filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in millions, except per share data)
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Services | $ | 17,212 | $ | 14,522 | $ | 36,754 | $ | 29,393 | |||||||||||||||
| Products | 2,037 | 1,091 | 4,314 | 2,469 | |||||||||||||||||||
| Total revenues | 19,249 | 15,613 | 41,068 | 31,862 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization) | (11,330) | (8,932) | (24,491) | (19,670) | |||||||||||||||||||
| Cost of products (exclusive of depreciation and amortization) | (1,264) | (850) | (2,670) | (1,887) | |||||||||||||||||||
| Selling, general, administrative and other | (3,768) | (3,113) | (7,555) | (6,030) | |||||||||||||||||||
| Depreciation and amortization | (1,287) | (1,272) | (2,556) | (2,570) | |||||||||||||||||||
| Total costs and expenses | (17,649) | (14,167) | (37,272) | (30,157) | |||||||||||||||||||
| Restructuring and impairment charges | (195) | (414) | (195) | (527) | |||||||||||||||||||
| Other income (expense), net | (158) | 305 | (594) | 305 | |||||||||||||||||||
| Interest expense, net | (355) | (320) | (666) | (644) | |||||||||||||||||||
| Equity in the income of investees | 210 | 213 | 449 | 437 | |||||||||||||||||||
| Income from continuing operations before income taxes | 1,102 | 1,230 | 2,790 | 1,276 | |||||||||||||||||||
| Income taxes on continuing operations | (505) | (108) | (993) | (124) | |||||||||||||||||||
| Net income from continuing operations | 597 | 1,122 | 1,797 | 1,152 | |||||||||||||||||||
| Loss from discontinued operations, net of income tax benefit of $0, $3, $14 and $7, respectively | — | (11) | (48) | (23) | |||||||||||||||||||
| Net income | 597 | 1,111 | 1,749 | 1,129 | |||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | (127) | (210) | (175) | (211) | |||||||||||||||||||
| Net income attributable to Disney | $ | 470 | $ | 901 | $ | 1,574 | $ | 918 | |||||||||||||||
| Earnings (loss) per share attributable to Disney(1): | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | 0.26 | $ | 0.50 | $ | 0.89 | $ | 0.52 | |||||||||||||||
| Discontinued operations | — | (0.01) | (0.03) | (0.01) | |||||||||||||||||||
| $ | 0.26 | $ | 0.49 | $ | 0.86 | $ | 0.50 | ||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | 0.26 | $ | 0.50 | $ | 0.89 | $ | 0.52 | |||||||||||||||
| Discontinued operations | — | (0.01) | (0.03) | (0.01) | |||||||||||||||||||
| $ | 0.26 | $ | 0.50 | $ | 0.86 | $ | 0.51 | ||||||||||||||||
| Weighted average number of common and common equivalent shares outstanding: | |||||||||||||||||||||||
| Diluted | 1,828 | 1,829 | 1,828 | 1,826 | |||||||||||||||||||
| Basic | 1,822 | 1,817 | 1,820 | 1,814 | |||||||||||||||||||
(1)Total may not equal the sum of the column due to rounding.
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in millions)
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Net income | $ | 597 | $ | 1,111 | $ | 1,749 | $ | 1,129 | |||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Market value adjustments for hedges | 28 | 110 | 78 | (63) | |||||||||||||||||||
| Pension and postretirement medical plan adjustments | 119 | 191 | 274 | 341 | |||||||||||||||||||
| Foreign currency translation and other | (191) | (93) | (213) | 184 | |||||||||||||||||||
| Other comprehensive income (loss) | (44) | 208 | 139 | 462 | |||||||||||||||||||
| Comprehensive income | 553 | 1,319 | 1,888 | 1,591 | |||||||||||||||||||
| Net income from continuing operations attributable to noncontrolling interests | (127) | (210) | (175) | (211) | |||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | 8 | 15 | (11) | (58) | |||||||||||||||||||
| Comprehensive income attributable to Disney | $ | 434 | $ | 1,124 | $ | 1,702 | $ | 1,322 |
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
| April 2, 2022 | October 2, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 13,272 | $ | 15,959 | |||||||
| Receivables, net | 13,746 | 13,367 | |||||||||
| Inventories | 1,428 | 1,331 | |||||||||
| Content advances | 1,796 | 2,183 | |||||||||
| Other current assets | 1,185 | 817 | |||||||||
| Total current assets | 31,427 | 33,657 | |||||||||
| Produced and licensed content costs | 32,349 | 29,549 | |||||||||
| Investments | 3,356 | 3,935 | |||||||||
| Parks, resorts and other property | |||||||||||
| Attractions, buildings and equipment | 65,247 | 64,892 | |||||||||
| Accumulated depreciation | (38,783) | (37,920) | |||||||||
| 26,464 | 26,972 | ||||||||||
| Projects in progress | 5,327 | 4,521 | |||||||||
| Land | 1,126 | 1,131 | |||||||||
| 32,917 | 32,624 | ||||||||||
| Intangible assets, net | 15,875 | 17,115 | |||||||||
| Goodwill | 78,019 | 78,071 | |||||||||
| Other assets | 8,510 | 8,658 | |||||||||
| Total assets | $ | 202,453 | $ | 203,609 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and other accrued liabilities | $ | 19,669 | $ | 20,894 | |||||||
| Current portion of borrowings | 5,399 | 5,866 | |||||||||
| Deferred revenue and other | 4,533 | 4,317 | |||||||||
| Total current liabilities | 29,601 | 31,077 | |||||||||
| Borrowings | 46,624 | 48,540 | |||||||||
| Deferred income taxes | 8,407 | 7,246 | |||||||||
| Other long-term liabilities | 13,808 | 14,522 | |||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Redeemable noncontrolling interests | 9,354 | 9,213 | |||||||||
| Equity | |||||||||||
| Preferred stock | — | — | |||||||||
| Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares | 55,823 | 55,471 | |||||||||
| Retained earnings | 42,032 | 40,429 | |||||||||
| Accumulated other comprehensive loss | (6,312) | (6,440) | |||||||||
| Treasury stock, at cost, 19 million shares | (907) | (907) | |||||||||
| Total Disney Shareholders’ equity | 90,636 | 88,553 | |||||||||
| Noncontrolling interests | 4,023 | 4,458 | |||||||||
| Total equity | 94,659 | 93,011 | |||||||||
| Total liabilities and equity | $ | 202,453 | $ | 203,609 |
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
| Six Months Ended | |||||||||||
| April 2, 2022 | April 3, 2021 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income from continuing operations | $ | 1,797 | $ | 1,152 | |||||||
| Depreciation and amortization | 2,556 | 2,570 | |||||||||
| Net (gain) loss on investments | 632 | (481) | |||||||||
| Deferred income taxes | 983 | (556) | |||||||||
| Equity in the income of investees | (449) | (437) | |||||||||
| Cash distributions received from equity investees | 406 | 372 | |||||||||
| Net change in produced and licensed content costs and advances | (2,279) | (1,685) | |||||||||
| Equity-based compensation | 450 | 270 | |||||||||
| Pension and postretirement medical benefit cost amortization | 310 | 388 | |||||||||
| Other, net | 264 | 248 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | (342) | (37) | |||||||||
| Inventories | (97) | 175 | |||||||||
| Other assets | (676) | (131) | |||||||||
| Accounts payable and other liabilities | (1,349) | (780) | |||||||||
| Income taxes | (650) | 400 | |||||||||
| Cash provided by operations - continuing operations | 1,556 | 1,468 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Investments in parks, resorts and other property | (2,060) | (1,530) | |||||||||
| Other, net | 36 | 203 | |||||||||
| Cash used in investing activities - continuing operations | (2,024) | (1,327) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Commercial paper payments, net | (130) | (87) | |||||||||
| Borrowings | 70 | 37 | |||||||||
| Reduction of borrowings | (1,400) | (1,816) | |||||||||
| Proceeds from exercise of stock options | 88 | 394 | |||||||||
| Other, net | (725) | (769) | |||||||||
| Cash used in financing activities - continuing operations | (2,097) | (2,241) | |||||||||
| CASH FLOWS FROM DISCONTINUED OPERATIONS | |||||||||||
| Cash provided by operations - discontinued operations | 8 | 4 | |||||||||
| Cash provided by investing activities - discontinued operations | — | 4 | |||||||||
| Cash used in financing activities - discontinued operations | (12) | — | |||||||||
| Cash (used in) provided by discontinued operations | (4) | 8 | |||||||||
| Impact of exchange rates on cash, cash equivalents and restricted cash | (116) | 70 | |||||||||
| Change in cash, cash equivalents and restricted cash | (2,685) | (2,022) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 16,003 | 17,954 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 13,318 | $ | 15,932 |
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
| Quarter Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Disney | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Disney Equity | Non-controlling Interests(1) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | 1,821 | $ | 55,500 | $ | 41,547 | $ | (6,276) | $ | (907) | $ | 89,864 | $ | 4,446 | $ | 94,310 | |||||||||||||||||||||||||||||||||||
| Comprehensive income | — | — | 470 | (36) | — | 434 | 49 | 483 | ||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | 1 | 327 | — | — | — | 327 | — | 327 | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | (4) | 15 | — | — | 11 | (472) | (461) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at April 2, 2022 | 1,822 | $ | 55,823 | $ | 42,032 | $ | (6,312) | $ | (907) | $ | 90,636 | $ | 4,023 | $ | 94,659 | |||||||||||||||||||||||||||||||||||
| Balance at January 2, 2021 | 1,814 | $ | 54,663 | $ | 38,456 | $ | (8,141) | $ | (907) | $ | 84,071 | $ | 4,657 | $ | 88,728 | |||||||||||||||||||||||||||||||||||
| Comprehensive income | — | — | 901 | 223 | — | 1,124 | 115 | 1,239 | ||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | 3 | 337 | — | — | — | 337 | — | 337 | ||||||||||||||||||||||||||||||||||||||||||
| Cumulative effect of accounting change | — | — | (5) | — | — | (5) | — | (5) | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | — | 13 | — | — | 13 | (526) | (513) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at April 3, 2021 | 1,817 | $ | 55,000 | $ | 39,365 | $ | (7,918) | $ | (907) | $ | 85,540 | $ | 4,246 | $ | 89,786 |
(1)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
| Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Disney | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Disney Equity | Non-controlling Interests(1) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at October 2, 2021 | 1,818 | $ | 55,471 | $ | 40,429 | $ | (6,440) | $ | (907) | $ | 88,553 | $ | 4,458 | $ | 93,011 | |||||||||||||||||||||||||||||||||||
| Comprehensive income | — | — | 1,574 | 128 | — | 1,702 | 45 | 1,747 | ||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | 4 | 356 | — | — | — | 356 | — | 356 | ||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | 29 | 29 | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | (4) | 29 | — | — | 25 | (509) | (484) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at April 2, 2022 | 1,822 | $ | 55,823 | $ | 42,032 | $ | (6,312) | $ | (907) | $ | 90,636 | $ | 4,023 | $ | 94,659 | |||||||||||||||||||||||||||||||||||
| Balance at October 3, 2020 | 1,810 | $ | 54,497 | $ | 38,315 | $ | (8,322) | $ | (907) | $ | 83,583 | $ | 4,680 | $ | 88,263 | |||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | 918 | 404 | — | 1,322 | 109 | 1,431 | ||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | 7 | 502 | — | — | — | 502 | — | 502 | ||||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | 5 | 5 | ||||||||||||||||||||||||||||||||||||||||||
| Cumulative effect of accounting change | — | — | 105 | — | — | 105 | — | 105 | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | 1 | 27 | — | — | 28 | (548) | (520) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at April 3, 2021 | 1,817 | $ | 55,000 | $ | 39,365 | $ | (7,918) | $ | (907) | $ | 85,540 | $ | 4,246 | $ | 89,786 |
(1)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
**1.**Principles of Consolidation
These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe that we have included all normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the six months ended April 2, 2022 are not necessarily indicative of the results that may be expected for the year ending October 1, 2022.
The terms “Company,” “Disney,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company, The Walt Disney Company, as well as the subsidiaries through which its various businesses are actually conducted.
These financial statements should be read in conjunction with the Company’s 2021 Annual Report on Form 10-K.
The Fox sports media business in Mexico was sold in November 2021. The Company recognized a $58 million loss on the sale, which is presented as discontinued operations in the Condensed Consolidated Statement of Income for the six months ended April 2, 2022. At October 2, 2021, the assets and liabilities of the Fox sports media business in Mexico were not material and were included in other assets and other liabilities in the Condensed Consolidated Balance Sheets.
Variable Interest Entities
The Company enters into relationships with or makes investments in other entities that may be variable interest entities (VIE). A VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai Disney Resort (together the Asia Theme Parks) are VIEs in which the Company has less than 50% equity ownership. Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-day operating activities and the development of business strategies that we believe most significantly impact the economic performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia Theme Parks in its financial statements.
Redeemable Noncontrolling Interests
The Company consolidates the results of certain subsidiaries that are less than 100% owned and for which the noncontrolling interest shareholders have the rights to require the Company to purchase their interests in these subsidiaries. The most significant of these are Hulu LLC (Hulu) and BAMTech LLC (BAMTech).
Hulu provides direct-to-consumer (DTC) streaming services and is owned 67% by the Company and 33% by NBC Universal (NBCU). In May 2019, the Company entered into a put/call agreement with NBCU that provided the Company with full operational control of Hulu. Under the agreement, beginning in January 2024, NBCU has the option to require the Company to purchase NBCU’s interest in Hulu and the Company has the option to require NBCU to sell its interest in Hulu to the Company, in either case at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s then equity fair value or a guaranteed floor value of $27.5 billion.
NBCU’s interest will generally not be allocated its portion of Hulu’s losses, if any, as the redeemable noncontrolling interest is required to be carried at a minimum value. The minimum value is equal to the fair value as of the May 2019 agreement date accreted to the January 2024 estimated redemption value. At April 2, 2022, NBCU’s interest in Hulu is recorded in the Company’s financial statements at $8.5 billion.
BAMTech provides streaming technology services to third parties and is owned 85% by the Company and 15% by Major League Baseball (MLB). MLB has the right to sell its interest to the Company and the Company has the right to buy MLB’s interest starting five years from and ending ten years after the Company’s September 25, 2017 acquisition date of BAMTech in either case at a redemption value based on MLB’s equity ownership percentage of the greater of MLB’s then equity fair value or a guaranteed floor value ($563 million accreting at 8% annually for eight years from the date of acquisition).
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The MLB interest is required to be carried at a minimum value equal to its acquisition date fair value accreted to its estimated redemption value through the applicable redemption date. Therefore, the MLB interest is generally not allocated its portion of BAMTech losses, if any. As of April 2, 2022, the MLB interest was recorded in the Company’s financial statements at $823 million.
Our estimate of the redemption value of noncontrolling interests requires management to make significant judgments with respect to the future value of the noncontrolling interests. We are accreting the noncontrolling interests of both BAMTech and Hulu to their guaranteed floor values. If our estimate of the future redemption value increased above either of the guaranteed floor values, we would change our rate of accretion, which would generally increase the amount recorded in “Net income from continuing operations attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in the Condensed Consolidated Statements of Income.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made in the fiscal 2021 financial statements and notes to conform to the fiscal 2022 presentation.
**2.**Segment Information
The Company’s operations are conducted in the Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences and Products (DPEP) segments. Our operating segments report separate financial information, which is evaluated regularly by the Chief Executive Officer in order to decide how to allocate resources and assess performance.
Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income, net interest expense, income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees and excludes impairments of certain equity investments and acquisition accounting amortization of TFCF Corporation (TFCF) and Hulu assets (i.e. intangible assets and the fair value step-up for film and television costs) recognized in connection with the TFCF acquisition in fiscal 2019 (TFCF and Hulu acquisition amortization). Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.
Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.
Impact of COVID-19
Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. COVID-19 and measures to prevent its spread have impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. These operations resumed at various points since May 2020, initially at reduced operating capacities as a result of COVID-19 restrictions. In fiscal 2020 and 2021, we delayed, or in some cases, shortened or canceled theatrical releases. In addition, we experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021.
In fiscal 2022, our domestic parks and resorts are generally operating without significant COVID-19-related capacity restrictions, such as those that were in place during the prior year. Certain of our international parks and resorts and cruise ship operations continue to be impacted by COVID-19-related closures and capacity and travel restrictions. At the DMED segment, our film and television productions have generally resumed, although we have seen disruptions of production activities depending on local circumstances. We have generally been able to release our films theatrically in the first half of fiscal 2022, although certain markets continue to impose restrictions on theater openings and capacity.
The impact of these disruptions and the extent of their adverse impact on our financial and operating results will depend on the length of time that such disruptions continue. This will, in turn, depend on the duration and severity of the impacts of COVID-19 and its variants, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Segment revenues and segment operating income (loss) are as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Disney Media and Entertainment Distribution | $ | 13,620 | $ | 12,440 | $ | 28,205 | $ | 25,101 | |||||||||||||||
| Disney Parks, Experiences and Products | 6,652 | 3,173 | 13,886 | 6,761 | |||||||||||||||||||
| Total segment revenues | $ | 20,272 | $ | 15,613 | $ | 42,091 | $ | 31,862 | |||||||||||||||
| Segment operating income (loss): | |||||||||||||||||||||||
| Disney Media and Entertainment Distribution | $ | 1,944 | $ | 2,871 | $ | 2,752 | $ | 4,322 | |||||||||||||||
| Disney Parks, Experiences and Products | 1,755 | (406) | 4,205 | (525) | |||||||||||||||||||
| Total segment operating income(1) | $ | 3,699 | $ | 2,465 | $ | 6,957 | $ | 3,797 |
(1) Equity in the income of investees is included in segment operating income as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Disney Media and Entertainment Distribution | $ | 218 | $ | 226 | $ | 463 | $ | 461 | |||||||||||||||
| Disney Parks, Experiences and Products | (5) | (9) | (8) | (17) | |||||||||||||||||||
| Equity in the income of investees included in segment operating income | 213 | 217 | 455 | 444 | |||||||||||||||||||
| Amortization of TFCF intangible assets related to equity investees | (3) | (4) | (6) | (7) | |||||||||||||||||||
| Equity in the income of investees, net | $ | 210 | $ | 213 | $ | 449 | $ | 437 |
A reconciliation of segment revenues to total revenues is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Segment revenues | $ | 20,272 | $ | 15,613 | $ | 42,091 | $ | 31,862 | |||||||||||||||
| Content License Early Termination(1) | (1,023) | — | (1,023) | — | |||||||||||||||||||
| Total revenues | $ | 19,249 | $ | 15,613 | $ | 41,068 | $ | 31,862 |
(1)During the quarter and six months ended April 2, 2022, the Company recognized a reduction in revenue for amounts to early terminate certain license agreements with a customer for film and television content, which was delivered in previous years, in order for the Company to use the content primarily on our direct-to-consumer services (Content License Early Termination). Because the content is functional intellectual property (IP), we recognized substantially all of the consideration to be paid by the customer under the licenses as revenue in prior years when the content was made available under the agreements. Consequently, we have recorded the amounts to terminate the licenses agreements, net of remaining amounts of deferred revenue, as a reduction of revenue in the current quarter.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
A reconciliation of segment operating income to income from continuing operations before income taxes is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Segment operating income | $ | 3,699 | $ | 2,465 | $ | 6,957 | $ | 3,797 | |||||||||||||||
| Content License Early Termination | (1,023) | — | (1,023) | — | |||||||||||||||||||
| Corporate and unallocated shared expenses | (272) | (201) | (500) | (433) | |||||||||||||||||||
| Restructuring and impairment charges | (195) | (414) | (195) | (527) | |||||||||||||||||||
| Other income (expense), net(1) | (158) | 305 | (594) | 305 | |||||||||||||||||||
| Interest expense, net | (355) | (320) | (666) | (644) | |||||||||||||||||||
| TFCF and Hulu acquisition amortization(2) | (594) | (605) | (1,189) | (1,222) | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | 1,102 | $ | 1,230 | $ | 2,790 | $ | 1,276 |
(1)See Note 4 for a discussion of amounts in other income (expense), net.
(2)For the quarter ended April 2, 2022 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $435 million, $156 million and $3 million, respectively. For the six months ended April 2, 2022 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $870 million, $313 million and $6 million, respectively. For the quarter ended April 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $447 million, $154 million, and $4 million, respectively. For the six months ended April 3, 2021 amortization of intangible assets, step-up of film and television costs and intangibles related to TFCF equity investees were $894 million, $321 million and $7 million, respectively.
Goodwill
The changes in the carrying amount of goodwill are as follows:
| DMED | DPEP | Total | |||||||||||||||||||||||||||||||||||||||
| Balance at October 2, 2021 | $ | 72,521 | $ | 5,550 | $ | 78,071 | |||||||||||||||||||||||||||||||||||
| Currency translation adjustments and other, net | (52) | — | (52) | ||||||||||||||||||||||||||||||||||||||
| Balance at April 2, 2022 | $ | 72,469 | $ | 5,550 | $ | 78,019 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
**3.**Revenues
The following table presents our revenues by segment and major source:
| Quarter Ended April 2, 2022 | Quarter Ended April 3, 2021 | ||||||||||||||||||||||||||||||||||||||||
| DMED | DPEP | Content License Early Termination | Total | DMED | DPEP | Total | |||||||||||||||||||||||||||||||||||
| Affiliate fees | $ | 4,602 | $ | — | $ | — | $ | 4,602 | $ | 4,594 | $ | — | $ | 4,594 | |||||||||||||||||||||||||||
| Advertising | 3,023 | 1 | — | 3,024 | 2,582 | 1 | 2,583 | ||||||||||||||||||||||||||||||||||
| Subscription fees | 3,887 | — | — | 3,887 | 3,000 | — | 3,000 | ||||||||||||||||||||||||||||||||||
| Theme park admissions | — | 1,973 | — | 1,973 | — | 597 | 597 | ||||||||||||||||||||||||||||||||||
| Resort and vacations | — | 1,451 | — | 1,451 | — | 513 | 513 | ||||||||||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | 1,816 | — | 1,816 | — | 911 | 911 | ||||||||||||||||||||||||||||||||||
| TV/SVOD distribution licensing | 1,124 | — | (1,023) | 101 | 1,624 | — | 1,624 | ||||||||||||||||||||||||||||||||||
| Theatrical distribution licensing | 224 | — | — | 224 | 109 | — | 109 | ||||||||||||||||||||||||||||||||||
| Merchandise licensing | — | 893 | — | 893 | 5 | 791 | 796 | ||||||||||||||||||||||||||||||||||
| Home entertainment | 230 | — | — | 230 | 219 | — | 219 | ||||||||||||||||||||||||||||||||||
| Other | 530 | 518 | — | 1,048 | 307 | 360 | 667 | ||||||||||||||||||||||||||||||||||
| $ | 13,620 | $ | 6,652 | $ | (1,023) | $ | 19,249 | $ | 12,440 | $ | 3,173 | $ | 15,613 | ||||||||||||||||||||||||||||
| Six Months Ended April 2, 2022 | Six Months Ended April 3, 2021 | ||||||||||||||||||||||||||||||||||||||||
| DMED | DPEP | Content License Early Termination | Total | DMED | DPEP | Total | |||||||||||||||||||||||||||||||||||
| Affiliate fees | $ | 8,973 | $ | — | $ | — | $ | 8,973 | $ | 8,996 | $ | — | $ | 8,996 | |||||||||||||||||||||||||||
| Advertising | 6,891 | 2 | — | 6,893 | 6,345 | 2 | 6,347 | ||||||||||||||||||||||||||||||||||
| Subscription fees | 7,485 | — | — | 7,485 | 5,546 | — | 5,546 | ||||||||||||||||||||||||||||||||||
| Theme park admissions | — | 4,125 | — | 4,125 | — | 1,146 | 1,146 | ||||||||||||||||||||||||||||||||||
| Resort and vacations | — | 2,896 | — | 2,896 | — | 946 | 946 | ||||||||||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | 3,905 | — | 3,905 | — | 2,074 | 2,074 | ||||||||||||||||||||||||||||||||||
| TV/SVOD distribution licensing | 2,520 | — | (1,023) | 1,497 | 2,793 | — | 2,793 | ||||||||||||||||||||||||||||||||||
| Theatrical distribution licensing | 753 | — | — | 753 | 140 | — | 140 | ||||||||||||||||||||||||||||||||||
| Merchandise licensing | — | 2,012 | — | 2,012 | 10 | 1,881 | 1,891 | ||||||||||||||||||||||||||||||||||
| Home entertainment | 524 | — | — | 524 | 519 | — | 519 | ||||||||||||||||||||||||||||||||||
| Other | 1,059 | 946 | — | 2,005 | 752 | 712 | 1,464 | ||||||||||||||||||||||||||||||||||
| $ | 28,205 | $ | 13,886 | $ | (1,023) | $ | 41,068 | $ | 25,101 | $ | 6,761 | $ | 31,862 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The following table presents our revenues by segment and primary geographical markets:
| Quarter Ended April 2, 2022 | Quarter Ended April 3, 2021 | ||||||||||||||||||||||||||||||||||||||||
| DMED | DPEP | Total | DMED | DPEP | Total | ||||||||||||||||||||||||||||||||||||
| Americas | $ | 11,191 | $ | 5,559 | $ | 16,750 | $ | 10,293 | $ | 2,414 | $ | 12,707 | |||||||||||||||||||||||||||||
| Europe | 1,343 | 627 | 1,970 | 1,219 | 267 | 1,486 | |||||||||||||||||||||||||||||||||||
| Asia Pacific | 1,086 | 466 | 1,552 | 928 | 492 | 1,420 | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 13,620 | $ | 6,652 | $ | 20,272 | $ | 12,440 | $ | 3,173 | $ | 15,613 | |||||||||||||||||||||||||||||
| Content License Early Termination | (1,023) | ||||||||||||||||||||||||||||||||||||||||
| $ | 19,249 | ||||||||||||||||||||||||||||||||||||||||
| Six Months Ended April 2, 2022 | Six Months Ended April 3, 2021 | ||||||||||||||||||||||||||||||||||||||||
| DMED | DPEP | Total | DMED | DPEP | Total | ||||||||||||||||||||||||||||||||||||
| Americas | $ | 23,021 | $ | 11,270 | $ | 34,291 | $ | 20,584 | $ | 4,870 | $ | 25,454 | |||||||||||||||||||||||||||||
| Europe | 2,881 | 1,492 | 4,373 | 2,512 | 754 | 3,266 | |||||||||||||||||||||||||||||||||||
| Asia Pacific | 2,303 | 1,124 | 3,427 | 2,005 | 1,137 | 3,142 | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 28,205 | $ | 13,886 | $ | 42,091 | $ | 25,101 | $ | 6,761 | $ | 31,862 | |||||||||||||||||||||||||||||
| Content License Early Termination | (1,023) | ||||||||||||||||||||||||||||||||||||||||
| $ | 41,068 |
Revenues recognized in the current and prior-year periods from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on TV/SVOD licenses for titles made available to the licensee in previous reporting periods. For the quarter ended April 2, 2022, $0.4 billion was recognized related to performance obligations satisfied as of January 1, 2022. For the six months ended April 2, 2022, $0.7 billion was recognized related to performance obligations satisfied as of October 2, 2021. For the quarter ended April 3, 2021, $0.4 billion was recognized related to performance obligations satisfied as of January 2, 2021. For the six months ended April 3, 2021, $0.7 billion was related to performance obligations satisfied as of October 3, 2020.
As of April 2, 2022, revenue for unsatisfied performance obligations expected to be recognized in the future is $11 billion, primarily for content and other IP to be made available in the future under existing agreements with television station affiliates, merchandise licensees and DTC subscribers. Of this amount, we expect to recognize approximately $3 billion in the remainder of fiscal 2022, $4 billion in fiscal 2023, $2 billion in fiscal 2024 and $2 billion thereafter. These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less (such as most advertising contracts) or (ii) licenses of IP that are solely based on the sales of the licensee.
When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations). Consideration due under contracts with payment in arrears is recognized as accounts receivable. Deferred revenues are recognized as (or when) the Company performs under the contract.
Contract assets, accounts receivable and deferred revenues from contracts with customers are as follows:
| April 2, 2022 | October 2, 2021 | ||||||||||
| Contract assets | $ | 58 | $ | 155 | |||||||
| Accounts receivable | |||||||||||
| Current | 11,629 | 11,190 | |||||||||
| Non-current | 1,331 | 1,359 | |||||||||
| Allowance for credit losses | (195) | (194) | |||||||||
| Deferred revenues | |||||||||||
| Current | 4,257 | 4,067 | |||||||||
| Non-current | 460 | 581 |
Contract assets primarily relate to certain multi-season TV/SVOD licensing contracts. Activity for the current and prior-year quarters related to contract assets was not material.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
For the quarter and six months ended April 2, 2022, the Company recognized revenue of $0.9 billion and $2.8 billion, respectively, primarily related to DTC subscriptions, TV/SVOD licenses and advances from merchandise licensees included in the deferred revenue balance at October 2, 2021. For the quarter and six months ended April 3, 2021, the Company recognized revenue of $0.6 billion and $2.1 billion, respectively, primarily related to DTC subscriptions, advances from merchandise licensees and TV/SVOD licenses included in the deferred revenue balance at October 3, 2020.
We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.
The Company has accounts receivable with original maturities greater than one year related to the sale of film and television program rights and vacation club properties. These receivables are discounted to present value at contract inception and the related revenues are recognized at the discounted amount.
The balance of TV/SVOD licensing receivables recorded in other non-current assets, net of an allowance for credit losses that is not material, was $0.7 billion and $0.8 billion at April 2, 2022 and October 2, 2021, respectively. The activity in the allowance for credit losses for the quarter ended April 2, 2022 was not material.
The balance of vacation club receivables recorded in other non-current assets, net of an allowance for credit losses that is not material, was $0.6 billion at both April 2, 2022 and October 2, 2021. The activity in the allowance for credit losses for the quarter ended April 2, 2022 was not material.
**4.**Other Income (Expense), net
Other income (expense), net is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| DraftKings gain (loss) | $ | (158) | $ | 305 | $ | (590) | $ | 119 | |||||||||||||||
| fuboTV gain | — | — | — | 186 | |||||||||||||||||||
| Other, net | — | — | (4) | — | |||||||||||||||||||
| Other income (expense), net | $ | (158) | $ | 305 | $ | (594) | $ | 305 |
For the quarter and six months ended April 2, 2022, the Company recognized a non-cash loss of $158 million and $590 million, respectively, from the adjustment of its investment in DraftKings Inc. (DraftKings) to fair value (DraftKings gain (loss)). For the prior-year quarter and six months ended April 3, 2021, the Company recognized a DraftKings gain of $305 million and $119 million, respectively.
For the six months ended April 3, 2021, the Company recognized a non-cash gain of $186 million from the adjustment of its investment in fuboTV Inc. to fair value (fuboTV gain).
**5.**Cash, Cash Equivalents, Restricted Cash and Borrowings
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the amounts reported in the Condensed Consolidated Statements of Cash Flows.
| April 2, 2022 | October 2, 2021 | |||||||||||||
| Cash and cash equivalents | $ | 13,272 | $ | 15,959 | ||||||||||
| Restricted cash included in: | ||||||||||||||
| Other current assets | 3 | 3 | ||||||||||||
| Other assets | 43 | 41 | ||||||||||||
| Total cash, cash equivalents and restricted cash in the statement of cash flows | $ | 13,318 | $ | 16,003 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Borrowings
During the six months ended April 2, 2022, the Company’s borrowing activity was as follows:
| October 2, 2021 | Borrowings | Payments | Other Activity | April 2, 2022 | |||||||||||||||||||||||||||||||
| Commercial paper with original maturities less than three months | $ | — | $ | 180 | $ | — | $ | — | $ | 180 | |||||||||||||||||||||||||
| Commercial paper with original maturities greater than three months | 1,992 | 654 | (964) | 1 | 1,683 | ||||||||||||||||||||||||||||||
| U.S. dollar denominated notes(1) | 49,090 | — | (1,400) | (70) | 47,620 | ||||||||||||||||||||||||||||||
| Asia Theme Parks borrowings(2) | 1,331 | 70 | — | 39 | 1,440 | ||||||||||||||||||||||||||||||
| Foreign currency denominated debt and other(3) | 1,993 | — | — | (893) | 1,100 | ||||||||||||||||||||||||||||||
| $ | 54,406 | $ | 904 | $ | (2,364) | $ | (923) | $ | 52,023 |
(1)The other activity is primarily due to the amortization of purchase price adjustments on debt assumed in the TFCF acquisition and debt issuance fees.
(2)The other activity is driven by the impact of changes in foreign currency exchange rates.
(3)The other activity is due to market value adjustments for debt with qualifying hedges.
At April 2, 2022, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:
| Committed Capacity | Capacity Used | Unused Capacity | |||||||||||||||
| Facility expiring March 2023 | $ | 5,250 | $ | — | $ | 5,250 | |||||||||||
| Facility expiring March 2025 | 3,000 | — | 3,000 | ||||||||||||||
| Facility expiring March 2027 | 4,000 | — | 4,000 | ||||||||||||||
| Total | $ | 12,250 | $ | — | $ | 12,250 |
The Company refinanced bank facilities totaling $5.25 billion and $4.0 billion, which would have expired in March 2022 and March 2023, respectively. These facilities were refinanced with a new $5.25 billion facility maturing in March 2023 and a new $4.0 billion facility maturing in March 2027. The facility expiring in March 2025 was amended to, among other things, include benchmarks to replace LIBOR and align the interest rate provisions with the new facilities. These facilities allow for borrowings at SOFR-based rates plus a fixed spread that varies with the Company’s debt ratings assigned by Moody’s Investors Service and Standard and Poor’s ranging from 0.755% to 1.225%. The bank facilities contain only one financial covenant, relating to interest coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization and amortization of our film and television production and programming costs, which the Company met on April 2, 2022 by a significant margin. The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default. The Company also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility. As of April 2, 2022, the Company has $1.5 billion of outstanding letters of credit, of which none were issued under this facility.
Cruise Ship Credit Facilities
The Company has credit facilities to finance up to 80% of the contract price of two new cruise ships, which are scheduled to be delivered in 2024 and 2025. Under the facilities, $1.1 billion is available beginning in August 2023 and $1.1 billion is available beginning in August 2024. Each tranche of financing may be utilized within a period of 18 months from the initial availability date. If utilized, the interest rates will be fixed at 3.80% and 3.74%, respectively, and the loan and interest will be payable semi-annually over a 12-year period from the borrowing date. Early repayment is permitted subject to cancellation fees.
The Company did not utilize and terminated a $1.0 billion credit facility for a new cruise ship scheduled to be delivered in 2022.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Interest expense, net
Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 9) are reported net in the Condensed Consolidated Statements of Income and consist of the following:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Interest expense | $ | (374) | $ | (415) | $ | (735) | $ | (819) | |||||||||||||||
| Interest and investment income | 3 | 131 | 37 | 243 | |||||||||||||||||||
| Net periodic pension and postretirement benefit costs (other than service costs) | 16 | (36) | 32 | (68) | |||||||||||||||||||
| Interest expense, net | $ | (355) | $ | (320) | $ | (666) | $ | (644) |
Interest and investment income includes gains and losses on certain publicly traded and non-public investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.
**6.**International Theme Parks
The Company has a 48% ownership interest in the operations of Hong Kong Disneyland Resort and a 43% ownership interest in the operations of Shanghai Disney Resort. The Asia Theme Parks together with Disneyland Paris are collectively referred to as the International Theme Parks.
The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets:
| April 2, 2022 | October 2, 2021 | ||||||||||
| Cash and cash equivalents | $ | 160 | $ | 287 | |||||||
| Other current assets | 124 | 95 | |||||||||
| Total current assets | 284 | 382 | |||||||||
| Parks, resorts and other property | 6,901 | 6,928 | |||||||||
| Other assets | 238 | 176 | |||||||||
| Total assets | $ | 7,423 | $ | 7,486 | |||||||
| Current liabilities | $ | 446 | $ | 473 | |||||||
| Long-term borrowings | 1,370 | 1,331 | |||||||||
| Other long-term liabilities | 443 | 422 | |||||||||
| Total liabilities | $ | 2,259 | $ | 2,226 |
The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the six months ended April 2, 2022:
| Revenues | $ | 1,305 | |||
| Costs and expenses | (1,649) | ||||
| Equity in the loss of investees | (8) |
Asia Theme Parks’ royalty and management fees of $40 million for the six months ended April 2, 2022 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.
International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the six months ended April 2, 2022 were $12 million used in operating activities, $381 million used in investing activities and $90 million provided by financing activities.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Hong Kong Disneyland Resort
The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52% and a 48% equity interest in Hong Kong Disneyland Resort, respectively.
The Company and HKSAR have provided loans to Hong Kong Disneyland Resort with outstanding balances of $150 million and $100 million, respectively. The interest rate on both loans is three month HIBOR plus 2%, and the maturity date is September 2025. The Company’s loan is eliminated in consolidation.
The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.1 billion ($268 million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2023. The outstanding balance under the line of credit at April 2, 2022 was $178 million. The Company’s line of credit is eliminated in consolidation.
Shanghai Disney Resort
Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57% and 43% equity interests in Shanghai Disney Resort, respectively. A management company, in which the Company has a 70% interest and Shendi a 30% interest, operates Shanghai Disney Resort.
The Company has provided Shanghai Disney Resort with loans totaling $915 million, bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. The Company has also provided Shanghai Disney Resort with a 1.0 billion yuan (approximately $0.2 billion) line of credit bearing interest at 8%. As of April 2, 2022, the total amount outstanding under the line of credit was 0.3 billion yuan (approximately $53 million). These balances are eliminated in consolidation.
Shendi has provided Shanghai Disney Resort with loans totaling 8.1 billion yuan (approximately $1.3 billion), bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a 1.4 billion yuan (approximately $0.2 billion) line of credit bearing interest at 8%. As of April 2, 2022 the total amount outstanding under the line of credit was 0.4 billion yuan (approximately $70 million).
**7.**Produced and Acquired/Licensed Content Costs and Advances
The Company classifies its capitalized produced and acquired/licensed content costs as long-term assets and classifies advances for live programming rights made prior to the live event as short-term assets. For purposes of amortization and impairment, the capitalized content costs are classified based on their predominant monetization strategy as follows:
-
Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g. theatrical revenues or sales to third-party television programmers)
-
Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g. subscription revenue for a DTC service or affiliate fees for a cable television network)
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
| As of April 2, 2022 | As of October 2, 2021 | ||||||||||||||||||||||||||||||||||
| Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||||||||||||||||||
| Produced content | |||||||||||||||||||||||||||||||||||
| Released, less amortization | $ | 4,849 | $ | 10,657 | $ | 15,506 | $ | 4,944 | $ | 9,779 | $ | 14,723 | |||||||||||||||||||||||
| Completed, not released | 267 | 1,527 | 1,794 | 630 | 762 | 1,392 | |||||||||||||||||||||||||||||
| In-process | 5,000 | 5,778 | 10,778 | 4,371 | 4,623 | 8,994 | |||||||||||||||||||||||||||||
| In development or pre-production | 296 | 274 | 570 | 351 | 162 | 513 | |||||||||||||||||||||||||||||
| $ | 10,412 | $ | 18,236 | 28,648 | $ | 10,296 | $ | 15,326 | 25,622 | ||||||||||||||||||||||||||
| Licensed content - Television programming rights and advances | 5,497 | 6,110 | |||||||||||||||||||||||||||||||||
| Total produced and licensed content | $ | 34,145 | $ | 31,732 | |||||||||||||||||||||||||||||||
| Current portion | $ | 1,796 | $ | 2,183 | |||||||||||||||||||||||||||||||
| Non-current portion | $ | 32,349 | $ | 29,549 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Amortization of produced and licensed content is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Produced content | |||||||||||||||||||||||
| Predominantly monetized individually | $ | 838 | $ | 758 | $ | 1,871 | $ | 1,370 | |||||||||||||||
| Predominantly monetized as a group | 1,503 | 1,241 | 3,121 | 2,439 | |||||||||||||||||||
| 2,341 | 1,999 | 4,992 | 3,809 | ||||||||||||||||||||
| Licensed programming rights and advances | 2,839 | 2,223 | 7,650 | 6,762 | |||||||||||||||||||
| Total produced and licensed content costs(1) | $ | 5,180 | $ | 4,222 | $ | 12,642 | $ | 10,571 |
(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income.
**8.**Income Taxes
Interim Period Tax Expense
Generally, we record interim period tax expense based on the estimated annual effective tax rate using projections of full-year pre-tax earnings and income tax expense, adjusted for tax expense amounts recognized fully in the quarter they occur. We used this approach to determine tax expense in the first two quarters of fiscal 2022. For interim periods in fiscal 2021, because of the uncertainties associated with the impact of COVID-19 on our projections of full-year pre-tax earnings and income tax expense, our normal approach of calculating interim period tax expense produced an income tax provision that was not meaningful. Accordingly, we calculated interim period fiscal 2021 tax expense based on the year-to-date earnings before tax, a blended U.S. Federal and state statutory tax rate of approximately 23% adjusted for tax expense amounts recognized fully in the quarter they occurred.
Unrecognized Tax Benefits
During the six months ended April 2, 2022, the Company decreased its gross unrecognized tax benefits (before interest and penalties) by $0.2 billion from $2.6 billion to $2.4 billion. In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters, which would reduce our unrecognized tax benefits by $0.2 billion.
**9.**Pension and Other Benefit Programs
The components of net periodic benefit cost are as follows:
| Pension Plans | Postretirement Medical Plans | ||||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended | Six Months Ended | Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||||||||||||||||||||||
| Service costs | $ | 102 | $ | 109 | $ | 202 | $ | 217 | $ | 3 | $ | 2 | $ | 5 | $ | 5 | |||||||||||||||||||||||||||||||
| Other costs (benefits): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest costs | 126 | 115 | 250 | 229 | 13 | 11 | 26 | 23 | |||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | (294) | (274) | (587) | (549) | (14) | (13) | (29) | (27) | |||||||||||||||||||||||||||||||||||||||
| Amortization of previously deferred service costs | 1 | 4 | 2 | 6 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Recognized net actuarial loss | 145 | 185 | 292 | 371 | 7 | 8 | 14 | 15 | |||||||||||||||||||||||||||||||||||||||
| Total other costs (benefits) | (22) | 30 | (43) | 57 | 6 | 6 | 11 | 11 | |||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | 80 | $ | 139 | $ | 159 | $ | 274 | $ | 9 | $ | 8 | $ | 16 | $ | 16 |
During the six months ended April 2, 2022, the Company did not make any material contributions to its pension and postretirement medical plans and does not currently expect to make any material contributions for the remainder of fiscal 2022.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Final minimum funding requirements for fiscal 2022 will be determined based on a January 1, 2022 funding actuarial valuation, which is expected to be received by the end of the fourth quarter of fiscal 2022.
**10.**Earnings Per Share
Diluted earnings per share amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period and are calculated using the treasury stock method for equity-based compensation awards (Awards). A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Shares (in millions): | |||||||||||||||||||||||
| Weighted average number of common and common equivalent shares outstanding (basic) | 1,822 | 1,817 | 1,820 | 1,814 | |||||||||||||||||||
| Weighted average dilutive impact of Awards | 6 | 12 | 8 | 12 | |||||||||||||||||||
| Weighted average number of common and common equivalent shares outstanding (diluted) | 1,828 | 1,829 | 1,828 | 1,826 | |||||||||||||||||||
| Awards excluded from diluted earnings per share | 9 | 3 | 6 | 5 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
**11.**Equity
The following tables summarize the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| AOCI, before tax | |||||||||||||||||||||||
| Second quarter of fiscal 2022 | |||||||||||||||||||||||
| Balance at January 1, 2022 | $ | (83) | $ | (6,823) | $ | (1,084) | $ | (7,990) | |||||||||||||||
| Quarter Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 53 | — | (196) | (143) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (21) | 155 | — | 134 | |||||||||||||||||||
| Balance at April 2, 2022 | $ | (51) | $ | (6,668) | $ | (1,280) | $ | (7,999) | |||||||||||||||
| Second quarter of fiscal 2021 | |||||||||||||||||||||||
| Balance at January 2, 2021 | $ | (419) | $ | (9,227) | $ | (877) | $ | (10,523) | |||||||||||||||
| Quarter Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 131 | 55 | (84) | 102 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | 5 | 194 | — | 199 | |||||||||||||||||||
| Balance at April 3, 2021 | $ | (283) | $ | (8,978) | $ | (961) | $ | (10,222) | |||||||||||||||
| Six months ended fiscal 2022 | |||||||||||||||||||||||
| Balance at October 2, 2021 | $ | (152) | $ | (7,025) | $ | (1,047) | $ | (8,224) | |||||||||||||||
| Six Months Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 140 | 47 | (233) | (46) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (39) | 310 | — | 271 | |||||||||||||||||||
| Balance at April 2, 2022 | $ | (51) | $ | (6,668) | $ | (1,280) | $ | (7,999) | |||||||||||||||
| Six months ended fiscal 2021 | |||||||||||||||||||||||
| Balance at October 3, 2020 | $ | (191) | $ | (9,423) | $ | (1,088) | $ | (10,702) | |||||||||||||||
| Six Months Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | (54) | 57 | 127 | 130 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (38) | 388 | — | 350 | |||||||||||||||||||
| Balance at April 3, 2021 | $ | (283) | $ | (8,978) | $ | (961) | $ | (10,222) |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| Tax on AOCI | |||||||||||||||||||||||
| Second quarter of fiscal 2022 | |||||||||||||||||||||||
| Balance at January 1, 2022 | $ | 23 | $ | 1,606 | $ | 85 | $ | 1,714 | |||||||||||||||
| Quarter Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | (9) | — | 13 | 4 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | 5 | (36) | — | (31) | |||||||||||||||||||
| Balance at April 2, 2022 | $ | 19 | $ | 1,570 | $ | 98 | $ | 1,687 | |||||||||||||||
| Second quarter of fiscal 2021 | |||||||||||||||||||||||
| Balance at January 2, 2021 | $ | 95 | $ | 2,155 | $ | 132 | $ | 2,382 | |||||||||||||||
| Quarter Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | (24) | (13) | 6 | (31) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (2) | (45) | — | (47) | |||||||||||||||||||
| Balance at April 3, 2021 | $ | 69 | $ | 2,097 | $ | 138 | $ | 2,304 | |||||||||||||||
| Six months ended fiscal 2022 | |||||||||||||||||||||||
| Balance at October 2, 2021 | $ | 42 | $ | 1,653 | $ | 89 | $ | 1,784 | |||||||||||||||
| Six Months Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | (32) | (11) | 9 | (34) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | 9 | (72) | — | (63) | |||||||||||||||||||
| Balance at April 2, 2022 | $ | 19 | $ | 1,570 | $ | 98 | $ | 1,687 | |||||||||||||||
| Six months ended fiscal 2021 | |||||||||||||||||||||||
| Balance at October 3, 2020 | $ | 40 | $ | 2,201 | $ | 139 | $ | 2,380 | |||||||||||||||
| Six Months Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 22 | (14) | (1) | 7 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | 7 | (90) | — | (83) | |||||||||||||||||||
| Balance at April 3, 2021 | $ | 69 | $ | 2,097 | $ | 138 | $ | 2,304 |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| AOCI, after tax | |||||||||||||||||||||||
| Second quarter of fiscal 2022 | |||||||||||||||||||||||
| Balance at January 1, 2022 | $ | (60) | $ | (5,217) | $ | (999) | $ | (6,276) | |||||||||||||||
| Quarter Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 44 | — | (183) | (139) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (16) | 119 | — | 103 | |||||||||||||||||||
| Balance at April 2, 2022 | $ | (32) | $ | (5,098) | $ | (1,182) | $ | (6,312) | |||||||||||||||
| Second quarter of fiscal 2021 | |||||||||||||||||||||||
| Balance at January 2, 2021 | $ | (324) | $ | (7,072) | $ | (745) | $ | (8,141) | |||||||||||||||
| Quarter Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 107 | 42 | (78) | 71 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | 3 | 149 | — | 152 | |||||||||||||||||||
| Balance at April 3, 2021 | $ | (214) | $ | (6,881) | $ | (823) | $ | (7,918) | |||||||||||||||
| Six months ended fiscal 2022 | |||||||||||||||||||||||
| Balance at October 2, 2021 | $ | (110) | $ | (5,372) | $ | (958) | $ | (6,440) | |||||||||||||||
| Six Months Ended April 2, 2022: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | 108 | 36 | (224) | (80) | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (30) | 238 | — | 208 | |||||||||||||||||||
| Balance at April 2, 2022 | $ | (32) | $ | (5,098) | $ | (1,182) | $ | (6,312) | |||||||||||||||
| Six months ended fiscal 2021 | |||||||||||||||||||||||
| Balance at October 3, 2020 | $ | (151) | $ | (7,222) | $ | (949) | $ | (8,322) | |||||||||||||||
| Six Months Ended April 3, 2021: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | (32) | 43 | 126 | 137 | |||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | (31) | 298 | — | 267 | |||||||||||||||||||
| Balance at April 3, 2021 | $ | (214) | $ | (6,881) | $ | (823) | $ | (7,918) |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Details about AOCI components reclassified to net income are as follows:
| Gain (loss) in net income: | Affected line item in the Condensed Consolidated Statements of Operations: | Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | |||||||||||||||||||||||||||||
| Market value adjustments, primarily cash flow hedges | Primarily revenue | $ | 21 | $ | (5) | $ | 39 | $ | 38 | |||||||||||||||||||||||
| Estimated tax | Income taxes | (5) | 2 | (9) | (7) | |||||||||||||||||||||||||||
| 16 | (3) | 30 | 31 | |||||||||||||||||||||||||||||
| Pension and postretirement medical expense | Interest expense, net | (155) | (194) | (310) | (388) | |||||||||||||||||||||||||||
| Estimated tax | Income taxes | 36 | 45 | 72 | 90 | |||||||||||||||||||||||||||
| (119) | (149) | (238) | (298) | |||||||||||||||||||||||||||||
| Total reclassifications for the period | $ | (103) | $ | (152) | $ | (208) | $ | (267) |
**12.**Equity-Based Compensation
Compensation expense related to stock options and restricted stock units (RSUs) is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Stock options | $ | 21 | $ | 23 | $ | 45 | $ | 48 | |||||||||||||||
| RSUs | 233 | 113 | 405 | 222 | |||||||||||||||||||
| Total equity-based compensation expense(1) | $ | 254 | $ | 136 | $ | 450 | $ | 270 | |||||||||||||||
| Equity-based compensation expense capitalized during the period | $ | 40 | $ | 22 | $ | 70 | $ | 56 |
(1)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.
Unrecognized compensation cost related to unvested stock options and RSUs was $136 million and $2.0 billion, respectively, as of April 2, 2022.
During the six months ended April 2, 2022 and April 3, 2021, the weighted average grant date fair values for options granted were $47.39 and $58.41, respectively, and for RSUs were $148.75 and $180.68, respectively.
During the six months ended April 2, 2022, the Company made equity compensation grants consisting of 1.7 million stock options and 9.8 million RSUs.
**13.**Commitments and Contingencies
Legal Matters
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various legal actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management does not believe that the Company has incurred a probable material loss by reason of any of those actions.
**14.**Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:
Level 1 - Quoted prices for identical instruments in active markets
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement Level:
| Fair Value Measurement at April 2, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments | $ | 365 | $ | — | $ | — | $ | 365 | |||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | — | 7 | — | 7 | |||||||||||||||||||
| Foreign exchange | — | 943 | — | 943 | |||||||||||||||||||
| Other | — | 36 | — | 36 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | — | (1,026) | — | (1,026) | |||||||||||||||||||
| Foreign exchange | — | (770) | — | (770) | |||||||||||||||||||
| Other | — | (2) | — | (2) | |||||||||||||||||||
| Other | — | (417) | — | (417) | |||||||||||||||||||
| Total recorded at fair value | $ | 365 | $ | (1,229) | $ | — | $ | (864) | |||||||||||||||
| Fair value of borrowings | $ | — | $ | 52,253 | $ | 1,524 | $ | 53,777 |
| Fair Value Measurement at October 2, 2021 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments | $ | 950 | $ | — | $ | — | $ | 950 | |||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | — | 186 | — | 186 | |||||||||||||||||||
| Foreign exchange | — | 707 | — | 707 | |||||||||||||||||||
| Other | — | 10 | — | 10 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | — | (287) | — | (287) | |||||||||||||||||||
| Foreign exchange | — | (618) | — | (618) | |||||||||||||||||||
| Other | — | (8) | — | (8) | |||||||||||||||||||
| Other | — | (375) | — | (375) | |||||||||||||||||||
| Total recorded at fair value | $ | 950 | $ | (385) | $ | — | $ | 565 | |||||||||||||||
| Fair value of borrowings | $ | — | $ | 58,913 | $ | 1,411 | $ | 60,324 |
The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is mitigated by master netting agreements and collateral posting arrangements with certain counterparties, had an impact on derivative fair value estimates that was not material.
Level 2 other liabilities are primarily arrangements that are valued based on the fair value of underlying investments, which are generally measured using Level 1 and Level 2 fair value techniques.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Level 2 borrowings, which include commercial paper, U.S. dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.
Level 3 borrowings include the Asia Theme Park borrowings, which are valued based on the current borrowing cost and credit risk of the Asia Theme Parks as well as prevailing market interest rates.
The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values.
**15.**Derivative Instruments
The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.
The Company’s derivative positions measured at fair value are summarized in the following tables:
| As of April 2, 2022 | |||||||||||||||||||||||
| Current Assets | Other Assets | Other Current Liabilities | Other Long- Term Liabilities | ||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||
| Foreign exchange | $ | 311 | $ | 330 | $ | (218) | $ | (151) | |||||||||||||||
| Interest rate | 7 | — | (1,026) | — | |||||||||||||||||||
| Other | 24 | 3 | (1) | (1) | |||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||
| Foreign exchange | 184 | 118 | (243) | (158) | |||||||||||||||||||
| Other | 9 | — | — | — | |||||||||||||||||||
| Gross fair value of derivatives | 535 | 451 | (1,488) | (310) | |||||||||||||||||||
| Counterparty netting | (414) | (393) | 593 | 214 | |||||||||||||||||||
| Cash collateral (received) paid | (69) | — | 855 | 49 | |||||||||||||||||||
| Net derivative positions | $ | 52 | $ | 58 | $ | (40) | $ | (47) |
| As of October 2, 2021 | |||||||||||||||||||||||
| Current Assets | Other Assets | Other Current Liabilities | Other Long- Term Liabilities | ||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||
| Foreign exchange | $ | 165 | $ | 240 | $ | (122) | $ | (83) | |||||||||||||||
| Interest rate | — | 186 | (287) | — | |||||||||||||||||||
| Other | 10 | — | — | — | |||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||
| Foreign exchange | 183 | 119 | (208) | (205) | |||||||||||||||||||
| Other | (8) | — | — | — | |||||||||||||||||||
| Gross fair value of derivatives | 350 | 545 | (617) | (288) | |||||||||||||||||||
| Counterparty netting | (301) | (360) | 460 | 201 | |||||||||||||||||||
| Cash collateral (received) paid | (3) | (51) | 157 | 73 | |||||||||||||||||||
| Net derivative positions | $ | 46 | $ | 134 | $ | — | $ | (14) |
Interest Rate Risk Management
The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.
The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings indexed to LIBOR. The total notional amount of the Company’s pay-floating interest rate swaps at April 2, 2022 and October 2, 2021, was $15.2 billion and $15.1 billion, respectively.
The following table summarizes fair value hedge adjustments to hedged borrowings:
| Carrying Amount of Hedged Borrowings | Fair Value Adjustments Included in Hedged Borrowings | ||||||||||||||||||||||
| April 2, 2022 | October 2, 2021 | April 2, 2022 | October 2, 2021 | ||||||||||||||||||||
| Borrowings: | |||||||||||||||||||||||
| Current | $ | 1,500 | $ | 505 | $ | 2 | $ | 5 | |||||||||||||||
| Long-term | 13,254 | 15,136 | (1,019) | (103) | |||||||||||||||||||
| $ | 14,754 | $ | 15,641 | $ | (1,017) | $ | (98) |
The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Gain (loss) on: | |||||||||||||||||||||||
| Pay-floating swaps | $ | (741) | $ | (577) | $ | (919) | $ | (724) | |||||||||||||||
| Borrowings hedged with pay-floating swaps | 741 | 577 | 919 | 724 | |||||||||||||||||||
| Benefit (expense) associated with interest accruals on pay-floating swaps | 33 | 36 | 70 | 71 |
The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at April 2, 2022 or at October 2, 2021, and gains and losses related to pay-fixed interest rate swaps recognized in earnings for the quarter ended April 2, 2022 and April 3, 2021 were not material.
Foreign Exchange Risk Management
The Company transacts business globally and is subject to risks associated with changing foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with foreign currency exchange rate changes, enabling management to focus on core business issues and challenges.
The Company enters into option and forward contracts that change in value as foreign currency exchange rates change to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment. The principal currencies hedged are the euro, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of April 2, 2022 and October 2, 2021, the notional amounts of the Company’s net foreign exchange cash flow hedges were $9.0 billion and $6.9 billion, respectively. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months total $142 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Gain (loss) recognized in Other Comprehensive Income | $ | 42 | $ | 92 | $ | 121 | $ | (59) | |||||||||||||||
| Gain (loss) reclassified from AOCI into the Statements of Operations(1) | 13 | (4) | 26 | 40 |
(1)Primarily recorded in revenue.
The Company designates cross currency swaps as fair value hedges of foreign currency denominated borrowings. The impact from the change in foreign currency on both the cross currency swap and borrowing is recorded to “Interest expense, net.” The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross currency swap. As of April 2, 2022 and October 2, 2021, the total notional amounts of the Company’s designated cross currency swaps were Canadian $1.3 billion ($1.0 billion) and Canadian $1.3 billion ($1.0 billion), respectively.
The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | ||||||||||||||||||||
| Gain (loss) on: | |||||||||||||||||||||||
| Cross currency swaps | $ | 11 | $ | 14 | $ | 12 | $ | 56 | |||||||||||||||
| Borrowings hedged with cross currency swaps | (11) | (14) | (12) | (56) |
Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting. The notional amounts of these foreign exchange contracts at April 2, 2022 and October 2, 2021 were $4.9 billion and $3.5 billion, respectively. The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income:
| Costs and Expenses | Interest expense, net | Income Tax Expense | |||||||||||||||||||||||||||||||||
| Quarter Ended: | April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | April 2, 2022 | April 3, 2021 | |||||||||||||||||||||||||||||
| Net gains (losses) on foreign currency denominated assets and liabilities | $ | (82) | $ | (97) | $ | (13) | $ | (14) | $ | 37 | $ | 25 | |||||||||||||||||||||||
| Net gains (losses) on foreign exchange risk management contracts not designated as hedges | 37 | 91 | 10 | 12 | (35) | (20) | |||||||||||||||||||||||||||||
| Net gains (losses) | $ | (45) | $ | (6) | $ | (3) | $ | (2) | $ | 2 | $ | 5 | |||||||||||||||||||||||
| Six Months Ended: | |||||||||||||||||||||||||||||||||||
| Net gains (losses) on foreign currency denominated assets and liabilities | $ | (145) | $ | 61 | $ | (12) | $ | (55) | $ | 45 | $ | (34) | |||||||||||||||||||||||
| Net gains (losses) on foreign exchange risk management contracts not designated as hedges | 70 | (96) | 10 | 55 | (43) | 30 | |||||||||||||||||||||||||||||
| Net gains (losses) | $ | (75) | $ | (35) | $ | (2) | $ | — | $ | 2 | $ | (4) |
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Commodity Price Risk Management
The Company is subject to the volatility of commodities prices and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of commodity purchases. The notional amount of these commodities contracts at April 2, 2022 and October 2, 2021 and related gains or losses recognized in earnings for the quarter and six months ended April 2, 2022 and April 3, 2021 were not material.
Risk Management – Other Derivatives Not Designated as Hedges
The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for hedge accounting. These contracts, which include certain total return swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings. The notional amounts of these contracts at both April 2, 2022 and October 2, 2021 were $0.4 billion. The related gains or losses recognized in earnings were not material for the quarters ended April 2, 2022 and April 3, 2021.
Contingent Features and Cash Collateral
The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty were $991 million and $244 million on April 2, 2022 and October 2, 2021, respectively.
**16.**Restructuring and Impairment Charges
For both the quarter and six months ended April 2, 2022, the Company recorded charges of $0.2 billion due to the impairment of an intangible asset related to the Disney Channel in Russia. For the quarter and six months ended April 3, 2021, the Company recorded charges of $0.4 billion and $0.5 billion, respectively, primarily due to the planned closure of an animation studio and a substantial number of our Disney-branded retail stores as well as severance costs at our parks and resorts and other businesses. These charges are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income.
**17.**New Accounting Pronouncements
Accounting Pronouncements Adopted in Fiscal 2022
Simplifying the Accounting for Income Taxes
In December 2019, the Financial Accounting Standards Board (FASB) issued guidance which simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. The Company adopted the new guidance in the first quarter of fiscal 2022. The adoption did not have a material impact on our financial statements.
Facilitation of the Effects of Reference Rate Reform
In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying current GAAP to contracts, hedging relationships, and other transactions affected by the transition from the use of LIBOR to an alternative reference rate. The guidance is applicable to contracts entered into before January 1, 2023. The Company adopted the new guidance in the first quarter of fiscal 2022. The adoption did not have a material impact on our financial statements.
Accounting Pronouncements Not Yet Adopted
Disclosures by Business Entities about Government Assistance
In November 2021, the FASB issued guidance requiring annual disclosures about transactions with a government that are accounted for by analogizing to a grant or contribution accounting model. The new guidance requires the disclosure of the nature of the transactions, the accounting for the transactions, and the effect of the transactions on the financial statements. The guidance is effective for annual periods beginning with the Company’s 2023 fiscal year (with early adoption permitted). While
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
the guidance will not have an effect on the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets upon adoption, the Company is currently assessing the impacts this guidance will have on its financial statement disclosures.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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