Trian Partners Activist Presentation Deck
Confidential-Not for Reproduction or Distribution
A Strong Case for Change at Disney
Capital Allocation
Since 2018, EPS has been cut in half despite $162bn spent on M&A, capex and
content approximately equal to Disney's entire current market cap
- Management has shown poor judgment on recent M&A including overpaying for the
$52bn 21st Century Fox ("Fox") assets(1) and bidding aggressively for Sky
Increased financial leverage and deteriorating cash flow resulted in eliminating the
dividend, even as COVID receded and parks EBITDA surpassed historical levels
2 Corporate Governance
- Poor shareholder engagement
- Disney's Board and leadership consistently failed on succession planning
"Over-the-top" compensation practices
3 Corporate Strategy and Operations
- Flawed Direct-to-Consumer ("DTC") strategy struggling with profitability, despite
reaching similar revenues as Netflix and having a significant intellectual property
("IP") advantage
- Lack of overall cost discipline
Overearning in the Parks business to subsidize streaming losses
Source SEC fings Fact Tran analysis which can be found in subsequent pages
Note: (1) Represents the 571bn equity purchase price of Fox less 50 6bn of acquired net cash and less the proceeds from deal-related divestitures including $11bn of RSN sale proceeds, $4bn proceeds
received from the sale of YES, less equity investments including the book value of investments in Endemol Shine ($180mm), OratKings ($95mm) as of 6/30/18 (Form 8-K filed by Disney dated 3/27/10), Jess
Hulu investment (bn) based on the repurchase of AT&T's 10.0% stake in April 2019 for $1.43bn, implying total Hulu valuation of $14.3bn. Fox held a 30% stake at the time of acquisition by Disney
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