|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
DIS
|
|
New York Stock Exchange
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Services
|
$
|
13,006
|
|
|
$
|
12,520
|
|
|
$
|
25,872
|
|
|
$
|
25,504
|
|
Products
|
1,916
|
|
|
2,028
|
|
|
4,353
|
|
|
4,395
|
|
||||
Total revenues
|
14,922
|
|
|
14,548
|
|
|
30,225
|
|
|
29,899
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of services (exclusive of depreciation and amortization)
|
(7,167
|
)
|
|
(6,313
|
)
|
|
(14,731
|
)
|
|
(13,637
|
)
|
||||
Cost of products (exclusive of depreciation and amortization)
|
(1,209
|
)
|
|
(1,228
|
)
|
|
(2,646
|
)
|
|
(2,633
|
)
|
||||
Selling, general, administrative and other
|
(2,327
|
)
|
|
(2,239
|
)
|
|
(4,479
|
)
|
|
(4,326
|
)
|
||||
Depreciation and amortization
|
(828
|
)
|
|
(731
|
)
|
|
(1,560
|
)
|
|
(1,473
|
)
|
||||
Total costs and expenses
|
(11,531
|
)
|
|
(10,511
|
)
|
|
(23,416
|
)
|
|
(22,069
|
)
|
||||
Restructuring and impairment charges
|
(662
|
)
|
|
(13
|
)
|
|
(662
|
)
|
|
(28
|
)
|
||||
Other income
|
4,963
|
|
|
41
|
|
|
4,963
|
|
|
94
|
|
||||
Interest expense, net
|
(143
|
)
|
|
(143
|
)
|
|
(206
|
)
|
|
(272
|
)
|
||||
Equity in the income / (loss) of investees, net
|
(312
|
)
|
|
6
|
|
|
(236
|
)
|
|
49
|
|
||||
Income from continuing operations before income taxes
|
7,237
|
|
|
3,928
|
|
|
10,668
|
|
|
7,673
|
|
||||
Income taxes from continuing operations
|
(1,647
|
)
|
|
(813
|
)
|
|
(2,292
|
)
|
|
(85
|
)
|
||||
Net income from continuing operations
|
5,590
|
|
|
3,115
|
|
|
8,376
|
|
|
7,588
|
|
||||
Income (loss) from discontinued operations (net of income taxes of $5, $0, $5 and $0, respectively)
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Consolidated net income
|
5,611
|
|
|
3,115
|
|
|
8,397
|
|
|
7,588
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(159
|
)
|
|
(178
|
)
|
|
(157
|
)
|
|
(228
|
)
|
||||
Net income attributable to The Walt Disney Company (Disney)
|
$
|
5,452
|
|
|
$
|
2,937
|
|
|
$
|
8,240
|
|
|
$
|
7,360
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to Disney:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.53
|
|
|
$
|
1.95
|
|
|
$
|
5.42
|
|
|
$
|
4.86
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Diluted
|
$
|
3.55
|
|
|
$
|
1.95
|
|
|
$
|
5.43
|
|
|
$
|
4.86
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.55
|
|
|
$
|
1.95
|
|
|
$
|
5.44
|
|
|
$
|
4.88
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Basic
|
$
|
3.56
|
|
|
$
|
1.95
|
|
|
$
|
5.46
|
|
|
$
|
4.88
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Diluted
|
1,537
|
|
|
1,510
|
|
|
1,517
|
|
|
1,515
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,530
|
|
|
1,503
|
|
|
1,510
|
|
|
1,507
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Consolidated net income
|
$
|
5,611
|
|
|
$
|
3,115
|
|
|
$
|
8,397
|
|
|
$
|
7,588
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Market value adjustments for investments
|
(4
|
)
|
|
7
|
|
|
(4
|
)
|
|
6
|
|
||||
Market value adjustments for hedges
|
(80
|
)
|
|
(112
|
)
|
|
(89
|
)
|
|
(94
|
)
|
||||
Pension and postretirement medical plan adjustments
|
68
|
|
|
94
|
|
|
121
|
|
|
155
|
|
||||
Foreign currency translation and other
|
46
|
|
|
144
|
|
|
25
|
|
|
231
|
|
||||
Other comprehensive income
|
30
|
|
|
133
|
|
|
53
|
|
|
298
|
|
||||
Comprehensive income
|
5,641
|
|
|
3,248
|
|
|
8,450
|
|
|
7,886
|
|
||||
Net income attributable to noncontrolling interests, including redeemable noncontrolling interests
|
(159
|
)
|
|
(178
|
)
|
|
(157
|
)
|
|
(228
|
)
|
||||
Other comprehensive income attributable to noncontrolling interests
|
(34
|
)
|
|
(74
|
)
|
|
(36
|
)
|
|
(115
|
)
|
||||
Comprehensive income attributable to Disney
|
$
|
5,448
|
|
|
$
|
2,996
|
|
|
$
|
8,257
|
|
|
$
|
7,543
|
|
|
March 30,
2019 |
|
September 29,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,108
|
|
|
$
|
4,150
|
|
Receivables
|
14,593
|
|
|
9,334
|
|
||
Inventories
|
1,445
|
|
|
1,392
|
|
||
Television costs and advances
|
5,408
|
|
|
1,314
|
|
||
Other current assets
|
1,257
|
|
|
635
|
|
||
Assets held for sale
|
1,466
|
|
|
—
|
|
||
Total current assets
|
34,277
|
|
|
16,825
|
|
||
Film and television costs
|
24,353
|
|
|
7,888
|
|
||
Investments
|
4,080
|
|
|
2,899
|
|
||
Parks, resorts and other property
|
|
|
|
||||
Attractions, buildings and equipment
|
57,991
|
|
|
55,238
|
|
||
Accumulated depreciation
|
(33,132
|
)
|
|
(30,764
|
)
|
||
|
24,859
|
|
|
24,474
|
|
||
Projects in progress
|
4,984
|
|
|
3,942
|
|
||
Land
|
1,174
|
|
|
1,124
|
|
||
|
31,017
|
|
|
29,540
|
|
||
Intangible assets, net
|
26,985
|
|
|
6,812
|
|
||
Goodwill
|
75,057
|
|
|
31,269
|
|
||
Noncurrent assets held for sale
|
13,182
|
|
|
—
|
|
||
Other assets
|
5,391
|
|
|
3,365
|
|
||
Total assets
|
$
|
214,342
|
|
|
$
|
98,598
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
$
|
20,503
|
|
|
$
|
9,479
|
|
Current portion of borrowings
|
19,158
|
|
|
3,790
|
|
||
Deferred revenue and other
|
4,281
|
|
|
4,591
|
|
||
Liabilities held for sale
|
434
|
|
|
—
|
|
||
Total current liabilities
|
44,376
|
|
|
17,860
|
|
||
Borrowings
|
37,803
|
|
|
17,084
|
|
||
Deferred income taxes
|
11,208
|
|
|
3,109
|
|
||
Noncurrent liabilities held for sale
|
2,659
|
|
|
—
|
|
||
Other long-term liabilities
|
12,854
|
|
|
6,590
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
1,103
|
|
|
1,123
|
|
||
Equity
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares at
March 30, 2019 and 2.9 billion shares at September 29, 2018
|
53,419
|
|
|
36,779
|
|
||
Retained earnings
|
41,212
|
|
|
82,679
|
|
||
Accumulated other comprehensive loss
|
(3,786
|
)
|
|
(3,097
|
)
|
||
|
90,845
|
|
|
116,361
|
|
||
Treasury stock, at cost, 19 million shares at March 30, 2019 and 1.4 billion shares at September 29, 2018
|
(907
|
)
|
|
(67,588
|
)
|
||
Total Disney Shareholders’ equity
|
89,938
|
|
|
48,773
|
|
||
Noncontrolling interests
|
14,401
|
|
|
4,059
|
|
||
Total equity
|
104,339
|
|
|
52,832
|
|
||
Total liabilities and equity
|
$
|
214,342
|
|
|
$
|
98,598
|
|
|
Six Months Ended
|
||||||
|
March 30,
2019 |
|
March 31,
2018 |
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income from continuing operations
|
$
|
8,376
|
|
|
$
|
7,588
|
|
Depreciation and amortization
|
1,560
|
|
|
1,473
|
|
||
Gain on acquisition
|
(4,917
|
)
|
|
—
|
|
||
Deferred income taxes
|
1,190
|
|
|
(1,623
|
)
|
||
Equity in the (income) / loss of investees
|
236
|
|
|
(49
|
)
|
||
Cash distributions received from equity investees
|
370
|
|
|
389
|
|
||
Net change in film and television costs and advances
|
(281
|
)
|
|
(490
|
)
|
||
Equity-based compensation
|
475
|
|
|
194
|
|
||
Other
|
121
|
|
|
155
|
|
||
Changes in operating assets and liabilities, net of business acquisitions:
|
|
|
|
||||
Receivables
|
(386
|
)
|
|
(1,004
|
)
|
||
Inventories
|
(19
|
)
|
|
64
|
|
||
Other assets
|
46
|
|
|
(248
|
)
|
||
Accounts payable and other liabilities
|
(283
|
)
|
|
(92
|
)
|
||
Income taxes
|
(474
|
)
|
|
406
|
|
||
Cash provided by operations - continuing operations
|
6,014
|
|
|
6,763
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Investments in parks, resorts and other property
|
(2,390
|
)
|
|
(2,044
|
)
|
||
Acquisitions
|
(9,901
|
)
|
|
(1,581
|
)
|
||
Other
|
(392
|
)
|
|
(180
|
)
|
||
Cash used in investing activities - continuing operations
|
(12,683
|
)
|
|
(3,805
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Commercial paper borrowings, net
|
376
|
|
|
1,372
|
|
||
Borrowings
|
31,145
|
|
|
1,048
|
|
||
Reduction of borrowings
|
(17,398
|
)
|
|
(1,350
|
)
|
||
Dividends
|
(1,310
|
)
|
|
(1,266
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(2,608
|
)
|
||
Proceeds from exercise of stock options
|
83
|
|
|
91
|
|
||
Other
|
(200
|
)
|
|
(169
|
)
|
||
Cash provided by / (used in) financing activities - continuing operations
|
12,696
|
|
|
(2,882
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
||||
Cash used in operations - discontinued operations
|
(35
|
)
|
|
—
|
|
||
|
|
|
|
||||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
75
|
|
|
55
|
|
||
|
|
|
|
||||
Change in cash, cash equivalents and restricted cash
|
6,067
|
|
|
131
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
4,155
|
|
|
4,064
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
10,222
|
|
|
$
|
4,195
|
|
|
|
Quarter Ended
|
|||||||||||||||||||||||||||||
|
|
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 December 29, 2018
|
|
1,490
|
|
|
$
|
36,799
|
|
|
$
|
84,887
|
|
|
$
|
(3,782
|
)
|
|
$
|
(67,588
|
)
|
|
$
|
50,316
|
|
|
$
|
4,077
|
|
|
$
|
54,393
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
5,452
|
|
|
(4
|
)
|
|
—
|
|
|
5,448
|
|
|
191
|
|
|
5,639
|
|
|||||||
Equity compensation activity
|
|
1
|
|
|
395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
—
|
|
|
395
|
|
|||||||
Dividends
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|||||||
Acquisition of 21CF
|
|
307
|
|
|
33,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,804
|
|
|
10,638
|
|
|
44,442
|
|
|||||||
Retirement of treasury stock
|
|
—
|
|
|
(17,563
|
)
|
|
(49,118
|
)
|
|
—
|
|
|
66,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions and other
|
|
—
|
|
|
(24
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(532
|
)
|
|
(557
|
)
|
|||||||
Balance at March 30, 2019
|
|
1,798
|
|
|
$
|
53,419
|
|
|
$
|
41,212
|
|
|
$
|
(3,786
|
)
|
|
$
|
(907
|
)
|
|
$
|
89,938
|
|
|
$
|
14,401
|
|
|
$
|
104,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 30, 2017
|
|
1,507
|
|
|
$
|
36,254
|
|
|
$
|
75,763
|
|
|
$
|
(3,404
|
)
|
|
$
|
(65,324
|
)
|
|
$
|
43,289
|
|
|
$
|
3,794
|
|
|
$
|
47,083
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
2,937
|
|
|
59
|
|
|
—
|
|
|
2,996
|
|
|
251
|
|
|
3,247
|
|
|||||||
Equity compensation activity
|
|
1
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
—
|
|
|
157
|
|
|||||||
Common stock repurchases
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
|
(1,295
|
)
|
|
—
|
|
|
(1,295
|
)
|
|||||||
Distributions and other
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(545
|
)
|
|
(541
|
)
|
|||||||
Balance at March 31, 2018
|
|
1,496
|
|
|
$
|
36,411
|
|
|
$
|
78,704
|
|
|
$
|
(3,345
|
)
|
|
$
|
(66,619
|
)
|
|
$
|
45,151
|
|
|
$
|
3,500
|
|
|
$
|
48,651
|
|
(1)
|
Excludes redeemable noncontrolling interest.
|
|
|
Six Months Ended
|
|||||||||||||||||||||||||||||
|
|
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 September 29, 2018
|
|
1,488
|
|
|
$
|
36,779
|
|
|
$
|
82,679
|
|
|
$
|
(3,097
|
)
|
|
$
|
(67,588
|
)
|
|
$
|
48,773
|
|
|
$
|
4,059
|
|
|
$
|
52,832
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
8,240
|
|
|
17
|
|
|
—
|
|
|
8,257
|
|
|
190
|
|
|
8,447
|
|
|||||||
Equity compensation activity
|
|
3
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
415
|
|
|||||||
Dividends
|
|
—
|
|
|
8
|
|
|
(1,318
|
)
|
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|
—
|
|
|
(1,310
|
)
|
|||||||
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
47
|
|
|||||||
Acquisition of 21CF
|
|
307
|
|
|
33,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,804
|
|
|
10,638
|
|
|
44,442
|
|
|||||||
Adoption of new accounting guidance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
—
|
|
|
—
|
|
|
691
|
|
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Intra-Entity Transfers of Assets Other Than Inventory
|
|
—
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
129
|
|
|||||||
Revenues from Contracts with Customers
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(15
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Retirement of treasury stock
|
|
—
|
|
|
(17,563
|
)
|
|
(49,118
|
)
|
|
—
|
|
|
66,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions and other
|
|
—
|
|
|
(24
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(533
|
)
|
|
(554
|
)
|
|||||||
Balance at March 30, 2019
|
|
1,798
|
|
|
$
|
53,419
|
|
|
$
|
41,212
|
|
|
$
|
(3,786
|
)
|
|
$
|
(907
|
)
|
|
$
|
89,938
|
|
|
$
|
14,401
|
|
|
$
|
104,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2017
|
|
1,517
|
|
|
$
|
36,248
|
|
|
$
|
72,606
|
|
|
$
|
(3,528
|
)
|
|
$
|
(64,011
|
)
|
|
$
|
41,315
|
|
|
$
|
3,689
|
|
|
$
|
45,004
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
7,360
|
|
|
183
|
|
|
—
|
|
|
7,543
|
|
|
348
|
|
|
7,891
|
|
|||||||
Equity compensation activity
|
|
4
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||||
Common stock repurchases
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,608
|
)
|
|
(2,608
|
)
|
|
—
|
|
|
(2,608
|
)
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
(1,266
|
)
|
|||||||
Distributions and other
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(537
|
)
|
|
(533
|
)
|
|||||||
Balance at March 31, 2018
|
|
1,496
|
|
|
$
|
36,411
|
|
|
$
|
78,704
|
|
|
$
|
(3,345
|
)
|
|
$
|
(66,619
|
)
|
|
$
|
45,151
|
|
|
$
|
3,500
|
|
|
$
|
48,651
|
|
(1)
|
Excludes redeemable noncontrolling interest.
|
1.
|
Principles of Consolidation
|
2.
|
Description of Business and Segment Information
|
•
|
Media Networks;
|
•
|
Parks, Experiences and Products;
|
•
|
Studio Entertainment; and
|
•
|
Direct-to-Consumer & International
|
•
|
Significant operations:
|
◦
|
Disney, ESPN and Freeform branded domestic cable networks
|
◦
|
ABC branded broadcast television network and eight owned domestic television stations
|
◦
|
Television programming, production and distribution
|
◦
|
A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable networks including A&E, HISTORY and Lifetime
|
•
|
Significant revenues:
|
◦
|
Affiliate fees - Fees charged to multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital over-the-top (e.g. Hulu, YouTube TV) service providers) (“MVPDs”) and to television stations affiliated with the ABC Network for the right to deliver our programming to their customers
|
◦
|
Advertising - Sales of ad time/space on our domestic networks and related platforms (“ratings-based ad sales”, which excludes advertising on digital platforms that is not ratings based), and the sale of time on our domestic television stations. Ratings-based ad sales are generally determined using viewership measured with Nielsen ratings. Non-ratings-based advertising on digital platforms is reported by DTCI
|
◦
|
TV/SVOD distribution - Licensing fees and other revenues for the right to use our television programs and productions and content transactions with other Company segments (“program sales”)
|
•
|
Significant expenses:
|
◦
|
Operating expenses consisting primarily of programming and production costs, participations and residuals expense, technical support costs, operating labor and distribution costs
|
◦
|
Selling, general and administrative costs
|
◦
|
Depreciation and amortization
|
•
|
Significant operations:
|
◦
|
Parks & Experiences:
|
▪
|
Theme parks and resorts, which include: Walt Disney World Resort in Florida; Disneyland Resort in California; Disneyland Paris; and 47% and 43% interests in Hong Kong Disneyland Resort and Shanghai Disney Resort, respectively, all of which are consolidated in our results. Additionally, the Company licenses our intellectual property to a third party to operate Tokyo Disney Resort
|
▪
|
Disney Cruise Line, Disney Vacation Club and Aulani, a Disney Resort & Spa in Hawaii
|
◦
|
Consumer Products:
|
▪
|
Licensing of our trade names, characters, visual, literary and other intellectual properties to various manufacturers, game developers, publishers and retailers throughout the world
|
▪
|
Sale of branded merchandise through retail, online and wholesale businesses, and development and publishing of books, magazines, comic books and games. As of the end of fiscal 2018, the segment had substantially exited the vertical games development business
|
•
|
Significant revenues:
|
◦
|
Theme park admissions - Sales of tickets for admission to our theme parks
|
◦
|
Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts and cruise ships
|
◦
|
Resorts and vacations - Sales of room nights at hotels, sales of cruise vacations and sales and rentals of vacation club properties
|
◦
|
Merchandise licensing and retail
|
▪
|
Merchandise licensing - Royalties from intellectual property licensing
|
▪
|
Retail - Sales of merchandise at The Disney Stores and through branded internet shopping sites, as well as, to wholesalers (including sales of published materials and games)
|
◦
|
Parks licensing and other - Revenues from sponsorships and co-branding opportunities, real estate rent and sales, and royalties from Tokyo Disney Resort
|
•
|
Significant expenses:
|
◦
|
Operating expenses consisting primarily of operating labor, costs of goods sold, infrastructure costs, supplies, commissions and entertainment offerings. Infrastructure costs include information systems expense, repairs and maintenance, utilities and fuel, property taxes, retail occupancy costs, insurance and transportation
|
◦
|
Selling, general and administrative costs
|
◦
|
Depreciation and amortization
|
•
|
Significant operations:
|
◦
|
Motion picture production and distribution under the Walt Disney Pictures, Pixar, Marvel, Lucasfilm and Touchstone banners
|
◦
|
Development, production and licensing of live entertainment events on Broadway and around the world (“Stage plays”)
|
•
|
Significant revenues:
|
◦
|
Theatrical distribution - Rentals from licensing our motion pictures to theaters
|
◦
|
Home entertainment - Sale of our motion pictures to retailers and distributors in physical (DVD and Blu-ray) and electronic formats
|
◦
|
TV/SVOD distribution and other - Licensing fees and other revenue for the right to use our motion picture productions, content transactions with other Company segments, ticket sales from stage plays and fees from licensing our intellectual properties for use in live entertainment productions
|
•
|
Significant expenses:
|
◦
|
Operating expenses consisting primarily of amortization of production, participations and residuals costs, distribution costs and costs of sales
|
◦
|
Selling, general and administrative costs
|
◦
|
Depreciation and amortization
|
•
|
Significant operations:
|
◦
|
Disney and ESPN branded international television networks and channels (“International Channels”)
|
◦
|
Direct-to-consumer (DTC) businesses:
|
▪
|
Hulu streaming service, which aggregates acquired television and film entertainment content and produces original content. The content is distributed digitally to internet-connected devices. Prior to the acquisition of 21CF, Hulu was reported as an equity investment
|
▪
|
ESPN+ streaming service, which was launched in April 2018
|
▪
|
Disney+ streaming service, which we plan to launch in late 2019
|
◦
|
Other Company branded digital content distribution platforms and services
|
◦
|
BAMTech LLC (BAMTech) (owned 75% by the Company since September 25, 2017), which provides streaming technology services
|
◦
|
Equity investments:
|
▪
|
A 21% effective ownership in Vice Group Holdings, Inc. (Vice), which is a media company that targets millennial audiences. 21CF has an additional 6% interest in Vice. Vice operates Viceland, which is owned 50% by Vice and 50% by A+E
|
•
|
Significant revenues:
|
◦
|
Affiliate fees - Fees charged to MVPDs for the right to deliver our International Channels to their customers
|
◦
|
Advertising - Sales of ad time/space on our International Channels. Sales of non-ratings based ad time/space on digital platforms (“addressable ad sales”). In general, addressable ad sales are delivered using technology that allows for dynamic insertion of advertisements into video content, which can be targeted to specific viewer groups
|
◦
|
Subscription fees and other - Fees charged to customers/subscribers for our streaming and technology services
|
•
|
Significant expenses:
|
◦
|
Operating expenses consisting primarily of programming and production costs (including digital content obtained from other Company segments), technical support costs, operating labor and distribution costs
|
◦
|
Selling, general and administrative costs
|
◦
|
Depreciation and amortization
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Revenues (1):
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
5,525
|
|
|
$
|
5,508
|
|
|
$
|
11,446
|
|
|
$
|
11,063
|
|
Parks, Experiences and Products
|
6,169
|
|
|
5,903
|
|
|
12,993
|
|
|
12,430
|
|
||||
Studio Entertainment
|
2,134
|
|
|
2,499
|
|
|
3,958
|
|
|
5,008
|
|
||||
Direct-to-Consumer & International
|
955
|
|
|
831
|
|
|
1,873
|
|
|
1,762
|
|
||||
21CF
|
373
|
|
|
—
|
|
|
373
|
|
|
—
|
|
||||
Eliminations(2)
|
(234
|
)
|
|
(193
|
)
|
|
(418
|
)
|
|
(364
|
)
|
||||
|
$
|
14,922
|
|
|
$
|
14,548
|
|
|
$
|
30,225
|
|
|
$
|
29,899
|
|
Segment operating income (1):
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
2,185
|
|
|
$
|
2,258
|
|
|
$
|
3,515
|
|
|
$
|
3,501
|
|
Parks, Experiences and Products
|
1,506
|
|
|
1,309
|
|
|
3,658
|
|
|
3,263
|
|
||||
Studio Entertainment
|
534
|
|
|
874
|
|
|
843
|
|
|
1,699
|
|
||||
Direct-to-Consumer & International
|
(393
|
)
|
|
(188
|
)
|
|
(529
|
)
|
|
(230
|
)
|
||||
21CF
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Eliminations(2)
|
(41
|
)
|
|
(16
|
)
|
|
(41
|
)
|
|
(10
|
)
|
||||
|
$
|
3,816
|
|
|
$
|
4,237
|
|
|
$
|
7,471
|
|
|
$
|
8,223
|
|
(1)
|
Studio Entertainment revenues and operating income include an allocation of Parks, Experiences and Products revenues, which is meant to reflect royalties on sales of merchandise based on film properties. The increase to Studio Entertainment revenues and operating income and corresponding decrease to Parks, Experiences and Products revenues and operating income was $126 million and $136 million for the quarters ended March 30, 2019 and March 31, 2018, respectively, and $280 million and $307 million for the six months ended March 30, 2019 and March 31, 2018, respectively.
|
(2)
|
Intersegment content transactions are as follows:
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Studio Entertainment:
|
|
|
|
|
|
|
|
||||||||
Content transactions with Media Networks
|
$
|
(13
|
)
|
|
$
|
(64
|
)
|
|
$
|
(34
|
)
|
|
$
|
(95
|
)
|
Content transactions with Direct-to-Consumer & International
|
(82
|
)
|
|
(8
|
)
|
|
(100
|
)
|
|
(16
|
)
|
||||
Media Networks:
|
|
|
|
|
|
|
|
||||||||
Content transactions with Direct-to-Consumer & International
|
(139
|
)
|
|
(121
|
)
|
|
(284
|
)
|
|
(253
|
)
|
||||
|
$
|
(234
|
)
|
|
$
|
(193
|
)
|
|
$
|
(418
|
)
|
|
$
|
(364
|
)
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
||||||||
Studio Entertainment:
|
|
|
|
|
|
|
|
||||||||
Content transactions with Media Networks
|
$
|
5
|
|
|
$
|
(16
|
)
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
Content transactions with Direct-to-Consumer & International
|
(46
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
||||
Media Networks:
|
|
|
|
|
|
|
|
||||||||
Content transactions with Direct-to-Consumer & International
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Total
|
$
|
(41
|
)
|
|
$
|
(16
|
)
|
|
$
|
(41
|
)
|
|
$
|
(10
|
)
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Media Networks
|
$
|
182
|
|
|
$
|
182
|
|
|
$
|
361
|
|
|
$
|
341
|
|
Parks, Experiences and Products
|
—
|
|
|
(7
|
)
|
|
(12
|
)
|
|
(14
|
)
|
||||
Direct-to-Consumer & International
|
(141
|
)
|
|
(169
|
)
|
|
(232
|
)
|
|
(278
|
)
|
||||
Equity in the income of investees included in segment operating income
|
41
|
|
|
6
|
|
|
117
|
|
|
49
|
|
||||
Vice Impairment
|
(353
|
)
|
|
—
|
|
|
(353
|
)
|
|
—
|
|
||||
Equity in the income / (loss) of investees, net
|
$
|
(312
|
)
|
|
$
|
6
|
|
|
$
|
(236
|
)
|
|
$
|
49
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Segment operating income
|
$
|
3,816
|
|
|
$
|
4,237
|
|
|
$
|
7,471
|
|
|
$
|
8,223
|
|
Corporate and unallocated shared expenses
|
(279
|
)
|
|
(194
|
)
|
|
(440
|
)
|
|
(344
|
)
|
||||
Restructuring and impairment charges
|
(662
|
)
|
|
(13
|
)
|
|
(662
|
)
|
|
(28
|
)
|
||||
Other income
|
4,963
|
|
|
41
|
|
|
4,963
|
|
|
94
|
|
||||
Interest expense, net
|
(143
|
)
|
|
(143
|
)
|
|
(206
|
)
|
|
(272
|
)
|
||||
Amortization of 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
||||
Impairment of equity investment
|
(353
|
)
|
|
—
|
|
|
(353
|
)
|
|
—
|
|
||||
Income from continuing operations before income taxes
|
$
|
7,237
|
|
|
$
|
3,928
|
|
|
$
|
10,668
|
|
|
$
|
7,673
|
|
3.
|
Revenues
|
•
|
For television and film content licensing agreements with multiple availability windows with the same licensee, the Company now defers more revenue to future windows than under the previous accounting guidance.
|
•
|
For licenses of character images, brands and trademarks with minimum guaranteed license fees, the excess of the minimum guaranteed amount over actual amounts earned based on a percentage of the licensee’s underlying sales (“shortfall”) is now recognized straight-line over the remaining license period once an expected shortfall is probable. Previously, shortfalls were recognized at the end of the contract period.
|
•
|
For licenses that include multiple television and film titles with a minimum guaranteed license fee across all titles that earns out against the aggregate fees based on the licensee’s underlying sales, the Company now allocates the minimum guaranteed license fee to each title at contract inception and recognizes the allocated license fee as revenue when the title is made available to the customer. License fees earned by titles in excess of their allocated amount are deferred until the minimum guaranteed license fee across all titles is exceeded. Once the minimum guaranteed license fee across all titles is exceeded, license fees are recognized as earned based on the licensee’s underlying sales. Previously, license fees were 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, revenues are now recognized when the licensed content becomes available under the renewal or extension. Previously, revenues were recognized when the agreement was renewed or extended.
|
|
September 29, 2018
|
|
March 30, 2019
|
|||||||||||||||||||
|
Fiscal 2018 Ending Balances as Reported
|
|
Effect of Adoption
|
|
Q1 2019 Opening Balances
|
|
Balances Assuming
Historical Accounting
|
|
Impact of New Revenue guidance
|
|
Q2 2019 Ending Balances as Reported
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Receivables - current/non-current
|
$
|
11,262
|
|
|
$
|
(241
|
)
|
|
$
|
11,021
|
|
|
16,735
|
|
|
$
|
(130
|
)
|
|
$
|
16,605
|
|
Film and television costs and advances - current/non-current
|
9,202
|
|
|
48
|
|
|
9,250
|
|
|
29,737
|
|
|
24
|
|
|
29,761
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable and other accrued liabilities
|
9,479
|
|
|
1,039
|
|
|
10,518
|
|
|
19,369
|
|
|
1,134
|
|
|
20,503
|
|
|||||
Deferred revenue and other
|
4,591
|
|
|
(1,082
|
)
|
|
3,509
|
|
|
5,446
|
|
|
(1,165
|
)
|
|
4,281
|
|
|||||
Deferred income taxes
|
3,109
|
|
|
(34
|
)
|
|
3,075
|
|
|
11,236
|
|
|
(28
|
)
|
|
11,208
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity
|
52,832
|
|
|
(116
|
)
|
|
52,716
|
|
|
104,387
|
|
|
(48
|
)
|
|
104,339
|
|
|
Quarter Ended March 30, 2019
|
|
Six Months Ended March 30, 2019
|
||||||||||||||||||||
|
Results Assuming
Historical Accounting
|
|
Impact of New Revenue guidance
|
|
Reported
|
|
Results Assuming
Historical Accounting
|
|
Impact of New Revenue guidance
|
|
Reported
|
||||||||||||
Revenues
|
$
|
14,901
|
|
|
$
|
21
|
|
|
$
|
14,922
|
|
|
$
|
30,010
|
|
|
$
|
215
|
|
|
$
|
30,225
|
|
Cost and Expenses
|
(11,483
|
)
|
|
(48
|
)
|
|
(11,531
|
)
|
|
(23,289
|
)
|
|
(127
|
)
|
|
(23,416
|
)
|
||||||
Income Taxes
|
(1,653
|
)
|
|
6
|
|
|
(1,647
|
)
|
|
(2,272
|
)
|
|
(20
|
)
|
|
(2,292
|
)
|
||||||
Consolidated Net Income
|
5,632
|
|
|
(21
|
)
|
|
5,611
|
|
|
8,329
|
|
|
68
|
|
|
8,397
|
|
•
|
Affiliate fees - Fees charged to affiliates (i.e., MVPDs or television stations) for the right to deliver our television network programming on a continuous basis to their customers are recognized as the programming is provided based on contractually specified per subscriber rates and the actual number of the affiliate’s customers receiving the programming.
|
•
|
Subscription fees - Fees charged to customers/subscribers for our streaming services are recognized ratably over the term of the subscription.
|
•
|
Advertising - Sales of advertising time/space on our television networks, digital platforms and television stations are recognized as revenue, net of agency commissions, when commercials are aired. For contracts that contain a guaranteed number of impressions, revenues are recognized based on impressions delivered. When the guaranteed number of impressions is not met (“ratings shortfall”), revenues are not recognized for the ratings shortfall until the additional impressions are delivered.
|
•
|
Theme park admissions - Sales of theme park tickets are recognized when the tickets are used. Sales of annual passes are recognized ratably over the period for which the pass is available for use.
|
•
|
Resorts and vacations - Sales of hotel room nights and cruise vacations and rentals of vacation club properties are recognized as the services are provided to the guest. Sales of vacation club properties are recognized when title to the property transfers to the customer.
|
•
|
Merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts, cruise ships and Disney Stores are recognized at the time of sale. Sales from our branded internet shopping sites and to wholesalers are recognized upon delivery. We estimate returns and customer incentives based upon historical return experience, current economic trends and projections of consumer demand for our products.
|
•
|
TV/SVOD distribution licensing - Fixed license fees charged for the right to use our television and motion picture productions are recognized as revenue when the content is available for use by the licensee. License fees based on the underlying sales of the licensee are recognized as revenue as earned based on the contractual royalty rate applied to the licensee sales.
|
•
|
Theatrical distribution licensing - Fees charged for licensing of our motion pictures to theatrical distributors are recognized as revenue based on the contractual royalty rate applied to the distributor’s underlying sales from exhibition of the film.
|
•
|
Merchandise licensing - Fees charged for the use of our trade names and characters in connection with the sale of a licensee’s products are recognized as revenue as earned based on the contractual royalty rate applied to the licensee’s underlying product sales. For licenses with minimum guaranteed license fees, the excess of the minimum guaranteed amount over actual royalties earned (shortfall) is recognized straight-line over the remaining license period once an expected shortfall is probable.
|
•
|
Home entertainment - Sales of our motion pictures to retailers and distributors in physical formats (DVD and Blu-ray) are recognized as revenue on the later of the delivery date or the date that the product can be sold by retailers. We reduce home entertainment revenues for estimated future returns of merchandise and sales incentives based upon historical return experience, current economic trends and projections of consumer demand for our products. Sales of our motion pictures in electronic formats are recognized as revenue when the product is available for use by the consumer.
|
•
|
Taxes - Taxes collected from customers and remitted to governmental authorities are excluded from revenue.
|
•
|
Shipping and handling - Fees collected from customers for shipping and handling are recorded as revenue and the related shipping expenses are recorded in cost of products upon delivery of the product to the consumer.
|
|
Quarter Ended March 30, 2019
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Affiliate fees
|
$
|
3,177
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
335
|
|
|
$
|
134
|
|
|
$
|
(12
|
)
|
|
$
|
3,634
|
|
Advertising
|
1,596
|
|
|
1
|
|
|
—
|
|
|
357
|
|
|
118
|
|
|
—
|
|
|
2,072
|
|
|||||||
Theme park admissions
|
—
|
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|||||||
Resort and vacations
|
—
|
|
|
1,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,502
|
|
|||||||
Retail and wholesale sales of merchandise, food and beverage
|
—
|
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|||||||
TV/SVOD distribution licensing
|
678
|
|
|
—
|
|
|
709
|
|
|
24
|
|
|
91
|
|
|
(222
|
)
|
|
1,280
|
|
|||||||
Theatrical distribution licensing
|
—
|
|
|
—
|
|
|
745
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
752
|
|
|||||||
Merchandise licensing
|
—
|
|
|
635
|
|
|
126
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|||||||
Home entertainment
|
—
|
|
|
—
|
|
|
263
|
|
|
21
|
|
|
10
|
|
|
—
|
|
|
294
|
|
|||||||
Other
|
74
|
|
|
495
|
|
|
291
|
|
|
206
|
|
|
13
|
|
|
—
|
|
|
1,079
|
|
|||||||
Total revenues
|
$
|
5,525
|
|
|
$
|
6,169
|
|
|
$
|
2,134
|
|
|
$
|
955
|
|
|
$
|
373
|
|
|
$
|
(234
|
)
|
|
$
|
14,922
|
|
|
Quarter Ended March 31, 2018(1)
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Affiliate fees
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,397
|
|
Advertising
|
1,643
|
|
|
2
|
|
|
—
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
1,946
|
|
|||||||
Theme park admissions
|
—
|
|
|
1,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,690
|
|
|||||||
Resort and vacations
|
—
|
|
|
1,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,461
|
|
|||||||
Retail and wholesale sales of merchandise, food and beverage
|
—
|
|
|
1,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,707
|
|
|||||||
TV/SVOD distribution licensing
|
761
|
|
|
—
|
|
|
619
|
|
|
28
|
|
|
—
|
|
|
(193
|
)
|
|
1,215
|
|
|||||||
Theatrical distribution licensing
|
—
|
|
|
—
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
956
|
|
|||||||
Merchandise licensing
|
—
|
|
|
625
|
|
|
139
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|||||||
Home entertainment
|
—
|
|
|
—
|
|
|
471
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||||
Other
|
61
|
|
|
418
|
|
|
314
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|||||||
Total revenues
|
$
|
5,508
|
|
|
$
|
5,903
|
|
|
$
|
2,499
|
|
|
$
|
831
|
|
|
$
|
—
|
|
|
$
|
(193
|
)
|
|
$
|
14,548
|
|
(1)
|
Amounts presented are based on our historical accounting prior to the adoption of the new revenue guidance.
|
|
Six Months Ended March 30, 2019
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Affiliate fees
|
$
|
6,252
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
658
|
|
|
$
|
134
|
|
|
$
|
(12
|
)
|
|
$
|
7,032
|
|
Advertising
|
3,619
|
|
|
3
|
|
|
—
|
|
|
774
|
|
|
118
|
|
|
—
|
|
|
4,514
|
|
|||||||
Theme park admissions
|
—
|
|
|
3,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,701
|
|
|||||||
Resort and vacations
|
—
|
|
|
3,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,033
|
|
|||||||
Retail and wholesale sales of merchandise, food and beverage
|
—
|
|
|
3,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,890
|
|
|||||||
TV/SVOD distribution licensing
|
1,400
|
|
|
—
|
|
|
1,314
|
|
|
58
|
|
|
91
|
|
|
(406
|
)
|
|
2,457
|
|
|||||||
Theatrical distribution licensing
|
—
|
|
|
—
|
|
|
1,118
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1,125
|
|
|||||||
Merchandise licensing
|
—
|
|
|
1,376
|
|
|
280
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
|||||||
Home entertainment
|
—
|
|
|
—
|
|
|
688
|
|
|
49
|
|
|
10
|
|
|
—
|
|
|
747
|
|
|||||||
Other
|
175
|
|
|
990
|
|
|
558
|
|
|
307
|
|
|
13
|
|
|
—
|
|
|
2,043
|
|
|||||||
Total revenues
|
$
|
11,446
|
|
|
$
|
12,993
|
|
|
$
|
3,958
|
|
|
$
|
1,873
|
|
|
$
|
373
|
|
|
$
|
(418
|
)
|
|
$
|
30,225
|
|
|
Six Months Ended March 31, 2018(1)
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
Affiliate fees
|
$
|
5,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,602
|
|
Advertising
|
3,606
|
|
|
4
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
—
|
|
|
4,322
|
|
|||||||
Theme park admissions
|
—
|
|
|
3,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,522
|
|
|||||||
Resort and vacations
|
—
|
|
|
2,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,924
|
|
|||||||
Retail and wholesale sales of merchandise, food and beverage
|
—
|
|
|
3,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,766
|
|
|||||||
TV/SVOD distribution licensing
|
1,385
|
|
|
—
|
|
|
1,138
|
|
|
53
|
|
|
—
|
|
|
(364
|
)
|
|
2,212
|
|
|||||||
Theatrical distribution licensing
|
—
|
|
|
—
|
|
|
2,125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,125
|
|
|||||||
Merchandise licensing
|
—
|
|
|
1,401
|
|
|
310
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
1,748
|
|
|||||||
Home entertainment
|
—
|
|
|
—
|
|
|
832
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
886
|
|
|||||||
Other
|
162
|
|
|
813
|
|
|
603
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
1,792
|
|
|||||||
Total revenues
|
$
|
11,063
|
|
|
$
|
12,430
|
|
|
$
|
5,008
|
|
|
$
|
1,762
|
|
|
$
|
—
|
|
|
$
|
(364
|
)
|
|
$
|
29,899
|
|
(1)
|
Amounts presented are based on our historical accounting prior to the adoption of the new revenue guidance.
|
|
Quarter Ended March 30, 2019
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
United States and Canada
|
$
|
5,307
|
|
|
$
|
4,700
|
|
|
$
|
1,066
|
|
|
$
|
294
|
|
|
$
|
149
|
|
|
$
|
(208
|
)
|
|
$
|
11,308
|
|
Europe
|
167
|
|
|
631
|
|
|
550
|
|
|
147
|
|
|
68
|
|
|
(22
|
)
|
|
1,541
|
|
|||||||
Asia Pacific
|
47
|
|
|
789
|
|
|
393
|
|
|
135
|
|
|
121
|
|
|
(4
|
)
|
|
1,481
|
|
|||||||
Latin America
|
4
|
|
|
49
|
|
|
125
|
|
|
379
|
|
|
35
|
|
|
—
|
|
|
592
|
|
|||||||
Total revenues
|
$
|
5,525
|
|
|
$
|
6,169
|
|
|
$
|
2,134
|
|
|
$
|
955
|
|
|
$
|
373
|
|
|
$
|
(234
|
)
|
|
$
|
14,922
|
|
|
Six months ended March 30, 2019
|
||||||||||||||||||||||||||
|
Media
Networks
|
|
Parks, Experiences and Products
|
|
Studio
Entertainment
|
|
Direct-to-Consumer & International
|
|
21CF
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
United States and Canada
|
$
|
10,995
|
|
|
$
|
9,841
|
|
|
$
|
2,104
|
|
|
$
|
519
|
|
|
$
|
149
|
|
|
$
|
(372
|
)
|
|
$
|
23,236
|
|
Europe
|
309
|
|
|
1,486
|
|
|
963
|
|
|
336
|
|
|
68
|
|
|
(37
|
)
|
|
3,125
|
|
|||||||
Asia Pacific
|
110
|
|
|
1,550
|
|
|
679
|
|
|
269
|
|
|
121
|
|
|
(9
|
)
|
|
2,720
|
|
|||||||
Latin America
|
32
|
|
|
116
|
|
|
212
|
|
|
749
|
|
|
35
|
|
|
—
|
|
|
1,144
|
|
|||||||
Total revenues
|
$
|
11,446
|
|
|
$
|
12,993
|
|
|
$
|
3,958
|
|
|
$
|
1,873
|
|
|
$
|
373
|
|
|
$
|
(418
|
)
|
|
$
|
30,225
|
|
|
March 30,
2019 |
|
September 30,
2018 |
||||
Contract assets
|
$
|
110
|
|
|
$
|
89
|
|
Accounts Receivable
|
|
|
|
||||
Current
|
13,565
|
|
|
8,553
|
|
||
Non-current
|
2,318
|
|
|
1,640
|
|
||
Allowance for doubtful accounts
|
(263
|
)
|
|
(226
|
)
|
||
Deferred revenues
|
|
|
|
||||
Current
|
3,950
|
|
|
2,926
|
|
||
Non-current
|
572
|
|
|
609
|
|
4.
|
Acquisitions
|
|
Estimated Fair Value
|
||
Cash and cash equivalents
|
$
|
25,666
|
|
Receivables
|
4,746
|
|
|
Film and television costs
|
20,120
|
|
|
Investments
|
1,471
|
|
|
Intangible assets
|
20,385
|
|
|
Net assets held for sale
|
11,704
|
|
|
Accounts payables and other liabilities
|
(10,753
|
)
|
|
Borrowings
|
(21,723
|
)
|
|
Deferred income taxes
|
(6,497
|
)
|
|
Other net liabilities acquired
|
(3,865
|
)
|
|
Noncontrolling interests
|
(10,638
|
)
|
|
Goodwill
|
43,751
|
|
|
Fair value of net assets acquired
|
74,367
|
|
|
Less: Disney’s previously held 30% interest in Hulu
|
(4,860
|
)
|
|
Total purchase price
|
$
|
69,507
|
|
|
Six Months Ended
|
||||||
|
March 30,
2019 |
|
March 31,
2018 |
||||
Revenues
|
$
|
38,764
|
|
|
$
|
38,651
|
|
Net income
|
4,000
|
|
|
9,472
|
|
||
Net income attributable to Disney
|
4,119
|
|
|
9,609
|
|
||
Earnings per share attributable to Disney:
|
|
|
|
||||
Diluted
|
$
|
2.28
|
|
|
$
|
5.27
|
|
Basic
|
2.29
|
|
|
5.30
|
|
|
March 30, 2019
|
||
Cash
|
$
|
100
|
|
Receivables and other current assets
|
855
|
|
|
Television costs and advances
|
511
|
|
|
Total current assets classified as held for sale
|
1,466
|
|
|
Film and television costs
|
1,730
|
|
|
Property and equipment and other assets
|
67
|
|
|
Intangible assets, net
|
7,569
|
|
|
Goodwill
|
3,816
|
|
|
Total assets classified as held for sale
|
$
|
14,648
|
|
|
|
||
Accounts payable and other accrued liabilities
|
$
|
371
|
|
Current portion of borrowings
|
33
|
|
|
Deferred revenue and other
|
30
|
|
|
Total current liabilities classified as held for sale
|
434
|
|
|
Borrowings
|
1,036
|
|
|
Other long-term liabilities
|
138
|
|
|
Redeemable noncontrolling interests
|
1,485
|
|
|
Total liabilities classified as held for sale
|
$
|
3,093
|
|
|
Media
Networks
|
|
Parks and
Resorts
|
Studio
Entertainment
|
Consumer
Products & Interactive Media
|
|
Parks, Experiences and Products
|
Direct-to-Consumer & International
|
Unallocated
|
|
Total
|
||||||||||||||||||||
Balance at Sept. 29, 2018
|
$
|
19,388
|
|
|
$
|
291
|
|
|
$
|
7,164
|
|
|
$
|
4,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,269
|
|
Segment recast (1)
|
(3,399
|
)
|
|
(291
|
)
|
|
(70
|
)
|
|
(4,426
|
)
|
|
4,487
|
|
|
3,699
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisitions (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,751
|
|
|
43,751
|
|
||||||||
Other, net
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
37
|
|
||||||||
Balance at Mar. 30, 2019
|
$
|
15,989
|
|
|
$
|
—
|
|
|
$
|
7,108
|
|
|
$
|
—
|
|
|
$
|
4,487
|
|
|
$
|
3,722
|
|
|
$
|
43,751
|
|
|
$
|
75,057
|
|
5.
|
Other Income
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Hulu gain (see Note 4)
|
$
|
4,917
|
|
|
$
|
—
|
|
|
$
|
4,917
|
|
|
$
|
—
|
|
Insurance recoveries related to legal matters
|
46
|
|
|
38
|
|
|
46
|
|
|
38
|
|
||||
Gain on the sale of property rights and other
|
—
|
|
|
3
|
|
|
—
|
|
|
56
|
|
||||
Other income
|
$
|
4,963
|
|
|
$
|
41
|
|
|
$
|
4,963
|
|
|
$
|
94
|
|
6.
|
Cash, Cash Equivalents, Restricted Cash and Borrowings
|
|
|
March 30,
2019 |
|
September 29,
2018 |
||||
Cash and cash equivalents
|
|
$
|
10,108
|
|
|
$
|
4,150
|
|
Restricted cash included in:
|
|
|
|
|
||||
Other current assets
|
|
9
|
|
|
1
|
|
||
Other assets
|
|
5
|
|
|
4
|
|
||
Cash included in current assets held for sale
|
|
100
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash in the statement of cash flows
|
|
$
|
10,222
|
|
|
$
|
4,155
|
|
|
September 29,
2018 |
|
Borrowings
|
|
Payments
|
|
Borrowings Assumed in Acquisition of 21CF
|
|
Other
Activity
|
|
March 30,
2019 |
||||||||||||
Commercial paper with original maturities less than three months(1)
|
$
|
50
|
|
|
$
|
440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
498
|
|
Commercial paper with original maturities greater than three months
|
955
|
|
|
992
|
|
|
(1,056
|
)
|
|
—
|
|
|
7
|
|
|
898
|
|
||||||
U.S. and European notes
|
17,942
|
|
|
—
|
|
|
(1,250
|
)
|
|
21,174
|
|
|
(33
|
)
|
|
37,833
|
|
||||||
Credit facilities to acquire 21CF
|
—
|
|
|
31,100
|
|
|
(16,100
|
)
|
|
—
|
|
|
—
|
|
|
15,000
|
|
||||||
Asia Theme Parks borrowings
|
1,145
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
54
|
|
|
1,151
|
|
||||||
Foreign currency denominated debt and other(2)
|
782
|
|
|
45
|
|
|
—
|
|
|
549
|
|
|
205
|
|
|
1,581
|
|
||||||
|
20,874
|
|
|
32,577
|
|
|
(18,454
|
)
|
|
21,723
|
|
|
241
|
|
|
56,961
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
1,069
|
|
|
—
|
|
|
1,069
|
|
||||||
|
$
|
20,874
|
|
|
$
|
32,577
|
|
|
$
|
(18,454
|
)
|
|
$
|
22,792
|
|
|
$
|
241
|
|
|
$
|
58,030
|
|
(1)
|
Borrowings and reductions of borrowings are reported net.
|
(2)
|
The other activity is due to market value adjustments for debt with qualifying hedges, partially offset by the impact of changes in foreign currency exchange rates.
|
|
Committed
Capacity
|
|
Capacity
Used
|
|
Unused
Capacity
|
||||||
Facility expiring March 2020
|
$
|
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
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Interest expense
|
$
|
(198
|
)
|
|
$
|
(172
|
)
|
|
$
|
(361
|
)
|
|
$
|
(318
|
)
|
Interest and investment income
|
30
|
|
|
29
|
|
|
105
|
|
|
46
|
|
||||
Net periodic pension and postretirement benefit costs (other than service costs)
|
25
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Interest expense, net
|
$
|
(143
|
)
|
|
$
|
(143
|
)
|
|
$
|
(206
|
)
|
|
$
|
(272
|
)
|
7.
|
International Theme Parks
|
|
March 30, 2019
|
|
September 29, 2018
|
||||
Cash and cash equivalents
|
$
|
736
|
|
|
$
|
834
|
|
Other current assets
|
356
|
|
|
400
|
|
||
Total current assets
|
1,092
|
|
|
1,234
|
|
||
Parks, resorts and other property
|
8,950
|
|
|
8,973
|
|
||
Other assets
|
106
|
|
|
103
|
|
||
Total assets (1)
|
$
|
10,148
|
|
|
$
|
10,310
|
|
|
|
|
|
||||
Current liabilities
|
$
|
667
|
|
|
$
|
921
|
|
Long-term borrowings
|
1,151
|
|
|
1,106
|
|
||
Other long-term liabilities
|
364
|
|
|
382
|
|
||
Total liabilities (1)
|
$
|
2,182
|
|
|
$
|
2,409
|
|
(1)
|
Total assets of the Asia Theme Parks were $8 billion at both March 30, 2019 and September 29, 2018 including parks, resorts and other property of $7 billion. Total liabilities of the Asia Theme Parks were $2 billion at both March 30, 2019 and September 29, 2018.
|
|
March 30, 2019
|
||
Revenues
|
$
|
1,749
|
|
Costs and expenses
|
(1,762
|
)
|
|
Equity in the loss of investees
|
(12
|
)
|
8.
|
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 was 24.5%. The Company’s statutory federal tax rate is 21.0% for fiscal 2019 (and 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 are realized (either 24.5% if in 2018 or 21.0% thereafter) (Deferred Remeasurement). The Company recognized a benefit of approximately $2.2 billion from the Deferred Remeasurement, the majority of which was recognized in the first quarter of fiscal 2018.
|
•
|
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
|
•
|
The Company is 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 placed in service by the end of fiscal 2022. The immediate deduction phases out for assets placed in service in fiscal 2023 through fiscal 2027.
|
•
|
Beginning in fiscal 2019:
|
◦
|
The domestic production activity deduction is eliminated.
|
◦
|
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%.
|
◦
|
Certain foreign earnings will be taxed at a minimum effective rate of approximately 13%, which increases to approximately 16% in 2025. The Company’s policy is to expense the tax on these earnings in the period the earnings are taxable in the U.S.
|
9.
|
Pension and Other Benefit Programs
|
|
Pension Plans
|
|
Postretirement Medical Plans
|
||||||||||||||||||||||||||||
|
Quarter Ended
|
|
Six Months Ended
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
||||||||||||||||
Service costs
|
$
|
83
|
|
|
$
|
87
|
|
|
$
|
166
|
|
|
$
|
175
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Other costs (benefits):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest costs
|
144
|
|
|
122
|
|
|
289
|
|
|
245
|
|
|
17
|
|
|
15
|
|
|
33
|
|
|
30
|
|
||||||||
Expected return on plan assets
|
(240
|
)
|
|
(227
|
)
|
|
(479
|
)
|
|
(452
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|
(28
|
)
|
|
(26
|
)
|
||||||||
Amortization of prior-year service costs
|
4
|
|
|
5
|
|
|
7
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recognized net actuarial loss
|
67
|
|
|
88
|
|
|
131
|
|
|
175
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
7
|
|
||||||||
Total other costs (benefits)
|
(25
|
)
|
|
(12
|
)
|
|
(52
|
)
|
|
(24
|
)
|
|
3
|
|
|
6
|
|
|
5
|
|
|
11
|
|
||||||||
Net periodic benefit cost
|
$
|
58
|
|
|
$
|
75
|
|
|
$
|
114
|
|
|
$
|
151
|
|
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
16
|
|
10.
|
Earnings Per Share
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||
Shares (in millions):
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent shares outstanding (basic)
|
1,530
|
|
|
1,503
|
|
|
1,510
|
|
|
1,507
|
|
Weighted average dilutive impact of Awards
|
7
|
|
|
7
|
|
|
7
|
|
|
8
|
|
Weighted average number of common and common equivalent shares outstanding (diluted)
|
1,537
|
|
|
1,510
|
|
|
1,517
|
|
|
1,515
|
|
Awards excluded from diluted earnings per share
|
14
|
|
|
12
|
|
|
13
|
|
|
13
|
|
11.
|
Equity
|
Per Share
|
|
Total Paid
|
|
Payment Timing
|
|
Related to Fiscal Period
|
$0.88
|
$1.3 billion
|
Second quarter of Fiscal 2019
|
Second Half of 2018
|
|||
$0.84
|
$1.2 billion
|
Fourth Quarter of Fiscal 2018
|
First Half of 2018
|
|||
$0.84
|
$1.3 billion
|
Second Quarter of Fiscal 2018
|
Second Half of 2017
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
AOCI, before tax
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
Second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 29, 2018
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
(4,254
|
)
|
|
$
|
(743
|
)
|
|
$
|
(4,831
|
)
|
Quarter Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrealized gains (losses) arising during the period
|
(5
|
)
|
|
(82
|
)
|
|
19
|
|
|
15
|
|
|
(53
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
(22
|
)
|
|
72
|
|
|
—
|
|
|
50
|
|
|||||
Balance at March 30, 2019
|
$
|
(5
|
)
|
|
$
|
62
|
|
|
$
|
(4,163
|
)
|
|
$
|
(728
|
)
|
|
$
|
(4,834
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 30, 2017
|
$
|
14
|
|
|
$
|
(69
|
)
|
|
$
|
(4,810
|
)
|
|
$
|
(461
|
)
|
|
$
|
(5,326
|
)
|
Quarter Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
10
|
|
|
(165
|
)
|
|
24
|
|
|
103
|
|
|
(28
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
37
|
|
|
96
|
|
|
—
|
|
|
133
|
|
|||||
Balance at March 31, 2018
|
$
|
24
|
|
|
$
|
(197
|
)
|
|
$
|
(4,690
|
)
|
|
$
|
(358
|
)
|
|
$
|
(5,221
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 29, 2018
|
$
|
24
|
|
|
$
|
177
|
|
|
$
|
(4,323
|
)
|
|
$
|
(727
|
)
|
|
$
|
(4,849
|
)
|
Six Months Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
(5
|
)
|
|
(55
|
)
|
|
19
|
|
|
(1
|
)
|
|
(42
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
(61
|
)
|
|
141
|
|
|
—
|
|
|
80
|
|
|||||
Reclassifications to retained earnings
|
(24
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Balance at March 30, 2019
|
$
|
(5
|
)
|
|
$
|
62
|
|
|
$
|
(4,163
|
)
|
|
$
|
(728
|
)
|
|
$
|
(4,834
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2017
|
$
|
15
|
|
|
$
|
(108
|
)
|
|
$
|
(4,906
|
)
|
|
$
|
(523
|
)
|
|
$
|
(5,522
|
)
|
Six Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
9
|
|
|
(146
|
)
|
|
24
|
|
|
165
|
|
|
52
|
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
57
|
|
|
192
|
|
|
—
|
|
|
249
|
|
|||||
Balance at March 31, 2018
|
$
|
24
|
|
|
$
|
(197
|
)
|
|
$
|
(4,690
|
)
|
|
$
|
(358
|
)
|
|
$
|
(5,221
|
)
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
Tax on AOCI
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
Second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 29, 2018
|
$
|
—
|
|
|
$
|
(38
|
)
|
|
$
|
1,007
|
|
|
$
|
80
|
|
|
$
|
1,049
|
|
Quarter Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrealized gains (losses) arising during the period
|
1
|
|
|
19
|
|
|
(6
|
)
|
|
(3
|
)
|
|
11
|
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
5
|
|
|
(17
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Balance at March 30, 2019
|
$
|
1
|
|
|
$
|
(14
|
)
|
|
$
|
984
|
|
|
$
|
77
|
|
|
$
|
1,048
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 30, 2017
|
$
|
(7
|
)
|
|
$
|
25
|
|
|
$
|
1,804
|
|
|
$
|
100
|
|
|
$
|
1,922
|
|
Quarter Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrealized gains (losses) arising during the period
|
(3
|
)
|
|
25
|
|
|
(3
|
)
|
|
(33
|
)
|
|
(14
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
(9
|
)
|
|
(23
|
)
|
|
—
|
|
|
(32
|
)
|
|||||
Balance at March 31, 2018
|
$
|
(10
|
)
|
|
$
|
41
|
|
|
$
|
1,778
|
|
|
$
|
67
|
|
|
$
|
1,876
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 29, 2018
|
$
|
(9
|
)
|
|
$
|
(32
|
)
|
|
$
|
1,690
|
|
|
$
|
103
|
|
|
$
|
1,752
|
|
Six Months Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
1
|
|
|
13
|
|
|
(6
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
14
|
|
|
(33
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Reclassifications to retained earnings (1)
|
9
|
|
|
(9
|
)
|
|
(667
|
)
|
|
(16
|
)
|
|
(683
|
)
|
|||||
Balance at March 30, 2019
|
$
|
1
|
|
|
$
|
(14
|
)
|
|
$
|
984
|
|
|
$
|
77
|
|
|
$
|
1,048
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2017
|
$
|
(7
|
)
|
|
$
|
46
|
|
|
$
|
1,839
|
|
|
$
|
116
|
|
|
$
|
1,994
|
|
Six Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
(3
|
)
|
|
12
|
|
|
(3
|
)
|
|
(49
|
)
|
|
(43
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
(17
|
)
|
|
(58
|
)
|
|
—
|
|
|
(75
|
)
|
|||||
Balance at March 31, 2018
|
$
|
(10
|
)
|
|
$
|
41
|
|
|
$
|
1,778
|
|
|
$
|
67
|
|
|
$
|
1,876
|
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
AOCI, after tax
|
Investments
|
|
Cash Flow Hedges
|
|
|||||||||||||||
Second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 29, 2018
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
(3,247
|
)
|
|
$
|
(663
|
)
|
|
$
|
(3,782
|
)
|
Quarter Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
(4
|
)
|
|
(63
|
)
|
|
13
|
|
|
12
|
|
|
(42
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
(17
|
)
|
|
55
|
|
|
—
|
|
|
38
|
|
|||||
Balance at March 30, 2019
|
$
|
(4
|
)
|
|
$
|
48
|
|
|
$
|
(3,179
|
)
|
|
$
|
(651
|
)
|
|
$
|
(3,786
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 30, 2017
|
$
|
7
|
|
|
$
|
(44
|
)
|
|
$
|
(3,006
|
)
|
|
$
|
(361
|
)
|
|
$
|
(3,404
|
)
|
Quarter Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
7
|
|
|
(140
|
)
|
|
21
|
|
|
70
|
|
|
(42
|
)
|
|||||
Reclassifications of realized net (gains) losses to net income
|
—
|
|
|
28
|
|
|
73
|
|
|
—
|
|
|
101
|
|
|||||
Balance at March 31, 2018
|
$
|
14
|
|
|
$
|
(156
|
)
|
|
$
|
(2,912
|
)
|
|
$
|
(291
|
)
|
|
$
|
(3,345
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2019
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 29, 2018
|
$
|
15
|
|
|
$
|
145
|
|
|
$
|
(2,633
|
)
|
|
$
|
(624
|
)
|
|
$
|
(3,097
|
)
|
Six Months Ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
(4
|
)
|
|
(42
|
)
|
|
13
|
|
|
(11
|
)
|
|
(44
|
)
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
(47
|
)
|
|
108
|
|
|
—
|
|
|
61
|
|
|||||
Reclassifications to retained earnings (1)
|
(15
|
)
|
|
(8
|
)
|
|
(667
|
)
|
|
(16
|
)
|
|
(706
|
)
|
|||||
Balance at March 30, 2019
|
$
|
(4
|
)
|
|
$
|
48
|
|
|
$
|
(3,179
|
)
|
|
$
|
(651
|
)
|
|
$
|
(3,786
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First and second quarter of fiscal 2018
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2017
|
$
|
8
|
|
|
$
|
(62
|
)
|
|
$
|
(3,067
|
)
|
|
$
|
(407
|
)
|
|
$
|
(3,528
|
)
|
Six Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising during the period
|
6
|
|
|
(134
|
)
|
|
21
|
|
|
116
|
|
|
9
|
|
|||||
Reclassifications of net (gains) losses to net income
|
—
|
|
|
40
|
|
|
134
|
|
|
—
|
|
|
174
|
|
|||||
Balance at March 31, 2018
|
$
|
14
|
|
|
$
|
(156
|
)
|
|
$
|
(2,912
|
)
|
|
$
|
(291
|
)
|
|
$
|
(3,345
|
)
|
(1)
|
At the beginning of fiscal 2019, the Company adopted new FASB accounting guidance, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, and reclassified $691 million from AOCI to retained earnings.
|
Gains/(losses) in net income:
|
|
Affected line item in the
Condensed Consolidated
Statements of Income:
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||||
Cash flow hedges
|
|
Primarily revenue
|
|
$
|
22
|
|
|
$
|
(37
|
)
|
|
$
|
61
|
|
|
$
|
(57
|
)
|
Estimated tax
|
|
Income taxes
|
|
(5
|
)
|
|
9
|
|
|
(14
|
)
|
|
17
|
|
||||
|
|
|
|
17
|
|
|
(28
|
)
|
|
47
|
|
|
(40
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement
medical expense
|
|
Costs and expenses
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(192
|
)
|
||||
|
|
Interest expense, net
|
|
(72
|
)
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
||||
Estimated tax
|
|
Income taxes
|
|
17
|
|
|
23
|
|
|
33
|
|
|
58
|
|
||||
|
|
|
|
(55
|
)
|
|
(73
|
)
|
|
(108
|
)
|
|
(134
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
|
|
$
|
(38
|
)
|
|
$
|
(101
|
)
|
|
$
|
(61
|
)
|
|
$
|
(174
|
)
|
12.
|
Equity-Based Compensation
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Stock options
|
$
|
24
|
|
|
$
|
23
|
|
|
$
|
43
|
|
|
$
|
46
|
|
RSUs (1)
|
100
|
|
|
77
|
|
|
173
|
|
|
148
|
|
||||
Total equity-based compensation expense (2)
|
$
|
124
|
|
|
$
|
100
|
|
|
$
|
216
|
|
|
$
|
194
|
|
Equity-based compensation expense capitalized during the period
|
$
|
22
|
|
|
$
|
18
|
|
|
$
|
38
|
|
|
$
|
37
|
|
(1)
|
Excludes 21CF RSUs converted to Company RSUs in connection with the acquisition of 21CF (see Note 4). The Company recognized $259 million of equity based compensation in connection with the 21CF acquisition.
|
(2)
|
Equity-based compensation expense is net of capitalized equity-based compensation and excludes amortization of previously capitalized equity-based compensation costs.
|
13.
|
Commitments and Contingencies
|
14.
|
Fair Value Measurements
|
|
Fair Value Measurement at March 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Foreign exchange
|
—
|
|
|
525
|
|
|
—
|
|
|
525
|
|
||||
Other
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
||||
Foreign exchange
|
—
|
|
|
(425
|
)
|
|
—
|
|
|
(425
|
)
|
||||
Other
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Total recorded at fair value
|
$
|
20
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Fair value of borrowings
|
$
|
—
|
|
|
$
|
41,482
|
|
|
$
|
17,833
|
|
|
$
|
59,315
|
|
|
Fair Value Measurement at September 29, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
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
|
|
15.
|
Derivative Instruments
|
|
As of March 30, 2019
|
||||||||||||||
|
Current
Assets
|
|
Other Assets
|
|
Other Current Liabilities
|
|
Other Long-
Term
Liabilities
|
||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
$
|
192
|
|
|
$
|
176
|
|
|
$
|
(72
|
)
|
|
$
|
(148
|
)
|
Interest rate
|
—
|
|
|
18
|
|
|
(121
|
)
|
|
—
|
|
||||
Other
|
5
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
44
|
|
|
113
|
|
|
(129
|
)
|
|
(76
|
)
|
||||
Interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||
Gross fair value of derivatives
|
241
|
|
|
308
|
|
|
(323
|
)
|
|
(262
|
)
|
||||
Counterparty netting
|
(156
|
)
|
|
(253
|
)
|
|
229
|
|
|
180
|
|
||||
Cash collateral (received)/paid
|
(8
|
)
|
|
—
|
|
|
65
|
|
|
—
|
|
||||
Net derivative positions
|
$
|
77
|
|
|
$
|
55
|
|
|
$
|
(29
|
)
|
|
$
|
(82
|
)
|
|
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
|
)
|
|
Carrying Amount of Hedged Borrowings (1)
|
|
Fair Value Adjustments Included
in Hedged Borrowings (1)
|
||||||||||||
|
March 30, 2019
|
|
September 29, 2018
|
|
March 30, 2019
|
|
September 29, 2018
|
||||||||
Borrowings:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
1,245
|
|
|
$
|
1,585
|
|
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
Long-term
|
6,623
|
|
|
6,425
|
|
|
(66
|
)
|
|
(290
|
)
|
||||
|
$
|
7,868
|
|
|
$
|
8,010
|
|
|
$
|
(70
|
)
|
|
$
|
(304
|
)
|
(1)
|
Includes $39 million and $41 million of gains on terminated interest rate swaps as of March 30, 2019 and September 29, 2018, respectively.
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||
Gain (loss) on:
|
|
|
|
|
|
|
|
||||||||
Pay-floating swaps
|
$
|
117
|
|
|
$
|
(102
|
)
|
|
$
|
234
|
|
|
$
|
(166
|
)
|
Borrowings hedged with pay-floating swaps
|
(117
|
)
|
|
102
|
|
|
(234
|
)
|
|
166
|
|
||||
Benefit (expense) associated with interest accruals on pay-floating swaps
|
(18
|
)
|
|
—
|
|
|
(32
|
)
|
|
7
|
|
Quarter Ended:
|
|
||
Gain/(loss) recognized in Other Comprehensive Income
|
$
|
(91
|
)
|
Gain/(loss) reclassified from AOCI into the Statement of Income (1)
|
20
|
|
|
|
|
||
Six Months Ended:
|
|
||
Gain/(loss) recognized in Other Comprehensive Income
|
(41
|
)
|
|
Gain/(loss) reclassified from AOCI into the Statement of Income (1)
|
57
|
|
(1)
|
Primarily recorded in revenue.
|
|
Costs and Expenses
|
|
Interest expense, net
|
|
Income Tax expense
|
||||||||||||||||||
Quarter Ended:
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||||||
Net gain (loss) on foreign currency denominated assets and liabilities
|
$
|
1
|
|
|
$
|
64
|
|
|
$
|
(12
|
)
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Net gain (loss) on foreign exchange risk management contracts not designated as hedges
|
(4
|
)
|
|
(77
|
)
|
|
11
|
|
|
(27
|
)
|
|
(4
|
)
|
|
17
|
|
||||||
Net gain (loss)
|
$
|
(3
|
)
|
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gains (losses) on foreign currency denominated assets and liabilities
|
$
|
(26
|
)
|
|
$
|
81
|
|
|
$
|
28
|
|
|
$
|
27
|
|
|
$
|
15
|
|
|
$
|
(12
|
)
|
Net gains (losses) on foreign exchange risk management contracts not designated as hedges
|
20
|
|
|
(91
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(22
|
)
|
|
16
|
|
||||||
Net gains (losses)
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
16.
|
Restructuring Charges
|
|
Beginning
Balance
|
|
Additions
|
|
Payments
|
|
Other
|
|
Ending
Balance
|
||||||||||
Quarter ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring reserves
|
$
|
39
|
|
|
$
|
403
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
423
|
|
17.
|
Condensed Consolidating Financial Information
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,896
|
|
|
$
|
26
|
|
|
$
|
14,922
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
—
|
|
|
—
|
|
|
(8,376
|
)
|
|
—
|
|
|
(8,376
|
)
|
|||||
Selling, general, administrative and other
|
—
|
|
|
(218
|
)
|
|
(2,109
|
)
|
|
—
|
|
|
(2,327
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
(1
|
)
|
|
(827
|
)
|
|
—
|
|
|
(828
|
)
|
|||||
Total costs and expenses
|
—
|
|
|
(219
|
)
|
|
(11,312
|
)
|
|
—
|
|
|
(11,531
|
)
|
|||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(662
|
)
|
|
—
|
|
|
(662
|
)
|
|||||
Allocations to non-guarantor subsidiaries
|
—
|
|
|
203
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
19
|
|
|
4,970
|
|
|
(26
|
)
|
|
4,963
|
|
|||||
Interest expense, net
|
(109
|
)
|
|
(112
|
)
|
|
78
|
|
|
—
|
|
|
(143
|
)
|
|||||
Equity in the income (loss) of investees, net
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|||||
Income from continuing operations before income taxes
|
(109
|
)
|
|
(109
|
)
|
|
7,455
|
|
|
—
|
|
|
7,237
|
|
|||||
Income taxes from continuing operations
|
25
|
|
|
25
|
|
|
(1,697
|
)
|
|
—
|
|
|
(1,647
|
)
|
|||||
Earnings from subsidiary entities
|
317
|
|
|
5,982
|
|
|
—
|
|
|
(6,299
|
)
|
|
—
|
|
|||||
Net income from continuing operations
|
233
|
|
|
5,898
|
|
|
5,758
|
|
|
(6,299
|
)
|
|
5,590
|
|
|||||
Income (loss) from discontinued operations
|
21
|
|
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
21
|
|
|||||
Consolidated net income
|
254
|
|
|
5,898
|
|
|
5,779
|
|
|
(6,320
|
)
|
|
5,611
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
(159
|
)
|
|||||
Net income excluding noncontrolling interests
|
$
|
254
|
|
|
$
|
5,898
|
|
|
$
|
5,620
|
|
|
$
|
(6,320
|
)
|
|
$
|
5,452
|
|
Comprehensive income excluding noncontrolling interests
|
$
|
254
|
|
|
$
|
5,895
|
|
|
$
|
5,634
|
|
|
$
|
(6,335
|
)
|
|
$
|
5,448
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,586
|
|
|
$
|
(38
|
)
|
|
$
|
14,548
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
—
|
|
|
—
|
|
|
(7,541
|
)
|
|
—
|
|
|
(7,541
|
)
|
|||||
Selling, general, administrative and other
|
—
|
|
|
(158
|
)
|
|
(2,081
|
)
|
|
—
|
|
|
(2,239
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
|||||
Total costs and expenses
|
—
|
|
|
(158
|
)
|
|
(10,353
|
)
|
|
—
|
|
|
(10,511
|
)
|
|||||
Restructuring and impairment charges
|
—
|
|
|
1
|
|
|
(14
|
)
|
|
—
|
|
|
(13
|
)
|
|||||
Allocations to non-guarantor subsidiaries
|
—
|
|
|
147
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
(108
|
)
|
|
111
|
|
|
38
|
|
|
41
|
|
|||||
Interest expense, net
|
—
|
|
|
(173
|
)
|
|
30
|
|
|
—
|
|
|
(143
|
)
|
|||||
Equity in the income (loss) of investees, net
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Income before taxes
|
—
|
|
|
(291
|
)
|
|
4,219
|
|
|
—
|
|
|
3,928
|
|
|||||
Income taxes
|
—
|
|
|
70
|
|
|
(883
|
)
|
|
—
|
|
|
(813
|
)
|
|||||
Earnings from subsidiary entities
|
—
|
|
|
3,158
|
|
|
—
|
|
|
(3,158
|
)
|
|
—
|
|
|||||
Consolidated net income
|
—
|
|
|
2,937
|
|
|
3,336
|
|
|
(3,158
|
)
|
|
3,115
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
(178
|
)
|
|||||
Net income excluding noncontrolling interests
|
$
|
—
|
|
|
$
|
2,937
|
|
|
$
|
3,158
|
|
|
$
|
(3,158
|
)
|
|
$
|
2,937
|
|
Comprehensive income excluding noncontrolling interests
|
$
|
—
|
|
|
$
|
2,996
|
|
|
$
|
3,250
|
|
|
$
|
(3,250
|
)
|
|
$
|
2,996
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,144
|
|
|
$
|
81
|
|
|
$
|
30,225
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
—
|
|
|
—
|
|
|
(17,377
|
)
|
|
—
|
|
|
(17,377
|
)
|
|||||
Selling, general, administrative and other
|
—
|
|
|
(359
|
)
|
|
(4,120
|
)
|
|
—
|
|
|
(4,479
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
(1
|
)
|
|
(1,559
|
)
|
|
—
|
|
|
(1,560
|
)
|
|||||
Total costs and expenses
|
—
|
|
|
(360
|
)
|
|
(23,056
|
)
|
|
—
|
|
|
(23,416
|
)
|
|||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(662
|
)
|
|
—
|
|
|
(662
|
)
|
|||||
Allocations to non-guarantor subsidiaries
|
—
|
|
|
330
|
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
95
|
|
|
4,949
|
|
|
(81
|
)
|
|
4,963
|
|
|||||
Interest expense, net
|
(175
|
)
|
|
(236
|
)
|
|
205
|
|
|
—
|
|
|
(206
|
)
|
|||||
Equity in the income (loss) of investees, net
|
—
|
|
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
(236
|
)
|
|||||
Income from continuing operations before income taxes
|
(175
|
)
|
|
(171
|
)
|
|
11,014
|
|
|
—
|
|
|
10,668
|
|
|||||
Income taxes from continuing operations
|
38
|
|
|
37
|
|
|
(2,367
|
)
|
|
—
|
|
|
(2,292
|
)
|
|||||
Earnings from subsidiary entities
|
317
|
|
|
8,886
|
|
|
—
|
|
|
(9,203
|
)
|
|
—
|
|
|||||
Net income from continuing operations
|
180
|
|
|
8,752
|
|
|
8,647
|
|
|
(9,203
|
)
|
|
8,376
|
|
|||||
Income (loss) from discontinued operations
|
21
|
|
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
21
|
|
|||||
Consolidated net income
|
201
|
|
|
8,752
|
|
|
8,668
|
|
|
(9,224
|
)
|
|
8,397
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|||||
Net income excluding noncontrolling interests
|
$
|
201
|
|
|
$
|
8,752
|
|
|
$
|
8,511
|
|
|
$
|
(9,224
|
)
|
|
$
|
8,240
|
|
Comprehensive income excluding noncontrolling interests
|
$
|
200
|
|
|
$
|
8,770
|
|
|
$
|
8,486
|
|
|
$
|
(9,199
|
)
|
|
$
|
8,257
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,953
|
|
|
$
|
(54
|
)
|
|
$
|
29,899
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
—
|
|
|
—
|
|
|
(16,270
|
)
|
|
—
|
|
|
(16,270
|
)
|
|||||
Selling, general, administrative and other
|
—
|
|
|
(285
|
)
|
|
(4,041
|
)
|
|
—
|
|
|
(4,326
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(1,473
|
)
|
|
—
|
|
|
(1,473
|
)
|
|||||
Total costs and expenses
|
—
|
|
|
(285
|
)
|
|
(21,784
|
)
|
|
—
|
|
|
(22,069
|
)
|
|||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Allocations to non-guarantor subsidiaries
|
—
|
|
|
266
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income, net
|
—
|
|
|
(127
|
)
|
|
167
|
|
|
54
|
|
|
94
|
|
|||||
Interest expense, net
|
—
|
|
|
(314
|
)
|
|
42
|
|
|
—
|
|
|
(272
|
)
|
|||||
Equity in the income (loss) of investees, net
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Income before taxes
|
—
|
|
|
(460
|
)
|
|
8,133
|
|
|
—
|
|
|
7,673
|
|
|||||
Income taxes
|
—
|
|
|
35
|
|
|
(120
|
)
|
|
—
|
|
|
(85
|
)
|
|||||
Earnings from subsidiary entities
|
—
|
|
|
7,785
|
|
|
—
|
|
|
(7,785
|
)
|
|
—
|
|
|||||
Consolidated net income
|
—
|
|
|
7,360
|
|
|
8,013
|
|
|
(7,785
|
)
|
|
7,588
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
(228
|
)
|
|||||
Net income excluding noncontrolling interests
|
$
|
—
|
|
|
$
|
7,360
|
|
|
$
|
7,785
|
|
|
$
|
(7,785
|
)
|
|
$
|
7,360
|
|
Comprehensive income excluding noncontrolling interests
|
$
|
—
|
|
|
$
|
7,543
|
|
|
$
|
7,929
|
|
|
$
|
(7,929
|
)
|
|
$
|
7,543
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,133
|
|
|
$
|
3
|
|
|
$
|
5,972
|
|
|
$
|
—
|
|
|
$
|
10,108
|
|
Receivables, net
|
231
|
|
|
—
|
|
|
14,362
|
|
|
—
|
|
|
14,593
|
|
|||||
Inventories
|
—
|
|
|
4
|
|
|
1,441
|
|
|
—
|
|
|
1,445
|
|
|||||
Television costs and advances
|
—
|
|
|
—
|
|
|
5,408
|
|
|
—
|
|
|
5,408
|
|
|||||
Other current assets
|
—
|
|
|
96
|
|
|
1,161
|
|
|
—
|
|
|
1,257
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
1,466
|
|
|
—
|
|
|
1,466
|
|
|||||
Total current assets
|
4,364
|
|
|
103
|
|
|
29,810
|
|
|
—
|
|
|
34,277
|
|
|||||
Film and television costs
|
—
|
|
|
—
|
|
|
24,353
|
|
|
—
|
|
|
24,353
|
|
|||||
Investments in subsidiaries
|
125,651
|
|
|
158,701
|
|
|
—
|
|
|
(284,352
|
)
|
|
—
|
|
|||||
Other investments
|
—
|
|
|
—
|
|
|
4,080
|
|
|
—
|
|
|
4,080
|
|
|||||
Parks, resorts and other property, net
|
—
|
|
|
11
|
|
|
31,006
|
|
|
—
|
|
|
31,017
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
26,985
|
|
|
—
|
|
|
26,985
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
75,057
|
|
|
—
|
|
|
75,057
|
|
|||||
Noncurrent assets held for sale
|
—
|
|
|
—
|
|
|
13,182
|
|
|
—
|
|
|
13,182
|
|
|||||
Intercompany receivables
|
4,226
|
|
|
—
|
|
|
139,527
|
|
|
(143,753
|
)
|
|
—
|
|
|||||
Other assets
|
110
|
|
|
736
|
|
|
5,176
|
|
|
(631
|
)
|
|
5,391
|
|
|||||
Total assets
|
$
|
134,351
|
|
|
$
|
159,551
|
|
|
$
|
349,176
|
|
|
$
|
(428,736
|
)
|
|
$
|
214,342
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other accrued liabilities
|
$
|
169
|
|
|
$
|
292
|
|
|
$
|
20,042
|
|
|
$
|
—
|
|
|
$
|
20,503
|
|
Current portion of borrowings
|
16,396
|
|
|
2,506
|
|
|
256
|
|
|
—
|
|
|
19,158
|
|
|||||
Deferred revenues and other
|
—
|
|
|
26
|
|
|
4,255
|
|
|
—
|
|
|
4,281
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
434
|
|
|
—
|
|
|
434
|
|
|||||
Total current liabilities
|
16,565
|
|
|
2,824
|
|
|
24,987
|
|
|
—
|
|
|
44,376
|
|
|||||
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings
|
$
|
20,353
|
|
|
$
|
14,880
|
|
|
$
|
2,570
|
|
|
$
|
—
|
|
|
$
|
37,803
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
11,839
|
|
|
(631
|
)
|
|
11,208
|
|
|||||
Noncurrent liabilities held for sale
|
—
|
|
|
—
|
|
|
2,659
|
|
|
—
|
|
|
2,659
|
|
|||||
Other long-term liabilities
|
751
|
|
|
2,863
|
|
|
9,240
|
|
|
—
|
|
|
12,854
|
|
|||||
Intercompany payables
|
6,744
|
|
|
132,342
|
|
|
4,667
|
|
|
(143,753
|
)
|
|
—
|
|
|||||
Total non-current liabilities
|
27,848
|
|
|
150,085
|
|
|
30,975
|
|
|
(144,384
|
)
|
|
64,524
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
1,103
|
|
|
—
|
|
|
1,103
|
|
|||||
Total Disney Shareholders’ equity
|
89,938
|
|
|
6,642
|
|
|
277,710
|
|
|
(284,352
|
)
|
|
89,938
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
14,401
|
|
|
—
|
|
|
14,401
|
|
|||||
Total equity
|
89,938
|
|
|
6,642
|
|
|
292,111
|
|
|
(284,352
|
)
|
|
104,339
|
|
|||||
Total liabilities and equity
|
$
|
134,351
|
|
|
$
|
159,551
|
|
|
$
|
349,176
|
|
|
$
|
(428,736
|
)
|
|
$
|
214,342
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,367
|
|
|
$
|
2,783
|
|
|
$
|
—
|
|
|
$
|
4,150
|
|
Receivables, net
|
—
|
|
|
155
|
|
|
9,179
|
|
|
—
|
|
|
9,334
|
|
|||||
Inventories
|
—
|
|
|
4
|
|
|
1,388
|
|
|
—
|
|
|
1,392
|
|
|||||
Television costs and advances
|
—
|
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
|||||
Other current assets
|
—
|
|
|
152
|
|
|
483
|
|
|
—
|
|
|
635
|
|
|||||
Total current assets
|
—
|
|
|
1,678
|
|
|
15,147
|
|
|
—
|
|
|
16,825
|
|
|||||
Film and television costs
|
—
|
|
|
—
|
|
|
7,888
|
|
|
—
|
|
|
7,888
|
|
|||||
Investments in subsidiaries
|
—
|
|
|
149,586
|
|
|
—
|
|
|
(149,586
|
)
|
|
—
|
|
|||||
Other investments
|
—
|
|
|
—
|
|
|
2,899
|
|
|
—
|
|
|
2,899
|
|
|||||
Parks, resorts and other property, net
|
—
|
|
|
12
|
|
|
29,528
|
|
|
—
|
|
|
29,540
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
6,812
|
|
|
—
|
|
|
6,812
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
31,269
|
|
|
—
|
|
|
31,269
|
|
|||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
79,499
|
|
|
(79,499
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
911
|
|
|
3,178
|
|
|
(724
|
)
|
|
3,365
|
|
|||||
Total assets
|
$
|
—
|
|
|
$
|
152,187
|
|
|
$
|
176,220
|
|
|
$
|
(229,809
|
)
|
|
$
|
98,598
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and other accrued liabilities
|
$
|
—
|
|
|
$
|
688
|
|
|
$
|
8,791
|
|
|
$
|
—
|
|
|
$
|
9,479
|
|
Current portion of borrowings
|
—
|
|
|
3,751
|
|
|
39
|
|
|
—
|
|
|
3,790
|
|
|||||
Deferred revenues and other
|
—
|
|
|
115
|
|
|
4,476
|
|
|
—
|
|
|
4,591
|
|
|||||
Total current liabilities
|
—
|
|
|
4,554
|
|
|
13,306
|
|
|
—
|
|
|
17,860
|
|
|||||
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings
|
$
|
—
|
|
|
$
|
15,676
|
|
|
$
|
1,408
|
|
|
$
|
—
|
|
|
$
|
17,084
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
3,833
|
|
|
(724
|
)
|
|
3,109
|
|
|||||
Other long-term liabilities
|
—
|
|
|
3,685
|
|
|
2,905
|
|
|
—
|
|
|
6,590
|
|
|||||
Intercompany payables
|
—
|
|
|
79,499
|
|
|
—
|
|
|
(79,499
|
)
|
|
—
|
|
|||||
Total non-current liabilities
|
—
|
|
|
98,860
|
|
|
8,146
|
|
|
(80,223
|
)
|
|
26,783
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
1,123
|
|
|
—
|
|
|
1,123
|
|
|||||
Total Disney Shareholders’ equity
|
—
|
|
|
48,773
|
|
|
149,586
|
|
|
(149,586
|
)
|
|
48,773
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
4,059
|
|
|
—
|
|
|
4,059
|
|
|||||
Total equity
|
—
|
|
|
48,773
|
|
|
153,645
|
|
|
(149,586
|
)
|
|
52,832
|
|
|||||
Total liabilities and equity
|
$
|
—
|
|
|
$
|
152,187
|
|
|
$
|
176,220
|
|
|
$
|
(229,809
|
)
|
|
$
|
98,598
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operations
|
$
|
534
|
|
|
$
|
(763
|
)
|
|
$
|
6,403
|
|
|
$
|
(160
|
)
|
|
$
|
6,014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in parks, resorts and other property
|
—
|
|
|
—
|
|
|
(2,390
|
)
|
|
—
|
|
|
(2,390
|
)
|
|||||
Acquisitions
|
(35,702
|
)
|
|
—
|
|
|
25,801
|
|
|
—
|
|
|
(9,901
|
)
|
|||||
Intercompany investing activities, net
|
22,900
|
|
|
—
|
|
|
—
|
|
|
(22,900
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(392
|
)
|
|
—
|
|
|
(392
|
)
|
|||||
Cash used in investing activities
|
(12,802
|
)
|
|
—
|
|
|
23,019
|
|
|
(22,900
|
)
|
|
(12,683
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper, net
|
1,387
|
|
|
(1,009
|
)
|
|
(2
|
)
|
|
—
|
|
|
376
|
|
|||||
Borrowings
|
31,100
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
31,145
|
|
|||||
Reduction of borrowings
|
(16,100
|
)
|
|
(1,250
|
)
|
|
(48
|
)
|
|
—
|
|
|
(17,398
|
)
|
|||||
Dividends
|
—
|
|
|
(1,310
|
)
|
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Intercompany financing and other, net
|
14
|
|
|
3,134
|
|
|
(26,208
|
)
|
|
23,060
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(241
|
)
|
|
41
|
|
|
—
|
|
|
(200
|
)
|
|||||
Cash used in financing activities
|
16,401
|
|
|
(593
|
)
|
|
(26,172
|
)
|
|
23,060
|
|
|
12,696
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash, cash equivalents and restricted cash
|
4,133
|
|
|
(1,356
|
)
|
|
3,290
|
|
|
—
|
|
|
6,067
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
—
|
|
|
1,367
|
|
|
2,788
|
|
|
—
|
|
|
4,155
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
4,133
|
|
|
$
|
11
|
|
|
$
|
6,078
|
|
|
$
|
—
|
|
|
$
|
10,222
|
|
|
TWDC
|
|
Legacy Disney
|
|
Non-Guarantor Subsidiaries
|
|
Reclassifications & Eliminations
|
|
Total
|
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operations
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
6,282
|
|
|
$
|
(26
|
)
|
|
$
|
6,763
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in parks, resorts and other property
|
—
|
|
|
(17
|
)
|
|
(2,027
|
)
|
|
—
|
|
|
(2,044
|
)
|
|||||
Acquisitions
|
—
|
|
|
—
|
|
|
(1,581
|
)
|
|
—
|
|
|
(1,581
|
)
|
|||||
Intercompany investing activities, net
|
—
|
|
|
(1,581
|
)
|
|
—
|
|
|
1,581
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(180
|
)
|
|||||
Cash used in investing activities
|
—
|
|
|
(1,598
|
)
|
|
(3,788
|
)
|
|
1,581
|
|
|
(3,805
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper, net
|
—
|
|
|
1,372
|
|
|
—
|
|
|
—
|
|
|
1,372
|
|
|||||
Borrowings
|
—
|
|
|
997
|
|
|
51
|
|
|
—
|
|
|
1,048
|
|
|||||
Reduction of borrowings
|
—
|
|
|
(1,300
|
)
|
|
(50
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||||
Dividends
|
—
|
|
|
(1,266
|
)
|
|
(26
|
)
|
|
26
|
|
|
(1,266
|
)
|
|||||
Repurchases of common stock
|
—
|
|
|
(2,608
|
)
|
|
—
|
|
|
—
|
|
|
(2,608
|
)
|
|||||
Intercompany financing and other, net
|
—
|
|
|
4,297
|
|
|
(2,716
|
)
|
|
(1,581
|
)
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||
Other
|
—
|
|
|
(159
|
)
|
|
(10
|
)
|
|
—
|
|
|
(169
|
)
|
|||||
Cash used in financing activities
|
—
|
|
|
1,424
|
|
|
(2,751
|
)
|
|
(1,555
|
)
|
|
(2,882
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash, cash equivalents and restricted cash
|
—
|
|
|
333
|
|
|
(202
|
)
|
|
—
|
|
|
131
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of year
|
—
|
|
|
693
|
|
|
3,371
|
|
|
—
|
|
|
4,064
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
—
|
|
|
$
|
1,026
|
|
|
$
|
3,169
|
|
|
$
|
—
|
|
|
$
|
4,195
|
|
18.
|
New Accounting Pronouncements
|
•
|
Revenues from Contracts with Customers - See Note 3
|
•
|
Intra-Entity Transfers of Assets Other Than Inventory - See Note 8
|
•
|
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost - See Note 9
|
•
|
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - See Note 11
|
•
|
Recognition and Measurement of Financial Assets and Liabilities - See Note 11
|
•
|
Targeted Improvements to Accounting for Hedging Activities - The adoption of the new guidance did not have a material impact on our consolidated financial statements
|
•
|
Arrangements contain a lease
|
•
|
The Company’s lease arrangements are operating or capital leases (financing)
|
•
|
Initial direct costs should be capitalized
|
•
|
Existing land easements are leases
|
•
|
Recognizing new right-of-use assets and lease liabilities on our balance sheet for our operating leases
|
•
|
Reclassifying a deferred gain of approximately $350 million related to a prior sale-leaseback transaction to retained earnings
|
•
|
Eliminates the limitation on capitalization of production costs for episodic content, aligning the capitalization model with film content;
|
•
|
Requires production costs amortized using estimated usage to be reviewed and updated each reporting period, with any changes in estimated usage applied prospectively; and
|
•
|
Requires produced and acquired programming costs to be tested for impairment based on the lowest level of identifiable cash flows using the predominant monetization strategy for the produced content (i.e., monetized individually or in a group)
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||||
(in millions, except per share data)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse)
|
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Services
|
$
|
13,006
|
|
|
$
|
12,520
|
|
|
4
|
%
|
|
$
|
25,872
|
|
|
$
|
25,504
|
|
|
1
|
%
|
||
Products
|
1,916
|
|
|
2,028
|
|
|
(6)
|
%
|
|
4,353
|
|
|
4,395
|
|
|
(1)
|
%
|
||||||
Total revenues
|
14,922
|
|
|
14,548
|
|
|
3
|
%
|
|
30,225
|
|
|
29,899
|
|
|
1
|
%
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services (exclusive of depreciation and amortization)
|
(7,167
|
)
|
|
(6,313
|
)
|
|
(14)
|
%
|
|
(14,731
|
)
|
|
(13,637
|
)
|
|
(8)
|
%
|
||||||
Cost of products (exclusive of depreciation and amortization)
|
(1,209
|
)
|
|
(1,228
|
)
|
|
2
|
%
|
|
(2,646
|
)
|
|
(2,633
|
)
|
|
—
|
%
|
||||||
Selling, general, administrative and other
|
(2,327
|
)
|
|
(2,239
|
)
|
|
(4)
|
%
|
|
(4,479
|
)
|
|
(4,326
|
)
|
|
(4)
|
%
|
||||||
Depreciation and amortization
|
(828
|
)
|
|
(731
|
)
|
|
(13)
|
%
|
|
(1,560
|
)
|
|
(1,473
|
)
|
|
(6)
|
%
|
||||||
Total costs and expenses
|
(11,531
|
)
|
|
(10,511
|
)
|
|
(10)
|
%
|
|
(23,416
|
)
|
|
(22,069
|
)
|
|
(6)
|
%
|
||||||
Restructuring and impairment charges
|
(662
|
)
|
|
(13
|
)
|
|
>(100)
|
%
|
|
(662
|
)
|
|
(28
|
)
|
|
>(100)
|
%
|
||||||
Other income
|
4,963
|
|
|
41
|
|
|
>100
|
%
|
|
4,963
|
|
|
94
|
|
|
>100
|
%
|
||||||
Interest expense, net
|
(143
|
)
|
|
(143
|
)
|
|
—
|
%
|
|
(206
|
)
|
|
(272
|
)
|
|
24
|
%
|
||||||
Equity in the income / (loss) of investees, net
|
(312
|
)
|
|
6
|
|
|
nm
|
|
|
(236
|
)
|
|
49
|
|
|
nm
|
|
||||||
Income from continuing operations before income taxes
|
7,237
|
|
|
3,928
|
|
|
84
|
%
|
|
10,668
|
|
|
7,673
|
|
|
39
|
%
|
||||||
Income taxes from continuing operations
|
(1,647
|
)
|
|
(813
|
)
|
|
>(100)
|
%
|
|
(2,292
|
)
|
|
(85
|
)
|
|
>(100)
|
%
|
||||||
Net income from continuing operations
|
5,590
|
|
|
3,115
|
|
|
79
|
%
|
|
8,376
|
|
|
7,588
|
|
|
10
|
%
|
||||||
Income (loss) from discontinued operations (net of income taxes of $5, $0, $5 and $0, respectively)
|
21
|
|
|
—
|
|
|
nm
|
|
|
21
|
|
|
—
|
|
|
nm
|
|
||||||
Consolidated net income
|
5,611
|
|
|
3,115
|
|
|
80
|
%
|
|
8,397
|
|
|
7,588
|
|
|
11
|
%
|
||||||
Less: Net income attributable to noncontrolling interests
|
(159
|
)
|
|
(178
|
)
|
|
11
|
%
|
|
(157
|
)
|
|
(228
|
)
|
|
31
|
%
|
||||||
Net income attributable to Disney
|
$
|
5,452
|
|
|
$
|
2,937
|
|
|
86
|
%
|
|
$
|
8,240
|
|
|
$
|
7,360
|
|
|
12
|
%
|
||
Diluted earnings per share from continuing operations attributable to Disney
|
$
|
3.53
|
|
1.9450331126
|
|
$
|
1.95
|
|
|
81
|
%
|
|
$
|
5.42
|
|
4.8580858086
|
|
$
|
4.86
|
|
|
12
|
%
|
|
Quarter Ended
|
|
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
% Change
Better/(Worse)
|
|||||
Interest expense
|
$
|
(198
|
)
|
|
$
|
(172
|
)
|
|
(15)
|
%
|
Interest income, investment income and other
|
55
|
|
|
29
|
|
|
90
|
%
|
||
Interest expense, net
|
$
|
(143
|
)
|
|
$
|
(143
|
)
|
|
—
|
%
|
|
Quarter Ended
|
|
|
||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
Change
Better/(Worse)
|
||||
Effective income tax rate
|
22.8
|
%
|
|
20.7
|
%
|
|
(2.1
|
)
|
ppt
|
|
Quarter Ended
|
|
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
% Change
Better/(Worse)
|
|||||
Net income attributable to noncontrolling interests
|
$
|
(159
|
)
|
|
$
|
(178
|
)
|
|
11
|
%
|
•
|
Amortization of $105 million related to 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
(in millions, except per share data)
|
Pre-Tax Income/(Loss)
|
|
Tax Benefit/(Expense)(1)
|
|
After-Tax Income/(Loss)
|
|
EPS Favorable/(Adverse) (2)
|
||||||||
Quarter Ended March 30, 2019:
|
|
|
|
|
|
|
|
||||||||
Hulu gain
|
$
|
4,917
|
|
|
$
|
(1,131
|
)
|
|
$
|
3,786
|
|
|
$
|
2.46
|
|
Insurance recoveries related to a legal matters
|
46
|
|
|
(11
|
)
|
|
35
|
|
|
0.02
|
|
||||
Restructuring and impairment charges
|
(662
|
)
|
|
152
|
|
|
(510
|
)
|
|
(0.33
|
)
|
||||
Impairment of Vice
|
(353
|
)
|
|
81
|
|
|
(272
|
)
|
|
(0.18
|
)
|
||||
Amortization of 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
(105
|
)
|
|
24
|
|
|
(81
|
)
|
|
(0.05
|
)
|
||||
Total
|
$
|
3,843
|
|
|
$
|
(885
|
)
|
|
$
|
2,958
|
|
|
$
|
1.92
|
|
|
|
|
|
|
|
|
|
||||||||
Quarter Ended March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Net benefit from the Tax Act
|
$
|
—
|
|
|
$
|
(134
|
)
|
|
$
|
(134
|
)
|
|
$
|
0.09
|
|
Insurance recoveries related to a legal matter
|
38
|
|
|
(10
|
)
|
|
28
|
|
|
0.02
|
|
||||
Restructuring and impairment charges
|
(13
|
)
|
|
3
|
|
|
(10
|
)
|
|
(0.01
|
)
|
||||
Total
|
$
|
25
|
|
|
$
|
(141
|
)
|
|
$
|
(116
|
)
|
|
$
|
0.10
|
|
(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.
|
|
Six Months Ended
|
|
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
% Change
Better/(Worse)
|
|||||
Interest expense
|
$
|
(361
|
)
|
|
$
|
(318
|
)
|
|
(14)
|
%
|
Interest income, investment income and other
|
155
|
|
|
46
|
|
|
>100
|
%
|
||
Interest expense, net
|
$
|
(206
|
)
|
|
$
|
(272
|
)
|
|
24
|
%
|
|
Six Months Ended
|
|
|
||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
Change
Better/(Worse)
|
||||
Effective income tax rate
|
21.5
|
%
|
|
1.1
|
%
|
|
(20.4
|
)
|
ppt
|
|
Six Months Ended
|
|
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
% Change
Better/(Worse)
|
|||||
Net income attributable to noncontrolling interests
|
$
|
(157
|
)
|
|
$
|
(228
|
)
|
|
31
|
%
|
•
|
Amortization of $105 million related to 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
(in millions, except per share data)
|
Pre-Tax Income/(Loss)
|
|
Tax Benefit/(Expense)(1)
|
|
After-Tax Income/(Loss)
|
|
EPS Favorable/(Adverse) (2)
|
||||||||
Six Months Ended March 30, 2019:
|
|
|
|
|
|
|
|
||||||||
Hulu gain
|
$
|
4,917
|
|
|
$
|
(1,131
|
)
|
|
$
|
3,786
|
|
|
$
|
2.50
|
|
Insurance recoveries related to a legal matter
|
46
|
|
|
(11
|
)
|
|
35
|
|
|
0.02
|
|
||||
Net benefit from the Tax Act
|
—
|
|
|
34
|
|
|
34
|
|
|
0.02
|
|
||||
Restructuring and impairment charges
|
(662
|
)
|
|
152
|
|
|
(510
|
)
|
|
(0.33
|
)
|
||||
Impairment of Vice
|
(353
|
)
|
|
81
|
|
|
(272
|
)
|
|
(0.18
|
)
|
||||
Amortization of 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
(105
|
)
|
|
24
|
|
|
(81
|
)
|
|
(0.05
|
)
|
||||
Total
|
$
|
3,843
|
|
|
$
|
(851
|
)
|
|
$
|
2,992
|
|
|
$
|
1.98
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Net benefit from the Tax Act
|
$
|
—
|
|
|
$
|
(1,691
|
)
|
|
$
|
(1,691
|
)
|
|
$
|
1.10
|
|
Gain from sale of property rights
|
53
|
|
|
(12
|
)
|
|
41
|
|
|
0.03
|
|
||||
Insurance recoveries related to a legal matter
|
38
|
|
|
(10
|
)
|
|
28
|
|
|
0.02
|
|
||||
Restructuring and impairment charges
|
(28
|
)
|
|
6
|
|
|
(22
|
)
|
|
(0.01
|
)
|
||||
Total
|
$
|
63
|
|
|
$
|
(1,707
|
)
|
|
$
|
(1,644
|
)
|
|
$
|
1.14
|
|
(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.
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Media Networks
|
$
|
5,525
|
|
|
$
|
5,508
|
|
|
—
|
%
|
|
$
|
11,446
|
|
|
$
|
11,063
|
|
|
3
|
%
|
Parks, Experiences and Products
|
6,169
|
|
|
5,903
|
|
|
5
|
%
|
|
12,993
|
|
|
12,430
|
|
|
5
|
%
|
||||
Studio Entertainment
|
2,134
|
|
|
2,499
|
|
|
(15)
|
%
|
|
3,958
|
|
|
5,008
|
|
|
(21)
|
%
|
||||
Direct-to-Consumer & International
|
955
|
|
|
831
|
|
|
15
|
%
|
|
1,873
|
|
|
1,762
|
|
|
6
|
%
|
||||
21CF
|
373
|
|
|
—
|
|
|
nm
|
|
|
373
|
|
|
—
|
|
|
nm
|
|
||||
Eliminations
|
(234
|
)
|
|
(193
|
)
|
|
(21)
|
%
|
|
(418
|
)
|
|
(364
|
)
|
|
(15)
|
%
|
||||
|
$
|
14,922
|
|
|
$
|
14,548
|
|
|
3
|
%
|
|
$
|
30,225
|
|
|
$
|
29,899
|
|
|
1
|
%
|
Segment operating income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Media Networks
|
$
|
2,185
|
|
|
$
|
2,258
|
|
|
(3)
|
%
|
|
$
|
3,515
|
|
|
$
|
3,501
|
|
|
—
|
%
|
Parks, Experiences and Products
|
1,506
|
|
|
1,309
|
|
|
15
|
%
|
|
3,658
|
|
|
3,263
|
|
|
12
|
%
|
||||
Studio Entertainment
|
534
|
|
|
874
|
|
|
(39)
|
%
|
|
843
|
|
|
1,699
|
|
|
(50)
|
%
|
||||
Direct-to-Consumer & International
|
(393
|
)
|
|
(188
|
)
|
|
>(100)
|
%
|
|
(529
|
)
|
|
(230
|
)
|
|
>(100)
|
%
|
||||
21CF
|
25
|
|
|
—
|
|
|
nm
|
|
|
25
|
|
|
—
|
|
|
nm
|
|
||||
Eliminations
|
(41
|
)
|
|
(16
|
)
|
|
>(100)
|
%
|
|
(41
|
)
|
|
(10
|
)
|
|
>(100)
|
%
|
||||
|
$
|
3,816
|
|
|
$
|
4,237
|
|
|
(10)
|
%
|
|
$
|
7,471
|
|
|
$
|
8,223
|
|
|
(9)
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||
Income from continuing operations before income taxes
|
$
|
7,237
|
|
|
$
|
3,928
|
|
|
84
|
%
|
|
$
|
10,668
|
|
|
$
|
7,673
|
|
|
39
|
%
|
Add/(subtract):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate and unallocated shared expenses
|
279
|
|
|
194
|
|
|
(44)
|
%
|
|
440
|
|
|
344
|
|
|
(28)
|
%
|
||||
Restructuring and impairment charges
|
662
|
|
|
13
|
|
|
>(100)
|
%
|
|
662
|
|
|
28
|
|
|
>(100)
|
%
|
||||
Other income
|
(4,963
|
)
|
|
(41
|
)
|
|
>100
|
%
|
|
(4,963
|
)
|
|
(94
|
)
|
|
>100
|
%
|
||||
Interest expense, net
|
143
|
|
|
143
|
|
|
—
|
%
|
|
206
|
|
|
272
|
|
|
24
|
%
|
||||
Amortization of 21CF and Hulu intangible assets and fair value step-up on film and television costs
|
105
|
|
|
—
|
|
|
nm
|
|
|
105
|
|
|
—
|
|
|
nm
|
|
||||
Impairment of equity investment
|
353
|
|
|
—
|
|
|
nm
|
|
|
353
|
|
|
—
|
|
|
nm
|
|
||||
Segment Operating Income
|
$
|
3,816
|
|
|
$
|
4,237
|
|
|
(10)
|
%
|
|
$
|
7,471
|
|
|
$
|
8,223
|
|
|
(9)
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||
Media Networks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cable Networks
|
$
|
25
|
|
|
$
|
28
|
|
|
11
|
%
|
|
$
|
49
|
|
|
$
|
57
|
|
|
14
|
%
|
Broadcasting
|
20
|
|
|
23
|
|
|
13
|
%
|
|
40
|
|
|
46
|
|
|
13
|
%
|
||||
Total Media Networks
|
45
|
|
|
51
|
|
|
12
|
%
|
|
89
|
|
|
103
|
|
|
14
|
%
|
||||
Parks, Experiences and Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
367
|
|
|
364
|
|
|
(1)
|
%
|
|
719
|
|
|
727
|
|
|
1
|
%
|
||||
International
|
182
|
|
|
185
|
|
|
2
|
%
|
|
368
|
|
|
367
|
|
|
—
|
%
|
||||
Total Parks, Experiences and Products
|
549
|
|
|
549
|
|
|
—
|
%
|
|
1,087
|
|
|
1,094
|
|
|
1
|
%
|
||||
Studio Entertainment
|
16
|
|
|
14
|
|
|
(14)
|
%
|
|
30
|
|
|
27
|
|
|
(11)
|
%
|
||||
Direct-to-Consumer & International
|
35
|
|
|
27
|
|
|
(30)
|
%
|
|
67
|
|
|
49
|
|
|
(37)
|
%
|
||||
21CF
|
4
|
|
|
—
|
|
|
nm
|
|
|
4
|
|
|
—
|
|
|
nm
|
|
||||
Corporate
|
42
|
|
|
46
|
|
|
9
|
%
|
|
81
|
|
|
91
|
|
|
11
|
%
|
||||
Total depreciation expense
|
$
|
691
|
|
|
$
|
687
|
|
|
(1)
|
%
|
|
$
|
1,358
|
|
|
$
|
1,364
|
|
|
—
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||
Media Networks
|
$
|
—
|
|
|
$
|
—
|
|
|
nm
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
nm
|
|
Parks, Experiences and Products
|
27
|
|
|
28
|
|
|
4
|
%
|
|
54
|
|
|
55
|
|
|
2
|
%
|
||||
Studio Entertainment
|
15
|
|
|
15
|
|
|
—
|
%
|
|
31
|
|
|
32
|
|
|
3
|
%
|
||||
Direct-to-Consumer & International
|
23
|
|
|
1
|
|
|
>(100)
|
%
|
|
45
|
|
|
22
|
|
|
>(100)
|
%
|
||||
21CF and Hulu
|
72
|
|
|
—
|
|
|
nm
|
|
|
72
|
|
|
—
|
|
|
nm
|
|
||||
Total amortization of intangible assets
|
$
|
137
|
|
|
$
|
44
|
|
|
>(100)
|
%
|
|
$
|
202
|
|
|
$
|
109
|
|
|
(85)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate fees
|
$
|
3,177
|
|
|
$
|
3,043
|
|
|
4
|
%
|
Advertising
|
1,596
|
|
|
1,643
|
|
|
(3)
|
%
|
||
TV/SVOD distribution and other
|
752
|
|
|
822
|
|
|
(9)
|
%
|
||
Total revenues
|
5,525
|
|
|
5,508
|
|
|
—
|
%
|
||
Operating expenses
|
(3,012
|
)
|
|
(2,917
|
)
|
|
(3)
|
%
|
||
Selling, general, administrative and other
|
(465
|
)
|
|
(464
|
)
|
|
—
|
%
|
||
Depreciation and amortization
|
(45
|
)
|
|
(51
|
)
|
|
12
|
%
|
||
Equity in the income of investees
|
182
|
|
|
182
|
|
|
—
|
%
|
||
Operating Income
|
$
|
2,185
|
|
|
$
|
2,258
|
|
|
(3)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Supplemental revenue detail
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
3,708
|
|
|
$
|
3,653
|
|
|
2
|
%
|
Broadcasting
|
1,817
|
|
|
1,855
|
|
|
(2)
|
%
|
||
|
$
|
5,525
|
|
|
$
|
5,508
|
|
|
—
|
%
|
Supplemental operating income detail
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
1,756
|
|
|
$
|
1,728
|
|
|
2
|
%
|
Broadcasting
|
247
|
|
|
348
|
|
|
(29)
|
%
|
||
Equity in the income of investees
|
182
|
|
|
182
|
|
|
—
|
%
|
||
|
$
|
2,185
|
|
|
$
|
2,258
|
|
|
(3)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theme park admissions
|
$
|
1,768
|
|
|
$
|
1,690
|
|
|
5
|
%
|
Parks & Experiences merchandise, food and beverage
|
1,411
|
|
|
1,352
|
|
|
4
|
%
|
||
Resorts and vacations
|
1,501
|
|
|
1,461
|
|
|
3
|
%
|
||
Merchandise licensing and retail
|
992
|
|
|
980
|
|
|
1
|
%
|
||
Parks licensing and other
|
497
|
|
|
420
|
|
|
18
|
%
|
||
Total revenues
|
6,169
|
|
|
5,903
|
|
|
5
|
%
|
||
Operating expenses
|
(3,339
|
)
|
|
(3,245
|
)
|
|
(3)
|
%
|
||
Selling, general, administrative and other
|
(748
|
)
|
|
(765
|
)
|
|
2
|
%
|
||
Depreciation and amortization
|
(576
|
)
|
|
(577
|
)
|
|
—
|
%
|
||
Equity in the loss of investees
|
—
|
|
|
(7
|
)
|
|
—
|
%
|
||
Operating Income
|
$
|
1,506
|
|
|
$
|
1,309
|
|
|
15
|
%
|
|
Domestic
|
|
International (2)
|
|
Total
|
||||||||||||||||||
|
Quarter Ended
|
|
Quarter Ended
|
|
Quarter Ended
|
||||||||||||||||||
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
|
Mar. 30,
2019 |
|
Mar. 31,
2018 |
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/(decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
1
|
%
|
|
5
|
%
|
|
(3)
|
%
|
|
1
|
%
|
|
—
|
%
|
|
4
|
%
|
||||||
Per Capita Guest Spending
|
4
|
%
|
|
6
|
%
|
|
10
|
%
|
|
10
|
%
|
|
6
|
%
|
|
7
|
%
|
||||||
Hotels (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
93
|
%
|
|
90
|
%
|
|
79
|
%
|
|
84
|
%
|
|
89
|
%
|
|
88
|
%
|
||||||
Available Room Nights (in thousands)
|
2,484
|
|
|
2,509
|
|
|
787
|
|
|
787
|
|
|
3,271
|
|
|
3,296
|
|
||||||
Per Room Guest Spending
|
|
$351
|
|
|
|
$347
|
|
|
|
$287
|
|
|
|
$277
|
|
|
|
$337
|
|
|
|
$331
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate, as well as food, beverage and merchandise sales 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 2018 second quarter average foreign exchange rate.
|
|
Quarter Ended
|
|
% Change
Better /
(Worse)
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
||||||
Supplemental revenue detail
|
|
|
|
|
|
|||||
Parks & Experiences
|
|
|
|
|
|
|||||
Domestic
|
$
|
4,206
|
|
|
$
|
3,965
|
|
|
6
|
%
|
International
|
929
|
|
|
914
|
|
|
2
|
%
|
||
Consumer Products
|
1,034
|
|
|
1,024
|
|
|
1
|
%
|
||
|
$
|
6,169
|
|
|
$
|
5,903
|
|
|
5
|
%
|
Supplemental operating income detail
|
|
|
|
|
|
|||||
Parks & Experiences
|
|
|
|
|
|
|||||
Domestic
|
$
|
1,046
|
|
|
$
|
931
|
|
|
12
|
%
|
International
|
44
|
|
|
23
|
|
|
91
|
%
|
||
Consumer Products
|
416
|
|
|
355
|
|
|
17
|
%
|
||
|
$
|
1,506
|
|
|
$
|
1,309
|
|
|
15
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
745
|
|
|
$
|
956
|
|
|
(22)
|
%
|
Home entertainment
|
263
|
|
|
471
|
|
|
(44)
|
%
|
||
TV/SVOD distribution and other
|
1,126
|
|
|
1,072
|
|
|
5
|
%
|
||
Total revenues
|
2,134
|
|
|
2,499
|
|
|
(15)
|
%
|
||
Operating expenses
|
(965
|
)
|
|
(993
|
)
|
|
3
|
%
|
||
Selling, general, administrative and other
|
(604
|
)
|
|
(603
|
)
|
|
—
|
%
|
||
Depreciation and amortization
|
(31
|
)
|
|
(29
|
)
|
|
(7)
|
%
|
||
Operating Income
|
$
|
534
|
|
|
$
|
874
|
|
|
(39)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate fees
|
$
|
335
|
|
|
$
|
354
|
|
|
(5)
|
%
|
Advertising
|
357
|
|
|
301
|
|
|
19
|
%
|
||
Subscription fees and other
|
263
|
|
|
176
|
|
|
49
|
%
|
||
Total revenues
|
955
|
|
|
831
|
|
|
15
|
%
|
||
Operating expenses
|
(947
|
)
|
|
(547
|
)
|
|
(73)
|
%
|
||
Selling, general, administrative and other
|
(202
|
)
|
|
(275
|
)
|
|
27
|
%
|
||
Depreciation and amortization
|
(58
|
)
|
|
(28
|
)
|
|
>(100)
|
%
|
||
Equity in the loss of investees
|
(141
|
)
|
|
(169
|
)
|
|
17
|
%
|
||
Operating Loss
|
$
|
(393
|
)
|
|
$
|
(188
|
)
|
|
>(100)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30, 2019
|
|
March 31, 2018
|
|
Better /
(Worse)
|
|||||
Supplemental revenue detail
|
|
|
|
|
|
|||||
International Channels
|
$
|
440
|
|
|
$
|
458
|
|
|
(4)
|
%
|
Direct-to-Consumer businesses and other
|
515
|
|
|
373
|
|
|
38
|
%
|
||
|
$
|
955
|
|
|
$
|
831
|
|
|
15
|
%
|
Supplemental operating income/(loss) detail
|
|
|
|
|
|
|||||
International Channels
|
$
|
91
|
|
|
$
|
49
|
|
|
86
|
%
|
Direct-to-Consumer businesses and other
|
(343
|
)
|
|
(68
|
)
|
|
>(100)
|
%
|
||
Equity in the loss of investees
|
(141
|
)
|
|
(169
|
)
|
|
17
|
%
|
||
|
$
|
(393
|
)
|
|
$
|
(188
|
)
|
|
>(100)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Studio Entertainment:
|
|
|
|
|
|
|
||||
Content transactions with Media Networks
|
$
|
(13
|
)
|
|
$
|
(64
|
)
|
|
80
|
%
|
Content transactions with Direct-to-Consumer & International
|
(82
|
)
|
|
(8
|
)
|
|
>(100)
|
%
|
||
Media Networks:
|
|
|
|
|
|
|||||
Content transactions with Direct-to-Consumer & International
|
(139
|
)
|
|
(121
|
)
|
|
(15)
|
%
|
||
Total
|
$
|
(234
|
)
|
|
$
|
(193
|
)
|
|
(21)
|
%
|
|
|
|
|
|
|
|||||
Operating income
|
|
|
|
|
|
|
||||
Studio Entertainment:
|
|
|
|
|
|
|
||||
Content transactions with Media Networks
|
$
|
5
|
|
|
$
|
(16
|
)
|
|
nm
|
|
Content transactions with Direct-to-Consumer & International
|
(46
|
)
|
|
—
|
|
|
nm
|
|
||
Media Networks:
|
|
|
|
|
|
|||||
Content transactions with Direct-to-Consumer & International
|
—
|
|
|
—
|
|
|
nm
|
|
||
Total
|
$
|
(41
|
)
|
|
$
|
(16
|
)
|
|
>(100)
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate Fees
|
$
|
6,252
|
|
|
$
|
5,910
|
|
|
6
|
%
|
Advertising
|
3,619
|
|
|
3,606
|
|
|
—
|
%
|
||
TV/SVOD distribution and other
|
1,575
|
|
|
1,547
|
|
|
2
|
%
|
||
Total revenues
|
11,446
|
|
|
11,063
|
|
|
3
|
%
|
||
Operating expenses
|
(7,260
|
)
|
|
(6,880
|
)
|
|
(6)
|
%
|
||
Selling, general, administrative and other
|
(943
|
)
|
|
(920
|
)
|
|
(3)
|
%
|
||
Depreciation and amortization
|
(89
|
)
|
|
(103
|
)
|
|
14
|
%
|
||
Equity in the income of investees
|
361
|
|
|
341
|
|
|
6
|
%
|
||
Operating Income
|
$
|
3,515
|
|
|
$
|
3,501
|
|
|
—
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
7,694
|
|
|
$
|
7,486
|
|
|
3
|
%
|
Broadcasting
|
3,752
|
|
|
3,577
|
|
|
5
|
%
|
||
|
$
|
11,446
|
|
|
$
|
11,063
|
|
|
3
|
%
|
Segment operating income
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
2,499
|
|
|
$
|
2,521
|
|
|
(1)
|
%
|
Broadcasting
|
655
|
|
|
639
|
|
|
3
|
%
|
||
Equity in the income of investees
|
361
|
|
|
341
|
|
|
6
|
%
|
||
|
$
|
3,515
|
|
|
$
|
3,501
|
|
|
—
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theme park admissions
|
$
|
3,701
|
|
|
$
|
3,522
|
|
|
5
|
%
|
Parks & Experiences merchandise, food and beverage
|
2,976
|
|
|
2,847
|
|
|
5
|
%
|
||
Resorts and vacations
|
3,032
|
|
|
2,924
|
|
|
4
|
%
|
||
Merchandise licensing and retail
|
2,292
|
|
|
2,322
|
|
|
(1)
|
%
|
||
Parks licensing and other
|
992
|
|
|
815
|
|
|
22
|
%
|
||
Total revenues
|
12,993
|
|
|
12,430
|
|
|
5
|
%
|
||
Operating expenses
|
(6,745
|
)
|
|
(6,574
|
)
|
|
(3)
|
%
|
||
Selling, general, administrative and other
|
(1,437
|
)
|
|
(1,430
|
)
|
|
—
|
%
|
||
Depreciation and amortization
|
(1,141
|
)
|
|
(1,149
|
)
|
|
1
|
%
|
||
Equity in the loss of investees
|
(12
|
)
|
|
(14
|
)
|
|
14
|
%
|
||
Operating Income
|
$
|
3,658
|
|
|
$
|
3,263
|
|
|
12
|
%
|
|
Domestic
|
|
International (2)
|
|
Total
|
||||||||||||||||||
|
Six Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
|
March 30,
2019 |
|
March 31,
2018 |
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/(decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
1
|
%
|
|
5
|
%
|
|
(4)
|
%
|
|
6
|
%
|
|
(1)
|
%
|
|
5
|
%
|
||||||
Per Capita Guest Spending
|
6
|
%
|
|
6
|
%
|
|
9
|
%
|
|
9
|
%
|
|
7
|
%
|
|
7
|
%
|
||||||
Hotels (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
93
|
%
|
|
90
|
%
|
|
83
|
%
|
|
84
|
%
|
|
91
|
%
|
|
89
|
%
|
||||||
Available Room Nights (in thousands)
|
4,975
|
|
|
5,024
|
|
|
1,587
|
|
|
1,587
|
|
|
6,562
|
|
|
6,611
|
|
||||||
Per Room Guest Spending
|
|
$355
|
|
|
|
$345
|
|
|
|
$304
|
|
|
|
$294
|
|
|
|
$344
|
|
|
|
$334
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate, as well as food, beverage and merchandise sales 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 2018 six-month average foreign exchange rate.
|
|
Six Months Ended
|
|
% Change
Better /
(Worse)
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
||||||
Supplemental revenue detail
|
|
|
|
|
|
|||||
Parks & Experiences
|
|
|
|
|
|
|||||
Domestic
|
$
|
8,679
|
|
|
$
|
8,136
|
|
|
7
|
%
|
International
|
1,941
|
|
|
1,899
|
|
|
2
|
%
|
||
Consumer Products
|
2,373
|
|
|
2,395
|
|
|
(1
|
)%
|
||
|
$
|
12,993
|
|
|
$
|
12,430
|
|
|
5
|
%
|
Supplemental operating income detail
|
|
|
|
|
|
|||||
Parks & Experiences
|
|
|
|
|
|
|||||
Domestic
|
$
|
2,527
|
|
|
$
|
2,171
|
|
|
16
|
%
|
International
|
143
|
|
|
132
|
|
|
8
|
%
|
||
Consumer Products
|
988
|
|
|
960
|
|
|
3
|
%
|
||
|
$
|
3,658
|
|
|
$
|
3,263
|
|
|
12
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
1,118
|
|
|
$
|
2,125
|
|
|
(47)
|
%
|
Home entertainment
|
688
|
|
|
832
|
|
|
(17)
|
%
|
||
TV/SVOD distribution and other
|
2,152
|
|
|
2,051
|
|
|
5
|
%
|
||
Total revenues
|
3,958
|
|
|
5,008
|
|
|
(21)
|
%
|
||
Operating expenses
|
(1,841
|
)
|
|
(2,019
|
)
|
|
9
|
%
|
||
Selling, general, administrative and other
|
(1,213
|
)
|
|
(1,231
|
)
|
|
1
|
%
|
||
Depreciation and amortization
|
(61
|
)
|
|
(59
|
)
|
|
(3)
|
%
|
||
Operating Income
|
$
|
843
|
|
|
$
|
1,699
|
|
|
(50)
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate fees
|
$
|
658
|
|
|
$
|
692
|
|
|
(5)
|
%
|
Advertising
|
774
|
|
|
712
|
|
|
9
|
%
|
||
Subscription fees and other
|
441
|
|
|
358
|
|
|
23
|
%
|
||
Total revenues
|
1,873
|
|
|
1,762
|
|
|
6
|
%
|
||
Operating expenses
|
(1,602
|
)
|
|
(1,135
|
)
|
|
(41)
|
%
|
||
Selling, general, administrative and other
|
(456
|
)
|
|
(508
|
)
|
|
10
|
%
|
||
Depreciation and amortization
|
(112
|
)
|
|
(71
|
)
|
|
(58)
|
%
|
||
Equity in the loss of investees
|
(232
|
)
|
|
(278
|
)
|
|
17
|
%
|
||
Operating Loss
|
$
|
(529
|
)
|
|
$
|
(230
|
)
|
|
>(100)
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30, 2019
|
|
March 31, 2018
|
|
Better /
(Worse)
|
|||||
Supplemental revenue detail
|
|
|
|
|
|
|||||
International Channels
|
$
|
934
|
|
|
$
|
968
|
|
|
(4)
|
%
|
Direct-to-Consumer businesses and other
|
939
|
|
|
794
|
|
|
18
|
%
|
||
|
$
|
1,873
|
|
|
$
|
1,762
|
|
|
6
|
%
|
Supplemental operating income/(loss) detail
|
|
|
|
|
|
|||||
International Channels
|
$
|
228
|
|
|
$
|
157
|
|
|
45
|
%
|
Direct-to-Consumer businesses and other
|
(525
|
)
|
|
(109
|
)
|
|
>(100)
|
%
|
||
Equity in the loss of investees
|
(232
|
)
|
|
(278
|
)
|
|
17
|
%
|
||
|
$
|
(529
|
)
|
|
$
|
(230
|
)
|
|
>(100)
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Studio Entertainment:
|
|
|
|
|
|
|
||||
Content transactions with Media Networks
|
$
|
(34
|
)
|
|
$
|
(95
|
)
|
|
64
|
%
|
Content transactions with Direct-to-Consumer & International
|
(100
|
)
|
|
(16
|
)
|
|
>(100)
|
%
|
||
Media Networks:
|
|
|
|
|
|
|||||
Content transactions with Direct-to-Consumer & International
|
(284
|
)
|
|
(253
|
)
|
|
(12)
|
%
|
||
Total
|
$
|
(418
|
)
|
|
$
|
(364
|
)
|
|
(15)
|
%
|
|
|
|
|
|
|
|||||
Operating income
|
|
|
|
|
|
|
||||
Studio Entertainment:
|
|
|
|
|
|
|
||||
Content transactions with Media Networks
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
nm
|
|
Content transactions with Direct-to-Consumer & International
|
(44
|
)
|
|
—
|
|
|
nm
|
|
||
Media Networks:
|
|
|
|
|
|
|||||
Content transactions with Direct-to-Consumer & International
|
(2
|
)
|
|
(1
|
)
|
|
(100)
|
%
|
||
Total
|
$
|
(41
|
)
|
|
$
|
(10
|
)
|
|
>(100)
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
|
March 30,
2019 |
|
March 31,
2018 |
|
Better/
(Worse) |
||||||||||
Corporate and unallocated shared expenses
|
$
|
(279
|
)
|
|
$
|
(194
|
)
|
|
(44)
|
%
|
|
$
|
(440
|
)
|
|
$
|
(344
|
)
|
|
(28)
|
%
|
|
Beginning
Balance
|
|
Additions
|
|
Payments
|
|
Other
|
|
Ending
Balance
|
||||||||||
Quarter ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring reserves
|
$
|
39
|
|
|
$
|
403
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
423
|
|
|
Six Months Ended
|
|
% Change
Better/ (Worse) |
|||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
|
||||||
Cash provided by operations - continuing operations
|
$
|
6,014
|
|
|
$
|
6,763
|
|
|
(11)
|
%
|
Cash used in investing activities - continuing operations
|
(12,683
|
)
|
|
(3,805
|
)
|
|
>(100)
|
%
|
||
Cash provided by / (used in) financing activities - continuing operations
|
12,696
|
|
|
(2,882
|
)
|
|
nm
|
|
||
Cash used in operations - discontinued operations
|
(35
|
)
|
|
—
|
|
|
nm
|
|
||
Impact of exchange rates on cash, cash equivalents and restricted cash
|
75
|
|
|
55
|
|
|
36
|
%
|
||
Change in cash, cash equivalents and restricted cash
|
$
|
6,067
|
|
|
$
|
131
|
|
|
>100
|
%
|
|
Six Months Ended
|
||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
||||
Beginning balances:
|
|
|
|
||||
Production and programming assets
|
$
|
9,202
|
|
|
$
|
8,759
|
|
Programming liabilities
|
(1,178
|
)
|
|
(1,108
|
)
|
||
|
8,024
|
|
|
7,651
|
|
||
Spending:
|
|
|
|
||||
Television program licenses and rights
|
4,710
|
|
|
4,092
|
|
||
Film and television production
|
2,896
|
|
|
3,011
|
|
||
|
7,606
|
|
|
7,103
|
|
||
Amortization:
|
|
|
|
||||
Television program licenses and rights
|
(4,959
|
)
|
|
(4,411
|
)
|
||
Film and television production
|
(2,366
|
)
|
|
(2,202
|
)
|
||
|
(7,325
|
)
|
|
(6,613
|
)
|
||
|
|
|
|
||||
Change in film and television production and programming costs
|
281
|
|
|
490
|
|
||
Net film and television production costs from the 21CF acquisition and consolidation of Hulu
|
14,141
|
|
|
—
|
|
||
Other non-cash activity
|
372
|
|
|
(146
|
)
|
||
Ending balances:
|
|
|
|
||||
Production and programming assets
|
29,761
|
|
|
9,188
|
|
||
Programming liabilities
|
(6,943
|
)
|
|
(1,193
|
)
|
||
|
$
|
22,818
|
|
|
$
|
7,995
|
|
|
Six Months Ended
|
||||||
(in millions)
|
March 30,
2019 |
|
March 31,
2018 |
||||
Media Networks
|
|
|
|
||||
Cable Networks
|
$
|
41
|
|
|
$
|
63
|
|
Broadcasting
|
55
|
|
|
45
|
|
||
Total Media Networks
|
96
|
|
|
108
|
|
||
Parks, Experiences and Products
|
|
|
|
||||
Domestic
|
1,678
|
|
|
1,419
|
|
||
International
|
415
|
|
|
310
|
|
||
Total Parks, Experiences and Products
|
2,093
|
|
|
1,729
|
|
||
Studio Entertainment
|
39
|
|
|
52
|
|
||
Direct-to-Consumer & International
|
83
|
|
|
81
|
|
||
21CF
|
5
|
|
|
—
|
|
||
Corporate
|
74
|
|
|
74
|
|
||
|
$
|
2,390
|
|
|
$
|
2,044
|
|
Period
|
|
Total
Number of
Shares
Purchased (1)
|
|
Weighted
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (2)
|
||||
December 30, 2018 - January 31, 2019
|
|
229,366
|
|
|
$
|
111.93
|
|
|
—
|
|
|
158 million
|
February 1, 2019 - February 28, 2019
|
|
24,341
|
|
|
113.06
|
|
|
—
|
|
|
158 million
|
|
March 1, 2019 - March 30, 2019
|
|
25,285
|
|
|
112.65
|
|
|
—
|
|
|
0
|
|
Total
|
|
278,992
|
|
|
112.10
|
|
|
—
|
|
|
0
|
(1)
|
278,992 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.
|
(2)
|
On March 20, 2019, the Company terminated the repurchase program.
|
|
|
|
|
|
THE WALT DISNEY COMPANY
|
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ CHRISTINE M. MCCARTHY
|
|
|
Christine M. McCarthy,
Senior Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Number and Description of Exhibit
(Numbers Coincide with Item 601 of Regulation S-K)
|
|
Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below
|
||
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019
|
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019
|
|
|
|
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of The Walt Disney Company, effective as of March 20, 2019
|
|
|
|
|
|
|
|
3.4
|
|
Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019
|
|
|
|
|
|
|
|
3.5
|
|
Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019
|
|
|
|
|
|
|
|
4.1
|
|
First Supplemental Indenture to the Indenture dated as of September 24, 2001 between TWDC Enterprises 18 Corp. and the 2001 Indenture Trustee, dated as of March 20, 2019, by and among TWDC Enterprises 18 Corp., as issuer, The Walt Disney Company, as guarantor, and Wells Fargo Bank, National Association, as trustee
|
|
|
|
|
|
|
|
4.2
|
|
Indenture, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, and TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as trustee
|
|
|
|
|
|
|
|
4.3
|
|
Form of Disney Make-Whole Notes (Disney 5.650% 2020 Notes, Disney 4.500% 2021 Notes, Disney 3.000% 2022 Notes, Disney 4.000% 2023 Notes, Disney 6.400% 2035 Notes, Disney 6.150% 2037 Notes, Disney 6.650% 2037 Notes, Disney 7.850% 2039 Notes, Disney 6.900% 2039 Notes, Disney 6.150% 2041 Notes and Disney 5.400% 2043 Notes)
|
|
|
|
|
|
|
|
4.4
|
|
Form of Disney Par Call Notes (Disney 3.700% 2024 Notes, Disney 3.700% 2025 Notes, Disney 3.375% 2026 Notes, Disney 4.750% 2044 Notes, Disney 4.950% 2045 Notes and Disney 4.750% 2046 Notes)
|
|
|
|
|
|
|
|
4.5
|
|
Form of Disney Non-Redeemable Notes (Disney 8.875% 2023 Notes, Disney 7.750% January 2024 Notes, Disney 7.750% February 2024 Notes, Disney 9.500% 2024 Notes, Disney 8.500% 2025 Notes, Disney 7.700% 2025 Notes, Disney 7.430% 2026 Notes, Disney 7.125% 2028 Notes, Disney 7.300% 2028 Notes, Disney 7.280% 2028 Notes, Disney 7.625% 2028 Notes, Disney 6.550% 2033 Notes, Disney 8.450% 2034 Notes, Disney 6.200% 2034 Notes, Disney 8.150% 2036 Notes, Disney 6.750% 2038 Notes, Disney 7.750% 2045 Notes, Disney 7.900% 2095 Notes and Disney 8.250% 2096 Notes )
|
|
|
|
|
|
|
|
4.6
|
|
Registration Rights Agreement, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, TWDC Enterprises 18 Corp., as guarantor, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, as dealer managers
|
|
|
|
|
|
|
|
10.1
|
|
364-Day Bridge Credit Agreement, dated as of March 15, 2019, among The Walt Disney Company, as the borrower, the lenders party thereto, Citibank, N.A., as a co-administrative agent, and JPMorgan Chase Bank, N.A., as a co-administrative agent and as the designated agent
|
|
|
|
|
|
|
|
10.2
|
|
364-Day Credit Agreement, dated as of March 15, 2019, among The Walt Disney Company, as the borrower, the lenders party thereto, Citibank, N.A., as a co-administrative agent, and JPMorgan Chase Bank, N.A., as a co-administrative agent and as the designated agent
|
|
|
|
|
|
|
|
10.3
|
|
Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019
|
|
|
|
|
|
|
|
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 Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes
|
|
Filed
|
*
|
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 Securities and Exchange Commission or its staff upon request.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of the Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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
|
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:
|
May 8, 2019
|
|
By:
|
|
/s/ ROBERT A. IGER
|
|
|
|
|
|
Robert A. Iger
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of the Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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
|
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:
|
May 8, 2019
|
|
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
|
|
|
May 8, 2019
|
*
|
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
|
|
|
May 8, 2019
|
*
|
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.
|