0001001039-18-000133.txt : 20180807 0001001039-18-000133.hdr.sgml : 20180807 20180807160914 ACCESSION NUMBER: 0001001039-18-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180807 DATE AS OF CHANGE: 20180807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 18998039 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 8-K 1 fy2018_q3x8kxcover.htm FORM 8-K Document


________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 7, 2018
__________
The Walt Disney Company
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
1-11605
 
95-4545390
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
500 South Buena Vista Street
 
 
Burbank, California
 
91521
(Address of principal executive offices)
 
(Zip Code)
(818) 560-1000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
________________________________________________________________________




Item 2.02 Results of Operations and Financial Condition.    

On August 7, 2018, the Registrant issued a press release relating to its results for the quarter ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 
 
 
 
 
 
The Walt Disney Company
 
 
 
 
By:
 
/s/ Roger J. Patterson
 
 
 
Roger J. Patterson
 
 
 
Associate General Counsel and Assistant Secretary
 
 
 
Registered In-House Counsel
 
Dated: August 7, 2018



EX-99.1 2 fy2018_q3xprxex991.htm PRESS RELEASE Exhibit


Exhibit 99.1
FOR IMMEDIATE RELEASE
August 7, 2018
THE WALT DISNEY COMPANY REPORTS
THIRD QUARTER AND NINE MONTHS EARNINGS FOR FISCAL 2018
BURBANK, Calif. – The Walt Disney Company today reported quarterly earnings for its third fiscal quarter ended June 30, 2018. Diluted earnings per share (EPS) for the quarter increased 29% to $1.95 from $1.51 in the prior-year quarter. Excluding certain items affecting comparability(1), EPS for the quarter increased 18% to $1.87 from $1.58 in the prior-year quarter. EPS for the nine months ended June 30, 2018 increased to $6.81 from $4.55 in the prior-year period. Excluding certain items affecting comparability(1), EPS for the nine months increased 21% to $5.60 from $4.63 in the prior-year period.

“We’re pleased with our results in the quarter, including a double-digit increase in earnings per share, and excited about the opportunities ahead for continued growth,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company.  “Having earned the overwhelming support of shareholders, we are more enthusiastic about the 21st Century Fox acquisition than ever, and confident in our ability to fully leverage these assets along with our own incredible brands, franchises and businesses to drive significant value across the entire company.”
The following table summarizes the third quarter and nine-month results for fiscal 2018 and 2017 (in millions, except per share amounts): 
 
Quarter Ended
 
 
 
Nine Months Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
 
June 30,
2018
 
July 1,
2017
 
Change
Revenues
$
15,228

 
$
14,238

 
7
 %
 
$
45,127

 
$
42,358

 
7
%
Segment operating income (1)
$
4,193

 
$
4,011

 
5
 %
 
$
12,416

 
$
11,963

 
4
%
Net income (2)
$
2,916

 
$
2,366

 
23
 %
 
$
10,276

 
$
7,233

 
42
%
Diluted EPS (2)
$
1.95

 
$
1.51

 
29
 %
 
$
6.81

 
$
4.55

 
50
%
EPS excluding certain items affecting comparability (1)
$
1.87

 
$
1.58

 
18
 %
 
$
5.60

 
$
4.63

 
21
%
Cash provided by operations
$
3,679

 
$
4,100

 
(10)
 %
 
$
10,442

 
$
8,773

 
19
%
Free cash flow (1)
$
2,459

 
$
3,295

 
(25)
 %
 
$
7,178

 
$
6,045

 
19
%
(1) 
EPS excluding certain items affecting comparability, segment operating income and free cash flow are non-GAAP financial measures. See the discussion on pages 7 through 9. The most significant item affecting comparability for the current quarter and nine-month period was a net benefit from new U.S. federal income tax legislation (Tax Act). See page 5 for further discussion.
(2) 
Reflects amounts attributable to shareholders of The Walt Disney Company, i.e. after deduction of noncontrolling interests.


1


SEGMENT RESULTS
The following table summarizes the third quarter and nine-month segment operating results for fiscal 2018 and 2017 (in millions):
 
Quarter Ended
 
 
 
Nine Months Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
 
June 30,
2018
 
July 1,
2017
 
Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Media Networks
$
6,156

 
$
5,866

 
5
 %
 
$
18,537

 
$
18,045

 
3
 %
Parks and Resorts
5,193

 
4,894

 
6
 %
 
15,226

 
13,748

 
11
 %
Studio Entertainment
2,878

 
2,393

 
20
 %
 
7,836

 
6,947

 
13
 %
Consumer Products & Interactive Media
1,001

 
1,085

 
(8)
 %
 
3,528

 
3,618

 
(2)
 %
 
$
15,228

 
$
14,238

 
7
 %
 
$
45,127

 
$
42,358

 
7
 %
Segment operating income:
 
 
 
 
 
 
 
 
 
 
Media Networks
$
1,822

 
$
1,842

 
(1)
 %
 
$
5,097

 
$
5,427

 
(6)
 %
Parks and Resorts
1,339

 
1,168

 
15
 %
 
3,640

 
3,028

 
20
 %
Studio Entertainment
708

 
639


11
 %
 
2,384

 
2,137

 
12
 %
Consumer Products & Interactive Media
324

 
362

 
(10)
 %
 
1,295

 
1,371

 
(6)
 %
 
$
4,193

 
$
4,011

 
5
 %
 
$
12,416

 
$
11,963

 
4
 %


Media Networks
Media Networks revenues for the quarter increased 5% to $6.2 billion and segment operating income was comparable to the prior-year quarter at $1.8 billion.
The following table provides further detail of the Media Networks results (in millions):
 
Quarter Ended
 
 
 
Nine Months Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
 
June 30,
2018
 
July 1,
2017
 
Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Cable Networks
$
4,188

 
$
4,086

 
2
 %
 
$
12,933

 
$
12,576

 
3
 %
Broadcasting
1,968

 
1,780

 
11
 %
 
5,604

 
5,469

 
2
 %
 
$
6,156

 
$
5,866

 
5
 %
 
$
18,537

 
$
18,045

 
3
 %
Segment operating income:
 
 
 
 
 
 
 
 
 
 
 
Cable Networks
$
1,383

 
$
1,462

 
(5)
 %
 
$
3,967

 
$
4,117

 
(4)
 %
Broadcasting
361

 
253

 
43
 %
 
989

 
976

 
1
 %
Equity in the income of investees
78

 
127

 
(39)
 %
 
141

 
334

 
(58)
 %
 
$
1,822

 
$
1,842

 
(1)
 %
 
$
5,097

 
$
5,427

 
(6)
 %
Cable Networks
Cable Networks revenues for the quarter increased 2% to $4.2 billion and operating income decreased 5% to $1.4 billion. Lower operating income was due to a loss at BAMTech and a decrease at Freeform, partially offset by an increase at ESPN.

2


In the current quarter, BAMTech’s operating loss is reported in Cable Networks as a result of our acquisition of a controlling interest in the fourth quarter of fiscal 2017. In the prior-year quarter, the Company’s share of BAMTech results was reported in equity in the income of investees. The loss at BAMTech reflects higher content and marketing costs and ongoing investments in their technology platform including costs associated with ESPN+, which was launched in April 2018.
The decline at Freeform was primarily due to lower advertising revenue and higher marketing costs, partially offset by lower programming costs. The decrease in advertising revenue was due to lower impressions from a decline in average viewership.
The increase at ESPN was due to affiliate revenue growth and the comparison to severance and contract termination costs incurred in the prior-year quarter, partially offset by higher programming costs and a decrease in advertising revenue. Affiliate revenue growth reflected contractual rate increases, partially offset by a decline in subscribers. The programming cost increase was primarily due to a contractual rate increase for NBA programming. Lower advertising revenue was due to a decrease in impressions from lower average viewership, partially offset by higher rates. Advertising revenue was adversely impacted by one less NBA final game.
Broadcasting
Broadcasting revenues for the quarter increased 11% to $2.0 billion and operating income increased 43% to $361 million. The increase in operating income was due to higher program sales, affiliate revenue growth and increased network advertising revenue, partially offset by higher programming costs.
The increase in program sales was driven by higher sales of Designated Survivor, How to Get Away with Murder and Grey’s Anatomy, partially offset by lower sales of Quantico. Additionally, the current quarter included the sale of Luke Cage compared to the sale of The Defenders in the prior-year quarter. Affiliate revenue growth was due to contractual rate increases. The increase in network advertising revenue was due to higher rates, partially offset by lower average viewership. The programming costs increase was driven by higher cost primetime programming, including the impact of American Idol and Roseanne in the current quarter.
Equity in the Income of Investees
Equity in the income of investees decreased from $127 million in the prior-year quarter to $78 million in the current quarter due to higher losses from Hulu and lower income from A+E Television Networks (A+E). These decreases were partially offset by the absence of a loss from BAMTech, which is now consolidated and reported in Cable Networks. The decrease at Hulu was driven by higher programming and labor costs, partially offset by growth in subscription and advertising revenue. The decrease at A+E was due to lower advertising revenue and higher programming costs, partially offset by higher program sales.

Parks and Resorts
Parks and Resorts revenues for the quarter increased 6% to $5.2 billion and segment operating income increased 15% to $1.3 billion. Operating income growth for the quarter was due to increases across key operations. Results include an unfavorable impact due to the timing of the Easter holiday relative to our fiscal periods. One week of the Easter holiday fell in the third quarter of the current year whereas both holiday weeks fell in the third quarter of the prior year.
Higher operating income at our domestic parks and resorts was due to increased guest spending, partially offset by increased costs. Guest spending growth was due to increases in average ticket prices, food, beverage and merchandise spending and average daily hotel room rates. The increase in costs was due to labor and other cost inflation, partially offset by lower marketing costs. At our cruise line, growth

3


was driven by higher passenger cruise days, which was primarily due to the Disney Fantasy dry-dock in the prior-year quarter.
The increased operating income at our international parks and resorts was due to growth at Shanghai Disney Resort and Hong Kong Disneyland Resort. Higher operating income at Shanghai Disney Resort was due to lower costs and attendance growth, partially offset by decreased guest spending. The decrease in guest spending was driven by lower average ticket prices, partially offset by higher food and beverage spending. At Hong Kong Disneyland Resort, the increase in operating income was primarily due to higher occupied room nights, average ticket prices and attendance.

Studio Entertainment
Studio Entertainment revenues for the quarter increased 20% to $2.9 billion and segment operating income increased 11% to $708 million. Operating income growth was due to increases in domestic theatrical and worldwide TV/SVOD distribution results, partially offset by film cost impairments related to animated films that will not be released and lower domestic home entertainment results.
The increase in domestic theatrical distribution results was due to the success of Avengers: Infinity War and Incredibles 2 in the current quarter compared to Guardians of the Galaxy Vol. 2 and Cars 3 in the prior-year quarter, partially offset by higher pre-release marketing costs. Additionally, the current quarter included the continuing performance of Black Panther and the release of Solo: A Star Wars Story, whereas the prior-year quarter included the continuing performance of Beauty and the Beast and the release of Pirates of the Caribbean: Dead Men Tell No Tales.
Higher TV/SVOD distribution results were due to the timing of title availabilities at our domestic pay and free television businesses, international growth and higher domestic pay television rates.
Lower domestic home entertainment results were due to a decrease in unit sales driven by the timing of the release of Star Wars titles. The DVD/Blu-ray release of Star Wars: The Last Jedi was in the second quarter of the current year whereas the DVD/Blu-ray release of Rogue One: A Star Wars Story occurred in the prior-year third quarter. Other significant titles included Black Panther in the current quarter, while the prior-year quarter included Beauty and the Beast and Moana.

Consumer Products & Interactive Media
Consumer Products & Interactive Media revenues decreased 8% to $1.0 billion and segment operating income decreased 10% to $324 million. The decrease in operating income was due to lower income from licensing activities and decreased comparable retail store sales, partially offset by lower costs at our games business.
The decrease in income from licensing activities was driven by lower revenue from products based on Spider-Man and Cars, partially offset by an increase from products based on Avengers.

OTHER FINANCIAL INFORMATION
Corporate and Unallocated Shared Expenses
Corporate and unallocated shared expenses increased $97 million to $196 million in the current quarter primarily due to costs incurred in connection with our agreement to acquire Twenty-First Century Fox, Inc., higher compensation costs and the timing of allocations to operating segments.

4


Other income/(expense), net
Other expense in the prior-year quarter consisted of a charge, net of committed insurance recoveries, incurred in connection with the settlement of litigation.
Interest expense, net
Interest expense, net was as follows (in millions):
 
Quarter Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
Interest expense
$
(175
)
 
$
(134
)
 
(31)
 %
Interest and investment income
32

 
17

 
88
 %
Interest expense, net
$
(143
)
 
$
(117
)
 
(22)
 %
The increase in interest expense was due to higher average interest rates and an increase in average debt balances.
The increase in interest and investment income was driven by net investment income in the current quarter compared to net investment losses in the prior-year quarter.
Income Taxes
The effective income tax rate was as follows:
 
Quarter Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
Effective income tax rate
20.6
%
 
31.6
%
 
11.0

ppt
The decrease in the effective income tax rate for the quarter was due to a net favorable impact of the Tax Act, which reflects the following:
•
A reduction in the Company’s fiscal 2018 U.S. statutory federal income tax rate to 24.5% from 35.0% in the prior year. Net of state tax and other related effects, the reduction in the statutory rate had an impact of approximately 8.6 percentage points on the effective income tax rate.
•
A net benefit of approximately $110 million from updating our prior quarter estimates of the remeasurement of our net federal deferred tax liability to the new statutory rates (Deferred Remeasurement) and a one-time tax on certain accumulated foreign earnings (Deemed Repatriation Tax). This update reflected the impact from finalizing our fiscal 2017 income tax return. This benefit had an impact of approximately 2.9 percentage points on the effective income tax rate.
Noncontrolling Interests
 
Quarter Ended
 
 
(in millions)
June 30,
2018
 
July 1,
2017
 
Change
Net income attributable to noncontrolling interests
$
143

 
$
108

 
(32)
 %
The increase in net income attributable to noncontrolling interests was due to higher results at ESPN and Shanghai Disney Resort. Results at ESPN included the benefit of lower tax expense, largely due to the Tax Act.

5


Net income attributable to noncontrolling interests is determined on income after royalties and management fees, financing costs and income taxes, as applicable.
Cash Flow
Cash provided by operations and free cash flow were as follows (in millions):
 
Nine Months Ended
 
 
 
June 30,
2018
 
July 1,
2017
 
Change
Cash provided by operations
$
10,442

 
$
8,773

 
$
1,669

Investments in parks, resorts and other property
(3,264
)
 
(2,728
)
 
(536
)
Free cash flow (1)
$
7,178

 
$
6,045

 
$
1,133

 
(1) 
Free cash flow is not a financial measure defined by GAAP. See the discussion on pages 7 through 9.

Cash provided by operations increased by $1.7 billion from $8.8 billion in the prior-year nine months to $10.4 billion in the current nine months. The increase was driven by a decrease in income tax payments due to the Tax Act, lower pension plan contributions and higher operating results at our Parks and Resorts segment, partially offset by higher film and television production spending.

Capital Expenditures and Depreciation Expense
Investments in parks, resorts and other property were as follows (in millions):
 
Nine Months Ended
 
June 30,
2018
 
July 1,
2017
Media Networks
 
 
 
Cable Networks
$
161

 
$
70

Broadcasting
54

 
44

Total Media Networks
215

 
114

Parks and Resorts
 
 
 
Domestic
2,368

 
1,682

International
466

 
721

Total Parks and Resorts
2,834

 
2,403

Studio Entertainment
72

 
64

Consumer Products & Interactive Media
14

 
17

Corporate
129

 
130

Total investments in parks, resorts and other property
$
3,264

 
$
2,728

Capital expenditures increased by $536 million to $3.3 billion due to higher spending on new attractions at our domestic parks and resorts and on technology at BAMTech, partially offset by lower spending at Hong Kong Disneyland Resort and Shanghai Disney Resort.

6


Depreciation expense was as follows (in millions):
 
Nine Months Ended
 
June 30,
2018
 
July 1,
2017
Media Networks
 
 
 
Cable Networks
$
126

 
$
105

Broadcasting
71

 
67

Total Media Networks
197

 
172

Parks and Resorts
 
 
 
Domestic
1,053

 
983

International
546

 
500

Total Parks and Resorts
1,599

 
1,483

Studio Entertainment
41

 
36

Consumer Products & Interactive Media
41

 
46

Corporate
164

 
189

Total depreciation expense
$
2,042

 
$
1,926



Non-GAAP Financial Measures
This earnings release presents EPS excluding the impact of certain items affecting comparability, free cash flow and aggregate segment operating income, all of which are important financial measures for the Company, but are not financial measures defined by GAAP.
These measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of EPS, cash flow or net income as determined in accordance with GAAP. EPS excluding certain items affecting comparability, free cash flow and aggregate segment operating income as we have calculated them may not be comparable to similarly titled measures reported by other companies.
EPS excluding certain items affecting comparability – The Company uses EPS excluding certain items to evaluate the performance of the Company’s operations exclusive of certain items affecting comparability of results from period to period. The Company believes that information about EPS exclusive of these items is useful to investors, particularly where the impact of the excluded items is significant in relation to reported earnings, because the measure allows for comparability between periods of the operating performance of the Company’s business and allows investors to evaluate the impact of these items separately from the impact of the operations of the business.

7


The following table reconciles reported EPS to EPS excluding certain items affecting comparability for the quarter.
(in millions except EPS)
Pre-Tax Income/Loss
 
Tax Benefit/Expense (1)
 
After-Tax Income/Loss (2)
 
EPS (3)
 
Change vs. prior year period
Quarter Ended June 30, 2018:
 
 
 
 
 
 
 
 
 
As reported
$
3,854

 
$
(795
)
 
$
3,059

 
$
1.95

 
29
%
Exclude:
 
 
 
 
 
 
 
 
 
Net benefit from the Tax Act (4)
—

 
(110
)
 
(110
)
 
(0.07
)
 
 
Excluding certain items affecting comparability
$
3,854

 
$
(905
)
 
$
2,949

 
$
1.87

 
18
%
 
 
 
 
 
 
 
 
 
 
Quarter Ended July 1, 2017:
 
 
 
 
 
 
 
 
 
As reported
$
3,618

 
$
(1,144
)
 
$
2,474

 
$
1.51

 


Exclude:
 
 
 
 
 
 
 
 
 
Other income/(expense), net (5)
177

 
(65
)
 
112

 
0.07

 
 
Excluding certain items affecting comparability
$
3,795

 
$
(1,209
)
 
$
2,586

 
$
1.58

 


 
 
 
 
 
 
 
 
 
 
Nine Months Ended June 30, 2018:
 
 
 
 
 
 
 
 
 
As reported
$
11,527

 
$
(880
)
 
$
10,647

 
$
6.81

 
50
%
Exclude:
 
 
 
 
 
 
 
 
 
Net benefit from the Tax Act (4)
—


(1,801
)

(1,801
)

(1.17
)
 
 
Other income/(expense), net (5)
(94
)

23


(71
)

(0.05
)
 
 
Restructuring and impairment charges (6)
28


(6
)

22


0.01

 
 
Excluding certain items affecting comparability
$
11,461

 
$
(2,664
)
 
$
8,797

 
$
5.60

 
21
%
 
 
 
 
 
 
 
 
 
 
Nine Months Ended July 1, 2017:
 
 
 
 
 
 
 
 
 
As reported
$
11,094

 
$
(3,593
)
 
$
7,501

 
$
4.55

 


Exclude:
 
 
 
 
 
 
 
 
 
Other income/(expense), net (5)
177

 
(65
)
 
112

 
0.07

 
 
Excluding certain items affecting comparability
$
11,271

 
$
(3,658
)
 
$
7,613

 
$
4.63

 


(1) 
Tax benefit/expense adjustments are determined using the tax rate applicable to the individual item affecting comparability.
(2) 
Before noncontrolling interest share.
(3) 
Net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to rounding.
(4) 
Amounts reflect the Deferred Remeasurement, partially offset by the Deemed Repatriation Tax. In the current nine-month period, the Company recognized a net benefit of approximately $1.8 billion due to an approximate $2.1 billion benefit from the Deferred Remeasurement, partially offset by an approximate $0.3 billion impact from the Deemed Repatriation Tax. The current quarter reflects a net benefit of approximately $0.1 billion from updating our prior quarter estimates. See page 5 for further discussion.
(5) 
Other expense for the prior-year quarter and nine-month period consisted of a charge, net of committed insurance recoveries, incurred in connection with the settlement of litigation. Other income for the current nine-month period includes a gain from the sale of property rights and insurance proceeds related to a legal mater.
(6) 
For the nine-month period, the Company recorded $28 million of restructuring and impairment charges primarily for severance costs.


8


Free cash flow – The Company uses free cash flow (cash provided by operations less investments in parks, resorts and other property), among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than capital expenditures. Management believes that information about free cash flow provides investors with an important perspective on the cash available to service debt obligations, make strategic acquisitions and investments and pay dividends or repurchase shares.
Aggregate segment operating income – The Company evaluates the performance of its operating segments based on segment operating income, and management uses aggregate segment operating income as a measure of the performance of operating businesses separate from non-operating factors. The Company believes that information about aggregate segment operating income assists investors by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing separate insight into both operations and the other factors that affect reported results.
A reconciliation of income before income taxes to segment operating income is as follows (in millions):
 
Quarter Ended
 
% Change
 
Nine Months Ended
 
% Change
(in millions)
June 30,
2018
 
July 1,
2017
 
Better/
(Worse)
 
June 30,
2018
 
July 1,
2017
 
Better/
(Worse)
Income before income taxes
$
3,854

 
$
3,618

 
7
 %
 
$
11,527

 
$
11,094

 
4
 %
Add/(subtract):
 
 
 
 
 
 
 
 
 
 
 
Corporate and unallocated shared expenses
196

 
99

 
(98
)%
 
540

 
392

 
(38
)%
Restructuring and impairment charges
—

 
—

 
nm

 
28

 
—

 
nm

Other income/(expense), net
—

 
177

 
—
 %
 
(94
)
 
177

 
nm

Interest expense, net
143


117

 
(22
)%
 
415


300


(38
)%
Segment Operating Income
$
4,193


$
4,011

 
5
 %
 
$
12,416

 
$
11,963

 
4
 %

CONFERENCE CALL INFORMATION
In conjunction with this release, The Walt Disney Company will host a conference call today, August 7, 2018, at 4:30 PM EDT/1:30 PM PDT via a live Webcast. To access the Webcast go to www.disney.com/investors. The discussion will be archived.

9


FORWARD-LOOKING STATEMENTS
Management believes certain statements in this earnings release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Management does not undertake any obligation to update these statements.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as well as from developments beyond the Company’s control, including:
•
changes in domestic and global economic conditions, competitive conditions and consumer preferences;
•
adverse weather conditions or natural disasters;
•
health concerns;
•
international, political, or military developments; and
•
technological developments.
Such developments may affect entertainment, travel and leisure businesses generally and may, among other things, affect:
•
the performance of the Company’s theatrical and home entertainment releases;
•
the advertising market for broadcast and cable television programming;
•
demand for our products and services;
•
expenses of providing medical and pension benefits;
•
income tax expense;
•
performance of some or all company businesses either directly or through their impact on those who distribute our products; and
•
the pending transaction with 21CF.
Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 under Item 1A, “Risk Factors,” in the Company’s Report on Form 10-Q for the quarter ended December 30, 2017 under Item 1A, “Risk Factors,” and subsequent reports.



10


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in millions, except per share data)
 
 
Quarter Ended
 
Nine Months Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
Revenues:
 
 
 
 
 
 
 
Services
$
13,142

 
$
12,097

 
$
38,646

 
$
35,990

Products
2,086

 
2,141

 
6,481

 
6,368

Total revenues
15,228

 
14,238

 
45,127

 
42,358

Costs and expenses:
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
(7,124
)
 
(6,469
)
 
(20,762
)
 
(19,328
)
Cost of products (exclusive of depreciation and amortization)
(1,224
)
 
(1,248
)
 
(3,856
)
 
(3,764
)
Selling, general, administrative and other
(2,212
)
 
(2,022
)
 
(6,538
)
 
(5,948
)
Depreciation and amortization
(744
)
 
(711
)
 
(2,217
)
 
(2,074
)
Total costs and expenses
(11,304
)
 
(10,450
)
 
(33,373
)
 
(31,114
)
Restructuring and impairment charges
—

 
—

 
(28
)
 
—

Other income/(expense), net
—

 
(177
)
 
94

 
(177
)
Interest expense, net
(143
)
 
(117
)
 
(415
)
 
(300
)
Equity in the income of investees
73

 
124

 
122

 
327

Income before income taxes
3,854

 
3,618

 
11,527

 
11,094

Income taxes
(795
)
 
(1,144
)
 
(880
)
 
(3,593
)
Net income
3,059

 
2,474

 
10,647

 
7,501

Less: Net income attributable to noncontrolling interests
(143
)
 
(108
)
 
(371
)
 
(268
)
Net income attributable to The Walt Disney Company (Disney)
$
2,916

 
$
2,366

 
$
10,276

 
$
7,233

 
 
 
 
 
 
 
 
Earnings per share attributable to Disney:
 
 
 
 
 
 
 
Diluted
$
1.95

 
$
1.51

 
$
6.81

 
$
4.55

 
 
 
 
 
 
 
 
Basic
$
1.96

 
$
1.51

 
$
6.84

 
$
4.58

 
 
 
 
 
 
 
 
Weighted average number of common and common equivalent shares outstanding:
 
 
 
 
 
 
 
Diluted
1,498

 
1,572

 
1,510

 
1,588

 
 
 
 
 
 
 
 
Basic
1,491

 
1,562

 
1,502

 
1,578

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.84

 
$
0.78

 
$
1.68

 
$
1.56




11


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
 
June 30,
2018
 
September 30,
2017
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
4,326

 
$
4,017

Receivables
10,071

 
8,633

Inventories
1,322

 
1,373

Television costs and advances
1,241

 
1,278

Other current assets
769

 
588

Total current assets
17,729

 
15,889

Film and television costs
7,684

 
7,481

Investments
3,155

 
3,202

Parks, resorts and other property
 
 
 
Attractions, buildings and equipment
55,284

 
54,043

Accumulated depreciation
(30,611
)
 
(29,037
)
 
24,673

 
25,006

Projects in progress
3,446

 
2,145

Land
1,254

 
1,255

 
29,373

 
28,406

Intangible assets, net
6,892

 
6,995

Goodwill
31,306

 
31,426

Other assets
2,653

 
2,390

Total assets
$
98,792

 
$
95,789

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable and other accrued liabilities
$
9,763

 
$
8,855

Current portion of borrowings
5,992

 
6,172

Deferred revenue and other
4,459

 
4,568

Total current liabilities
20,214

 
19,595

Borrowings
17,681

 
19,119

Deferred income taxes
3,222

 
4,480

Other long-term liabilities
6,467

 
6,443

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests
1,137

 
1,148

Equity
 
 
 
Preferred stock, $0.01 par value, Authorized – 100 million shares, Issued – none
—

 
—

Common stock, $0.01 par value,
Authorized – 4.6 billion shares, Issued – 2.9 billion shares
36,574

 
36,248

Retained earnings
80,364

 
72,606

Accumulated other comprehensive loss
(3,262
)
 
(3,528
)
 
113,676

 
105,326

Treasury stock, at cost, 1.4 billion shares
(67,588
)
 
(64,011
)
Total Disney Shareholders’ equity
46,088

 
41,315

Noncontrolling interests
3,983

 
3,689

Total equity
50,071

 
45,004

Total liabilities and equity
$
98,792

 
$
95,789


12


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
 
 
Nine Months Ended
 
June 30,
2018
 
July 1,
2017
OPERATING ACTIVITIES
 
 
 
Net income
$
10,647

 
$
7,501

Depreciation and amortization
2,217

 
2,074

Deferred income taxes
(1,411
)
 
294

Equity in the income of investees
(122
)
 
(327
)
Cash distributions received from equity investees
587

 
584

Net change in film and television costs and advances
(601
)
 
(745
)
Equity-based compensation
307

 
278

Other
297

 
373

Changes in operating assets and liabilities:
 
 
 
Receivables
(1,178
)
 
(786
)
Inventories
53

 
93

Other assets
(472
)
 
72

Accounts payable and other accrued liabilities
(316
)
 
(781
)
Income taxes
434

 
143

Cash provided by operations
10,442

 
8,773

 
 
 
 
INVESTING ACTIVITIES
 
 
 
Investments in parks, resorts and other property
(3,264
)
 
(2,728
)
Acquisitions
(1,581
)
 
(557
)
Other
(298
)
 
(5
)
Cash used in investing activities
(5,143
)
 
(3,290
)
 
 
 
 
FINANCING ACTIVITIES
 
 
 
Commercial paper borrowings/(payments), net
453

 
(112
)
Borrowings
1,056

 
4,053

Reduction of borrowings
(1,356
)
 
(1,736
)
Dividends
(1,266
)
 
(1,237
)
Repurchases of common stock
(3,577
)
 
(5,944
)
Proceeds from exercise of stock options
129

 
256

Other
(420
)
 
(1,072
)
Cash used in financing activities
(4,981
)
 
(5,792
)
 
 
 
 
Impact of exchange rates on cash, cash equivalents and restricted cash
(51
)
 
(23
)
 
 
 
 
Change in cash, cash equivalents and restricted cash
267

 
(332
)
Cash, cash equivalents and restricted cash, beginning of period
4,064

 
4,760

Cash, cash equivalents and restricted cash, end of period
$
4,331

 
$
4,428



13



Contacts:

Zenia Mucha
Corporate Communications
818-560-5300


Lowell Singer
Investor Relations
818-560-6601





14