For the Quarterly Period Ended
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Commission File Number 1-11605
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March 28, 2015
|
|
|
|
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|
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Incorporated in Delaware
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I.R.S. Employer Identification
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No. 95-4545390
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Large accelerated filer
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x
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Accelerated filer
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¨
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||
Non-accelerated filer (do not check if smaller reporting company)
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¨
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Smaller reporting company
|
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¨
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Quarter Ended
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Six Months Ended
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||||||||||||
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March 28,
2015 |
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March 29,
2014 |
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March 28,
2015 |
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March 29,
2014 |
||||||||
Revenues:
|
|
|
|
|
|
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|
||||||||
Services
|
$
|
10,552
|
|
|
$
|
9,601
|
|
|
21,279
|
|
|
19,458
|
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||
Products
|
1,909
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|
|
2,048
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4,573
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4,500
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||||
Total revenues
|
12,461
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|
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11,649
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25,852
|
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23,958
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||||
Costs and expenses:
|
|
|
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|
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||||||||
Cost of services (exclusive of depreciation and amortization)
|
(5,543
|
)
|
|
(4,786
|
)
|
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(11,677
|
)
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(10,400
|
)
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||||
Cost of products (exclusive of depreciation and amortization)
|
(1,147
|
)
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|
(1,186
|
)
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(2,669
|
)
|
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(2,637
|
)
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||||
Selling, general, administrative and other
|
(2,081
|
)
|
|
(2,116
|
)
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(4,016
|
)
|
|
(4,134
|
)
|
||||
Depreciation and amortization
|
(584
|
)
|
|
(580
|
)
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(1,176
|
)
|
|
(1,141
|
)
|
||||
Total costs and expenses
|
(9,355
|
)
|
|
(8,668
|
)
|
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(19,538
|
)
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|
(18,312
|
)
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||||
Restructuring and impairment charges
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(67
|
)
|
||||
Other expense, net
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(31
|
)
|
||||
Interest income/(expense), net
|
8
|
|
|
62
|
|
|
(50
|
)
|
|
111
|
|
||||
Equity in the income of investees
|
206
|
|
|
217
|
|
|
418
|
|
|
456
|
|
||||
Income before income taxes
|
3,320
|
|
|
3,175
|
|
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6,682
|
|
|
6,115
|
|
||||
Income taxes
|
(1,092
|
)
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(1,119
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)
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(2,210
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)
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(2,155
|
)
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||||
Net income
|
2,228
|
|
|
2,056
|
|
|
4,472
|
|
|
3,960
|
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||||
Less: Net income attributable to noncontrolling interests
|
(120
|
)
|
|
(139
|
)
|
|
(182
|
)
|
|
(203
|
)
|
||||
Net income attributable to The Walt Disney Company (Disney)
|
$
|
2,108
|
|
|
$
|
1,917
|
|
|
$
|
4,290
|
|
|
$
|
3,757
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|
|
|
|
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||||||||
Earnings per share attributable to Disney:
|
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||||||||
Diluted
|
$
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1.23
|
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$
|
1.08
|
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$
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2.50
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$
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2.11
|
|
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||||||||
Basic
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$
|
1.24
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|
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$
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1.10
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$
|
2.52
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$
|
2.14
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||||||||
Weighted average number of common and common equivalent shares outstanding:
|
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|
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||||||||
Diluted
|
1,715
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1,770
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1,716
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|
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1,777
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||||
|
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||||||||
Basic
|
1,699
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1,750
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1,700
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|
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1,756
|
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||||
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|
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|
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||||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.15
|
|
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$
|
0.86
|
|
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Quarter Ended
|
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Six Months Ended
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||||||||||||
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March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Net income
|
$
|
2,228
|
|
|
$
|
2,056
|
|
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$
|
4,472
|
|
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$
|
3,960
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|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
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||||||||
Market value adjustments for investments
|
(54
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)
|
|
(36
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)
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|
(70
|
)
|
|
(55
|
)
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||||
Market value adjustments for hedges
|
129
|
|
|
(64
|
)
|
|
264
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|
|
(33
|
)
|
||||
Pension and postretirement medical plan adjustments
|
34
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|
|
39
|
|
|
78
|
|
|
64
|
|
||||
Foreign currency translation and other
|
(84
|
)
|
|
(25
|
)
|
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(179
|
)
|
|
(11
|
)
|
||||
Other comprehensive income/(loss)
|
25
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|
|
(86
|
)
|
|
93
|
|
|
(35
|
)
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||||
Comprehensive income
|
2,253
|
|
|
1,970
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|
|
4,565
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|
|
3,925
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||||
Less: Net income attributable to noncontrolling interests
|
(120
|
)
|
|
(139
|
)
|
|
(182
|
)
|
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(203
|
)
|
||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
12
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|
24
|
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|
32
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|
|
16
|
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||||
Comprehensive income attributable to Disney
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$
|
2,145
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|
|
$
|
1,855
|
|
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$
|
4,415
|
|
|
$
|
3,738
|
|
|
March 28,
2015 |
|
September 27,
2014 |
||||
ASSETS
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|
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Current assets
|
|
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||||
Cash and cash equivalents
|
$
|
3,745
|
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$
|
3,421
|
|
Receivables
|
8,161
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|
|
7,822
|
|
||
Inventories
|
1,432
|
|
|
1,574
|
|
||
Television costs and advances
|
814
|
|
|
1,061
|
|
||
Deferred income taxes
|
496
|
|
|
497
|
|
||
Other current assets
|
998
|
|
|
801
|
|
||
Total current assets
|
15,646
|
|
|
15,176
|
|
||
Film and television costs
|
5,792
|
|
|
5,325
|
|
||
Investments
|
2,575
|
|
|
2,696
|
|
||
Parks, resorts and other property
|
|
|
|
||||
Attractions, buildings and equipment
|
41,838
|
|
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42,263
|
|
||
Accumulated depreciation
|
(24,016
|
)
|
|
(23,722
|
)
|
||
|
17,822
|
|
|
18,541
|
|
||
Projects in progress
|
4,691
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|
|
3,553
|
|
||
Land
|
1,249
|
|
|
1,238
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||
|
23,762
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|
|
23,332
|
|
||
Intangible assets, net
|
7,302
|
|
|
7,434
|
|
||
Goodwill
|
27,855
|
|
|
27,881
|
|
||
Other assets
|
2,783
|
|
|
2,342
|
|
||
Total assets
|
$
|
85,715
|
|
|
$
|
84,186
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
$
|
6,823
|
|
|
$
|
7,595
|
|
Current portion of borrowings
|
2,771
|
|
|
2,164
|
|
||
Unearned royalties and other advances
|
3,816
|
|
|
3,533
|
|
||
Total current liabilities
|
13,410
|
|
|
13,292
|
|
||
|
|
|
|
||||
Borrowings
|
12,186
|
|
|
12,676
|
|
||
Deferred income taxes
|
4,388
|
|
|
4,098
|
|
||
Other long-term liabilities
|
5,994
|
|
|
5,942
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred stock, $.01 par value
Authorized – 100 million shares, Issued – none
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value
Authorized – 4.6 billion shares, Issued – 2.8 billion shares
|
34,720
|
|
|
34,301
|
|
||
Retained earnings
|
56,058
|
|
|
53,734
|
|
||
Accumulated other comprehensive loss
|
(1,843
|
)
|
|
(1,968
|
)
|
||
|
88,935
|
|
|
86,067
|
|
||
Treasury stock, at cost, 1.1 billion shares at March 28, 2015 and
September 27, 2014
|
(42,897
|
)
|
|
(41,109
|
)
|
||
Total Disney Shareholders’ equity
|
46,038
|
|
|
44,958
|
|
||
Noncontrolling interests
|
3,699
|
|
|
3,220
|
|
||
Total equity
|
49,737
|
|
|
48,178
|
|
||
Total liabilities and equity
|
$
|
85,715
|
|
|
$
|
84,186
|
|
|
Six Months Ended
|
||||||
|
March 28,
2015 |
|
March 29,
2014 |
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
4,472
|
|
|
$
|
3,960
|
|
Depreciation and amortization
|
1,176
|
|
|
1,141
|
|
||
Gains on sales of investments and dispositions
|
(56
|
)
|
|
(280
|
)
|
||
Deferred income taxes
|
202
|
|
|
176
|
|
||
Equity in the income of investees
|
(418
|
)
|
|
(456
|
)
|
||
Cash distributions received from equity investees
|
349
|
|
|
361
|
|
||
Net change in film and television costs and advances
|
(33
|
)
|
|
(663
|
)
|
||
Equity-based compensation
|
213
|
|
|
208
|
|
||
Other
|
175
|
|
|
(29
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(208
|
)
|
|
(469
|
)
|
||
Inventories
|
129
|
|
|
134
|
|
||
Other assets
|
(110
|
)
|
|
(31
|
)
|
||
Accounts payable and other accrued liabilities
|
(847
|
)
|
|
(282
|
)
|
||
Income taxes
|
(271
|
)
|
|
(31
|
)
|
||
Cash provided by operations
|
4,773
|
|
|
3,739
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Investments in parks, resorts and other property
|
(1,905
|
)
|
|
(1,359
|
)
|
||
Sales of investments/proceeds from dispositions
|
81
|
|
|
366
|
|
||
Other
|
(3
|
)
|
|
(18
|
)
|
||
Cash used in investing activities
|
(1,827
|
)
|
|
(1,011
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Commercial paper borrowings, net
|
1,954
|
|
|
2,316
|
|
||
Borrowings
|
117
|
|
|
138
|
|
||
Reduction of borrowings
|
(1,953
|
)
|
|
(1,084
|
)
|
||
Dividends
|
(1,948
|
)
|
|
(1,508
|
)
|
||
Repurchases of common stock
|
(1,788
|
)
|
|
(3,254
|
)
|
||
Proceeds from exercise of stock options
|
235
|
|
|
295
|
|
||
Contributions from noncontrolling interest holders
|
829
|
|
|
441
|
|
||
Other
|
209
|
|
|
218
|
|
||
Cash used in financing activities
|
(2,345
|
)
|
|
(2,438
|
)
|
||
|
|
|
|
||||
Impact of exchange rates on cash and cash equivalents
|
(277
|
)
|
|
(143
|
)
|
||
|
|
|
|
||||
Increase in cash and cash equivalents
|
324
|
|
|
147
|
|
||
Cash and cash equivalents, beginning of period
|
3,421
|
|
|
3,931
|
|
||
Cash and cash equivalents, end of period
|
$
|
3,745
|
|
|
$
|
4,078
|
|
|
Quarter Ended
|
||||||||||||||||||||||
|
March 28, 2015
|
|
March 29, 2014
|
||||||||||||||||||||
|
Disney
Shareholders
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|
Disney
Shareholders
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||
Beginning balance
|
$
|
44,165
|
|
|
$
|
3,628
|
|
|
$
|
47,793
|
|
|
$
|
44,324
|
|
|
$
|
2,972
|
|
|
$
|
47,296
|
|
Comprehensive income
|
2,145
|
|
|
108
|
|
|
2,253
|
|
|
1,855
|
|
|
115
|
|
|
1,970
|
|
||||||
Equity compensation activity
|
244
|
|
|
—
|
|
|
244
|
|
|
246
|
|
|
—
|
|
|
246
|
|
||||||
Common stock repurchases
|
(485
|
)
|
|
—
|
|
|
(485
|
)
|
|
(1,536
|
)
|
|
—
|
|
|
(1,536
|
)
|
||||||
Contributions
|
—
|
|
|
478
|
|
|
478
|
|
|
—
|
|
|
261
|
|
|
261
|
|
||||||
Distributions and other
|
(31
|
)
|
|
(515
|
)
|
|
(546
|
)
|
|
—
|
|
|
(597
|
)
|
|
(597
|
)
|
||||||
Ending balance
|
$
|
46,038
|
|
|
$
|
3,699
|
|
|
$
|
49,737
|
|
|
$
|
44,889
|
|
|
$
|
2,751
|
|
|
$
|
47,640
|
|
|
Six Months Ended
|
||||||||||||||||||||||
|
March 28, 2015
|
|
March 29, 2014
|
||||||||||||||||||||
|
Disney
Shareholders
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|
Disney
Shareholders
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||
Beginning balance
|
$
|
44,958
|
|
|
$
|
3,220
|
|
|
$
|
48,178
|
|
|
$
|
45,429
|
|
|
$
|
2,721
|
|
|
$
|
48,150
|
|
Comprehensive income
|
4,415
|
|
|
150
|
|
|
4,565
|
|
|
3,738
|
|
|
187
|
|
|
3,925
|
|
||||||
Equity compensation activity
|
423
|
|
|
—
|
|
|
423
|
|
|
484
|
|
|
—
|
|
|
484
|
|
||||||
Dividends
|
(1,948
|
)
|
|
—
|
|
|
(1,948
|
)
|
|
(1,508
|
)
|
|
—
|
|
|
(1,508
|
)
|
||||||
Common stock repurchases
|
(1,788
|
)
|
|
—
|
|
|
(1,788
|
)
|
|
(3,254
|
)
|
|
—
|
|
|
(3,254
|
)
|
||||||
Contributions
|
—
|
|
|
829
|
|
|
829
|
|
|
—
|
|
|
441
|
|
|
441
|
|
||||||
Distributions and other
|
(22
|
)
|
|
(500
|
)
|
|
(522
|
)
|
|
—
|
|
|
(598
|
)
|
|
(598
|
)
|
||||||
Ending balance
|
$
|
46,038
|
|
|
$
|
3,699
|
|
|
$
|
49,737
|
|
|
$
|
44,889
|
|
|
$
|
2,751
|
|
|
$
|
47,640
|
|
1.
|
Principles of Consolidation
|
2.
|
Segment Information
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Media Networks
|
|
|
|
|
|
|
|
||||||||
Cable Networks
|
$
|
223
|
|
|
$
|
223
|
|
|
$
|
465
|
|
|
$
|
480
|
|
Broadcasting
|
(18
|
)
|
|
(6
|
)
|
|
(47
|
)
|
|
(24
|
)
|
||||
Equity in the income of investees included in
segment operating income
|
$
|
205
|
|
|
$
|
217
|
|
|
$
|
418
|
|
|
$
|
456
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
5,810
|
|
|
$
|
5,134
|
|
|
$
|
11,670
|
|
|
$
|
10,424
|
|
Parks and Resorts
|
3,760
|
|
|
3,562
|
|
|
7,670
|
|
|
7,159
|
|
||||
Studio Entertainment
|
1,685
|
|
|
1,800
|
|
|
3,543
|
|
|
3,693
|
|
||||
Consumer Products
|
971
|
|
|
885
|
|
|
2,350
|
|
|
2,011
|
|
||||
Interactive
|
235
|
|
|
268
|
|
|
619
|
|
|
671
|
|
||||
|
$
|
12,461
|
|
|
$
|
11,649
|
|
|
$
|
25,852
|
|
|
$
|
23,958
|
|
Segment operating income
(1)
:
|
|
|
|
|
|
|
|
||||||||
Media Networks
|
$
|
2,101
|
|
|
$
|
2,133
|
|
|
$
|
3,596
|
|
|
$
|
3,588
|
|
Parks and Resorts
|
566
|
|
|
457
|
|
|
1,371
|
|
|
1,128
|
|
||||
Studio Entertainment
|
427
|
|
|
475
|
|
|
971
|
|
|
884
|
|
||||
Consumer Products
|
362
|
|
|
274
|
|
|
988
|
|
|
704
|
|
||||
Interactive
|
26
|
|
|
14
|
|
|
101
|
|
|
69
|
|
||||
|
$
|
3,482
|
|
|
$
|
3,353
|
|
|
$
|
7,027
|
|
|
$
|
6,373
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Segment operating income
|
$
|
3,482
|
|
|
$
|
3,353
|
|
|
$
|
7,027
|
|
|
$
|
6,373
|
|
Corporate and unallocated shared expenses
|
(170
|
)
|
|
(155
|
)
|
|
(295
|
)
|
|
(271
|
)
|
||||
Restructuring and impairment charges
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(67
|
)
|
||||
Other expense, net
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(31
|
)
|
||||
Interest income/(expense), net
|
8
|
|
|
62
|
|
|
(50
|
)
|
|
111
|
|
||||
Income before income taxes
|
$
|
3,320
|
|
|
$
|
3,175
|
|
|
$
|
6,682
|
|
|
$
|
6,115
|
|
3.
|
Acquisitions
|
|
Media
Networks
|
|
Parks and
Resorts
|
|
Studio
Entertainment
|
|
Consumer
Products
|
|
Interactive
|
|
Total
|
||||||||||||
Balance at Sept. 27, 2014
|
$
|
16,378
|
|
|
$
|
291
|
|
|
$
|
6,856
|
|
|
$
|
2,967
|
|
|
$
|
1,389
|
|
|
$
|
27,881
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other, net
|
(12
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(4
|
)
|
|
(25
|
)
|
||||||
Balance at Mar. 28, 2015
|
$
|
16,366
|
|
|
$
|
291
|
|
|
$
|
6,847
|
|
|
$
|
2,966
|
|
|
$
|
1,385
|
|
|
$
|
27,855
|
|
4.
|
Dispositions and Other Expense
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Venezuelan foreign currency translation loss
|
$
|
—
|
|
|
$
|
(143
|
)
|
|
$
|
—
|
|
|
$
|
(143
|
)
|
Gain on sale of property
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||
Other
|
—
|
|
|
29
|
|
|
—
|
|
|
35
|
|
||||
Other expense, net
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
5.
|
Borrowings
|
|
September 27,
2014 |
|
Borrowings
|
|
Reductions of borrowings
|
|
Other
Activity
|
|
March 28,
2015 |
||||||||||
Commercial paper with original maturities less than three months
(1)
|
$
|
50
|
|
|
$
|
1,855
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,906
|
|
Commercial paper with original maturities greater than three months
|
—
|
|
|
1,822
|
|
|
(1,723
|
)
|
|
1
|
|
|
100
|
|
|||||
U.S. medium-term notes
|
13,713
|
|
|
—
|
|
|
(1,800
|
)
|
|
5
|
|
|
11,918
|
|
|||||
Foreign currency denominated debt
|
783
|
|
|
123
|
|
|
(149
|
)
|
|
(34
|
)
|
|
723
|
|
|||||
Other
|
294
|
|
|
—
|
|
|
(24
|
)
|
|
40
|
|
|
310
|
|
|||||
Total
|
$
|
14,840
|
|
|
$
|
3,800
|
|
|
$
|
(3,696
|
)
|
|
$
|
13
|
|
|
$
|
14,957
|
|
|
Committed
Capacity
|
|
Capacity
Used
|
|
Unused
Capacity
|
||||||
Facility expiring March 2016
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
Facility expiring June 2017
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Facility expiring March 2019
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Total
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
6,000
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Interest expense
|
$
|
(66
|
)
|
|
$
|
(67
|
)
|
|
$
|
(135
|
)
|
|
$
|
(148
|
)
|
Interest and investment income
|
74
|
|
|
129
|
|
|
85
|
|
|
259
|
|
||||
Interest income/(expense), net
|
$
|
8
|
|
|
$
|
62
|
|
|
$
|
(50
|
)
|
|
$
|
111
|
|
6.
|
International Theme Park Investments
|
|
As of March 28, 2015
|
||||||||||
|
Before
International
Theme Parks
Consolidation
|
|
International
Theme Parks
and Adjustments
|
|
Total
|
||||||
Cash and cash equivalents
|
$
|
2,778
|
|
|
$
|
967
|
|
|
$
|
3,745
|
|
Other current assets
|
11,644
|
|
|
257
|
|
|
11,901
|
|
|||
Total current assets
|
14,422
|
|
|
1,224
|
|
|
15,646
|
|
|||
Investments/Advances
|
6,844
|
|
|
(4,269
|
)
|
|
2,575
|
|
|||
Parks, resorts and other property
|
17,030
|
|
|
6,732
|
|
|
23,762
|
|
|||
Other assets
|
43,674
|
|
|
58
|
|
|
43,732
|
|
|||
Total assets
|
$
|
81,970
|
|
|
$
|
3,745
|
|
|
$
|
85,715
|
|
|
|
|
|
|
|
||||||
Current portion of borrowings
|
$
|
2,771
|
|
|
$
|
—
|
|
|
$
|
2,771
|
|
Other current liabilities
|
10,243
|
|
|
396
|
|
|
10,639
|
|
|||
Total current liabilities
|
13,014
|
|
|
396
|
|
|
13,410
|
|
|||
Borrowings
|
11,928
|
|
|
258
|
|
|
12,186
|
|
|||
Deferred income taxes and other long-term liabilities
|
10,205
|
|
|
177
|
|
|
10,382
|
|
|||
Equity
|
46,823
|
|
|
2,914
|
|
|
49,737
|
|
|||
Total liabilities and equity
|
$
|
81,970
|
|
|
$
|
3,745
|
|
|
$
|
85,715
|
|
|
As of September 27, 2014
|
||||||||||
|
Before
International
Theme Parks
Consolidation
|
|
International
Theme Parks
and Adjustments
|
|
Total
|
||||||
Cash and cash equivalents
|
$
|
2,645
|
|
|
$
|
776
|
|
|
$
|
3,421
|
|
Other current assets
|
11,452
|
|
|
303
|
|
|
11,755
|
|
|||
Total current assets
|
14,097
|
|
|
1,079
|
|
|
15,176
|
|
|||
Investments/Advances
|
6,627
|
|
|
(3,931
|
)
|
|
2,696
|
|
|||
Parks, resorts and other property
|
17,081
|
|
|
6,251
|
|
|
23,332
|
|
|||
Other assets
|
42,958
|
|
|
24
|
|
|
42,982
|
|
|||
Total assets
|
$
|
80,763
|
|
|
$
|
3,423
|
|
|
$
|
84,186
|
|
|
|
|
|
|
|
||||||
Current portion of borrowings
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
2,164
|
|
Other current liabilities
|
10,318
|
|
|
810
|
|
|
11,128
|
|
|||
Total current liabilities
|
12,482
|
|
|
810
|
|
|
13,292
|
|
|||
Borrowings
|
12,423
|
|
|
253
|
|
|
12,676
|
|
|||
Deferred income taxes and other long-term liabilities
|
9,859
|
|
|
181
|
|
|
10,040
|
|
|||
Equity
|
45,999
|
|
|
2,179
|
|
|
48,178
|
|
|||
Total liabilities and equity
|
$
|
80,763
|
|
|
$
|
3,423
|
|
|
$
|
84,186
|
|
|
Before
International
Theme Parks
Consolidation
(1)
|
|
International
Theme Parks
and Adjustments
|
|
Total
|
||||||
Revenues
|
$
|
24,838
|
|
|
$
|
1,014
|
|
|
$
|
25,852
|
|
Cost and expenses
|
(18,409
|
)
|
|
(1,129
|
)
|
|
(19,538
|
)
|
|||
Other income/(expense), net
|
(31
|
)
|
|
31
|
|
|
—
|
|
|||
Interest expense, net
|
(12
|
)
|
|
(38
|
)
|
|
(50
|
)
|
|||
Equity in the income of investees
|
333
|
|
|
85
|
|
|
418
|
|
|||
Income before income taxes
|
6,719
|
|
|
(37
|
)
|
|
6,682
|
|
|||
Income taxes
|
(2,210
|
)
|
|
—
|
|
|
(2,210
|
)
|
|||
Net income
|
$
|
4,509
|
|
|
$
|
(37
|
)
|
|
$
|
4,472
|
|
(1)
|
These amounts include the International Theme Parks under the equity method of accounting. As such, royalty and management fee income from these operations is included in Revenues and our share of their net income/(loss) is included in Equity in the income of investees. There were
$29 million
of royalties and management fees recognized for the
six months
ended
March 28, 2015
.
|
|
Before
International
Theme Parks
Consolidation
|
|
International
Theme Parks
and Adjustments
|
|
Total
|
||||||
Cash provided by operations
|
$
|
4,788
|
|
|
$
|
(15
|
)
|
|
$
|
4,773
|
|
Investments in parks, resorts and other property
|
(851
|
)
|
|
(1,054
|
)
|
|
(1,905
|
)
|
|||
Cash (used in)/provided by other investing activities
|
(432
|
)
|
|
510
|
|
|
78
|
|
|||
Cash (used in)/provided by financing activities
|
(3,125
|
)
|
|
780
|
|
|
(2,345
|
)
|
|||
Impact of exchange rates on cash and cash equivalents
|
(247
|
)
|
|
(30
|
)
|
|
(277
|
)
|
|||
Change in cash and cash equivalents
|
133
|
|
|
191
|
|
|
324
|
|
|||
Cash and cash equivalents, beginning of period
|
2,645
|
|
|
776
|
|
|
3,421
|
|
|||
Cash and cash equivalents, end of period
|
$
|
2,778
|
|
|
$
|
967
|
|
|
$
|
3,745
|
|
•
|
An equity rights offering completed in February 2015, which raised
€0.4 billion
in cash proceeds of which the Company funded
€0.2 billion
. The Company purchased shares that were unsubscribed by other Disneyland Paris shareholders, which increased the Company’s effective ownership by approximately
four
percentage points.
|
•
|
In February 2015, the Company converted
€0.6 billion
of its loans to Disneyland Paris into equity at a conversion price of
€1.25
per share. The conversion increased the Company’s effective ownership by an additional
23
percentage points. In addition, the Company replaced its existing lines of credit with Disneyland Paris with a new
€350 million
line of credit bearing interest at EURIBOR plus
2.0%
and maturing in
2023
. The prior lines of credit were repaid, and there is no outstanding balance under the new line of credit at
March 28, 2015
. As of March 28, 2015, the total outstanding balance of loans provided by the Company to Disneyland Paris was
€1.0 billion
.
|
•
|
Following regulatory approval, the Company opened a mandatory tender offer to the other Disneyland Paris shareholders in April 2015 to purchase their shares at
€1.25
per share, and the Company may be required to purchase up to an additional
€0.3 billion
in shares. There was an appeal to the regulatory approval, and the tender offer will remain outstanding during the appeal process.
|
•
|
Following the completion of the mandatory tender offer and to offset the dilution caused by the loan conversion, the Company will offer the right to Disneyland Paris shareholders to purchase shares from the Company at
€1.25
.
|
7.
|
Pension and Other Benefit Programs
|
|
Pension Plans
|
|
Postretirement Medical Plans
|
||||||||||||||||||||||||||||
|
Quarter Ended
|
|
Six Months Ended
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||||||||||
Service costs
|
$
|
83
|
|
|
$
|
71
|
|
|
$
|
166
|
|
|
$
|
142
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
5
|
|
Interest costs
|
131
|
|
|
122
|
|
|
262
|
|
|
244
|
|
|
17
|
|
|
17
|
|
|
34
|
|
|
33
|
|
||||||||
Expected return on
plan assets
|
(178
|
)
|
|
(162
|
)
|
|
(356
|
)
|
|
(323
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(19
|
)
|
|
(18
|
)
|
||||||||
Amortization of prior-
year service costs
|
4
|
|
|
3
|
|
|
8
|
|
|
7
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Recognized net
actuarial loss/(gain)
|
61
|
|
|
37
|
|
|
123
|
|
|
73
|
|
|
2
|
|
|
(2
|
)
|
|
5
|
|
|
(4
|
)
|
||||||||
Net periodic benefit
cost
|
$
|
101
|
|
|
$
|
71
|
|
|
$
|
203
|
|
|
$
|
143
|
|
|
$
|
12
|
|
|
$
|
7
|
|
|
$
|
26
|
|
|
$
|
15
|
|
8.
|
Earnings Per Share
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||
Shares (in millions):
|
|
|
|
|
|
|
|
||||
Weighted average number of common and
common equivalent shares outstanding (basic)
|
1,699
|
|
|
1,750
|
|
|
1,700
|
|
|
1,756
|
|
Weighted average dilutive impact of Awards
|
16
|
|
|
20
|
|
|
16
|
|
|
21
|
|
Weighted average number of common and common
equivalent shares outstanding (diluted)
|
1,715
|
|
|
1,770
|
|
|
1,716
|
|
|
1,777
|
|
Awards excluded from diluted earnings per share
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
9.
|
Equity
|
|
|
|
|
|
Unrecognized
Pension and Postretirement Medical Expense |
|
Foreign
Currency Translation and Other |
|
AOCI
|
||||||||||
|
Market Value Adjustments
|
|
|||||||||||||||||
|
Investments, net
|
|
Cash Flow Hedges
|
|
|||||||||||||||
Balance at December 27, 2014
|
$
|
84
|
|
|
$
|
339
|
|
|
$
|
(2,152
|
)
|
|
$
|
(151
|
)
|
|
$
|
(1,880
|
)
|
Quarter Ended March 28, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising
during the period
|
(24
|
)
|
|
183
|
|
|
(9
|
)
|
|
(72
|
)
|
|
78
|
|
|||||
Reclassifications of net (gains)
losses to net income
|
(30
|
)
|
|
(54
|
)
|
|
43
|
|
|
—
|
|
|
(41
|
)
|
|||||
Balance at March 28, 2015
|
$
|
30
|
|
|
$
|
468
|
|
|
$
|
(2,118
|
)
|
|
$
|
(223
|
)
|
|
$
|
(1,843
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 28, 2013
|
$
|
76
|
|
|
$
|
114
|
|
|
$
|
(1,246
|
)
|
|
$
|
(88
|
)
|
|
$
|
(1,144
|
)
|
Quarter Ended March 29, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising
during the period
|
22
|
|
|
(43
|
)
|
|
15
|
|
|
(1
|
)
|
|
(7
|
)
|
|||||
Reclassifications of net (gains)
losses to net income
|
(58
|
)
|
|
(21
|
)
|
|
24
|
|
|
—
|
|
|
(55
|
)
|
|||||
Balance at March 29, 2014
|
$
|
40
|
|
|
$
|
50
|
|
|
$
|
(1,207
|
)
|
|
$
|
(89
|
)
|
|
$
|
(1,206
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at September 27, 2014
|
$
|
100
|
|
|
$
|
204
|
|
|
$
|
(2,196
|
)
|
|
$
|
(76
|
)
|
|
$
|
(1,968
|
)
|
Six Months Ended March 28, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising
during the period
|
(40
|
)
|
|
359
|
|
|
(9
|
)
|
|
(147
|
)
|
|
163
|
|
|||||
Reclassifications of net (gains)
losses to net income
|
(30
|
)
|
|
(95
|
)
|
|
87
|
|
|
—
|
|
|
(38
|
)
|
|||||
Balance at March 28, 2015
|
$
|
30
|
|
|
$
|
468
|
|
|
$
|
(2,118
|
)
|
|
$
|
(223
|
)
|
|
$
|
(1,843
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at September 28, 2013
|
$
|
95
|
|
|
$
|
83
|
|
|
$
|
(1,271
|
)
|
|
$
|
(94
|
)
|
|
$
|
(1,187
|
)
|
Six Months Ended March 29, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) arising
during the period
|
40
|
|
|
(2
|
)
|
|
15
|
|
|
5
|
|
|
58
|
|
|||||
Reclassifications of net (gains)
losses to net income
|
(95
|
)
|
|
(31
|
)
|
|
49
|
|
|
—
|
|
|
(77
|
)
|
|||||
Balance at March 29, 2014
|
$
|
40
|
|
|
$
|
50
|
|
|
$
|
(1,207
|
)
|
|
$
|
(89
|
)
|
|
$
|
(1,206
|
)
|
Gains/(losses) in net income:
|
|
Affected line item in the
Condensed Consolidated
Statements of Income:
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||||
Investments, net
|
|
Interest income/(expense), net
|
|
$
|
48
|
|
|
$
|
92
|
|
|
$
|
48
|
|
|
$
|
151
|
|
Estimated tax
|
|
Income taxes
|
|
(18
|
)
|
|
(34
|
)
|
|
(18
|
)
|
|
(56
|
)
|
||||
|
|
|
|
30
|
|
|
58
|
|
|
30
|
|
|
95
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
Primarily revenue
|
|
86
|
|
|
33
|
|
|
151
|
|
|
49
|
|
||||
Estimated tax
|
|
Income taxes
|
|
(32
|
)
|
|
(12
|
)
|
|
(56
|
)
|
|
(18
|
)
|
||||
|
|
|
|
54
|
|
|
21
|
|
|
95
|
|
|
31
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement
medical expense
|
|
Costs and expenses
|
|
(68
|
)
|
|
(38
|
)
|
|
(138
|
)
|
|
(78
|
)
|
||||
Estimated tax
|
|
Income taxes
|
|
25
|
|
|
14
|
|
|
51
|
|
|
29
|
|
||||
|
|
|
|
(43
|
)
|
|
(24
|
)
|
|
(87
|
)
|
|
(49
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
|
|
$
|
41
|
|
|
$
|
55
|
|
|
$
|
38
|
|
|
$
|
77
|
|
10.
|
Equity-Based Compensation
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Stock options/rights
(1)
|
$
|
27
|
|
|
$
|
26
|
|
|
$
|
52
|
|
|
$
|
51
|
|
RSUs
|
83
|
|
|
86
|
|
|
162
|
|
|
160
|
|
||||
Total equity-based compensation expense
(2)
|
$
|
110
|
|
|
$
|
112
|
|
|
$
|
214
|
|
|
$
|
211
|
|
Equity-based compensation expense capitalized
during the period
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
29
|
|
|
$
|
29
|
|
(1)
|
Includes stock appreciation rights.
|
(2)
|
Equity-based compensation expense is net of capitalized equity-based compensation and excludes amortization of previously capitalized equity-based compensation costs. During the quarter and
six months
ended
March 28, 2015
, amortization of previously capitalized equity-based compensation totaled
$9 million
and
$18 million
, respectively. During the quarter and
six months
ended
March 29, 2014
, amortization of previously capitalized equity-based compensation totaled
$14 million
and
$27 million
, respectively.
|
11.
|
Commitments and Contingencies
|
|
Fair Value Measurement at March 28, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
||||
Foreign exchange
|
—
|
|
|
1,327
|
|
|
—
|
|
|
1,327
|
|
||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Foreign exchange
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
||||
Other
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(198
|
)
|
||||
Total recorded at fair value
|
$
|
79
|
|
|
$
|
1,044
|
|
|
$
|
(198
|
)
|
|
$
|
925
|
|
Fair value of borrowings
|
$
|
—
|
|
|
$
|
14,656
|
|
|
$
|
816
|
|
|
$
|
15,472
|
|
|
Fair Value Measurement at September 27, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
||||
Foreign exchange
|
—
|
|
|
621
|
|
|
—
|
|
|
621
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
||||
Foreign exchange
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(198
|
)
|
||||
Total recorded at fair value
|
$
|
100
|
|
|
$
|
542
|
|
|
$
|
(198
|
)
|
|
$
|
444
|
|
Fair value of borrowings
|
$
|
—
|
|
|
$
|
14,374
|
|
|
$
|
901
|
|
|
$
|
15,275
|
|
|
As of March 28, 2015
|
||||||||||||||
|
Current
Assets
|
|
Other Assets
|
|
Other
Accrued
Liabilities
|
|
Other Long-
Term
Liabilities
|
||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
$
|
562
|
|
|
$
|
371
|
|
|
$
|
(113
|
)
|
|
$
|
(16
|
)
|
Interest rate
|
—
|
|
|
104
|
|
|
(20
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
1
|
|
|
(16
|
)
|
|
(5
|
)
|
||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
180
|
|
|
214
|
|
|
(160
|
)
|
|
(11
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||
Gross fair value of derivatives
|
742
|
|
|
690
|
|
|
(309
|
)
|
|
(79
|
)
|
||||
Counterparty netting
|
(280
|
)
|
|
(45
|
)
|
|
299
|
|
|
26
|
|
||||
Cash collateral (received)/posted
|
(330
|
)
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
||||
Net derivative positions
|
$
|
132
|
|
|
$
|
364
|
|
|
$
|
(10
|
)
|
|
$
|
(53
|
)
|
|
As of September 27, 2014
|
||||||||||||||
|
Current
Assets
|
|
Other Assets
|
|
Other
Accrued
Liabilities
|
|
Other Long-
Term
Liabilities
|
||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
$
|
251
|
|
|
$
|
160
|
|
|
$
|
(54
|
)
|
|
$
|
(8
|
)
|
Interest rate
|
—
|
|
|
117
|
|
|
(75
|
)
|
|
—
|
|
||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
|
171
|
|
|
39
|
|
|
(59
|
)
|
|
—
|
|
||||
Gross fair value of derivatives
|
422
|
|
|
316
|
|
|
(188
|
)
|
|
(8
|
)
|
||||
Counterparty netting
|
(144
|
)
|
|
(18
|
)
|
|
154
|
|
|
8
|
|
||||
Cash collateral (received)/posted
|
(80
|
)
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
||||
Net derivative positions
|
$
|
198
|
|
|
$
|
179
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Gain (loss) on interest rate swaps
|
$
|
34
|
|
|
$
|
15
|
|
|
$
|
44
|
|
|
$
|
(16
|
)
|
Gain (loss) on hedged borrowings
|
(34
|
)
|
|
(15
|
)
|
|
(44
|
)
|
|
16
|
|
|
Costs and Expenses
|
|
Interest Income/(Expense), net
|
||||||||||||||||||||||||||||
|
Quarter Ended
|
|
Six Months Ended
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||||||||||
Net gains (losses) on foreign currency denominated assets and liabilities
|
$
|
(333
|
)
|
|
$
|
(5
|
)
|
|
$
|
(548
|
)
|
|
$
|
4
|
|
|
$
|
19
|
|
|
$
|
6
|
|
|
$
|
31
|
|
|
$
|
18
|
|
Net gains (losses) on foreign exchange risk management contracts not designated as hedges
|
310
|
|
|
(22
|
)
|
|
515
|
|
|
(44
|
)
|
|
(17
|
)
|
|
(11
|
)
|
|
(29
|
)
|
|
(21
|
)
|
||||||||
Net gains (losses)
|
$
|
(23
|
)
|
|
$
|
(27
|
)
|
|
$
|
(33
|
)
|
|
$
|
(40
|
)
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions, except per share data)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse)
|
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Services
|
$
|
10,552
|
|
|
$
|
9,601
|
|
|
10
|
%
|
|
$
|
21,279
|
|
|
$
|
19,458
|
|
|
9
|
%
|
Products
|
1,909
|
|
|
2,048
|
|
|
(7)
|
%
|
|
4,573
|
|
|
4,500
|
|
|
2
|
%
|
||||
Total revenues
|
12,461
|
|
|
11,649
|
|
|
7
|
%
|
|
25,852
|
|
|
23,958
|
|
|
8
|
%
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of services (exclusive of depreciation and amortization)
|
(5,543
|
)
|
|
(4,786
|
)
|
|
(16)
|
%
|
|
(11,677
|
)
|
|
(10,400
|
)
|
|
(12)
|
%
|
||||
Cost of products (exclusive of depreciation and amortization)
|
(1,147
|
)
|
|
(1,186
|
)
|
|
3
|
%
|
|
(2,669
|
)
|
|
(2,637
|
)
|
|
(1)
|
%
|
||||
Selling, general, administrative and other
|
(2,081
|
)
|
|
(2,116
|
)
|
|
2
|
%
|
|
(4,016
|
)
|
|
(4,134
|
)
|
|
3
|
%
|
||||
Depreciation and amortization
|
(584
|
)
|
|
(580
|
)
|
|
(1)
|
%
|
|
(1,176
|
)
|
|
(1,141
|
)
|
|
(3)
|
%
|
||||
Total costs and expenses
|
(9,355
|
)
|
|
(8,668
|
)
|
|
(8)
|
%
|
|
(19,538
|
)
|
|
(18,312
|
)
|
|
(7)
|
%
|
||||
Restructuring and impairment charges
|
—
|
|
|
(48
|
)
|
|
nm
|
|
|
—
|
|
|
(67
|
)
|
|
nm
|
|
||||
Other expense, net
|
—
|
|
|
(37
|
)
|
|
nm
|
|
|
—
|
|
|
(31
|
)
|
|
nm
|
|
||||
Interest income/(expense), net
|
8
|
|
|
62
|
|
|
(87)
|
%
|
|
(50
|
)
|
|
111
|
|
|
nm
|
|
||||
Equity in the income of investees
|
206
|
|
|
217
|
|
|
(5)
|
%
|
|
418
|
|
|
456
|
|
|
(8)
|
%
|
||||
Income before income taxes
|
3,320
|
|
|
3,175
|
|
|
5
|
%
|
|
6,682
|
|
|
6,115
|
|
|
9
|
%
|
||||
Income taxes
|
(1,092
|
)
|
|
(1,119
|
)
|
|
2
|
%
|
|
(2,210
|
)
|
|
(2,155
|
)
|
|
(3)
|
%
|
||||
Net income
|
2,228
|
|
|
2,056
|
|
|
8
|
%
|
|
4,472
|
|
|
3,960
|
|
|
13
|
%
|
||||
Less: Net income attributable to noncontrolling interests
|
(120
|
)
|
|
(139
|
)
|
|
14
|
%
|
|
(182
|
)
|
|
(203
|
)
|
|
10
|
%
|
||||
Net income attributable to Disney
|
$
|
2,108
|
|
|
$
|
1,917
|
|
|
10
|
%
|
|
$
|
4,290
|
|
|
$
|
3,757
|
|
|
14
|
%
|
Diluted earnings per share attributable to Disney
|
$
|
1.23
|
|
|
$
|
1.08
|
|
|
14
|
%
|
|
$
|
2.50
|
|
|
$
|
2.11
|
|
|
18
|
%
|
|
Quarter Ended
|
||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
||||
Venezuelan foreign currency translation loss
|
$
|
—
|
|
|
$
|
(143
|
)
|
Gain on sale of property
|
—
|
|
|
77
|
|
||
Other
|
—
|
|
|
29
|
|
||
Other expense, net
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
Quarter Ended
|
|
|
|||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
% Change
Better/(Worse)
|
|||||
Interest expense
|
$
|
(66
|
)
|
|
$
|
(67
|
)
|
|
1
|
%
|
Interest and investment income
|
74
|
|
|
129
|
|
|
(43
|
)%
|
||
Interest income, net
|
$
|
8
|
|
|
$
|
62
|
|
|
(87
|
)%
|
|
Quarter Ended
|
|
|
||||||
|
March 28, 2015
|
|
March 29, 2014
|
|
Change
Better/(Worse)
|
||||
Effective income tax rate
|
32.9
|
%
|
|
35.2
|
%
|
|
2.3
|
|
ppt
|
|
Quarter Ended
|
|
|
|||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
% Change
Better/(Worse)
|
|||||
Net income attributable to noncontrolling interests
|
$
|
120
|
|
|
$
|
139
|
|
|
14
|
%
|
|
Six Months Ended
|
|
|
|||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
% Change
Better/(Worse) |
|||||
Interest expense
|
$
|
(135
|
)
|
|
$
|
(148
|
)
|
|
9
|
%
|
Interest and investment income
|
85
|
|
|
259
|
|
|
(67
|
)%
|
||
Interest income/(expense), net
|
$
|
(50
|
)
|
|
$
|
111
|
|
|
nm
|
|
|
Six Months Ended
|
|
|
||||
|
March 28, 2015
|
|
March 29, 2014
|
|
Change
Better/(Worse)
|
||
Effective income tax rate
|
33.1%
|
|
35.2%
|
|
2.1
|
|
ppt
|
|
Six Months Ended
|
|
|
|||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
% Change
Better/(Worse)
|
|||||
Net income attributable to noncontrolling interests
|
$
|
182
|
|
|
$
|
203
|
|
|
10
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Media Networks
|
$
|
5,810
|
|
|
$
|
5,134
|
|
|
13
|
%
|
|
$
|
11,670
|
|
|
$
|
10,424
|
|
|
12
|
%
|
Parks and Resorts
|
3,760
|
|
|
3,562
|
|
|
6
|
%
|
|
7,670
|
|
|
7,159
|
|
|
7
|
%
|
||||
Studio Entertainment
|
1,685
|
|
|
1,800
|
|
|
(6)
|
%
|
|
3,543
|
|
|
3,693
|
|
|
(4
|
)%
|
||||
Consumer Products
|
971
|
|
|
885
|
|
|
10
|
%
|
|
2,350
|
|
|
2,011
|
|
|
17
|
%
|
||||
Interactive
|
235
|
|
|
268
|
|
|
(12)
|
%
|
|
619
|
|
|
671
|
|
|
(8
|
)%
|
||||
|
$
|
12,461
|
|
|
$
|
11,649
|
|
|
7
|
%
|
|
$
|
25,852
|
|
|
$
|
23,958
|
|
|
8
|
%
|
Segment operating income
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Media Networks
|
$
|
2,101
|
|
|
$
|
2,133
|
|
|
(2)
|
%
|
|
$
|
3,596
|
|
|
$
|
3,588
|
|
|
—
|
%
|
Parks and Resorts
|
566
|
|
|
457
|
|
|
24
|
%
|
|
1,371
|
|
|
1,128
|
|
|
22
|
%
|
||||
Studio Entertainment
|
427
|
|
|
475
|
|
|
(10)
|
%
|
|
971
|
|
|
884
|
|
|
10
|
%
|
||||
Consumer Products
|
362
|
|
|
274
|
|
|
32
|
%
|
|
988
|
|
|
704
|
|
|
40
|
%
|
||||
Interactive
|
26
|
|
|
14
|
|
|
86
|
%
|
|
101
|
|
|
69
|
|
|
46
|
%
|
||||
|
$
|
3,482
|
|
|
$
|
3,353
|
|
|
4
|
%
|
|
$
|
7,027
|
|
|
$
|
6,373
|
|
|
10
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
||||||||||
Segment operating income
|
$
|
3,482
|
|
|
$
|
3,353
|
|
|
4
|
%
|
|
$
|
7,027
|
|
|
$
|
6,373
|
|
|
10
|
%
|
Corporate and unallocated shared expenses
|
(170
|
)
|
|
(155
|
)
|
|
(10)
|
%
|
|
(295
|
)
|
|
(271
|
)
|
|
(9)
|
%
|
||||
Restructuring and impairment charges
|
—
|
|
|
(48
|
)
|
|
nm
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
%
|
||||
Other expense, net
|
—
|
|
|
(37
|
)
|
|
nm
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
%
|
||||
Interest income/(expense), net
|
8
|
|
|
62
|
|
|
(87)
|
%
|
|
(50
|
)
|
|
111
|
|
|
nm
|
|
||||
Income before income taxes
|
$
|
3,320
|
|
|
$
|
3,175
|
|
|
5
|
%
|
|
$
|
6,682
|
|
|
$
|
6,115
|
|
|
9
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
||||||||||
Media Networks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cable Networks
|
$
|
38
|
|
|
$
|
35
|
|
|
(9)
|
%
|
|
$
|
75
|
|
|
$
|
68
|
|
|
(10)
|
%
|
Broadcasting
|
26
|
|
|
24
|
|
|
(8)
|
%
|
|
47
|
|
|
47
|
|
|
—
|
%
|
||||
Total Media Networks
|
64
|
|
|
59
|
|
|
(8)
|
%
|
|
122
|
|
|
115
|
|
|
(6)
|
%
|
||||
Parks and Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
289
|
|
|
282
|
|
|
(2)
|
%
|
|
586
|
|
|
561
|
|
|
(4)
|
%
|
||||
International
|
85
|
|
|
87
|
|
|
2
|
%
|
|
174
|
|
|
173
|
|
|
(1)
|
%
|
||||
Total Parks and Resorts
|
374
|
|
|
369
|
|
|
(1)
|
%
|
|
760
|
|
|
734
|
|
|
(4)
|
%
|
||||
Studio Entertainment
|
14
|
|
|
13
|
|
|
(8)
|
%
|
|
28
|
|
|
25
|
|
|
(12)
|
%
|
||||
Consumer Products
|
14
|
|
|
21
|
|
|
33
|
%
|
|
27
|
|
|
33
|
|
|
18
|
%
|
||||
Interactive
|
3
|
|
|
3
|
|
|
—
|
%
|
|
6
|
|
|
4
|
|
|
(50)
|
%
|
||||
Corporate
|
61
|
|
|
58
|
|
|
(5)
|
%
|
|
122
|
|
|
116
|
|
|
(5)
|
%
|
||||
Total depreciation expense
|
$
|
530
|
|
|
$
|
523
|
|
|
(1)
|
%
|
|
$
|
1,065
|
|
|
$
|
1,027
|
|
|
(4)
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
||||||||||
Media Networks
|
$
|
5
|
|
|
$
|
3
|
|
|
(67)
|
%
|
|
$
|
10
|
|
|
$
|
5
|
|
|
(100)
|
%
|
Parks and Resorts
|
1
|
|
|
—
|
|
|
nm
|
|
|
2
|
|
|
1
|
|
|
(100)
|
%
|
||||
Studio Entertainment
|
20
|
|
|
25
|
|
|
20
|
%
|
|
41
|
|
|
48
|
|
|
15
|
%
|
||||
Consumer Products
|
25
|
|
|
26
|
|
|
4
|
%
|
|
52
|
|
|
54
|
|
|
4
|
%
|
||||
Interactive
|
3
|
|
|
3
|
|
|
—
|
%
|
|
6
|
|
|
6
|
|
|
—
|
%
|
||||
Total amortization of intangible assets
|
$
|
54
|
|
|
$
|
57
|
|
|
5
|
%
|
|
$
|
111
|
|
|
$
|
114
|
|
|
3
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate Fees
|
$
|
3,032
|
|
|
$
|
2,671
|
|
|
14
|
%
|
Advertising
|
1,968
|
|
|
1,804
|
|
|
9
|
%
|
||
Other
|
810
|
|
|
659
|
|
|
23
|
%
|
||
Total revenues
|
5,810
|
|
|
5,134
|
|
|
13
|
%
|
||
Operating expenses
|
(3,140
|
)
|
|
(2,523
|
)
|
|
(24)
|
%
|
||
Selling, general, administrative and other
|
(705
|
)
|
|
(633
|
)
|
|
(11)
|
%
|
||
Depreciation and amortization
|
(69
|
)
|
|
(62
|
)
|
|
(11)
|
%
|
||
Equity in the income of investees
|
205
|
|
|
217
|
|
|
(6)
|
%
|
||
Operating Income
|
$
|
2,101
|
|
|
$
|
2,133
|
|
|
(2)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
4,030
|
|
|
$
|
3,633
|
|
|
11
|
%
|
Broadcasting
|
1,780
|
|
|
1,501
|
|
|
19
|
%
|
||
|
$
|
5,810
|
|
|
$
|
5,134
|
|
|
13
|
%
|
Segment operating income
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
1,799
|
|
|
$
|
1,974
|
|
|
(9)
|
%
|
Broadcasting
|
302
|
|
|
159
|
|
|
90
|
%
|
||
|
$
|
2,101
|
|
|
$
|
2,133
|
|
|
(2)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Domestic
|
$
|
3,236
|
|
|
$
|
2,990
|
|
|
8
|
%
|
International
|
524
|
|
|
572
|
|
|
(8)
|
%
|
||
Total revenues
|
3,760
|
|
|
3,562
|
|
|
6
|
%
|
||
Operating expenses
|
(2,363
|
)
|
|
(2,248
|
)
|
|
(5)
|
%
|
||
Selling, general, administrative and other
|
(456
|
)
|
|
(488
|
)
|
|
7
|
%
|
||
Depreciation and amortization
|
(375
|
)
|
|
(369
|
)
|
|
(2)
|
%
|
||
Operating Income
|
$
|
566
|
|
|
$
|
457
|
|
|
24
|
%
|
|
Domestic
|
|
International
(2)
|
|
Total
|
||||||||||||||||||
|
Quarter Ended
|
|
Quarter Ended
|
|
Quarter Ended
|
||||||||||||||||||
|
Mar. 28, 2015
|
|
Mar. 29, 2014
|
|
Mar. 28, 2015
|
|
Mar. 29, 2014
|
|
Mar. 28, 2015
|
|
Mar. 29, 2014
|
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/(decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
2
|
%
|
|
3
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
3
|
%
|
||||||
Per Capita Guest Spending
|
7
|
%
|
|
4
|
%
|
|
8
|
%
|
|
5
|
%
|
|
7
|
%
|
|
5
|
%
|
||||||
Hotels
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
89
|
%
|
|
86
|
%
|
|
78
|
%
|
|
75
|
%
|
|
87
|
%
|
|
84
|
%
|
||||||
Available Room Nights (in thousands)
|
2,596
|
|
|
2,625
|
|
|
609
|
|
|
609
|
|
|
3,205
|
|
|
3,234
|
|
||||||
Per Room Guest Spending
|
|
$292
|
|
|
|
$275
|
|
|
|
$267
|
|
|
|
$267
|
|
|
|
$288
|
|
|
|
$273
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
|
(2)
|
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the fiscal 2014 second quarter average foreign exchange rate. The euro to U.S. dollar weighted average foreign currency exchange rate was $1.14 and $1.37 for the quarters ended
March 28, 2015
and
March 29, 2014
, respectively.
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
434
|
|
|
$
|
467
|
|
|
(7)
|
%
|
Home entertainment
|
457
|
|
|
624
|
|
|
(27)
|
%
|
||
TV/SVOD distribution and other
|
794
|
|
|
709
|
|
|
12
|
%
|
||
Total revenues
|
1,685
|
|
|
1,800
|
|
|
(6)
|
%
|
||
Operating expenses
|
(666
|
)
|
|
(669
|
)
|
|
—
|
%
|
||
Selling, general, administrative and other
|
(558
|
)
|
|
(618
|
)
|
|
10
|
%
|
||
Depreciation and amortization
|
(34
|
)
|
|
(38
|
)
|
|
11
|
%
|
||
Operating Income
|
$
|
427
|
|
|
$
|
475
|
|
|
(10)
|
%
|
|
Quarter Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Licensing and publishing
|
$
|
647
|
|
|
$
|
572
|
|
|
13
|
%
|
Retail and other
|
324
|
|
|
313
|
|
|
4
|
%
|
||
Total revenues
|
971
|
|
|
885
|
|
|
10
|
%
|
||
Operating expenses
|
(388
|
)
|
|
(383
|
)
|
|
(1)
|
%
|
||
Selling, general, administrative and other
|
(182
|
)
|
|
(181
|
)
|
|
(1)
|
%
|
||
Depreciation and amortization
|
(39
|
)
|
|
(47
|
)
|
|
17
|
%
|
||
Operating Income
|
$
|
362
|
|
|
$
|
274
|
|
|
32
|
%
|
|
Quarter Ended
(1)
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Games
|
$
|
187
|
|
|
$
|
211
|
|
|
(11)
|
%
|
Other content
|
48
|
|
|
57
|
|
|
(16)
|
%
|
||
Total revenues
|
235
|
|
|
268
|
|
|
(12)
|
%
|
||
Operating expenses
|
(133
|
)
|
|
(149
|
)
|
|
11
|
%
|
||
Selling, general, administrative and other
|
(70
|
)
|
|
(99
|
)
|
|
29
|
%
|
||
Depreciation and amortization
|
(6
|
)
|
|
(6
|
)
|
|
—
|
%
|
||
Operating Income
|
$
|
26
|
|
|
$
|
14
|
|
|
86
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Affiliate Fees
|
$
|
5,886
|
|
|
$
|
5,055
|
|
|
16
|
%
|
Advertising
|
4,270
|
|
|
4,137
|
|
|
3
|
%
|
||
Other
|
1,514
|
|
|
1,232
|
|
|
23
|
%
|
||
Total revenues
|
11,670
|
|
|
10,424
|
|
|
12
|
%
|
||
Operating expenses
|
(7,030
|
)
|
|
(5,960
|
)
|
|
(18)
|
%
|
||
Selling, general, administrative and other
|
(1,330
|
)
|
|
(1,212
|
)
|
|
(10)
|
%
|
||
Depreciation and amortization
|
(132
|
)
|
|
(120
|
)
|
|
(10)
|
%
|
||
Equity in the income of investees
|
418
|
|
|
456
|
|
|
(8)
|
%
|
||
Operating Income
|
$
|
3,596
|
|
|
$
|
3,588
|
|
|
—
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
8,196
|
|
|
$
|
7,392
|
|
|
11
|
%
|
Broadcasting
|
3,474
|
|
|
3,032
|
|
|
15
|
%
|
||
|
$
|
11,670
|
|
|
$
|
10,424
|
|
|
12
|
%
|
Segment operating income
|
|
|
|
|
|
|||||
Cable Networks
|
$
|
3,054
|
|
|
$
|
3,251
|
|
|
(6)
|
%
|
Broadcasting
|
542
|
|
|
337
|
|
|
61
|
%
|
||
|
$
|
3,596
|
|
|
$
|
3,588
|
|
|
—
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Domestic
|
$
|
6,469
|
|
|
$
|
5,912
|
|
|
9
|
%
|
International
|
1,201
|
|
|
1,247
|
|
|
(4)
|
%
|
||
Total revenues
|
7,670
|
|
|
7,159
|
|
|
7
|
%
|
||
Operating expenses
|
(4,646
|
)
|
|
(4,400
|
)
|
|
(6)
|
%
|
||
Selling, general, administrative and other
|
(891
|
)
|
|
(896
|
)
|
|
1
|
%
|
||
Depreciation and amortization
|
(762
|
)
|
|
(735
|
)
|
|
(4)
|
%
|
||
Operating Income
|
$
|
1,371
|
|
|
$
|
1,128
|
|
|
22
|
%
|
|
Domestic
|
|
International
(2)
|
|
Total
|
||||||||||||||||||
|
Six Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||||||
Parks
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase/(decrease)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Attendance
|
4
|
%
|
|
2
|
%
|
|
1
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
1
|
%
|
||||||
Per Capita Guest Spending
|
5
|
%
|
|
6
|
%
|
|
7
|
%
|
|
5
|
%
|
|
6
|
%
|
|
6
|
%
|
||||||
Hotels
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy
|
89
|
%
|
|
83
|
%
|
|
78
|
%
|
|
76
|
%
|
|
87
|
%
|
|
82
|
%
|
||||||
Available Room Nights (in thousands)
|
5,187
|
|
|
5,243
|
|
|
1,230
|
|
|
1,230
|
|
|
6,417
|
|
|
6,473
|
|
||||||
Per Room Guest Spending
|
|
$290
|
|
|
|
$276
|
|
|
|
$305
|
|
|
|
$299
|
|
|
|
$292
|
|
|
|
$280
|
|
(1)
|
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
|
(2)
|
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the fiscal 2014 six-month average foreign exchange rate. The euro to U.S. dollar weighted average foreign currency exchange rate was $1.19, and $1.37 for the
six
months ended
March 28, 2015
and
March 29, 2014
, respectively.
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Theatrical distribution
|
$
|
770
|
|
|
$
|
1,093
|
|
|
(30)
|
%
|
Home entertainment
|
1,135
|
|
|
1,240
|
|
|
(8)
|
%
|
||
TV/SVOD distribution and other
|
1,638
|
|
|
1,360
|
|
|
20
|
%
|
||
Total revenues
|
3,543
|
|
|
3,693
|
|
|
(4)
|
%
|
||
Operating expenses
|
(1,424
|
)
|
|
(1,453
|
)
|
|
2
|
%
|
||
Selling, general, administrative and other
|
(1,079
|
)
|
|
(1,283
|
)
|
|
16
|
%
|
||
Depreciation and amortization
|
(69
|
)
|
|
(73
|
)
|
|
5
|
%
|
||
Operating Income
|
$
|
971
|
|
|
$
|
884
|
|
|
10
|
%
|
|
Six Months Ended
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Licensing and publishing
|
$
|
1,428
|
|
|
$
|
1,206
|
|
|
18
|
%
|
Retail and other
|
922
|
|
|
805
|
|
|
15
|
%
|
||
Total revenues
|
2,350
|
|
|
2,011
|
|
|
17
|
%
|
||
Operating expenses
|
(921
|
)
|
|
(858
|
)
|
|
(7)
|
%
|
||
Selling, general, administrative and other
|
(362
|
)
|
|
(362
|
)
|
|
—
|
%
|
||
Depreciation and amortization
|
(79
|
)
|
|
(87
|
)
|
|
9
|
%
|
||
Operating Income
|
$
|
988
|
|
|
$
|
704
|
|
|
40
|
%
|
|
Six Months Ended
(1)
|
|
% Change
|
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|||||
Revenues
|
|
|
|
|
|
|||||
Games
|
$
|
515
|
|
|
$
|
547
|
|
|
(6)
|
%
|
Other content
|
104
|
|
|
124
|
|
|
(16)
|
%
|
||
Total revenues
|
619
|
|
|
671
|
|
|
(8)
|
%
|
||
Operating expenses
|
(325
|
)
|
|
(366
|
)
|
|
11
|
%
|
||
Selling, general, administrative and other
|
(181
|
)
|
|
(226
|
)
|
|
20
|
%
|
||
Depreciation and amortization
|
(12
|
)
|
|
(10
|
)
|
|
(20)
|
%
|
||
Operating Income
|
$
|
101
|
|
|
$
|
69
|
|
|
46
|
%
|
|
Quarter Ended
|
|
% Change
|
|
Six Months Ended
|
|
% Change
|
||||||||||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
|
March 28,
2015 |
|
March 29,
2014 |
|
Better/
(Worse) |
||||||||||
Corporate and unallocated shared expenses
|
$
|
(170
|
)
|
|
$
|
(155
|
)
|
|
(10)
|
%
|
|
$
|
(295
|
)
|
|
$
|
(271
|
)
|
|
(9)
|
%
|
|
Six Months Ended
|
|
% Change
Better/ (Worse) |
|||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
||||||
Cash provided by operations
|
$
|
4,773
|
|
|
$
|
3,739
|
|
|
28
|
%
|
Cash used in investing activities
|
(1,827
|
)
|
|
(1,011
|
)
|
|
(81)
|
%
|
||
Cash used in financing activities
|
(2,345
|
)
|
|
(2,438
|
)
|
|
4
|
%
|
||
Impact of exchange rates on cash and cash equivalents
|
(277
|
)
|
|
(143
|
)
|
|
(94)
|
%
|
||
Increase in cash and cash equivalents
|
$
|
324
|
|
|
$
|
147
|
|
|
>100 %
|
|
|
Six Months Ended
|
||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
||||
Beginning balances:
|
|
|
|
||||
Production and programming assets
|
$
|
6,386
|
|
|
$
|
5,417
|
|
Programming liabilities
|
(875
|
)
|
|
(928
|
)
|
||
|
5,511
|
|
|
4,489
|
|
||
Spending:
|
|
|
|
||||
Television program licenses and rights
|
3,254
|
|
|
3,275
|
|
||
Film and television production
|
2,183
|
|
|
2,123
|
|
||
|
5,437
|
|
|
5,398
|
|
||
Amortization:
|
|
|
|
||||
Television program licenses and rights
|
(3,643
|
)
|
|
(2,948
|
)
|
||
Film and television production
|
(1,761
|
)
|
|
(1,787
|
)
|
||
|
(5,404
|
)
|
|
(4,735
|
)
|
||
|
|
|
|
||||
Change in film and television production and programming costs
|
33
|
|
|
663
|
|
||
Other non-cash activity
|
61
|
|
|
28
|
|
||
Ending balances:
|
|
|
|
||||
Production and programming assets
|
6,606
|
|
|
6,004
|
|
||
Programming liabilities
|
(1,001
|
)
|
|
(824
|
)
|
||
|
$
|
5,605
|
|
|
$
|
5,180
|
|
|
Six Months Ended
|
||||||
(in millions)
|
March 28,
2015 |
|
March 29,
2014 |
||||
Media Networks
|
|
|
|
||||
Cable Networks
|
$
|
26
|
|
|
$
|
68
|
|
Broadcasting
|
20
|
|
|
28
|
|
||
Total Media Networks
|
46
|
|
|
96
|
|
||
Parks and Resorts
|
|
|
|
||||
Domestic
|
606
|
|
|
464
|
|
||
International
|
1,054
|
|
|
651
|
|
||
Total Parks and Resorts
|
1,660
|
|
|
1,115
|
|
||
Studio Entertainment
|
52
|
|
|
32
|
|
||
Consumer Products
|
16
|
|
|
10
|
|
||
Interactive
|
10
|
|
|
2
|
|
||
Corporate
|
121
|
|
|
104
|
|
||
|
$
|
1,905
|
|
|
$
|
1,359
|
|
(in millions)
|
September 27,
2014 |
|
Borrowings
|
|
Reductions of borrowings
|
|
Other
Activity
|
|
March 28,
2015 |
||||||||||
Commercial paper with original maturities less than three months, net
(1)
|
$
|
50
|
|
|
$
|
1,855
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,906
|
|
Commercial paper with original maturities greater than three months
|
—
|
|
|
1,822
|
|
|
(1,723
|
)
|
|
1
|
|
|
100
|
|
|||||
U.S. medium-term notes
|
13,713
|
|
|
—
|
|
|
(1,800
|
)
|
|
5
|
|
|
11,918
|
|
|||||
Foreign currency denominated debt
|
783
|
|
|
123
|
|
|
(149
|
)
|
|
(34
|
)
|
|
723
|
|
|||||
Other
|
294
|
|
|
—
|
|
|
(24
|
)
|
|
40
|
|
|
310
|
|
|||||
Total
|
$
|
14,840
|
|
|
$
|
3,800
|
|
|
$
|
(3,696
|
)
|
|
$
|
13
|
|
|
$
|
14,957
|
|
(in millions)
|
Committed
Capacity
|
|
Capacity
Used
|
|
Unused
Capacity
|
||||||
Bank facility expiring March 2016
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
Bank facility expiring June 2017
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Bank facility expiring March 2019
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Total
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
6,000
|
|
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 28, 2014 – January 31, 2015
|
|
884,343
|
|
|
$
|
94.07
|
|
|
514,200
|
|
|
400 million
|
February 1, 2015 – February 28, 2015
|
|
1,141,130
|
|
|
100.59
|
|
|
1,129,693
|
|
|
399 million
|
|
March 1, 2015 – March 28, 2015
|
|
3,101,782
|
|
|
105.46
|
|
|
3,057,181
|
|
|
396 million
|
|
Total
|
|
5,127,255
|
|
|
102.41
|
|
|
4,701,074
|
|
|
396 million
|
(1)
|
426,181 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)
|
Under a share repurchase program implemented effective June 10, 1998, the Company is authorized to repurchase shares of its common stock. On January 30, 2015, the Company’s Board of Directors increased the repurchase authorization to a total of 400 million shares as of that date. The repurchase program does not have an expiration date.
|
|
|
|
|
|
THE WALT DISNEY COMPANY
|
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ JAMES A. RASULO
|
|
|
James A. Rasulo,
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
|
||
|
|
|
||
4.1
|
|
364 Day Credit Agreement dated as of March 13, 2015
|
|
Exhibit 10.1 to the Current Report on Form 8-K of the Company dated March 12, 2015
|
|
|
|
|
|
10.1
|
|
Employment Agreement dated as of February 4, 2015 between the Company and Thomas O. Staggs
|
|
Exhibit 10.1 to the Current Report on Form 8-K of the Company dated February 5, 2015
|
|
|
|
|
|
10.2
|
|
Amendment dated February 4, 2015 to the Employee Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman
|
|
Exhibit 10.2 to the Current Report on Form 8-K of the Company dated February 5, 2015
|
|
|
|
|
|
10.3
|
|
Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. and Disney Key Employees Retirement Savings Plan
|
|
Filed herewith
|
|
|
|
|
|
10.4
|
|
Third Amendment dated December 18, 2014 to the Disney Savings and Investment Plan
|
|
Filed herewith
|
|
|
|
|
|
10.5
|
|
Fourth Amendment dated April 30, 2015 to the Disney Savings and Investment Plan
|
|
Filed herewith
|
|
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges
|
|
Filed herewith
|
|
|
|
||
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
|
|
Filed herewith
|
|
|
|
||
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
|
|
Filed herewith
|
|
|
|
||
32(a)
|
|
Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
Furnished
|
|
|
|
||
32(b)
|
|
Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
Furnished
|
|
|
|
||
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 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)
|
The gross contribution amount equals the aggregate amount of Employer Contributions that would have been allocated to the Eligible Employee's Qualified Plan account for the calendar year if those contributions were determined:
|
(B)
|
As if the annual compensation cap imposed by Code section 401(a)(17) for the calendar year were $1,000,000;
and
|
(C)
|
By taking into account any equity in lieu of bonus received by the Participant during the calendar year as if it were contribution-eligible compensation under the Qualified Plan
.
; and
|
(D)
|
By taking into account, at the time the amount otherwise would have been paid to the Participant, the amount of any compensation (i) that the Participant elected to defer under a nonqualified deferred compensation plan sponsored by the Company or an Affiliate of the Company and (ii) that, absent such election, would have been paid to the Participant on or after January 1, 2015, but only to the extent that the Qualified Plan would not, if the Participant had not made such an election, have taken into account such compensation on account of the compensation cap under Code section 401(a)(17).
|
(C)
|
By taking into account, at the time the amount otherwise would have been paid to the Participant, the amount of any compensation (i) that the Participant elected to defer under a nonqualified deferred compensation plan sponsored by the Company or an Affiliate of the Company and (ii) that, absent such election, would have been paid to the Participant on or after January 1, 2015, but only to the extent that the Pension Plan would not, if the Participant had not made such an election, have taken into account such compensation on account of the compensation cap under Code section 401(a)(17); and
|
(D)
|
By taking into account, at the time the amount otherwise would have been paid to the Participant, the amount of any compensation (i) that the Participant elected to defer under a nonqualified deferred compensation plan sponsored by the Company or an Affiliate of the Company and (ii) that, absent such election, would have been paid to the Participant on or after January 1, 2015, but only to the extent that the Pension Plan would not, if the Participant had not made such an election, have taken into account such compensation on account of the compensation cap under Code section 401(a)(17); and
|
(3)
|
Notwithstanding the foregoing, if a Participant is (or is deemed to be) an Executive Officer
both as of January 1, 2012, and
as of the earlier of the date he ceases to be an Eligible Employee or his Separation from Service, the Participant’s Retirement Income shall not exceed the greater of:
|
(A)
|
The Retirement Income that the Participant would have been entitled to under the Plan if the provisions of the Plan and the Pension Plan as in effect on December 31, 2011 had continued in effect without change; or
|
(B)
|
If
,
the Participant:
|
(i)
|
was not an Executive
Officer
on January 1, 2012, but later becomes an Executive Officer; or
|
(ii)
|
after ceasing to be an Executive Officer after January 1, 2012 (including the exhaustion of the period described in Plan section 2.1(r)
during
which he was deemed to be an Executive Officer),
the Participant
later again becomes an Executive Officer,
|
|
|
DISNEY WORLDWIDE SERVICES, INC.
|
|
|
|
By:
|
|
/s/ JEFFERY E. SHAPIRO
|
|
|
Jeffrey E. Shapiro
Vice President, Enterprise Benefits
Authorized Representative and Committee Member
|
1.
|
Effective September 1, 2014, Section 1.05 (“Aggregate Account” or “Account”) of the Plan, is amended in its entirety read:
|
2.
|
Effective September 1, 2014, a new Section 1.08 (“Automatic Contribution”) is added and remaining sections of Article 1 and cross-references thereto shall be renumbered accordingly:
|
3.
|
Effective September 1, 2014, a new Section 1.09 (“Automatic Contribution Account”) is added and remaining sections of Article 1 and cross-references thereto shall be renumbered accordingly:
|
4.
|
Effective January 1, 2015, Section 1.10(a) (“Beneficiary”) of the Plan (as renumbered), as amended in the First Amendment to the Disney Savings and Investment Plan, shall be amended in its entirety as follows:
|
5.
|
Effective January 1, 2015, Section 1.20(f) (“Compensation”) of the Plan (as renumbered), shall be amended to remove the “and” from the end of Section 1.20(e), replace “.” at the end of Section 1.20(f) with “; and”, and add a new Section 1.20(g) as follows:
|
6.
|
Effective June 26, 2013, Section 1.52 (“Spouse”) of the Plan, shall be amended in its entirety to read:
|
7.
|
Effective September 1, 2014, Section 1.24 (“Eligible Employee”) of the Plan, shall be revised to add the following phrase at the end of the sentence: “
and the requirement that the Covered Employee has reached the ninetieth (90th) day following his Employment Commencement Date shall not apply to ESPN Regular Remote Employees.”
|
8.
|
Effective September 1, 2014, Section 2.05(a)(ii) (“Transferred Participants”) of the Plan, shall be amended in its entirety as follows:
|
9.
|
Effective September 1, 2014, Section 3.02(a) (“Matching Contributions”) of the Plan shall be amended in its entirety to read:
|
10.
|
Effective September 1, 2014, Section 3.04(a) (“Deductibility Limitations and Form of Contribution”) of the Plan, shall be amended in its entirety as follows:
|
11.
|
Effective September 1, 2014, a new Section 3.09 is added as follows:
|
12.
|
Effective September 1, 2014, the first sentence of Section 4.01 (“Individual Accounts”) of the Plan, shall be amended in its entirety to read:
|
13.
|
Effective September 1, 2014, Section 4.02 (“Account Allocations”) of the Plan, shall be amended to add new Section 4.02(g) (“Automatic Contributions”) as follows:
|
14.
|
Effective September 1, 2014, the title of Section 5.01 of the Plan, shall be amended to add “of Aggregate Account” to the end.
|
15.
|
Effective September 1, 2014, a new Section 5.02 (“Automatic Contribution Account”) shall be added as follows:
|
16.
|
Effective September 1, 2014, the first sentence of Section 6.01(c) (“Investment Options”) of the Plan, shall be amended in its entirety to read:
|
17.
|
Effective September 1, 2014, the first sentence of Section 6.01(d) (“Investment Options”) of the Plan, shall be amended in its entirety to read:
|
18.
|
Effective September 1, 2014, the introductory sentence of Section 7.01 (“Loans to Active Participants”) of the Plan, shall be amended in its entirety to read:
|
19.
|
Effective September 1, 2014, Section 7.01(b) (“Loans to Active Participants”) of the Plan, shall be amended in its entirety to read:
|
20.
|
Effective September 1, 2014, Section 7.01(g) (“Loans to Active Participants”) of the Plan, shall be amended in its entirety to read:
|
21.
|
Effective April 1, 2014, Section 7.02(a) (“Repayment of Loans”) of the Plan, shall be amended in its entirety to read:
|
22.
|
Effective April 1, 2014, Section 7.02(c) (“Repayment of Loans”) of the Plan, shall be removed in its entirety and the remainder of Section 7.02 and any cross-references thereto shall be renumbered accordingly:
|
23.
|
Effective April 1, 2014, Section 7.02(c) (“Repayment of Loans”) of the Plan (as renumbered), shall be amended in its entirety to read:
|
24.
|
Effective September 1, 2014, Section 7.02(d) (“Repayment of Loans”) of the Plan (as renumbered), shall be amended in its entirety to read:
|
25.
|
Effective January 1, 2015, Section 8.03(b) (“Distributions on Account of Termination of Employment”) of the Plan, shall be amended in its entirety to read:
|
26.
|
Effective January 1, 2015, the second paragraph of Section 8.03(c) (“Distributions on Account of Termination of Employment”) of the Plan, shall be amended in its entirety to read:
|
27.
|
Effective January 1, 2015, the first sentence of Section 8.03(d)(i) (“Distributions on Account of Termination of Employment”) of the Plan, as amended in the First Amendment to the Disney Savings and Investment Plan, shall be amended in its entirety to read:
|
28.
|
Effective September 1, 2014, Section 8.02(e) (“Distributions on Account of Termination of Employment”) of the Plan, shall be amended in its entirety to read:
|
29.
|
Effective January 1, 2015, Section 8.07 (“Age 59-1/2 Withdrawals”) of the Plan, shall be amended in its entirety to read:
|
30.
|
Effective September 1, 2014, Section 11.07 (“Failure to Locate Recipient”) of the Plan, shall be amended in its entirety to read:
|
31.
|
Effective September 1, 2014, Section 13.03(a) (“Minimum Allocation”) of the Plan, shall be amended in its entirety to read:
|
32.
|
Effective September 1, 2014, Section 14.05(d) (“Maximum Annual Additions”) of the Plan, shall be amended to add a new Section 14.05(d)(v) as follows:
|
By:
|
|
/s/ JEFFERY E. SHAPIRO
|
|
|
Jeffrey E. Shapiro
Vice President, Enterprise Benefits
Authorized Representative and Committee Member
|
1.
|
Section 3.02(a) (“Matching Contributions”) of the Plan, shall be amended in its entirety to read:
|
By:
|
|
/s/ JEFFERY E. SHAPIRO
|
|
|
Jeffrey E. Shapiro
Vice President, Enterprise Benefits
Authorized Representative and Committee Member
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||||||
|
Mar. 28, 2015
|
|
Mar. 29, 2014
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations before income taxes
|
$
|
6,682
|
|
|
$
|
6,115
|
|
|
$
|
12,246
|
|
|
$
|
9,620
|
|
|
$
|
9,260
|
|
|
$
|
8,043
|
|
|
$
|
6,627
|
|
Equity in the income of investees
|
(418
|
)
|
|
(456
|
)
|
|
(854
|
)
|
|
(688
|
)
|
|
(627
|
)
|
|
(585
|
)
|
|
(440
|
)
|
|||||||
Cash distributions received from equity investees
|
349
|
|
|
361
|
|
|
718
|
|
|
694
|
|
|
663
|
|
|
608
|
|
|
473
|
|
|||||||
Interest expense, amortization of debt discounts and premiums on all indebtedness and amortization of capitalized interest
|
168
|
|
|
180
|
|
|
360
|
|
|
415
|
|
|
525
|
|
|
497
|
|
|
514
|
|
|||||||
Imputed interest on operating leases
(1)
|
145
|
|
|
148
|
|
|
294
|
|
|
292
|
|
|
288
|
|
|
273
|
|
|
247
|
|
|||||||
TOTAL EARNINGS
|
$
|
6,926
|
|
|
$
|
6,348
|
|
|
$
|
12,764
|
|
|
$
|
10,333
|
|
|
$
|
10,109
|
|
|
$
|
8,836
|
|
|
$
|
7,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
FIXED CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense and amortization of debt discounts and premiums on all indebtedness
|
$
|
135
|
|
|
$
|
148
|
|
|
$
|
294
|
|
|
$
|
349
|
|
|
$
|
472
|
|
|
$
|
435
|
|
|
$
|
456
|
|
Capitalized interest
|
47
|
|
|
31
|
|
|
73
|
|
|
77
|
|
|
92
|
|
|
91
|
|
|
82
|
|
|||||||
Imputed interest on operating leases
(1)
|
145
|
|
|
148
|
|
|
294
|
|
|
292
|
|
|
288
|
|
|
273
|
|
|
247
|
|
|||||||
TOTAL FIXED CHARGES
|
$
|
327
|
|
|
$
|
327
|
|
|
$
|
661
|
|
|
$
|
718
|
|
|
$
|
852
|
|
|
$
|
799
|
|
|
$
|
785
|
|
RATIO OF EARNINGS TO FIXED CHARGES
(2)
|
21.2
|
|
|
19.4
|
|
|
19.3
|
|
|
14.4
|
|
|
11.9
|
|
|
11.1
|
|
|
9.5
|
|
(1)
|
The portion of operating rental expense which management believes is representative of the interest component of rent expense.
|
(2)
|
The ratio does not adjust for interest on unrecognized tax benefits that are recorded as a component of income tax expense.
|
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 5, 2015
|
|
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 5, 2015
|
|
By:
|
|
/s/ JAMES A. RASULO
|
|
|
|
|
|
James A. Rasulo
|
|
|
|
|
|
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 5, 2015
|
*
|
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/ JAMES A. RASULO
|
|
|
James A. Rasulo
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
|
May 5, 2015
|
*
|
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.
|