September 29, 2018, September 30, 2017 and October 1, 2016
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended September 29, 2018, September 30, 2017 and October 1, 2016
|
|
Notes to Consolidated Financial Statements
|
|
Quarterly Financial Summary (unaudited)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Services
|
$
|
50,869
|
|
|
$
|
46,843
|
|
|
$
|
47,130
|
|
Products
|
8,565
|
|
|
8,294
|
|
|
8,502
|
|
|||
Total revenues
|
59,434
|
|
|
55,137
|
|
|
55,632
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of services (exclusive of depreciation and amortization)
|
(27,528
|
)
|
|
(25,320
|
)
|
|
(24,653
|
)
|
|||
Cost of products (exclusive of depreciation and amortization)
|
(5,198
|
)
|
|
(4,986
|
)
|
|
(5,340
|
)
|
|||
Selling, general, administrative and other
|
(8,860
|
)
|
|
(8,176
|
)
|
|
(8,754
|
)
|
|||
Depreciation and amortization
|
(3,011
|
)
|
|
(2,782
|
)
|
|
(2,527
|
)
|
|||
Total costs and expenses
|
(44,597
|
)
|
|
(41,264
|
)
|
|
(41,274
|
)
|
|||
Restructuring and impairment charges
|
(33
|
)
|
|
(98
|
)
|
|
(156
|
)
|
|||
Other income, net
|
601
|
|
|
78
|
|
|
—
|
|
|||
Interest expense, net
|
(574
|
)
|
|
(385
|
)
|
|
(260
|
)
|
|||
Equity in the income (loss) of investees, net
|
(102
|
)
|
|
320
|
|
|
926
|
|
|||
Income before income taxes
|
14,729
|
|
|
13,788
|
|
|
14,868
|
|
|||
Income taxes
|
(1,663
|
)
|
|
(4,422
|
)
|
|
(5,078
|
)
|
|||
Net income
|
13,066
|
|
|
9,366
|
|
|
9,790
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(468
|
)
|
|
(386
|
)
|
|
(399
|
)
|
|||
Net income attributable to The Walt Disney Company (Disney)
|
$
|
12,598
|
|
|
$
|
8,980
|
|
|
$
|
9,391
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Disney:
|
|
|
|
|
|
||||||
Diluted
|
$
|
8.36
|
|
|
$
|
5.69
|
|
|
$
|
5.73
|
|
Basic
|
$
|
8.40
|
|
|
$
|
5.73
|
|
|
$
|
5.76
|
|
|
|
|
|
|
|
||||||
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||||||
Diluted
|
1,507
|
|
|
1,578
|
|
|
1,639
|
|
|||
Basic
|
1,499
|
|
|
1,568
|
|
|
1,629
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
1.68
|
|
|
$
|
1.56
|
|
|
$
|
1.42
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
$
|
13,066
|
|
|
$
|
9,366
|
|
|
$
|
9,790
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Market value adjustments for investments
|
7
|
|
|
(18
|
)
|
|
13
|
|
|||
Market value adjustments for hedges
|
207
|
|
|
(37
|
)
|
|
(359
|
)
|
|||
Pension and postretirement medical plan adjustments
|
434
|
|
|
584
|
|
|
(1,154
|
)
|
|||
Foreign currency translation and other
|
(289
|
)
|
|
(103
|
)
|
|
(156
|
)
|
|||
Other comprehensive income/(loss)
|
359
|
|
|
426
|
|
|
(1,656
|
)
|
|||
Comprehensive income
|
13,425
|
|
|
9,792
|
|
|
8,134
|
|
|||
Net income attributable to noncontrolling interests,
including redeemable noncontrolling interests
|
(468
|
)
|
|
(386
|
)
|
|
(399
|
)
|
|||
Other comprehensive loss attributable to noncontrolling interests
|
72
|
|
|
25
|
|
|
98
|
|
|||
Comprehensive income attributable to Disney
|
$
|
13,029
|
|
|
$
|
9,431
|
|
|
$
|
7,833
|
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,150
|
|
|
$
|
4,017
|
|
Receivables
|
9,334
|
|
|
8,633
|
|
||
Inventories
|
1,392
|
|
|
1,373
|
|
||
Television costs and advances
|
1,314
|
|
|
1,278
|
|
||
Other current assets
|
635
|
|
|
588
|
|
||
Total current assets
|
16,825
|
|
|
15,889
|
|
||
Film and television costs
|
7,888
|
|
|
7,481
|
|
||
Investments
|
2,899
|
|
|
3,202
|
|
||
Parks, resorts and other property
|
|
|
|
||||
Attractions, buildings and equipment
|
55,238
|
|
|
54,043
|
|
||
Accumulated depreciation
|
(30,764
|
)
|
|
(29,037
|
)
|
||
|
24,474
|
|
|
25,006
|
|
||
Projects in progress
|
3,942
|
|
|
2,145
|
|
||
Land
|
1,124
|
|
|
1,255
|
|
||
|
29,540
|
|
|
28,406
|
|
||
Intangible assets, net
|
6,812
|
|
|
6,995
|
|
||
Goodwill
|
31,269
|
|
|
31,426
|
|
||
Other assets
|
3,365
|
|
|
2,390
|
|
||
Total assets
|
$
|
98,598
|
|
|
$
|
95,789
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
$
|
9,479
|
|
|
$
|
8,855
|
|
Current portion of borrowings
|
3,790
|
|
|
6,172
|
|
||
Deferred revenue and other
|
4,591
|
|
|
4,568
|
|
||
Total current liabilities
|
17,860
|
|
|
19,595
|
|
||
Borrowings
|
17,084
|
|
|
19,119
|
|
||
Deferred income taxes
|
3,109
|
|
|
4,480
|
|
||
Other long-term liabilities
|
6,590
|
|
|
6,443
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
1,123
|
|
|
1,148
|
|
||
Equity
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, Authorized – 4.6 billion shares,
Issued – 2.9 billion shares |
36,779
|
|
|
36,248
|
|
||
Retained earnings
|
82,679
|
|
|
72,606
|
|
||
Accumulated other comprehensive loss
|
(3,097
|
)
|
|
(3,528
|
)
|
||
|
116,361
|
|
|
105,326
|
|
||
Treasury stock, at cost, 1.4 billion shares
|
(67,588
|
)
|
|
(64,011
|
)
|
||
Total Disney Shareholders’ equity
|
48,773
|
|
|
41,315
|
|
||
Noncontrolling interests
|
4,059
|
|
|
3,689
|
|
||
Total equity
|
52,832
|
|
|
45,004
|
|
||
Total liabilities and equity
|
$
|
98,598
|
|
|
$
|
95,789
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
13,066
|
|
|
$
|
9,366
|
|
|
$
|
9,790
|
|
Depreciation and amortization
|
3,011
|
|
|
2,782
|
|
|
2,527
|
|
|||
Gains on acquisitions and dispositions
|
(560
|
)
|
|
(289
|
)
|
|
(26
|
)
|
|||
Deferred income taxes
|
(1,573
|
)
|
|
334
|
|
|
1,214
|
|
|||
Equity in the (income) loss of investees
|
102
|
|
|
(320
|
)
|
|
(926
|
)
|
|||
Cash distributions received from equity investees
|
775
|
|
|
788
|
|
|
799
|
|
|||
Net change in film and television costs and advances
|
(523
|
)
|
|
(1,075
|
)
|
|
(101
|
)
|
|||
Equity-based compensation
|
393
|
|
|
364
|
|
|
393
|
|
|||
Other
|
441
|
|
|
503
|
|
|
674
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(720
|
)
|
|
107
|
|
|
(393
|
)
|
|||
Inventories
|
(17
|
)
|
|
(5
|
)
|
|
186
|
|
|||
Other assets
|
(927
|
)
|
|
(52
|
)
|
|
(443
|
)
|
|||
Accounts payable and other accrued liabilities
|
235
|
|
|
(368
|
)
|
|
40
|
|
|||
Income taxes
|
592
|
|
|
208
|
|
|
(598
|
)
|
|||
Cash provided by operations
|
14,295
|
|
|
12,343
|
|
|
13,136
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Investments in parks, resorts and other property
|
(4,465
|
)
|
|
(3,623
|
)
|
|
(4,773
|
)
|
|||
Acquisitions
|
(1,581
|
)
|
|
(417
|
)
|
|
(850
|
)
|
|||
Other
|
710
|
|
|
(71
|
)
|
|
(135
|
)
|
|||
Cash used in investing activities
|
(5,336
|
)
|
|
(4,111
|
)
|
|
(5,758
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Commercial paper borrowings/(payments), net
|
(1,768
|
)
|
|
1,247
|
|
|
(920
|
)
|
|||
Borrowings
|
1,056
|
|
|
4,820
|
|
|
6,065
|
|
|||
Reduction of borrowings
|
(1,871
|
)
|
|
(2,364
|
)
|
|
(2,205
|
)
|
|||
Dividends
|
(2,515
|
)
|
|
(2,445
|
)
|
|
(2,313
|
)
|
|||
Repurchases of common stock
|
(3,577
|
)
|
|
(9,368
|
)
|
|
(7,499
|
)
|
|||
Proceeds from exercise of stock options
|
210
|
|
|
276
|
|
|
259
|
|
|||
Contributions from noncontrolling interest holders
|
399
|
|
|
17
|
|
|
—
|
|
|||
Other
|
(777
|
)
|
|
(1,142
|
)
|
|
(607
|
)
|
|||
Cash used in financing activities
|
(8,843
|
)
|
|
(8,959
|
)
|
|
(7,220
|
)
|
|||
|
|
|
|
|
|
||||||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
(25
|
)
|
|
31
|
|
|
(123
|
)
|
|||
|
|
|
|
|
|
||||||
Change in cash, cash equivalents and restricted cash
|
91
|
|
|
(696
|
)
|
|
35
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
4,064
|
|
|
4,760
|
|
|
4,725
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
4,155
|
|
|
$
|
4,064
|
|
|
$
|
4,760
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
631
|
|
|
$
|
466
|
|
|
$
|
395
|
|
Income taxes paid
|
$
|
2,503
|
|
|
$
|
3,801
|
|
|
$
|
4,133
|
|
|
|
Equity Attributable to Disney
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Common
Stock
|
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Treasury
Stock
|
|
Total
Disney
Equity
|
|
Non-controlling
Interests
(1)
|
|
Total Equity
|
|||||||||||||||||
Balance at October 3, 2015
|
|
1,661
|
|
|
$
|
35,122
|
|
|
$
|
59,028
|
|
|
$
|
(2,421
|
)
|
|
$
|
(47,204
|
)
|
|
$
|
44,525
|
|
|
$
|
4,130
|
|
|
$
|
48,655
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
9,391
|
|
|
(1,558
|
)
|
|
—
|
|
|
7,833
|
|
|
301
|
|
|
8,134
|
|
|||||||
Equity compensation activity
|
|
10
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
—
|
|
|
726
|
|
|||||||
Common stock repurchases
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,499
|
)
|
|
(7,499
|
)
|
|
—
|
|
|
(7,499
|
)
|
|||||||
Dividends
|
|
—
|
|
|
15
|
|
|
(2,328
|
)
|
|
—
|
|
|
—
|
|
|
(2,313
|
)
|
|
—
|
|
|
(2,313
|
)
|
|||||||
Distributions and other
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(373
|
)
|
|
(380
|
)
|
|||||||
Balance at October 1, 2016
|
|
1,597
|
|
|
$
|
35,859
|
|
|
$
|
66,088
|
|
|
$
|
(3,979
|
)
|
|
$
|
(54,703
|
)
|
|
$
|
43,265
|
|
|
$
|
4,058
|
|
|
$
|
47,323
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
8,980
|
|
|
451
|
|
|
—
|
|
|
9,431
|
|
|
361
|
|
|
9,792
|
|
|||||||
Equity compensation activity
|
|
8
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
529
|
|
|||||||
Common stock repurchases
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,368
|
)
|
|
(9,368
|
)
|
|
—
|
|
|
(9,368
|
)
|
|||||||
Dividends
|
|
—
|
|
|
13
|
|
|
(2,458
|
)
|
|
—
|
|
|
—
|
|
|
(2,445
|
)
|
|
—
|
|
|
(2,445
|
)
|
|||||||
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||||
Distributions and other
|
|
1
|
|
|
(153
|
)
|
|
(4
|
)
|
|
—
|
|
|
60
|
|
|
(97
|
)
|
|
(747
|
)
|
|
(844
|
)
|
|||||||
Balance at September 30, 2017
|
|
1,517
|
|
|
$
|
36,248
|
|
|
$
|
72,606
|
|
|
$
|
(3,528
|
)
|
|
$
|
(64,011
|
)
|
|
$
|
41,315
|
|
|
$
|
3,689
|
|
|
$
|
45,004
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
12,598
|
|
|
431
|
|
|
—
|
|
|
13,029
|
|
|
425
|
|
|
13,454
|
|
|||||||
Equity compensation activity
|
|
6
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|
—
|
|
|
518
|
|
|||||||
Common stock repurchases
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,577
|
)
|
|
(3,577
|
)
|
|
—
|
|
|
(3,577
|
)
|
|||||||
Dividends
|
|
—
|
|
|
14
|
|
|
(2,529
|
)
|
|
—
|
|
|
—
|
|
|
(2,515
|
)
|
|
—
|
|
|
(2,515
|
)
|
|||||||
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|
488
|
|
|||||||
Distributions and other
|
|
—
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(543
|
)
|
|
(540
|
)
|
|||||||
Balance at September 29, 2018
|
|
1,488
|
|
|
$
|
36,779
|
|
|
$
|
82,679
|
|
|
$
|
(3,097
|
)
|
|
$
|
(67,588
|
)
|
|
$
|
48,773
|
|
|
$
|
4,059
|
|
|
$
|
52,832
|
|
1
|
Description of the Business and Segment Information
|
|
2018
|
|
2017
|
|
2016
|
||||||
Media Networks
|
$
|
131
|
|
|
$
|
344
|
|
|
$
|
597
|
|
Parks and Resorts
|
(23
|
)
|
|
(25
|
)
|
|
(3
|
)
|
|||
Consumer Products & Interactive Media
|
—
|
|
|
1
|
|
|
—
|
|
|||
Equity in the income of investees included in segment operating income
|
108
|
|
|
320
|
|
|
594
|
|
|||
Impairment of equity investments:
|
|
|
|
|
|
||||||
Vice
|
(157
|
)
|
|
—
|
|
|
—
|
|
|||
Villages Nature
|
(53
|
)
|
|
—
|
|
|
—
|
|
|||
Vice Gain
|
—
|
|
|
—
|
|
|
332
|
|
|||
Equity in the income (loss) of investees, net
|
$
|
(102
|
)
|
|
$
|
320
|
|
|
$
|
926
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Media Networks
|
$
|
24,500
|
|
|
$
|
23,510
|
|
|
$
|
23,689
|
|
Parks and Resorts
|
20,296
|
|
|
18,415
|
|
|
16,974
|
|
|||
Studio Entertainment
|
|
|
|
|
|
||||||
Third parties
|
9,431
|
|
|
7,887
|
|
|
8,701
|
|
|||
Intersegment
|
556
|
|
|
492
|
|
|
740
|
|
|||
|
9,987
|
|
|
8,379
|
|
|
9,441
|
|
|||
Consumer Products & Interactive Media
|
|
|
|
|
|
||||||
Third parties
|
5,207
|
|
|
5,325
|
|
|
6,268
|
|
|||
Intersegment
|
(556
|
)
|
|
(492
|
)
|
|
(740
|
)
|
|||
|
4,651
|
|
|
4,833
|
|
|
5,528
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Total consolidated revenues
|
$
|
59,434
|
|
|
$
|
55,137
|
|
|
$
|
55,632
|
|
Segment operating income
|
|
|
|
|
|
||||||
Media Networks
|
$
|
6,625
|
|
|
$
|
6,902
|
|
|
$
|
7,755
|
|
Parks and Resorts
|
4,469
|
|
|
3,774
|
|
|
3,298
|
|
|||
Studio Entertainment
|
2,980
|
|
|
2,355
|
|
|
2,703
|
|
|||
Consumer Products & Interactive Media
|
1,632
|
|
|
1,744
|
|
|
1,965
|
|
|||
Total segment operating income
|
$
|
15,706
|
|
|
$
|
14,775
|
|
|
$
|
15,721
|
|
Reconciliation of segment operating income to income before income taxes
|
|
|
|
|
|
||||||
Segment operating income
|
$
|
15,706
|
|
|
$
|
14,775
|
|
|
$
|
15,721
|
|
Corporate and unallocated shared expenses
|
(761
|
)
|
|
(582
|
)
|
|
(640
|
)
|
|||
Restructuring and impairment charges
|
(33
|
)
|
|
(98
|
)
|
|
(156
|
)
|
|||
Other income, net
|
601
|
|
|
78
|
|
|
—
|
|
|||
Interest expense, net
|
(574
|
)
|
|
(385
|
)
|
|
(260
|
)
|
|||
Vice Gain
|
—
|
|
|
—
|
|
|
332
|
|
|||
Infinity Charge
(1)
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||
Impairment of equity investments
|
(210
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
14,729
|
|
|
$
|
13,788
|
|
|
$
|
14,868
|
|
Capital expenditures
|
|
|
|
|
|
||||||
Media Networks
|
|
|
|
|
|
||||||
Cable Networks
|
$
|
202
|
|
|
$
|
75
|
|
|
$
|
86
|
|
Broadcasting
|
87
|
|
|
64
|
|
|
80
|
|
|||
Parks and Resorts
|
|
|
|
|
|
||||||
Domestic
|
3,212
|
|
|
2,375
|
|
|
2,180
|
|
|||
International
|
671
|
|
|
816
|
|
|
2,035
|
|
|||
Studio Entertainment
|
96
|
|
|
85
|
|
|
86
|
|
|||
Consumer Products & Interactive Media
|
18
|
|
|
30
|
|
|
53
|
|
|||
Corporate
|
179
|
|
|
178
|
|
|
253
|
|
|||
Total capital expenditures
|
$
|
4,465
|
|
|
$
|
3,623
|
|
|
$
|
4,773
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation expense
|
|
|
|
|
|
||||||
Media Networks
|
$
|
264
|
|
|
$
|
225
|
|
|
$
|
237
|
|
Parks and Resorts
|
|
|
|
|
|
||||||
Domestic
|
1,410
|
|
|
1,336
|
|
|
1,273
|
|
|||
International
|
742
|
|
|
660
|
|
|
445
|
|
|||
Studio Entertainment
|
55
|
|
|
50
|
|
|
51
|
|
|||
Consumer Products & Interactive Media
|
69
|
|
|
63
|
|
|
63
|
|
|||
Corporate
|
218
|
|
|
252
|
|
|
251
|
|
|||
Total depreciation expense
|
$
|
2,758
|
|
|
$
|
2,586
|
|
|
$
|
2,320
|
|
Amortization of intangible assets
|
|
|
|
|
|
||||||
Media Networks
|
$
|
62
|
|
|
$
|
12
|
|
|
$
|
18
|
|
Parks and Resorts
|
4
|
|
|
3
|
|
|
3
|
|
|||
Studio Entertainment
|
64
|
|
|
65
|
|
|
74
|
|
|||
Consumer Products & Interactive Media
|
123
|
|
|
116
|
|
|
112
|
|
|||
Total amortization of intangible assets
|
$
|
253
|
|
|
$
|
196
|
|
|
$
|
207
|
|
Identifiable assets
(2)
|
|
|
|
|
|
||||||
Media Networks
|
$
|
35,899
|
|
|
$
|
32,475
|
|
|
|
||
Parks and Resorts
|
30,670
|
|
|
29,492
|
|
|
|
||||
Studio Entertainment
|
17,154
|
|
|
16,307
|
|
|
|
||||
Consumer Products & Interactive Media
|
8,793
|
|
|
8,996
|
|
|
|
||||
Corporate
(3)
|
6,082
|
|
|
4,919
|
|
|
|
||||
Unallocated Goodwill
(4)
|
—
|
|
|
3,600
|
|
|
|
||||
Total consolidated assets
|
$
|
98,598
|
|
|
$
|
95,789
|
|
|
|
||
Supplemental revenue data
|
|
|
|
|
|
||||||
Affiliate fees
|
$
|
13,279
|
|
|
$
|
12,659
|
|
|
$
|
12,259
|
|
Advertising
|
7,904
|
|
|
8,237
|
|
|
8,649
|
|
|||
Retail merchandise, food and beverage
|
6,923
|
|
|
6,433
|
|
|
6,116
|
|
|||
Theme park admissions
|
7,183
|
|
|
6,502
|
|
|
5,900
|
|
|||
Revenues
|
|
|
|
|
|
||||||
United States and Canada
|
$
|
45,038
|
|
|
$
|
41,881
|
|
|
$
|
42,616
|
|
Europe
|
7,026
|
|
|
6,541
|
|
|
6,714
|
|
|||
Asia Pacific
|
5,531
|
|
|
5,075
|
|
|
4,582
|
|
|||
Latin America and Other
|
1,839
|
|
|
1,640
|
|
|
1,720
|
|
|||
|
$
|
59,434
|
|
|
$
|
55,137
|
|
|
$
|
55,632
|
|
Segment operating income
|
|
|
|
|
|
||||||
United States and Canada
|
$
|
11,413
|
|
|
$
|
10,962
|
|
|
$
|
12,139
|
|
Europe
|
1,922
|
|
|
1,812
|
|
|
1,815
|
|
|||
Asia Pacific
|
1,869
|
|
|
1,626
|
|
|
1,324
|
|
|||
Latin America and Other
|
502
|
|
|
375
|
|
|
443
|
|
|||
|
$
|
15,706
|
|
|
$
|
14,775
|
|
|
$
|
15,721
|
|
|
2018
|
|
2017
|
||||
Long-lived assets
(5)
|
|
|
|
||||
United States and Canada
|
$
|
65,245
|
|
|
$
|
61,215
|
|
Europe
|
6,275
|
|
|
8,208
|
|
||
Asia Pacific
|
7,775
|
|
|
8,196
|
|
||
Latin America and Other
|
131
|
|
|
155
|
|
||
|
$
|
79,426
|
|
|
$
|
77,774
|
|
(1)
|
In fiscal 2016, the Company discontinued its Infinity console game business, which is reported in the Consumer Products & Interactive Media segment, and recorded a charge (Infinity Charge) primarily to write down inventory. The charge also included severance and other asset impairments. The charge was reported in “Cost of products” in the Consolidated Statement of Income.
|
(2)
|
Identifiable assets include amounts associated with equity method investments, goodwill and intangible assets. Equity method investments by segment are as follows:
|
|
2018
|
|
2017
|
||||
Media Networks
|
$
|
2,750
|
|
|
$
|
2,998
|
|
Parks and Resorts
|
1
|
|
|
70
|
|
||
Studio Entertainment
|
1
|
|
|
1
|
|
||
Consumer Products & Interactive Media
|
—
|
|
|
—
|
|
||
Corporate
|
16
|
|
|
18
|
|
||
|
$
|
2,768
|
|
|
$
|
3,087
|
|
|
2018
|
|
2017
|
||||
Media Networks
|
$
|
21,417
|
|
|
$
|
18,346
|
|
Parks and Resorts
|
388
|
|
|
391
|
|
||
Studio Entertainment
|
8,644
|
|
|
8,360
|
|
||
Consumer Products & Interactive Media
|
7,502
|
|
|
7,594
|
|
||
Corporate
|
130
|
|
|
130
|
|
||
Unallocated Goodwill
|
—
|
|
|
3,600
|
|
||
|
$
|
38,081
|
|
|
$
|
38,421
|
|
(3)
|
Primarily fixed assets and cash and cash equivalents.
|
(4)
|
Unallocated Goodwill relates to the BAMTech acquisition (see Note 3 for further discussion of the transaction).
|
(5)
|
Long-lived assets are total assets less the following: current assets, long-term receivables, deferred taxes, financial investments and derivatives.
|
2
|
Summary of Significant Accounting Policies
|
•
|
Affiliate fees
|
•
|
Advertising revenues
|
•
|
Revenue from the licensing and distribution of film and television properties
|
•
|
Admissions to our theme parks, charges for room nights at hotels and sales of cruise vacation packages
|
•
|
Licensing of intellectual property for use on consumer merchandise, published materials and in multi-platform games
|
•
|
Amortization of programming and production costs and participations and residuals costs
|
•
|
Distribution costs
|
•
|
Operating labor
|
•
|
Facilities and infrastructure costs
|
•
|
The sale of food, beverage and merchandise at our retail locations
|
•
|
The sale of DVDs and Blu-ray discs
|
•
|
The sale of books, comic books and magazines
|
•
|
Costs of goods sold
|
•
|
Amortization of programming and production costs and participations and residuals costs
|
•
|
Distribution costs
|
•
|
Operating labor
|
•
|
Retail occupancy costs
|
|
|
September 29, 2018
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||
Cash and cash equivalents
|
|
$
|
4,150
|
|
|
$
|
4,017
|
|
|
$
|
4,610
|
|
Restricted cash included in:
|
|
|
|
|
|
|
||||||
Other current assets
|
|
1
|
|
|
26
|
|
|
96
|
|
|||
Other assets
|
|
4
|
|
|
21
|
|
|
54
|
|
|||
Total cash, cash equivalents and restricted cash in the statement of cash flows
|
|
$
|
4,155
|
|
|
$
|
4,064
|
|
|
$
|
4,760
|
|
Attractions, buildings and improvements
|
|
20 – 40 years
|
Furniture, fixtures and equipment
|
|
3 – 25 years
|
Land improvements
|
|
20 – 40 years
|
Leasehold improvements
|
|
Life of lease or asset life if less
|
2019
|
$
|
258
|
|
2020
|
233
|
|
|
2021
|
230
|
|
|
2022
|
228
|
|
|
2023
|
202
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average number of common and common equivalent shares outstanding (basic)
|
1,499
|
|
|
1,568
|
|
|
1,629
|
|
Weighted average dilutive impact of Awards
|
8
|
|
|
10
|
|
|
10
|
|
Weighted average number of common and common equivalent shares outstanding (diluted)
|
1,507
|
|
|
1,578
|
|
|
1,639
|
|
Awards excluded from diluted earnings per share
|
12
|
|
|
10
|
|
|
6
|
|
3
|
Acquisitions
|
|
Media
Networks
|
|
Parks and
Resorts
|
|
Studio
Entertainment
|
|
Consumer
Products & Interactive Media
|
|
Unallocated
(1)
|
|
Total
|
||||||||||||
Balance at Oct. 1, 2016
|
$
|
16,345
|
|
|
$
|
291
|
|
|
$
|
6,830
|
|
|
$
|
4,344
|
|
|
$
|
—
|
|
|
$
|
27,810
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,600
|
|
|
3,600
|
|
||||||
Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(20
|
)
|
|
—
|
|
|
(13
|
)
|
|
49
|
|
|
—
|
|
|
16
|
|
||||||
Balance at Sept. 30, 2017
|
$
|
16,325
|
|
|
$
|
291
|
|
|
$
|
6,817
|
|
|
$
|
4,393
|
|
|
$
|
3,600
|
|
|
$
|
31,426
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
3,063
|
|
|
—
|
|
|
347
|
|
|
33
|
|
|
(3,600
|
)
|
|
(157
|
)
|
||||||
Balance at Sept. 29, 2018
|
$
|
19,388
|
|
|
$
|
291
|
|
|
$
|
7,164
|
|
|
$
|
4,426
|
|
|
$
|
—
|
|
|
$
|
31,269
|
|
(1)
|
Other, net primarily represents the allocation of BAMTech goodwill to segments based on the final purchase price allocation and also includes the impact of updates to our initial estimated fair value of intangible assets related to BAMTech.
|
4
|
Other Income, net
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gains on sales of real estate and property rights
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlement of litigation
|
38
|
|
|
(177
|
)
|
|
—
|
|
|||
Gain related to the acquisition of BAMTech
|
3
|
|
|
255
|
|
|
—
|
|
|||
Other income, net
|
$
|
601
|
|
|
$
|
78
|
|
|
$
|
—
|
|
5
|
Investments
|
|
September 29,
2018 |
|
September 30,
2017 |
||||
Investments, equity basis
|
$
|
2,768
|
|
|
$
|
3,087
|
|
Investments, other
|
131
|
|
|
115
|
|
||
|
$
|
2,899
|
|
|
$
|
3,202
|
|
Results of Operations:
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|||||||
Revenues
|
$
|
9,085
|
|
|
$
|
8,122
|
|
|
$
|
7,416
|
|
Net income
|
(152
|
)
|
|
857
|
|
|
1,855
|
|
Balance Sheet
|
September 29,
2018 |
|
September 30,
2017 |
|
October 1,
2016 |
||||||
|
|
|
|
|
|||||||
Current assets
|
$
|
4,542
|
|
|
$
|
4,623
|
|
|
$
|
4,801
|
|
Non-current assets
|
9,998
|
|
|
10,047
|
|
|
8,906
|
|
|||
|
$
|
14,540
|
|
|
$
|
14,670
|
|
|
$
|
13,707
|
|
Current liabilities
|
$
|
3,197
|
|
|
$
|
2,852
|
|
|
$
|
2,018
|
|
Non-current liabilities
|
4,840
|
|
|
5,056
|
|
|
4,531
|
|
|||
Redeemable preferred stock
|
1,362
|
|
|
1,123
|
|
|
583
|
|
|||
Shareholders’ equity
|
5,141
|
|
|
5,639
|
|
|
6,575
|
|
|||
|
$
|
14,540
|
|
|
$
|
14,670
|
|
|
$
|
13,707
|
|
6
|
International Theme Parks
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
834
|
|
|
$
|
843
|
|
Other current assets
|
400
|
|
|
376
|
|
||
Total current assets
|
1,234
|
|
|
1,219
|
|
||
Parks, resorts and other property
|
8,973
|
|
|
9,403
|
|
||
Other assets
|
103
|
|
|
111
|
|
||
Total assets
(1)
|
$
|
10,310
|
|
|
$
|
10,733
|
|
|
|
|
|
||||
Current liabilities
|
$
|
921
|
|
|
$
|
1,163
|
|
Borrowings - long-term
|
1,106
|
|
|
1,145
|
|
||
Other long-term liabilities
|
382
|
|
|
371
|
|
||
Total liabilities
(1)
|
$
|
2,409
|
|
|
$
|
2,679
|
|
(1)
|
The total assets of the Asia Theme Parks were
$8 billion
at both
September 29, 2018
and
September 30, 2017
including parks, resorts and other property of
$7 billion
. The total liabilities of the Asia Theme Parks were
$2 billion
at both
September 29, 2018
and
September 30, 2017
.
|
Revenues
|
$
|
3,834
|
|
Costs and expenses
|
(3,649
|
)
|
|
Equity in the loss of investees
|
(76
|
)
|
7
|
Film and Television Costs and Advances
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Theatrical film costs
|
|
|
|
||||
Released, less amortization
|
$
|
1,911
|
|
|
$
|
1,658
|
|
Completed, not released
|
397
|
|
|
—
|
|
||
In-process
|
2,974
|
|
|
3,200
|
|
||
In development or pre-production
|
173
|
|
|
306
|
|
||
|
5,455
|
|
|
5,164
|
|
||
Television costs
|
|
|
|
||||
Released, less amortization
|
1,301
|
|
|
1,152
|
|
||
Completed, not released
|
462
|
|
|
472
|
|
||
In-process
|
420
|
|
|
364
|
|
||
In development or pre-production
|
2
|
|
|
53
|
|
||
|
2,185
|
|
|
2,041
|
|
||
Television programming rights and advances
|
1,562
|
|
|
1,554
|
|
||
|
9,202
|
|
|
8,759
|
|
||
Less current portion
|
1,314
|
|
|
1,278
|
|
||
Non-current portion
|
$
|
7,888
|
|
|
$
|
7,481
|
|
8
|
Borrowings
|
|
|
|
|
|
|
2018
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Stated
Interest
Rate
(1)
|
|
Pay Floating Interest rate and Cross-
Currency Swaps
(2)
|
|
Effective
Interest
Rate
(3)
|
|
Swap
Maturities
|
||||||||
Commercial paper
|
|
$
|
1,005
|
|
|
$
|
2,772
|
|
|
—
|
|
|
$
|
—
|
|
|
2.24
|
%
|
|
|
U.S. and European medium-term notes
(4)
|
|
17,942
|
|
|
19,721
|
|
|
2.91
|
%
|
|
6,600
|
|
|
3.27
|
%
|
|
2019-2027
|
|||
Foreign currency denominated debt
|
|
955
|
|
|
13
|
|
|
2.76
|
%
|
|
955
|
|
|
2.92
|
%
|
|
2025
|
|||
Capital Cities/ABC debt
|
|
103
|
|
|
105
|
|
|
8.75
|
%
|
|
—
|
|
|
5.99
|
%
|
|
|
|||
BAMTech acquisition payable
|
|
—
|
|
|
1,581
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
|||
Other
(5)
|
|
(276
|
)
|
|
(46
|
)
|
|
|
|
—
|
|
|
|
|
|
|||||
|
|
19,729
|
|
|
24,146
|
|
|
2.79
|
%
|
|
7,555
|
|
|
3.22
|
%
|
|
|
|||
Asia Theme Parks borrowings
|
|
1,145
|
|
|
1,145
|
|
|
1.33
|
%
|
|
—
|
|
|
5.17
|
%
|
|
|
|||
Total borrowings
|
|
20,874
|
|
|
25,291
|
|
|
2.71
|
%
|
|
7,555
|
|
|
3.32
|
%
|
|
|
|||
Less current portion
|
|
3,790
|
|
|
6,172
|
|
|
1.85
|
%
|
|
1,600
|
|
|
2.94
|
%
|
|
|
|||
Total long-term borrowings
|
|
$
|
17,084
|
|
|
$
|
19,119
|
|
|
|
|
$
|
5,955
|
|
|
|
|
|
(1)
|
The stated interest rate represents the weighted-average coupon rate for each category of borrowings. For floating rate borrowings, interest rates are the rates in effect at
September 29, 2018
; these rates are not necessarily an indication of future interest rates.
|
(2)
|
Amounts represent notional values of interest rate and cross-currency swaps outstanding as of
September 29, 2018
.
|
(3)
|
The effective interest rate includes the impact of existing and terminated interest rate and cross-currency swaps, purchase accounting adjustments and debt issuance premiums, discounts and costs.
|
(4)
|
Includes net debt issuance premiums, discounts and costs totaling
$121 million
and
$138 million
at
September 29, 2018
and
September 30, 2017
, respectively.
|
(5)
|
Includes market value adjustments for debt with qualifying hedges, which reduce borrowings by
$304 million
and
$73 million
at
September 29, 2018
and
September 30, 2017
, respectively.
|
|
Committed
Capacity
|
|
Capacity
Used
|
|
Unused
Capacity
|
||||||
Facility expiring March 2019
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
6,000
|
|
Facility expiring March 2021
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Facility expiring March 2023
|
4,000
|
|
|
—
|
|
|
4,000
|
|
|||
Total
|
$
|
12,250
|
|
|
$
|
—
|
|
|
$
|
12,250
|
|
|
Commercial paper with original maturities less than three months, net
(1)
|
|
Commercial paper with original maturities greater than three months
|
|
Total
|
||||||
Balance at Oct. 1, 2016
|
$
|
777
|
|
|
$
|
744
|
|
|
$
|
1,521
|
|
Additions
|
372
|
|
|
6,364
|
|
|
6,736
|
|
|||
Payments
|
—
|
|
|
(5,489
|
)
|
|
(5,489
|
)
|
|||
Other Activity
|
2
|
|
|
2
|
|
|
4
|
|
|||
Balance at Sept. 30, 2017
|
$
|
1,151
|
|
|
$
|
1,621
|
|
|
$
|
2,772
|
|
Additions
|
—
|
|
|
8,079
|
|
|
8,079
|
|
|||
Payments
|
(1,099
|
)
|
|
(8,748
|
)
|
|
(9,847
|
)
|
|||
Other Activity
|
(2
|
)
|
|
3
|
|
|
1
|
|
|||
Balance at Sept. 29, 2018
|
$
|
50
|
|
|
$
|
955
|
|
|
$
|
1,005
|
|
|
Before
Asia
Theme Parks
Consolidation
|
|
Asia
Theme Parks
|
|
Total
|
||||||
2019
|
$
|
3,763
|
|
|
$
|
39
|
|
|
$
|
3,802
|
|
2020
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||
2021
|
2,106
|
|
|
—
|
|
|
2,106
|
|
|||
2022
|
1,900
|
|
|
10
|
|
|
1,910
|
|
|||
2023
|
1,000
|
|
|
36
|
|
|
1,036
|
|
|||
Thereafter
|
8,385
|
|
|
1,060
|
|
|
9,445
|
|
|||
|
$
|
20,154
|
|
|
$
|
1,145
|
|
|
$
|
21,299
|
|
9
|
Income Taxes
|
•
|
Effective January 1, 2018, the U.S. corporate federal statutory income tax rate was reduced from
35.0%
to
21.0%
. Because of our fiscal year end, the Company’s fiscal 2018 statutory federal tax rate is
24.5%
, which is applicable to each quarter of the fiscal year, and will be
21.0%
thereafter.
|
•
|
The Company remeasured its U.S. federal deferred tax assets and liabilities at the rate that the Company expects to be in effect when those deferred taxes will be realized (either
24.5%
for 2018 or
21.0%
thereafter). The Company
|
•
|
A one-time tax is due on certain accumulated foreign earnings (Deemed Repatriation Tax), which is payable over eight years. The effective tax rate is generally
15.5%
on the portion of the earnings held in cash and cash equivalents and
8%
on the remainder. The Company recognized a charge for the Deemed Repatriation Tax of approximately
$0.4 billion
in fiscal 2018. Generally there will no longer be a U.S. federal income tax cost arising from the repatriation of foreign earnings.
|
•
|
The Company will generally be eligible to claim an immediate deduction for investments in qualified fixed assets acquired and film and television productions that commenced after September 27, 2017 and are placed in service during fiscal 2018 through fiscal 2022. This provision phases out through fiscal 2027.
|
•
|
The domestic production activity deduction was eliminated effective for the Company’s fiscal 2019.
|
•
|
Certain foreign derived income will be taxed in the U.S. at an effective rate of approximately
13%
(which increases to approximately
16%
in 2025) rather than the general statutory rate of
21%
. This will be effective for the Company in fiscal 2019.
|
•
|
Certain foreign earnings will be taxed at a minimum effective rate of approximately
13%
, which increases to approximately
16%
in 2025. This will be effective for the Company in fiscal 2019.
|
Income Before Income Taxes
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|||||||
Domestic (including U.S. exports)
|
$
|
12,914
|
|
|
$
|
12,611
|
|
|
$
|
14,018
|
|
Foreign subsidiaries
|
1,815
|
|
|
1,177
|
|
|
850
|
|
|||
|
$
|
14,729
|
|
|
$
|
13,788
|
|
|
$
|
14,868
|
|
Income Tax Expense/(Benefit)
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
2,240
|
|
|
$
|
3,229
|
|
|
$
|
3,146
|
|
State
|
362
|
|
|
360
|
|
|
154
|
|
|||
Foreign
(1)
|
642
|
|
|
489
|
|
|
533
|
|
|||
|
3,244
|
|
|
4,078
|
|
|
3,833
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
(2)
|
(1,577
|
)
|
|
370
|
|
|
1,172
|
|
|||
State
|
(20
|
)
|
|
5
|
|
|
100
|
|
|||
Foreign
|
16
|
|
|
(31
|
)
|
|
(27
|
)
|
|||
|
(1,581
|
)
|
|
344
|
|
|
1,245
|
|
|||
|
$
|
1,663
|
|
|
$
|
4,422
|
|
|
$
|
5,078
|
|
Components of Deferred Tax Assets and Liabilities
|
September 29, 2018
|
|
September 30, 2017
|
||||
|
|
|
|||||
Deferred tax assets
|
|
|
|
||||
Net operating losses and tax credit carryforwards
|
$
|
(1,437
|
)
|
|
$
|
(1,705
|
)
|
Accrued liabilities
|
(1,214
|
)
|
|
(2,422
|
)
|
||
Other
|
(328
|
)
|
|
(386
|
)
|
||
Total deferred tax assets
|
(2,979
|
)
|
|
(4,513
|
)
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciable, amortizable and other property
|
3,678
|
|
|
5,692
|
|
||
Investment in foreign entities
|
351
|
|
|
518
|
|
||
Licensing revenues
|
265
|
|
|
476
|
|
||
Investment in U.S. entities
|
189
|
|
|
292
|
|
||
Other
|
88
|
|
|
130
|
|
||
Total deferred tax liabilities
|
4,571
|
|
|
7,108
|
|
||
Net deferred tax liability before valuation allowance
|
1,592
|
|
|
2,595
|
|
||
Valuation allowance
|
1,383
|
|
|
1,716
|
|
||
Net deferred tax liability
|
$
|
2,975
|
|
|
$
|
4,311
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal income tax rate
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
1.9
|
|
|
1.7
|
|
|
1.8
|
|
Domestic production activity deduction
|
(1.4
|
)
|
|
(2.1
|
)
|
|
(1.6
|
)
|
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal rate
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
Tax Act
(1)
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
Other, including tax reserves and related interest
|
(1.1
|
)
|
|
(0.9
|
)
|
|
0.1
|
|
|
11.3
|
%
|
|
32.1
|
%
|
|
34.2
|
%
|
(1)
|
Reflects the impact from the Deferred Remeasurement, net of the Deemed Repatriation Tax
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at the beginning of the year
|
$
|
832
|
|
|
$
|
844
|
|
|
$
|
912
|
|
Increases for current year tax positions
|
64
|
|
|
61
|
|
|
71
|
|
|||
Increases for prior year tax positions
|
48
|
|
|
13
|
|
|
142
|
|
|||
Decreases in prior year tax positions
|
(135
|
)
|
|
(55
|
)
|
|
(158
|
)
|
|||
Settlements with taxing authorities
|
(161
|
)
|
|
(31
|
)
|
|
(123
|
)
|
|||
Balance at the end of the year
|
$
|
648
|
|
|
$
|
832
|
|
|
$
|
844
|
|
10
|
Pension and Other Benefit Programs
|
|
Pension Plans
|
|
Postretirement Medical Plans
|
||||||||||||
|
September 29, 2018
|
|
September 30, 2017
|
|
September 29, 2018
|
|
September 30,
2017 |
||||||||
Projected benefit obligations
|
|
|
|
|
|
|
|
||||||||
Beginning obligations
|
$
|
(14,532
|
)
|
|
$
|
(14,480
|
)
|
|
$
|
(1,746
|
)
|
|
$
|
(1,759
|
)
|
Service cost
|
(350
|
)
|
|
(368
|
)
|
|
(10
|
)
|
|
(11
|
)
|
||||
Interest cost
|
(489
|
)
|
|
(447
|
)
|
|
(60
|
)
|
|
(56
|
)
|
||||
Actuarial gain
|
416
|
|
|
343
|
|
|
166
|
|
|
42
|
|
||||
Plan amendments and other
|
(12
|
)
|
|
(22
|
)
|
|
(10
|
)
|
|
(9
|
)
|
||||
Benefits paid
|
467
|
|
|
442
|
|
|
51
|
|
|
47
|
|
||||
Ending obligations
|
$
|
(14,500
|
)
|
|
$
|
(14,532
|
)
|
|
$
|
(1,609
|
)
|
|
$
|
(1,746
|
)
|
Fair value of plans’ assets
|
|
|
|
|
|
|
|
||||||||
Beginning fair value
|
$
|
12,325
|
|
|
$
|
10,401
|
|
|
$
|
696
|
|
|
$
|
614
|
|
Actual return on plan assets
|
579
|
|
|
1,056
|
|
|
34
|
|
|
61
|
|
||||
Contributions
|
335
|
|
|
1,348
|
|
|
45
|
|
|
61
|
|
||||
Benefits paid
|
(467
|
)
|
|
(442
|
)
|
|
(51
|
)
|
|
(47
|
)
|
||||
Expenses and other
|
(44
|
)
|
|
(38
|
)
|
|
7
|
|
|
7
|
|
||||
Ending fair value
|
$
|
12,728
|
|
|
$
|
12,325
|
|
|
$
|
731
|
|
|
$
|
696
|
|
|
|
|
|
|
|
|
|
||||||||
Underfunded status of the plans
|
$
|
(1,772
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
(878
|
)
|
|
$
|
(1,050
|
)
|
Amounts recognized in the balance sheet
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
113
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(51
|
)
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
||||
Non-current liabilities
|
(1,834
|
)
|
|
(2,231
|
)
|
|
(878
|
)
|
|
(1,050
|
)
|
||||
|
$
|
(1,772
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
(878
|
)
|
|
$
|
(1,050
|
)
|
|
Pension Plans
|
|
Postretirement Medical Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
350
|
|
|
$
|
368
|
|
|
$
|
318
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
11
|
|
Interest cost
|
489
|
|
|
447
|
|
|
458
|
|
|
60
|
|
|
56
|
|
|
61
|
|
||||||
Expected return on plan assets
|
(901
|
)
|
|
(874
|
)
|
|
(747
|
)
|
|
(53
|
)
|
|
(49
|
)
|
|
(45
|
)
|
||||||
Amortization of prior year service costs
|
13
|
|
|
12
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Recognized net actuarial loss
|
348
|
|
|
405
|
|
|
242
|
|
|
14
|
|
|
17
|
|
|
8
|
|
||||||
Net periodic benefit cost
|
$
|
299
|
|
|
$
|
358
|
|
|
$
|
285
|
|
|
$
|
31
|
|
|
$
|
35
|
|
|
$
|
34
|
|
|
Pension Plans
|
|
Postretirement
Medical Plans
|
|
Total
|
||||||
Prior service cost
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
Net actuarial loss
|
(4,184
|
)
|
|
(36
|
)
|
|
(4,220
|
)
|
|||
Total amounts included in AOCI
|
(4,236
|
)
|
|
(36
|
)
|
|
(4,272
|
)
|
|||
Prepaid / (accrued) pension cost
|
2,464
|
|
|
(842
|
)
|
|
1,622
|
|
|||
Net balance sheet liability
|
$
|
(1,772
|
)
|
|
$
|
(878
|
)
|
|
$
|
(2,650
|
)
|
|
Pension Plans
|
|
Postretirement Medical Plans
|
|
Total
|
||||||
Prior service cost
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
Net actuarial loss
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|||
Total
|
$
|
(272
|
)
|
|
$
|
—
|
|
|
$
|
(272
|
)
|
Asset Class
|
|
Minimum
|
|
Maximum
|
||
|
|
|
|
|
||
Equity investments
|
|
30
|
%
|
|
60
|
%
|
Fixed income investments
|
|
20
|
%
|
|
40
|
%
|
Alternative investments
|
|
10
|
%
|
|
30
|
%
|
Cash & money market funds
|
|
0
|
%
|
|
10
|
%
|
|
|
As of September 29, 2018
|
|||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Plan Asset Mix
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
—
|
%
|
Common and preferred stocks
(1)
|
|
3,023
|
|
|
—
|
|
|
3,023
|
|
|
22
|
%
|
|||
Mutual funds
|
|
800
|
|
|
|
|
|
800
|
|
|
6
|
%
|
|||
Government and federal agency bonds, notes and MBS
|
|
2,019
|
|
|
488
|
|
|
2,507
|
|
|
19
|
%
|
|||
Corporate bonds
|
|
—
|
|
|
573
|
|
|
573
|
|
|
4
|
%
|
|||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
86
|
|
|
86
|
|
|
1
|
%
|
|||
Derivatives and other, net
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
%
|
|||
Total investments in the fair value hierarchy
|
|
$
|
5,902
|
|
|
$
|
1,146
|
|
|
$
|
7,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Assets valued at NAV as a practical expedient:
|
|
|
|
|
|
|
|
|
|||||||
Common collective funds
|
|
|
|
|
|
2,778
|
|
|
21
|
%
|
|||||
Alternative investments
|
|
|
|
|
|
2,363
|
|
|
18
|
%
|
|||||
Money market funds and other
|
|
|
|
|
|
1,270
|
|
|
9
|
%
|
|||||
Total investments at fair value
|
|
|
|
|
|
$
|
13,459
|
|
|
100
|
%
|
|
|
As of September 30, 2017
|
|||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Plan Asset Mix
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
1
|
%
|
Common and preferred stocks
(1)
|
|
2,974
|
|
|
—
|
|
|
2,974
|
|
|
23
|
%
|
|||
Mutual funds
|
|
771
|
|
|
—
|
|
|
771
|
|
|
6
|
%
|
|||
Government and federal agency bonds, notes and MBS
|
|
1,870
|
|
|
548
|
|
|
2,418
|
|
|
19
|
%
|
|||
Corporate bonds
|
|
—
|
|
|
579
|
|
|
579
|
|
|
4
|
%
|
|||
Other mortgage- and asset-backed securities
|
|
—
|
|
|
99
|
|
|
99
|
|
|
1
|
%
|
|||
Derivatives and other, net
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
%
|
|||
Total investments in the fair value hierarchy
|
|
$
|
5,703
|
|
|
$
|
1,240
|
|
|
$
|
6,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Assets valued at NAV as a practical expedient:
|
|
|
|
|
|
|
|
|
|||||||
Common collective funds
|
|
|
|
|
|
2,727
|
|
|
21
|
%
|
|||||
Alternative investments
|
|
|
|
|
|
2,201
|
|
|
17
|
%
|
|||||
Money market funds and other
|
|
|
|
|
|
1,150
|
|
|
9
|
%
|
|||||
Total investments at fair value
|
|
|
|
|
|
$
|
13,021
|
|
|
100
|
%
|
(1)
|
Includes
2.8 million
shares of Company common stock valued at
$332 million
(
2%
of total plan assets) and
2.9 million
shares valued at
$282 million
(
2%
of total plan assets) at
September 29, 2018
and
September 30, 2017
, respectively.
|
|
Pension
Plans
|
|
Postretirement
Medical Plans
(1)
|
||||
2019
|
$
|
534
|
|
|
$
|
51
|
|
2020
|
544
|
|
|
54
|
|
||
2021
|
579
|
|
|
58
|
|
||
2022
|
618
|
|
|
63
|
|
||
2023
|
656
|
|
|
68
|
|
||
2024 – 2028
|
3,827
|
|
|
404
|
|
(1)
|
Estimated future benefit payments are net of expected Medicare subsidy receipts of
$80 million
.
|
Equity Securities
|
7
|
%
|
to
|
11
|
%
|
Debt Securities
|
3
|
%
|
to
|
5
|
%
|
Alternative Investments
|
7
|
%
|
to
|
12
|
%
|
|
Discount Rate
|
|
Expected
Long-Term
Rate of Return
On Assets
|
|
Assumed Healthcare
Cost Trend Rate
|
||||||||||||||
Increase/(decrease)
|
Benefit
Expense
|
|
Projected Benefit Obligations
|
|
Benefit
Expense
|
|
Net Periodic Postretirement Medical Cost
|
|
Projected Benefit Obligations
|
||||||||||
1 ppt decrease
|
$
|
241
|
|
|
$
|
2,680
|
|
|
$
|
135
|
|
|
$
|
(23
|
)
|
|
$
|
(213
|
)
|
1 ppt increase
|
(229
|
)
|
|
(2,275
|
)
|
|
(135
|
)
|
|
30
|
|
|
283
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may become the obligation of the remaining participating employers.
|
•
|
If the Company chooses to stop participating in these multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Pension plans
|
$
|
144
|
|
|
$
|
127
|
|
|
$
|
126
|
|
Health & welfare plans
|
172
|
|
|
160
|
|
|
167
|
|
|||
Total contributions
|
$
|
316
|
|
|
$
|
287
|
|
|
$
|
293
|
|
11
|
Equity
|
Per Share
|
|
Total Paid
|
|
Payment Timing
|
|
Related to Fiscal Period
|
$0.84
|
|
$1.2 billion
|
|
Fourth Quarter of Fiscal 2018
|
|
First Half 2018
|
$0.84
|
|
$1.3 billion
|
|
Second Quarter of Fiscal 2018
|
|
Second Half 2017
|
$0.78
|
|
$1.2 billion
|
|
Fourth Quarter of Fiscal 2017
|
|
First Half 2017
|
$0.78
|
|
$1.2 billion
|
|
Second Quarter of Fiscal 2017
|
|
Second Half 2016
|
$0.71
|
|
$1.1 billion
|
|
Fourth Quarter of Fiscal 2016
|
|
First Half 2016
|
$0.71
|
|
$1.2 billion
|
|
Second Quarter of Fiscal 2016
|
|
Second Half 2015
|
Fiscal year
|
|
Shares acquired
|
|
Total paid
|
2018
|
|
35 million
|
|
$3.6 billion
|
2017
|
|
89 million
|
|
$9.4 billion
|
2016
|
|
74 million
|
|
$7.5 billion
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
AOCI, before tax
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at October 3, 2015
|
$
|
21
|
|
|
$
|
523
|
|
|
$
|
(4,002
|
)
|
|
$
|
(431
|
)
|
|
$
|
(3,889
|
)
|
Unrealized gains (losses) arising during the period
|
23
|
|
|
(297
|
)
|
|
(2,122
|
)
|
|
(90
|
)
|
|
(2,486
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
(264
|
)
|
|
265
|
|
|
—
|
|
|
1
|
|
|||||
Balance at October 1, 2016
|
$
|
44
|
|
|
$
|
(38
|
)
|
|
$
|
(5,859
|
)
|
|
$
|
(521
|
)
|
|
$
|
(6,374
|
)
|
Unrealized gains (losses) arising during the period
|
(2
|
)
|
|
124
|
|
|
521
|
|
|
(2
|
)
|
|
641
|
|
|||||
Reclassifications of net (gains) losses to net income
|
(27
|
)
|
|
(194
|
)
|
|
432
|
|
|
—
|
|
|
211
|
|
|||||
Balance at September 30, 2017
|
$
|
15
|
|
|
$
|
(108
|
)
|
|
$
|
(4,906
|
)
|
|
$
|
(523
|
)
|
|
$
|
(5,522
|
)
|
Unrealized gains (losses) arising during the period
|
9
|
|
|
250
|
|
|
203
|
|
|
(204
|
)
|
|
258
|
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
35
|
|
|
380
|
|
|
—
|
|
|
415
|
|
|||||
Balance at September 29, 2018
|
$
|
24
|
|
|
$
|
177
|
|
|
$
|
(4,323
|
)
|
|
$
|
(727
|
)
|
|
$
|
(4,849
|
)
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
Tax on AOCI
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at October 3, 2015
|
$
|
(8
|
)
|
|
$
|
(189
|
)
|
|
$
|
1,505
|
|
|
$
|
160
|
|
|
$
|
1,468
|
|
Unrealized gains (losses) arising during the period
|
(10
|
)
|
|
104
|
|
|
801
|
|
|
32
|
|
|
927
|
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
98
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at October 1, 2016
|
$
|
(18
|
)
|
|
$
|
13
|
|
|
$
|
2,208
|
|
|
$
|
192
|
|
|
$
|
2,395
|
|
Unrealized gains (losses) arising during the period
|
1
|
|
|
(39
|
)
|
|
(209
|
)
|
|
(76
|
)
|
|
(323
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
10
|
|
|
72
|
|
|
(160
|
)
|
|
—
|
|
|
(78
|
)
|
|||||
Balance at September 30, 2017
|
$
|
(7
|
)
|
|
$
|
46
|
|
|
$
|
1,839
|
|
|
$
|
116
|
|
|
$
|
1,994
|
|
Unrealized gains (losses) arising during the period
|
(2
|
)
|
|
(66
|
)
|
|
(47
|
)
|
|
(13
|
)
|
|
(128
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
(12
|
)
|
|
(102
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Balance at September 29, 2018
|
$
|
(9
|
)
|
|
$
|
(32
|
)
|
|
$
|
1,690
|
|
|
$
|
103
|
|
|
$
|
1,752
|
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
AOCI, after tax
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at October 3, 2015
|
$
|
13
|
|
|
$
|
334
|
|
|
$
|
(2,497
|
)
|
|
$
|
(271
|
)
|
|
$
|
(2,421
|
)
|
Unrealized gains (losses) arising during the period
|
13
|
|
|
(193
|
)
|
|
(1,321
|
)
|
|
(58
|
)
|
|
(1,559
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
(166
|
)
|
|
167
|
|
|
—
|
|
|
1
|
|
|||||
Balance at October 1, 2016
|
$
|
26
|
|
|
$
|
(25
|
)
|
|
$
|
(3,651
|
)
|
|
$
|
(329
|
)
|
|
$
|
(3,979
|
)
|
Unrealized gains (losses) arising during the period
|
(1
|
)
|
|
85
|
|
|
312
|
|
|
(78
|
)
|
|
318
|
|
|||||
Reclassifications of net (gains) losses to net income
|
(17
|
)
|
|
(122
|
)
|
|
272
|
|
|
—
|
|
|
133
|
|
|||||
Balance at September 30, 2017
|
$
|
8
|
|
|
$
|
(62
|
)
|
|
$
|
(3,067
|
)
|
|
$
|
(407
|
)
|
|
$
|
(3,528
|
)
|
Unrealized gains (losses) arising during the period
|
7
|
|
|
184
|
|
|
156
|
|
|
(217
|
)
|
|
130
|
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
23
|
|
|
278
|
|
|
—
|
|
|
301
|
|
|||||
Balance at September 29, 2018
|
$
|
15
|
|
|
$
|
145
|
|
|
$
|
(2,633
|
)
|
|
$
|
(624
|
)
|
|
$
|
(3,097
|
)
|
Gains/(losses) in net income:
|
|
Affected line item in the Consolidated Statements of Income:
|
|
2018
|
|
2017
|
|
2016
|
||||||
Investments, net
|
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Estimated tax
|
|
Income taxes
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
|
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
|
Primarily revenue
|
|
(35
|
)
|
|
194
|
|
|
264
|
|
|||
Estimated tax
|
|
Income taxes
|
|
12
|
|
|
(72
|
)
|
|
(98
|
)
|
|||
|
|
|
|
(23
|
)
|
|
122
|
|
|
166
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Pension and postretirement medical expense
|
|
Cost and expenses
|
|
(380
|
)
|
|
(432
|
)
|
|
(265
|
)
|
|||
Estimated tax
|
|
Income taxes
|
|
102
|
|
|
160
|
|
|
98
|
|
|||
|
|
|
|
(278
|
)
|
|
(272
|
)
|
|
(167
|
)
|
|||
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
|
|
|
$
|
(301
|
)
|
|
$
|
(133
|
)
|
|
$
|
(1
|
)
|
12
|
Equity-Based Compensation
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
2.4
|
%
|
|
2.6
|
%
|
|
2.3
|
%
|
Expected volatility
|
23
|
%
|
|
22
|
%
|
|
26
|
%
|
Dividend yield
|
1.57
|
%
|
|
1.58
|
%
|
|
1.32
|
%
|
Termination rate
|
4.8
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
Exercise multiple
|
1.75
|
|
|
1.62
|
|
|
1.62
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock option
|
$
|
87
|
|
|
$
|
90
|
|
|
$
|
93
|
|
RSUs
|
306
|
|
|
274
|
|
|
293
|
|
|||
Total equity-based compensation expense
(1)
|
393
|
|
|
364
|
|
|
386
|
|
|||
Tax impact
|
(99
|
)
|
|
(123
|
)
|
|
(131
|
)
|
|||
Reduction in net income
|
$
|
294
|
|
|
$
|
241
|
|
|
$
|
255
|
|
Equity-based compensation expense capitalized during the period
|
$
|
70
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Tax benefit reported in cash flow from financing activities
(2)
|
n/a
|
|
|
n/a
|
|
|
$
|
208
|
|
(1)
|
Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.
|
(2)
|
The amount for fiscal 2018 and 2017 is not applicable as the Company adopted new accounting guidance in fiscal 2017.
|
|
2018
|
|||||
|
Shares
|
|
Weighted
Average
Exercise Price
|
|||
Outstanding at beginning of year
|
24
|
|
|
$
|
76.68
|
|
Awards forfeited
|
(1
|
)
|
|
107.69
|
|
|
Awards granted
|
4
|
|
|
111.48
|
|
|
Awards exercised
|
(3
|
)
|
|
58.09
|
|
|
Outstanding at end of year
|
24
|
|
|
$
|
84.14
|
|
Exercisable at end of year
|
14
|
|
|
$
|
69.06
|
|
|
|
|
|
|
|
|
Vested
|
|||||||||||
|
Range of Exercise Prices
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|||||||||||
|
|
$
|
—
|
|
—
|
$
|
45
|
|
|
|
3
|
|
|
$
|
38.13
|
|
|
2.8
|
|
|
$
|
46
|
|
—
|
$
|
60
|
|
|
|
3
|
|
|
50.75
|
|
|
4.2
|
|
|
|
$
|
61
|
|
—
|
$
|
90
|
|
|
|
3
|
|
|
72.94
|
|
|
5.2
|
|
|
|
$
|
91
|
|
—
|
$
|
115
|
|
|
|
5
|
|
|
101.92
|
|
|
7.0
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to Vest
|
|||||||||||
|
Range of Exercise Prices
|
|
Number of
Options
(1)
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|||||||||||
|
|
$
|
90
|
|
—
|
$
|
105
|
|
|
|
1
|
|
|
$
|
93.09
|
|
|
6.5
|
|
|
$
|
106
|
|
—
|
$
|
110
|
|
|
|
3
|
|
|
105.24
|
|
|
8.3
|
|
|
|
$
|
111
|
|
—
|
$
|
115
|
|
|
|
5
|
|
|
112.05
|
|
|
8.6
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
(1)
|
Number of options expected to vest is total unvested options less estimated forfeitures.
|
|
2018
|
|||||
|
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Unvested at beginning of year
|
9
|
|
|
$
|
101.17
|
|
Granted
(1)
|
5
|
|
|
109.05
|
|
|
Vested
|
(4
|
)
|
|
113.21
|
|
|
Forfeited
|
(1
|
)
|
|
107.23
|
|
|
Unvested at end of year
(2)
|
9
|
|
|
$
|
108.74
|
|
13
|
Detail of Certain Balance Sheet Accounts
|
Current receivables
|
|
September 29,
2018 |
|
September 30,
2017 |
||||
|
|
|
|
|||||
Accounts receivable
|
|
$
|
8,268
|
|
|
$
|
7,611
|
|
Other
|
|
1,258
|
|
|
1,209
|
|
||
Allowance for doubtful accounts
|
|
(192
|
)
|
|
(187
|
)
|
||
|
|
$
|
9,334
|
|
|
$
|
8,633
|
|
Other current assets
|
|
|
|
|
||||
Prepaid expenses
|
|
$
|
476
|
|
|
$
|
445
|
|
Other
|
|
159
|
|
|
143
|
|
||
|
|
$
|
635
|
|
|
$
|
588
|
|
Parks, resorts and other property
|
|
|
|
|
||||
Attractions, buildings and improvements
|
|
$
|
28,995
|
|
|
$
|
28,644
|
|
Furniture, fixtures and equipment
|
|
19,400
|
|
|
18,908
|
|
||
Land improvements
|
|
5,911
|
|
|
5,593
|
|
||
Leasehold improvements
|
|
932
|
|
|
898
|
|
||
|
|
55,238
|
|
|
54,043
|
|
||
Accumulated depreciation
|
|
(30,764
|
)
|
|
(29,037
|
)
|
||
Projects in progress
|
|
3,942
|
|
|
2,145
|
|
||
Land
|
|
1,124
|
|
|
1,255
|
|
||
|
|
$
|
29,540
|
|
|
$
|
28,406
|
|
Intangible assets
|
|
|
|
|
||||
Character/franchise intangibles and copyrights
|
|
$
|
5,829
|
|
|
$
|
5,829
|
|
Other amortizable intangible assets
|
|
1,213
|
|
|
1,154
|
|
||
Accumulated amortization
|
|
(2,070
|
)
|
|
(1,828
|
)
|
||
Net amortizable intangible assets
|
|
4,972
|
|
|
5,155
|
|
||
FCC licenses
|
|
602
|
|
|
602
|
|
||
Trademarks
|
|
1,218
|
|
|
1,218
|
|
||
Other indefinite lived intangible assets
|
|
20
|
|
|
20
|
|
||
|
|
$
|
6,812
|
|
|
$
|
6,995
|
|
Other non-current assets
|
|
September 29,
2018 |
|
September 30,
2017 |
||||
|
|
|
|
|||||
Receivables
|
|
$
|
1,928
|
|
|
$
|
1,688
|
|
Prepaid expenses
|
|
919
|
|
|
233
|
|
||
Other
|
|
518
|
|
|
469
|
|
||
|
|
$
|
3,365
|
|
|
$
|
2,390
|
|
Other long-term liabilities
|
|
|
|
|
||||
Pension and postretirement medical plan liabilities
|
|
$
|
2,712
|
|
|
$
|
3,281
|
|
Other
|
|
3,878
|
|
|
3,162
|
|
||
|
|
$
|
6,590
|
|
|
$
|
6,443
|
|
14
|
Commitments and Contingencies
|
|
Broadcast
Programming
|
|
Operating
Leases
|
|
Other
|
|
Total
|
||||||||
2019
|
$
|
7,340
|
|
|
$
|
681
|
|
|
$
|
1,793
|
|
|
$
|
9,814
|
|
2020
|
7,475
|
|
|
571
|
|
|
1,269
|
|
|
9,315
|
|
||||
2021
|
7,277
|
|
|
470
|
|
|
568
|
|
|
8,315
|
|
||||
2022
|
5,317
|
|
|
381
|
|
|
1,095
|
|
|
6,793
|
|
||||
2023
|
4,363
|
|
|
261
|
|
|
901
|
|
|
5,525
|
|
||||
Thereafter
|
12,841
|
|
|
1,220
|
|
|
1,668
|
|
|
15,729
|
|
||||
|
$
|
44,613
|
|
|
$
|
3,584
|
|
|
$
|
7,294
|
|
|
$
|
55,491
|
|
2019
|
$
|
24
|
|
2020
|
21
|
|
|
2021
|
19
|
|
|
2022
|
18
|
|
|
2023
|
16
|
|
|
Thereafter
|
442
|
|
|
Total minimum obligations
|
540
|
|
|
Less amount representing interest
|
(386
|
)
|
|
Present value of net minimum obligations
|
154
|
|
|
Less current portion
|
(12
|
)
|
|
Long-term portion
|
$
|
142
|
|
15
|
Fair Value Measurement
|
|
|
Fair Value Measurement at September 29, 2018
|
||||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
||||||||||
Investments
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange
|
|
—
|
|
|
469
|
|
|
—
|
|
|
469
|
|
||||
Other
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
(410
|
)
|
|
—
|
|
|
(410
|
)
|
||||
Foreign exchange
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
||||
Total recorded at fair value
|
|
$
|
38
|
|
|
$
|
(200
|
)
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
Fair value of borrowings
|
|
$
|
—
|
|
|
$
|
19,826
|
|
|
$
|
1,171
|
|
|
$
|
20,997
|
|
|
|
Fair Value Measurement at September 30, 2017
|
||||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investments
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Foreign exchange
|
|
—
|
|
|
403
|
|
|
—
|
|
|
403
|
|
||||
Other
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
||||
Foreign exchange
|
|
—
|
|
|
(427
|
)
|
|
—
|
|
|
(427
|
)
|
||||
Total recorded at fair value
|
|
$
|
36
|
|
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
Fair value of borrowings
|
|
$
|
—
|
|
|
$
|
23,110
|
|
|
$
|
2,764
|
|
|
$
|
25,874
|
|
16
|
Derivative Instruments
|
|
As of September 29, 2018
|
||||||||||||||
|
Current
Assets
|
|
Other Assets
|
|
Other
Current
Liabilities
|
|
Other Long-
Term
Liabilities
|
||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
$
|
166
|
|
|
$
|
169
|
|
|
$
|
(80
|
)
|
|
$
|
(39
|
)
|
Interest rate
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
||||
Other
|
13
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
38
|
|
|
96
|
|
|
(95
|
)
|
|
(60
|
)
|
||||
Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||
Gross fair value of derivatives
|
217
|
|
|
267
|
|
|
(504
|
)
|
|
(180
|
)
|
||||
Counterparty netting
|
(158
|
)
|
|
(227
|
)
|
|
254
|
|
|
131
|
|
||||
Cash collateral (received)/paid
|
—
|
|
|
—
|
|
|
135
|
|
|
5
|
|
||||
Net derivative positions
|
$
|
59
|
|
|
$
|
40
|
|
|
$
|
(115
|
)
|
|
$
|
(44
|
)
|
|
As of September 30, 2017
|
||||||||||||||
|
Current
Assets
|
|
Other Assets
|
|
Other
Current
Liabilities
|
|
Other Long-
Term
Liabilities
|
||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
$
|
175
|
|
|
$
|
190
|
|
|
$
|
(192
|
)
|
|
$
|
(170
|
)
|
Interest rate
|
—
|
|
|
10
|
|
|
(106
|
)
|
|
—
|
|
||||
Other
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
38
|
|
|
—
|
|
|
(46
|
)
|
|
(19
|
)
|
||||
Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Gross fair value of derivatives
|
219
|
|
|
202
|
|
|
(344
|
)
|
|
(205
|
)
|
||||
Counterparty netting
|
(142
|
)
|
|
(190
|
)
|
|
188
|
|
|
144
|
|
||||
Cash collateral (received)/paid
|
(20
|
)
|
|
(7
|
)
|
|
19
|
|
|
—
|
|
||||
Net derivative positions
|
$
|
57
|
|
|
$
|
5
|
|
|
$
|
(137
|
)
|
|
$
|
(61
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gain (loss) on interest rate swaps
|
$
|
(230
|
)
|
|
$
|
(211
|
)
|
|
$
|
18
|
|
Gain (loss) on hedged borrowings
|
230
|
|
|
211
|
|
|
(18
|
)
|
|
Costs and Expenses
|
|
Interest expense, net
|
|
Income Tax Expense
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Net gains (losses) on foreign currency denominated assets and liabilities
|
$
|
(146
|
)
|
|
$
|
105
|
|
|
$
|
2
|
|
|
$
|
39
|
|
|
$
|
(13
|
)
|
|
$
|
(2
|
)
|
|
$
|
29
|
|
|
$
|
3
|
|
|
$
|
49
|
|
Net gains (losses) on foreign exchange risk management contracts not designated as hedges
|
104
|
|
|
(120
|
)
|
|
(65
|
)
|
|
(46
|
)
|
|
11
|
|
|
—
|
|
|
(19
|
)
|
|
24
|
|
|
(24
|
)
|
|||||||||
Net gains (losses)
|
$
|
(42
|
)
|
|
$
|
(15
|
)
|
|
$
|
(63
|
)
|
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
10
|
|
|
$
|
27
|
|
|
$
|
25
|
|
17
|
Restructuring and Impairment Charges
|
18
|
New Accounting Pronouncements
|
•
|
For television and film content licensing agreements with multiple availability windows with the same licensee, the Company will defer more revenues to future windows than is currently deferred.
|
•
|
For licenses of character images, brands and trademarks subject to minimum guaranteed license fees, we currently recognize the difference between the minimum guaranteed amount and actual royalties earned from licensee merchandise sales (“shortfalls”) at the end of the contract period. Under the new guidance, projected guarantee shortfalls will be recognized straight-line over the remaining license period once an expected shortfall is identified.
|
•
|
For licenses that include multiple television and film titles subject to minimum guaranteed license fees that are recoupable against the licensee’s aggregate underlying sales from all titles, the Company will allocate the minimum guaranteed license fee to each title and recognize the allocated license fee as revenue when the title is made available to the customer. License fees in excess of the allocated by-title minimum guarantee are deferred until the aggregate contractual minimum guarantee has been exceeded and thereafter recognized as earned based on the licensee’s underlying sales. Under current guidance, an upfront allocation of the minimum guarantee is not required as license fees are recognized as earned based on the licensee’s underlying sales with any shortfalls recognized at the end of the contract period.
|
•
|
For renewals or extensions of license agreements for television and film content, we will recognize revenue when the licensed content becomes available under the renewal or extension, instead of when the agreement is renewed or extended.
|
(unaudited)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
15,351
|
|
|
$
|
14,548
|
|
|
$
|
15,228
|
|
|
$
|
14,307
|
|
|
Segment operating income
(5)
|
|
3,986
|
|
|
4,237
|
|
|
4,193
|
|
|
3,290
|
|
|
||||
Net income
|
|
4,473
|
|
|
3,115
|
|
|
3,059
|
|
|
2,419
|
|
|
||||
Net income attributable to Disney
|
|
4,423
|
|
|
2,937
|
|
|
2,916
|
|
|
2,322
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
|
$
|
2.91
|
|
(1)
|
$
|
1.95
|
|
(2)
|
$
|
1.95
|
|
(3)
|
$
|
1.55
|
|
(4)
|
Basic
|
|
2.93
|
|
|
1.95
|
|
|
1.96
|
|
|
1.56
|
|
|
||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
14,784
|
|
|
$
|
13,336
|
|
|
$
|
14,238
|
|
|
$
|
12,779
|
|
|
Segment operating income
(5)
|
|
3,956
|
|
|
3,996
|
|
|
4,011
|
|
|
2,812
|
|
|
||||
Net income
|
|
2,488
|
|
|
2,539
|
|
|
2,474
|
|
|
1,865
|
|
|
||||
Net income attributable to Disney
|
|
2,479
|
|
|
2,388
|
|
|
2,366
|
|
|
1,747
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
|
$
|
1.55
|
|
|
$
|
1.50
|
|
|
$
|
1.51
|
|
(3)
|
$
|
1.13
|
|
(4)
|
Basic
|
|
1.56
|
|
|
1.51
|
|
|
1.51
|
|
|
1.14
|
|
|
(1)
|
Results for the first quarter of fiscal 2018 included an estimated net benefit from the Deferred Remeasurement, partially offset by the Deemed Repatriation Tax as a result of the Tax Act (Tax Act Estimate), which had a favorable impact of
$1.00
on diluted earnings per share, and a gain from the sale of property rights, which had a favorable impact of
$0.03
on diluted earnings per share. These favorable impacts were partially offset by restructuring and impairment charges, which had an adverse impact of
$0.01
on diluted earnings per share.
|
(2)
|
Results for the second quarter of fiscal 2018 included a net benefit of updating prior-period Tax Act estimate, which had a favorable impact of
$0.09
on diluted earnings per share, and proceeds from legal insurance recoveries, which had a favorable impact of
$0.02
on diluted earnings per share. These favorable impacts were partially offset by restructuring and impairment charges, which had an adverse impact of
$0.01
per diluted earnings per share.
|
(3)
|
Results for the third quarter of fiscal 2018 included a net benefit of updating prior-period Tax Act estimate, which had a favorable impact of
$0.07
on diluted earnings per share. Results for the third quarter of fiscal 2017 included a charge, net of committed insurance recoveries, incurred in connection with the settlement of litigation, which had an adverse impact of
$0.07
on diluted earnings per share.
|
(4)
|
Results for the fourth quarter of fiscal 2018 included a gain in connection with the sale of real estate, which had a favorable impact of
$0.25
on diluted earnings per share, partially offset by equity investment impairments, which had an adverse impact of
$0.11
per diluted earnings per share, and the impact of updating prior-period Tax Act estimate, which had an adverse impact of
$0.06
per diluted earnings per share. Results for the fourth quarter of fiscal 2017 included a non-cash net gain in connection with the acquisition of a controlling interest in BAMTech, which had a favorable impact of
$0.10
per diluted earnings per share, partially offset by restructuring and impairment charges, which had an adverse impact of
$0.04
per diluted earnings per share.
|
(5)
|
Segment operating results reflect earnings before the corporate and unallocated shared expenses, restructuring and impairment charges, other income, net, interest expense, net, income taxes and noncontrolling interests.
|
Name of Subsidiary
|
|
Country of Incorporation
|
ABC Cable Networks Group
|
|
United States
|
ABC Family Worldwide, Inc.
|
|
United States
|
ABC Holding Company, Inc.
|
|
United States
|
ABC, Inc.
|
|
United States
|
American Broadcasting Companies, Inc.
|
|
United States
|
BAMTech, LLC
|
|
United States
|
Buena Vista Home Entertainment, Inc.
|
|
United States
|
Buena Vista International, Inc.
|
|
United States
|
Buena Vista Pay Television, Inc.
|
|
United States
|
Buena Vista Television, LLC
|
|
United States
|
Buena Vista Theatrical Group Ltd.
|
|
United States
|
Buena Vista Video On Demand
|
|
United States
|
Cable LT Holdings, Inc.
|
|
United States
|
Disney Destinations, LLC
|
|
United States
|
Disney Enterprises, Inc.
|
|
United States
|
Disney FTC Services (Singapore) Pte. Ltd.
|
|
Singapore
|
Disney Online
|
|
United States
|
Disney Vacation Club Management, LLC
|
|
United States
|
Disney Vacation Development, Inc.
|
|
United States
|
Disney/ABC International Television, Inc.
|
|
United States
|
ESPN Classic, Inc.
|
|
United States
|
ESPN Enterprises, Inc.
|
|
United States
|
ESPN Productions, Inc.
|
|
United States
|
ESPN, Inc.
|
|
United States
|
Euro Disney S.A.S.
|
|
France
|
Hong Kong International Theme Parks Limited
|
|
Hong Kong
|
Hudson Square Realty, LLC
|
|
United States
|
Imprint, Inc.
|
|
United States
|
International Family Entertainment, Inc.
|
|
United States
|
Lucasfilm Entertainment Company Ltd. LLC
|
|
United States
|
Lucasfilm Ltd. LLC
|
|
United States
|
Magical Cruise Company, Limited
|
|
United Kingdom
|
Maker Studios, Inc.
|
|
United States
|
Marvel Entertainment, LLC
|
|
United States
|
Marvel International LLC
|
|
United States
|
Marvel Studios LLC
|
|
United States
|
MVL Film Finance LLC
|
|
United States
|
MVL International C.V.
|
|
Netherlands
|
Pixar
|
|
United States
|
Shanghai International Theme Park Associated Facilities Company Limited
|
|
China
|
Shanghai International Theme Park Company Limited
|
|
China
|
The Walt Disney Company Limited
|
|
United Kingdom
|
Touchstone Television Productions, LLC
|
|
United States
|
UTV Software Communications Limited
|
|
India
|
Walt Disney Parks and Resorts U.S., Inc.
|
|
United States
|
Walt Disney Pictures
|
|
United States
|
Walt Disney Pictures Production, LLC
|
|
United States
|
Walt Disney Travel Co., Inc.
|
|
United States
|
WD Holdings (Shanghai), LLC
|
|
United States
|
Wedco Global Ventures Three LP
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K of the Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 21, 2018
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By:
|
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/s/ ROBERT A. IGER
|
|
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|
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Robert A. Iger
|
|
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|
Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of the Company;
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 21, 2018
|
|
By:
|
|
/s/ CHRISTINE M. MCCARTHY
|
|
|
|
|
|
Christine M. McCarthy
|
|
|
|
|
|
Senior Executive Vice President
and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
|
By:
|
|
/s/ ROBERT A. IGER
|
|
|
Robert A. Iger
|
|
|
Chairman and Chief Executive Officer
|
|
|
November 21, 2018
|
*
|
A signed original of this written statement required by Section 906 has been provided to The Walt Disney Company and will be retained by The Walt Disney Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
|
By:
|
|
/s/ CHRISTINE M. MCCARTHY
|
|
|
Christine M. McCarthy
|
|
|
Senior Executive Vice President
and Chief Financial Officer
|
|
|
November 21, 2018
|
*
|
A signed original of this written statement required by Section 906 has been provided to The Walt Disney Company and will be retained by The Walt Disney Company and furnished to the Securities and Exchange Commission or its staff upon request.
|