SEC Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
 
Commission File Number 1-11605
April 2, 2016
 
 
 
 
 
 
 
 
Incorporated in Delaware
 
I.R.S. Employer Identification
 
 
No. 95-4545390
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer
 
x
 
Accelerated filer
 
¨
 
 
 
 
 
Non-accelerated filer (do not check if smaller reporting company)
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
There were 1,622,440,708 shares of common stock outstanding as of May 4, 2016.



PART I. FINANCIAL INFORMATION
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,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Revenues:
 
 
 
 
 
 
 
Services
$
11,171

 
$
10,552

 
$
23,793

 
$
21,279

Products
1,798

 
1,909

 
4,420

 
4,573

Total revenues
12,969

 
12,461

 
28,213

 
25,852

Costs and expenses:
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
(5,566
)
 
(5,543
)
 
(12,622
)
 
(11,677
)
Cost of products (exclusive of depreciation and amortization)
(1,298
)
 
(1,147
)
 
(2,865
)
 
(2,669
)
Selling, general, administrative and other
(2,137
)
 
(2,081
)
 
(4,162
)
 
(4,016
)
Depreciation and amortization
(605
)
 
(584
)
 
(1,212
)
 
(1,176
)
Total costs and expenses
(9,606
)
 
(9,355
)
 
(20,861
)
 
(19,538
)
Restructuring and impairment charges
—

 
—

 
(81
)
 
—

Interest income/(expense), net
(67
)
 
8

 
(91
)
 
(50
)
Equity in the income of investees
150

 
206

 
624

 
418

Income before income taxes
3,446

 
3,320

 
7,804

 
6,682

Income taxes
(1,170
)
 
(1,092
)
 
(2,618
)
 
(2,210
)
Net income
2,276

 
2,228

 
5,186

 
4,472

Less: Net income attributable to noncontrolling interests
(133
)
 
(120
)
 
(163
)
 
(182
)
Net income attributable to The Walt Disney Company (Disney)
$
2,143

 
$
2,108

 
$
5,023

 
$
4,290

 
 
 
 
 
 
 
 
Earnings per share attributable to Disney:
 
 
 
 
 
 
 
Diluted
$
1.30

 
$
1.23

 
$
3.04

 
$
2.50

 
 
 
 
 
 
 
 
Basic
$
1.31

 
$
1.24

 
$
3.06

 
$
2.52

 
 
 
 
 
 
 
 
Weighted average number of common and common equivalent shares outstanding:
 
 
 
 
 
 
 
Diluted
1,643

 
1,715

 
1,655

 
1,716

 
 
 
 
 
 
 
 
Basic
1,633

 
1,699

 
1,643

 
1,700

 
 
 
 
 
 
 
 
Dividends declared per share
$
—

 
$
—

 
$
0.71

 
$
1.15

See Notes to Condensed Consolidated Financial Statements

2


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in millions)
 
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Net income
$
2,276

 
$
2,228

 
$
5,186

 
$
4,472

Other comprehensive income/(loss), net of tax:
 
 
 
 
 
 
 
Market value adjustments for investments
(1
)
 
(54
)
 
(4
)
 
(70
)
Market value adjustments for hedges
(204
)
 
129

 
(229
)
 
264

Pension and postretirement medical plan adjustments
40

 
34

 
82

 
78

Foreign currency translation and other
54

 
(84
)
 
(59
)
 
(179
)
Other comprehensive income/(loss)
(111
)
 
25

 
(210
)
 
93

Comprehensive income
2,165

 
2,253

 
4,976

 
4,565

Less: Net income attributable to noncontrolling interests
(133
)
 
(120
)
 
(163
)
 
(182
)
Less: Other comprehensive (income)/loss attributable to noncontrolling interests
(19
)
 
12

 
32

 
32

Comprehensive income attributable to Disney
$
2,013

 
$
2,145

 
$
4,845

 
$
4,415

See Notes to Condensed Consolidated Financial Statements





3

THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
 
April 2,
2016
 
October 3,
2015
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
5,015

 
$
4,269

Receivables
8,874

 
8,019

Inventories
1,352

 
1,571

Television costs and advances
977

 
1,170

Deferred income taxes
—

 
767

Other current assets
781

 
962

Total current assets
16,999

 
16,758

Film and television costs
6,484

 
6,183

Investments
3,247

 
2,643

Parks, resorts and other property
 
 
 
Attractions, buildings and equipment
43,577

 
42,745

Accumulated depreciation
(25,857
)
 
(24,844
)
 
17,720

 
17,901

Projects in progress
7,454

 
6,028

Land
1,247

 
1,250

 
26,421

 
25,179

Intangible assets, net
7,052

 
7,172

Goodwill
27,817

 
27,826

Other assets
2,244

 
2,421

Total assets
$
90,264

 
$
88,182

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable and other accrued liabilities
$
7,252

 
$
7,844

Current portion of borrowings
5,755

 
4,563

Unearned royalties and other advances
4,066

 
3,927

Total current liabilities
17,073

 
16,334

Borrowings
15,367

 
12,773

Deferred income taxes
4,044

 
4,051

Other long-term liabilities
5,770

 
6,369

Commitments and contingencies (Note 10)


 


Equity
 
 
 
Preferred stock, $.01 par value, Authorized – 100 million shares, Issued – none
—

 
—

Common stock, $.01 par value, Authorized – 4.6 billion shares, Issued – 2.9 billion
shares at April 2, 2016 and 2.8 billion shares at October 3, 2015
35,448

 
35,122

Retained earnings
62,870

 
59,028

Accumulated other comprehensive loss
(2,599
)
 
(2,421
)
 
95,719

 
91,729

Treasury stock, at cost, 1.2 billion shares
(51,595
)
 
(47,204
)
Total Disney Shareholders’ equity
44,124

 
44,525

Noncontrolling interests
3,886

 
4,130

Total equity
48,010

 
48,655

Total liabilities and equity
$
90,264

 
$
88,182

See Notes to Condensed Consolidated Financial Statements

4


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
OPERATING ACTIVITIES
 
 
 
Net income
$
5,186

 
$
4,472

Depreciation and amortization
1,212

 
1,176

Gains on sales of investments
(27
)
 
(56
)
Deferred income taxes
797

 
202

Equity in the income of investees
(624
)

(418
)
Cash distributions received from equity investees
383

 
349

Net change in film and television costs and advances
35

 
(33
)
Equity-based compensation
205

 
213

Other
124

 
175

Changes in operating assets and liabilities:
 
 
 
Receivables
(542
)
 
(208
)
Inventories
218

 
129

Other assets
63

 
(110
)
Accounts payable and other accrued liabilities
(746
)
 
(847
)
Income taxes
(522
)
 
(271
)
Cash provided by operations
5,762

 
4,773

 
 
 
 
INVESTING ACTIVITIES
 
 
 
Investments in parks, resorts and other property
(2,556
)
 
(1,905
)
Sales of investments
42

 
81

Acquisitions
(400
)
 
—

Other
(124
)
 
(3
)
Cash used in investing activities
(3,038
)
 
(1,827
)
 
 
 
 
FINANCING ACTIVITIES
 
 
 
Commercial paper borrowings, net
709

 
1,954

Borrowings
3,766

 
117

Reduction of borrowings
(626
)
 
(1,953
)
Dividends
(1,168
)
 
(1,948
)
Repurchases of common stock
(4,391
)
 
(1,788
)
Proceeds from exercise of stock options
160

 
235

Contributions from noncontrolling interest holders
—

 
829

Other
(431
)
 
209

Cash used in financing activities
(1,981
)
 
(2,345
)
 
 
 
 
Impact of exchange rates on cash and cash equivalents
3

 
(277
)
 
 
 
 
Change in cash and cash equivalents
746

 
324

Cash and cash equivalents, beginning of period
4,269

 
3,421

Cash and cash equivalents, end of period
$
5,015

 
$
3,745

See Notes to Condensed Consolidated Financial Statements

5


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
 
 
Quarter Ended
 
April 2, 2016
 
March 28, 2015
 
Disney
Shareholders
 
Non-
controlling
Interests
 
Total
Equity
 
Disney
Shareholders
 
Non-
controlling
Interests
 
Total
Equity
Beginning balance
$
43,958

 
$
4,240

 
$
48,198

 
$
44,165

 
$
3,628

 
$
47,793

Comprehensive income
2,013

 
152

 
2,165

 
2,145

 
108

 
2,253

Equity compensation activity
194

 
—

 
194

 
244

 
—

 
244

Common stock repurchases
(2,039
)
 
—

 
(2,039
)
 
(485
)
 
—

 
(485
)
Contributions
—

 
—

 
—

 
—

 
478

 
478

Distributions and other
(2
)
 
(506
)
 
(508
)
 
(31
)
 
(515
)
 
(546
)
Ending balance
$
44,124

 
$
3,886

 
$
48,010

 
$
46,038

 
$
3,699

 
$
49,737

See Notes to Condensed Consolidated Financial Statements



6


THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
 
 
Six Months Ended
 
April 2, 2016
 
March 28, 2015
 
Disney
Shareholders
 
Non-
controlling
Interests
 
Total
Equity
 
Disney
Shareholders
 
Non-
controlling
Interests
 
Total
Equity
Beginning balance
$
44,525

 
$
4,130

 
$
48,655

 
$
44,958

 
$
3,220

 
$
48,178

Comprehensive income
4,845

 
131

 
4,976

 
4,415

 
150

 
4,565

Equity compensation activity
322

 
—

 
322

 
423

 
—

 
423

Dividends
(1,168
)
 
—

 
(1,168
)
 
(1,948
)
 
—

 
(1,948
)
Common stock repurchases
(4,391
)
 
—

 
(4,391
)
 
(1,788
)
 
—

 
(1,788
)
Contributions
—

 
—

 
—

 
—

 
829

 
829

Distributions and other
(9
)
 
(375
)
 
(384
)
 
(22
)
 
(500
)
 
(522
)
Ending balance
$
44,124

 
$
3,886

 
$
48,010

 
$
46,038

 
$
3,699

 
$
49,737

See Notes to Condensed Consolidated Financial Statements


7


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 presentation of the results for the interim period. Operating results for the six months ended April 2, 2016 are not necessarily indicative of the results that may be expected for the year ending October 1, 2016. Certain reclassifications have been made in the prior-year financial statements to conform to the current-year presentation.
These financial statements should be read in conjunction with the Company’s 2015 Annual Report on Form 10-K.
The Company enters into relationships or investments with other entities that may be a variable interest entity (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 to the VIE (as defined by ASC 810-10-25-38). Disneyland Paris, Hong Kong Disneyland Resort (HKDL) and Shanghai Disney Resort (collectively the International Theme Parks) are VIEs. Company subsidiaries (the Management Companies) have management agreements with the International 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 International Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the International Theme Parks. Therefore, the Company has consolidated the International Theme Parks in its financial statements.
The terms “Company,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company and the subsidiaries through which our various businesses are actually conducted.
 
2.
Segment Information
The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. Fiscal 2015 segment financial information has been restated to reflect the combination of the Consumer Products and Interactive segments into a single segment effective at the beginning of fiscal 2016.
Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, interest income/(expense), income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees. Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.
Equity in the income of investees is included in segment operating income as follows: 
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Media Networks
 
 
 
 
 
 
 
Cable Networks
$
175

 
$
223

 
$
389

 
$
465

Broadcasting
(24
)
 
(18
)
 
(96
)
 
(47
)
Equity in the income of investees included in segment operating income
151

 
205

 
$
293

 
$
418

Vice Gain
—

 
—

 
332

 
—

Other
(1
)
 
1

 
(1
)
 
—

Total equity in the income of investees
$
150

 
$
206

 
$
624

 
$
418

During the six months ended April 2, 2016, the Company recognized its share of a net gain recorded by A&E Television Networks (A&E), a joint venture owned 50% by the Company, in connection with A&E’s acquisition of an interest in Vice

8
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


Group Holding, Inc. (Vice) (Vice Gain). The Company’s $332 million share of the Vice Gain is recorded in "Equity in the income of investees" in the Condensed Consolidated Statement of Income but is not included in segment operating income. See Note 3 for further discussion of the transaction.
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Revenues (1):
 
 
 
 
 
 
 
Media Networks
$
5,793

 
$
5,810

 
$
12,125

 
$
11,670

Parks and Resorts
3,928

 
3,760

 
8,209

 
7,670

Studio Entertainment
2,062

 
1,685

 
4,783

 
3,543

Consumer Products & Interactive Media
1,186

 
1,206

 
3,096

 
2,969

 
$
12,969

 
$
12,461

 
$
28,213

 
$
25,852

Segment operating income (1):
 
 
 
 
 
 
 
Media Networks
$
2,299

 
$
2,101

 
$
3,711

 
$
3,596

Parks and Resorts
624

 
566

 
1,605

 
1,371

Studio Entertainment
542

 
427

 
1,556

 
971

Consumer Products & Interactive Media
357

 
388

 
1,217

 
1,089

 
$
3,822

 
$
3,482

 
$
8,089

 
$
7,027


(1) Studio Entertainment segment revenues and operating income include an allocation of Consumer Products & Interactive Media revenues, which is meant to reflect royalties on sales of merchandise based on certain film properties. The increase to Studio Entertainment revenues and operating income and corresponding decrease to Consumer Products & Interactive Media revenues and operating income totaled $180 million and $133 million for the quarters ended April 2, 2016 and March 28, 2015, respectively, and $442 million and $278 million for the six months ended April 2, 2016 and March 28, 2015, respectively.
A reconciliation of segment operating income to income before income taxes is as follows:
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Segment operating income
$
3,822

 
$
3,482

 
$
8,089

 
$
7,027

Corporate and unallocated shared expenses
(162
)
 
(170
)
 
(298
)
 
(295
)
Restructuring and impairment charges
—

 
—

 
(81
)
 
—

Interest income/(expense), net
(67
)
 
8

 
(91
)
 
(50
)
Vice Gain
—

 
—

 
332

 
—

Infinity Charge(1)
(147
)
 
—

 
(147
)
 
—

Income before income taxes
$
3,446

 
$
3,320

 
$
7,804

 
$
6,682

 
(1) For the quarter ended April 2, 2016, the Company recorded charges related to the discontinuation of our self-published console games business, principally Infinity (Infinity Charge). The Infinity Charge was primarily due to an inventory write-down. The charge also included severance and other asset impairments. The charge was reported in Cost of products in the Condensed Consolidated Statement of Income.


9
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


3.
Acquisitions
Vice/A&E
Vice is a media company targeting a millennial audience through news and pop culture content and creative brand integration. During the first quarter of fiscal 2016, A&E acquired an 8% interest in Vice in exchange for a 49.9% interest in one of A&E’s cable channels, H2, which has been rebranded as Viceland and programmed with Vice content. As a result of this exchange, A&E recognized a net non-cash gain based on the estimated fair value of H2. The Company’s share of the Vice Gain totaled $332 million and was recorded in "Equity in the income of investees" in the Condensed Consolidated Statement of Income for the six months ended April 2, 2016. At April 2, 2016, A&E had a 20% interest in Vice.
In addition, during the first quarter of fiscal 2016, the Company acquired an 11% interest in Vice for $400 million of cash.
The Company accounts for its interests in A&E and Vice as equity method investments.
Maker Studios
On May 7, 2014, the Company acquired Maker Studios, Inc. (Maker), a leading network of online video content, for approximately $500 million of cash consideration. Maker shareholders were eligible to receive up to $450 million of additional cash upon Maker’s achievement of certain performance targets for calendar years 2014 and 2015. At the date of the acquisition, the Company recorded a $198 million liability for the fair value of the contingent consideration (determined by a probability weighting of potential payouts). In fiscal 2015, the Company paid $105 million, and in January 2016, the Company made a final payment of $70 million for the contingent consideration.

4.
Borrowings
During the six months ended April 2, 2016, the Company’s borrowing activity was as follows: 
 
October 3,
2015
 
Borrowings
 
Payments
 
Other
Activity
 
April 2,
2016
Commercial paper with original maturities less than three months(1)
$
2,330

 
$
—

 
$
(1,221
)
 
$
4

 
$
1,113

Commercial paper with original maturities greater than three months
100

 
3,630

 
(1,700
)
 
1

 
2,031

U.S. medium-term notes
13,873

 
2,987

 
(500
)
 
9

 
16,369

Foreign currency denominated debt and other(2)
714

 
160

 
(126
)
 
43

 
791

International Theme Parks borrowings(3)
319

 
607

 
—

 
(108
)
 
818

Total
$
17,336

 
$
7,384

 
$
(3,547
)
 
$
(51
)
 
$
21,122

(1) 
Borrowings and payments are reported net.
(2) 
The other activity is primarily market value adjustments for debt with qualifying hedges.
(3) 
The other activity is primarily the conversion of HKDL debt into equity. See Note 5 for further discussion of the transaction.
The Company has bank facilities with a syndicate of lenders to support commercial paper borrowings. The following is a summary of the bank facilities at April 2, 2016:
 
Committed
Capacity
 
Capacity
Used
 
Unused
Capacity
Facility expiring March 2017
$
1,500

 
$
—

 
$
1,500

Facility expiring March 2019
2,250

 
—

 
2,250

Facility expiring March 2021
2,250

 
—

 
2,250

Total
$
6,000

 
$
—

 
$
6,000

The Company had bank facilities for $1.5 billion and $2.25 billion, which were expiring in March 2016 and June 2017, respectively. These facilities were refinanced in the second quarter of fiscal 2016 and the maturities were extended to March 2017 and 2021, respectively. All of the above bank facilities allow for borrowings at LIBOR-based rates plus a spread depending on the credit default swap spread applicable to the Company’s debt, subject to a cap and floor that vary with the Company’s debt rating assigned by Moody’s Investors Service and Standard and Poor’s. The spread above LIBOR can range

10
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


from 0.23% to 1.63%. The Company also has the ability to issue up to $800 million of letters of credit under the facility expiring in March 2019, which if utilized, reduces available borrowings under this facility. As of April 2, 2016, $192 million of letters of credit were outstanding, of which none were issued under this facility. The facilities contain only one financial covenant, relating to interest coverage, which the Company met on April 2, 2016 by a significant margin, and specifically exclude certain entities, including the International Theme Parks, from any representations, covenants, or events of default.

Interest income/(expense), net
Interest and investment income and interest expense are reported net in the Condensed Consolidated Statements of Income and consist of the following (net of capitalized interest):
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Interest expense
$
(81
)
 
$
(66
)
 
$
(147
)
 
$
(135
)
Interest and investment income
14

 
74

 
56

 
85

Interest income/(expense), net
$
(67
)
 
$
8

 
$
(91
)
 
$
(50
)

Interest and investment income includes gains and losses on the sale of publicly and non-publicly traded investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.
Realized net gains on publicly and non-publicly traded investments are as follows:
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Publicly traded
$
—

 
$
48

 
$
—

 
$
48

Non-publicly traded
—

 
7

 
26

 
7

Realized net gains
$
—

 
$
55

 
$
26

 
$
55



11
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


5.
International Theme Park Investments
At April 2, 2016, the Company had an 81% effective ownership interest in the operations of Disneyland Paris, a 47% ownership interest in the operations of HKDL and a 43% ownership interest in the operations of Shanghai Disney Resort, all of which are VIEs consolidated in the Company’s financial statements. See Note 1 for the Company’s policy on consolidating VIEs.
The following tables present summarized balance sheet information for the Company as of April 2, 2016 and October 3, 2015, reflecting the impact of consolidating the International Theme Parks balance sheets.
 
As of April 2, 2016
 
Before 
International
Theme Parks
Consolidation
 
International
Theme Parks
and Adjustments
 
Total
Cash and cash equivalents
$
4,129

 
$
886

 
$
5,015

Other current assets
11,701

 
283

 
11,984

Total current assets
15,830

 
1,169

 
16,999

Investments/Advances
8,016

 
(4,769
)
 
3,247

Parks, resorts and other property
17,586

 
8,835

 
26,421

Other assets
43,521

 
76

 
43,597

Total assets
$
84,953

 
$
5,311

 
$
90,264

 
 
 
 
 
 
Current portion of borrowings
$
5,755

 
$
—

 
$
5,755

Other current liabilities
10,124

 
1,194

 
11,318

Total current liabilities
15,879

 
1,194

 
17,073

Borrowings
14,549

 
818

 
15,367

Deferred income taxes and other long-term liabilities
9,591

 
223

 
9,814

Equity
44,934

 
3,076

 
48,010

Total liabilities and equity
$
84,953

 
$
5,311

 
$
90,264

 
 
As of October 3, 2015
 
Before 
International
Theme Parks
Consolidation
 
International
Theme Parks
and Adjustments
 
Total
Cash and cash equivalents
$
3,488

 
$
781

 
$
4,269

Other current assets
12,237

 
252

 
12,489

Total current assets
15,725

 
1,033

 
16,758

Investments/Advances
7,505

 
(4,862
)
 
2,643

Parks, resorts and other property
17,431

 
7,748

 
25,179

Other assets
43,540

 
62

 
43,602

Total assets
$
84,201

 
$
3,981

 
$
88,182

 
 
 
 
 
 
Current portion of borrowings
$
4,562

 
$
1

 
$
4,563

Other current liabilities
11,331

 
440

 
11,771

Total current liabilities
15,893

 
441

 
16,334

Borrowings
12,454

 
319

 
12,773

Deferred income taxes and other long-term liabilities
10,225

 
195

 
10,420

Equity
45,629

 
3,026

 
48,655

Total liabilities and equity
$
84,201

 
$
3,981

 
$
88,182


12
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


The following table presents summarized income statement information of the Company for the six months ended April 2, 2016, reflecting the impact of consolidating the International Theme Parks income statements.
 
Before 
International
Theme Parks
Consolidation(1)
 
International
Theme Parks
and Adjustments
 
Total
Revenues
$
27,313

 
$
900

 
$
28,213

Cost and expenses
(19,680
)
 
(1,181
)
 
(20,861
)
Restructuring and impairment charges
(81
)
 
—

 
(81
)
Interest expense, net
(68
)
 
(23
)
 
(91
)
Equity in the income of investees
412

 
212

 
624

Income before income taxes
7,896

 
(92
)
 
7,804

Income taxes
(2,618
)
 
—

 
(2,618
)
Net income
$
5,278

 
$
(92
)
 
$
5,186

 
(1) 
In the six months ended April 2, 2016, royalty and management fees from the International Theme Parks totaling $65 million are included in Revenues, and our share of the net income/(loss) of the International Theme Parks is included in Equity in the income of investees.
 
The following table presents summarized cash flow statement information of the Company for the six months ended April 2, 2016, reflecting the impact of consolidating the International Theme Parks cash flow statements. 
 
Before 
International
Theme Parks
Consolidation
 
International
Theme Parks
and Adjustments
 
Total
Cash provided by operations
$
5,654

 
$
108

 
$
5,762

Investments in parks, resorts and other property
(1,384
)
 
(1,172
)
 
(2,556
)
Cash (used in)/provided by other investing activities
(1,043
)
 
561

 
(482
)
Cash (used in)/provided by financing activities
(2,588
)
 
607

 
(1,981
)
Impact of exchange rates on cash and cash equivalents
2

 
1

 
3

Change in cash and cash equivalents
641

 
105

 
746

Cash and cash equivalents, beginning of period
3,488

 
781

 
4,269

Cash and cash equivalents, end of period
$
4,129

 
$
886

 
$
5,015

Disneyland Paris    
During calendar 2015, Disneyland Paris completed a recapitalization consisting of the following:
•
A €0.4 billion equity rights offering of which the Company funded €0.2 billion in February 2015. 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, Disneyland Paris repaid €0.3 billion that was outstanding under then existing lines of credit from the Company. These lines of credit have been replaced by a new €0.4 billion line of credit from the Company bearing interest at EURIBOR plus 2% and maturing in 2023. There is no outstanding balance under the new line of credit at April 2, 2016. As of April 2, 2016, the total outstanding balance of loans provided by the Company to Disneyland Paris was €1.0 billion.
•
In September 2015, the Company completed a mandatory tender offer to the other Disneyland Paris shareholders and acquired €0.1 billion in shares at €1.25 per share, which increased the Company’s effective ownership by an additional eight percentage points.

13
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


•
Following the completion of the mandatory tender offer and to offset the dilution caused by the loan conversion, in November 2015 certain Disneyland Paris shareholders purchased €0.05 billion in shares from the Company at €1.25 per share, which decreased the Company’s effective ownership by four percentage points.
As of April 2, 2016, the Company had an 81% effective ownership interest in Disneyland Paris.
Hong Kong Disneyland Resort
At April 2, 2016, the Government of the Hong Kong Special Administrative Region (HKSAR) and the Company had 53% and 47% equity interests in HKDL, respectively. HKSAR holds a right to receive additional shares over time to the extent HKDL exceeds certain return on asset performance targets. The amount of additional shares HKSAR can receive is capped on both an annual and cumulative basis and could decrease the Company’s equity interest by up to an additional 7 percentage points over a period no shorter than 16 years.
HKDL is building a third hotel at the resort, which is expected to open in 2017 and cost approximately $550 million. To fund the construction, the Company contributed $219 million of equity and HKSAR converted an equal amount of its outstanding loan to HKDL into equity. Additionally, the Company and HKSAR will provide shareholder loans of up to approximately $149 million and $104 million, respectively. The loans will mature on dates from fiscal 2022 through fiscal 2025 and bear interest at a rate of three month HIBOR plus 2%. To date, the outstanding balances of these loans provided by the Company and HKSAR to HKDL were $17 million and $11 million, respectively.
Shanghai Disney Resort
The Company and Shanghai Shendi (Group) Co., Ltd (Shendi) are constructing a Disney Resort (Shanghai Disney Resort) in the Pudong district of Shanghai that initially includes a theme park, two hotels and a retail, dining and entertainment complex. The park opening is planned for June 16, 2016.
The investment in Shanghai Disney Resort will be funded in accordance with each shareholder’s ownership percentage, with approximately 67% from equity contributions and 33% from shareholder loans. As of April 2, 2016, the outstanding balance of loans provided by the Company and Shendi to Shanghai Disney Resort were 3.8 billion yuan ($585 million) and 5.0 billion yuan ($774 million), respectively. The Company and Shendi have committed to fund an additional 1.1 billion yuan ($164 million) and 1.4 billion yuan ($218 million) of loans, respectively. Shanghai Disney Resort is owned through two joint venture companies, in which Shendi owns 57% and the Company owns 43%. A management company, in which the Company has a 70% interest and Shendi a 30% interest, is responsible for designing, constructing and operating Shanghai Disney Resort.

6.
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, 2016
 
March 28, 2015
 
April 2, 2016
 
March 28, 2015
 
April 2, 2016
 
March 28, 2015
 
April 2, 2016
 
March 28, 2015
Service costs
$
79

 
$
83

 
$
159

 
$
166

 
$
3

 
$
3

 
$
6

 
$
7

Interest costs
114

 
131

 
229

 
262

 
15

 
17

 
30

 
34

Expected return on plan assets
(186
)
 
(178
)
 
(374
)
 
(356
)
 
(11
)
 
(9
)
 
(22
)
 
(19
)
Amortization of prior-year service costs
4

 
4

 
7

 
8

 
—

 
(1
)
 
—

 
(1
)
Recognized net actuarial loss
60

 
61

 
121

 
123

 
2

 
2

 
4

 
5

Net periodic benefit cost
$
71

 
$
101

 
$
142

 
$
203

 
$
9

 
$
12

 
$
18

 
$
26

During the six months ended April 2, 2016, the Company made $521 million of contributions to its pension and postretirement medical plans. The Company expects total pension and postretirement medical plan contributions in fiscal 2016 of approximately $900 million to $950 million. Final minimum pension plan funding requirements for fiscal 2016 will be

14
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


determined based on our January 1, 2016 funding actuarial valuation, which will be available in the fourth quarter of fiscal 2016.

7.
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 Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows: 
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Shares (in millions):
 
 
 
 
 
 
 
Weighted average number of common and common equivalent shares outstanding (basic)
1,633

 
1,699

 
1,643

 
1,700

Weighted average dilutive impact of Awards
10

 
16

 
12

 
16

Weighted average number of common and common equivalent shares outstanding (diluted)
1,643

 
1,715

 
1,655

 
1,716

Awards excluded from diluted earnings per share
12

 
5

 
8

 
7

 
8.
Equity
The Company paid the following dividends in fiscal 2016 and 2015:
Per Share
 
Total Paid
 
Payment Timing
 
Related to Fiscal Period
$0.71
$1.2 billion
 
Second Quarter of Fiscal 2016
Second Half 2015
$0.66
 
$1.1 billion
 
Fourth Quarter of Fiscal 2015
 
First Half 2015
$1.15
$1.9 billion
 
Second Quarter of Fiscal 2015
2014
During the six months ended April 2, 2016, the Company repurchased 42 million shares of its common stock for $4.4 billion. As of April 2, 2016, the Company had remaining authorization in place to repurchase approximately 314 million additional shares. The repurchase program does not have an expiration date.

15
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


The following table summarizes the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts, net of 37% estimated tax:
 
 
 
 
 
Unrecognized
Pension and 
Postretirement
Medical 
Expense
 
Foreign
Currency
Translation
and Other
 
AOCI
 
Market Value Adjustments
 
 
Investments, net
 
Cash Flow Hedges
 
Balance at January 2, 2016
$
10

 
$
309

 
$
(2,455
)
 
$
(333
)
 
$
(2,469
)
Quarter Ended April 2, 2016:
 
 
 
 
 
 
 
 
 
Unrealized gains (losses) arising
  during the period
(1
)
 
(162
)
 
(2
)
 
35

 
(130
)
Reclassifications of net (gains)
  losses to net income
—

 
(42
)
 
42

 
—

 
—

Balance at April 2, 2016
$
9

 
$
105

 
$
(2,415
)
 
$
(298
)
 
$
(2,599
)
 
 
 
 
 
 
 
 
 
 
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 October 3, 2015
$
13

 
$
334

 
$
(2,497
)
 
$
(271
)
 
$
(2,421
)
Six Months Ended April 2, 2016:
 
 
 
 
 
 
 
 
 
Unrealized gains (losses) arising
  during the period
(4
)
 
(121
)
 
(2
)
 
(27
)
 
(154
)
Reclassifications of net (gains)
  losses to net income
—

 
(108
)
 
84

 
—

 
(24
)
Balance at April 2, 2016
$
9

 
$
105

 
$
(2,415
)
 
$
(298
)
 
$
(2,599
)
 
 
 
 
 
 
 
 
 
 
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
)


16
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:
Gains/(losses) in net income:
 
Affected line item in the
  Condensed Consolidated
  Statements of Income:
 
Quarter Ended
 
Six Months Ended
 
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Investments, net
 
Interest income/(expense), net
 
$
—

 
$
48

 
$
—

 
$
48

Estimated tax
 
Income taxes
 
—

 
(18
)
 
—

 
(18
)
 
 
 
 
—

 
30

 
—

 
30

 
 
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
Primarily revenue
 
67

 
86

 
172

 
151

Estimated tax
 
Income taxes
 
(25
)
 
(32
)
 
(64
)
 
(56
)
 
 
 
 
42

 
54

 
108

 
95

 
 
 
 
 
 
 
 
 
 
 
Pension and postretirement
  medical expense
 
Costs and expenses
 
(67
)
 
(68
)
 
(134
)
 
(138
)
Estimated tax
 
Income taxes
 
25

 
25

 
50

 
51

 
 
 
 
(42
)
 
(43
)
 
(84
)
 
(87
)
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
 
 
$
—

 
$
41

 
$
24

 
$
38

At April 2, 2016 and October 3, 2015, the Company held available-for-sale investments in unrecognized gain positions totaling $18 million and $21 million, respectively, and no investments in significant unrecognized loss positions.

9.
Equity-Based Compensation
Compensation expense related to stock options, stock appreciation rights and restricted stock units (RSUs) is as follows:
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Stock options/rights (1)
$
23

 
$
27

 
$
46

 
$
52

RSUs
76

 
83

 
159

 
162

Total equity-based compensation expense (2)
$
99

 
$
110

 
$
205

 
$
214

Equity-based compensation expense capitalized during the period
$
19

 
$
14

 
$
34

 
$
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 April 2, 2016, amortization of previously capitalized equity-based compensation totaled $17 million and $34 million, respectively. During the quarter and six months ended March 28, 2015, amortization of previously capitalized equity-based compensation totaled $9 million and $18 million, respectively.
Unrecognized compensation cost related to unvested stock options/rights and RSUs totaled approximately $199 million and $697 million, respectively, as of April 2, 2016.
The weighted average grant date fair values of options issued during the six months ended April 2, 2016 and March 28, 2015 were $31.16 and $22.64, respectively.
During the six months ended April 2, 2016, the Company made equity compensation grants consisting of 3.8 million stock options and 3.2 million RSUs.


17
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


10.
Commitments and Contingencies
Legal Matters
Beef Products, Inc. v. American Broadcasting Companies, Inc. On September 13, 2012, plaintiffs filed an action in South Dakota state court against certain subsidiaries and employees of the Company and others, asserting claims for defamation arising from alleged false statements and implications, statutory and common law product disparagement and tortious interference with existing and prospective business relationships. The claims arise out of ABC News reports published in March and April 2012 about a product, Lean Finely Textured Beef, that was included in ground beef and hamburger meat. Plaintiffs’ complaint sought actual and consequential damages in excess of $400 million (which in March 2016 they asserted could be as much as $1.9 billion), statutory damages (including treble damages) pursuant to South Dakota’s Agricultural Food Products Disparagement Act, and punitive damages. Trial is set for June 2017. At this time, the Company is not able to predict the ultimate outcome of this matter, nor can it estimate the range of possible loss.
The Company, together with, in some instances, certain of its directors and officers, is a defendant or codefendant in various other 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 the above actions.
Contractual Guarantees
The Company has guaranteed bond issuances by the Anaheim Public Authority that were used by the City of Anaheim to finance construction of infrastructure and a public parking facility adjacent to the Disneyland Resort. Revenues from sales, occupancy and property taxes from the Disneyland Resort and non-Disney hotels are used by the City of Anaheim to repay the bonds. In the event of a debt service shortfall, the Company will be responsible to fund the shortfall. As of April 2, 2016, the remaining debt service obligation guaranteed by the Company was $321 million, of which $56 million was principal. To the extent that tax revenues exceed the debt service payments in subsequent periods, the Company would be reimbursed for any previously funded shortfalls. To date, tax revenues have exceeded the debt service payments for these bonds.
Long-Term Receivables and the Allowance for Credit Losses
The Company has accounts receivable with original maturities greater than one year related to the sale of television program rights and vacation ownership units. Allowances for credit losses are established against these receivables as necessary.
The Company estimates the allowance for credit losses related to receivables from the sale of television programs based upon a number of factors, including historical experience and the financial condition of individual companies with which we do business. The balance of television program sales receivables recorded in other non-current assets, net of an immaterial allowance for credit losses, was $0.9 billion as of April 2, 2016. The activity in the current period related to the allowance for credit losses was not material.
The Company estimates the allowance for credit losses related to receivables from sales of its vacation ownership units based primarily on historical collection experience. Estimates of uncollectible amounts also consider the economic environment and the age of receivables. The balance of mortgage receivables recorded in other non-current assets, net of a related allowance for credit losses of approximately 4%, was approximately $0.7 billion as of April 2, 2016. The activity in the current period related to the allowance for credit losses was not material.
Income Taxes
During the six months ended April 2, 2016, the Company decreased its gross unrecognized tax benefits by $32 million to $880 million, including a $13 million decrease to income tax expense.
In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters. These resolutions would reduce our unrecognized tax benefits by approximately $190 million, of which $72 million would reduce our income tax expense and effective tax rate if recognized. 


18
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


11. 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 classified in one of the following three categories:
Level 1 - Quoted prices for identical instruments in active markets
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, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 Investments
$
31

 
$
—

 
$
—

 
$
31

Derivatives
 
 
 
 
 
 
 
Interest rate
—

 
152

 
—

 
152

Foreign exchange
—

 
706

 
—

 
706

Other
—

 
1

 
—

 
1

Liabilities
 
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
 
Foreign exchange
—

 
(373
)
 
—

 
(373
)
Other
—

 
(21
)
 
—

 
(21
)
Total recorded at fair value
$
31

 
$
465

 
$
—

 
$
496

Fair value of borrowings
$
—

 
$
20,599

 
$
1,333

 
$
21,932

 
 
Fair Value Measurement at October 3, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 Investments
$
36

 
$
—

 
$
—

 
$
36

Derivatives
 
 
 
 
 
 
 
Interest rate
—

 
101

 
—

 
101

Foreign exchange
—

 
910

 
—

 
910

Liabilities
 
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
 
Foreign exchange
—

 
(178
)
 
—

 
(178
)
Other
—

 
(38
)
 
—

 
(38
)
Other
—

 
—

 
(96
)
 
(96
)
Total recorded at fair value
$
36

 
$
795

 
$
(96
)
 
$
735

Fair value of borrowings
$
—

 
$
17,036

 
$
752

 
$
17,788

 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, did not have a material impact on derivative fair value estimates.
Level 2 borrowings, which include commercial paper and U.S. medium-term notes, are valued based on quoted prices for similar instruments in active markets.

19
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


The fair value of the Level 3 other liabilities represents the fair value of the contingent consideration for Maker.
Level 3 borrowings, which include International Theme Park borrowings and other foreign currency denominated borrowings, are generally valued based on historical market transactions, prevailing market interest rates and the Company’s current borrowing cost and credit risk.
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.

12. 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, 2016
 
Current
Assets
 
Other Assets
 
Other
Accrued
Liabilities
 
Other Long-
Term
Liabilities
Derivatives designated as hedges
 
 
 
 
 
 
 
Foreign exchange
$
281

 
$
241

 
$
(108
)
 
$
(94
)
Interest rate
—

 
152

 
—

 
—

Other
—

 
1

 
(18
)
 
(3
)
Derivatives not designated as hedges
 
 
 
 
 
 
 
Foreign exchange
104

 
80

 
(156
)
 
(15
)
Gross fair value of derivatives
385

 
474

 
(282
)
 
(112
)
Counterparty netting
(150
)
 
(214
)
 
262

 
102

Cash collateral received
(116
)
 
(120
)
 
—

 
—

Net derivative positions
$
119

 
$
140

 
$
(20
)
 
$
(10
)
 
 
As of October 3, 2015
 
Current
Assets
 
Other Assets
 
Other
Accrued
Liabilities
 
Other Long-
Term
Liabilities
Derivatives designated as hedges
 
 
 
 
 
 
 
Foreign exchange
$
406

 
$
271

 
$
(54
)
 
$
(17
)
Interest rate
—

 
101

 
—

 
—

Other
—

 
—

 
(18
)
 
(3
)
Derivatives not designated as hedges
 
 
 
 
 
 
 
Foreign exchange
146

 
87

 
(102
)
 
(5
)
Other
—

 
—

 
—

 
(17
)
Gross fair value of derivatives
552

 
459

 
(174
)
 
(42
)
Counterparty netting
(136
)
 
(56
)
 
169

 
23

Cash collateral received
(238
)
 
(191
)
 
—

 
—

Net derivative positions
$
178

 
$
212

 
$
(5
)
 
$
(19
)
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

20
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 typically uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate 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. As of April 2, 2016 and October 3, 2015, the total notional amount of the Company’s pay-floating interest rate swaps was $7.5 billion and $6.4 billion, respectively. The following table summarizes adjustments related to fair value hedges included in "Interest income/(expense), net" in the Condensed Consolidated Statements of Income. 
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Gain (loss) on interest rate swaps
$
104

 
$
34

 
$
49

 
$
44

Gain (loss) on hedged borrowings
(104
)
 
(34
)
 
(49
)
 
(44
)
In addition, during the quarter and six months ended April 2, 2016, the Company realized net benefits of $26 million and $49 million, respectively, in "Interest income/(expense), net" related to pay-floating interest rate swaps. During the quarter and six months ended March 28, 2015, the Company realized net benefits of $24 million and $49 million, respectively, in "Interest income/(expense), net" related to pay-floating interest rate swaps.
The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed 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, 2016 or at October 3, 2015 and gains and losses related to pay-fixed swaps recognized in earnings for the six months ended April 2, 2016 and March 28, 2015 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, Canadian dollar and British pound. Cross-currency swaps are used to effectively convert foreign currency-denominated borrowings into U.S. dollar denominated borrowings.
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, 2016 and October 3, 2015, the notional amounts of the Company’s net foreign exchange cash flow hedges were $5.2 billion and $6.5 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. Gains and losses recognized related to ineffectiveness for the six months ended April 2, 2016 and March 28, 2015 were not material. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months totaled $159 million.

21
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


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, 2016 and October 3, 2015 were $3.7 billion and $3.3 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 for the six months ended April 2, 2016 and March 28, 2015 by the corresponding line item in which they are recorded in the Condensed Consolidated Statements of Income.
 
Costs and Expenses
 
Interest income/(expense), net
 
Quarter Ended
 
Six Months Ended
 
Quarter Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Net gains (losses) on foreign currency denominated assets and liabilities
$
135

 
$
(333
)
 
$
46

 
$
(548
)
 
$
(15
)
 
$
19

 
$
(5
)
 
$
31

Net gains (losses) on foreign exchange risk management contracts not designated as hedges
(163
)
 
310

 
(84
)
 
515

 
16

 
(17
)
 
4

 
(29
)
Net gains (losses)
$
(28
)
 
$
(23
)
 
$
(38
)
 
$
(33
)
 
$
1

 
$
2

 
$
(1
)
 
$
2

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, 2016 and October 3, 2015 and related gains or losses recognized in earnings for the six months ended April 2, 2016 and March 28, 2015 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 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 amount and fair value of these contracts at April 2, 2016 and October 3, 2015 were not material. The related gains or losses recognized in earnings were not material for the six months ended April 2, 2016 and March 28, 2015.
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 $26 million and $7 million on April 2, 2016 and October 3, 2015, respectively.
 
13. Restructuring and Impairment Charges
The Company recorded $81 million of restructuring and impairment charges in the current six-month period for an investment impairment and contract termination and severance costs.


22
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)


14. New Accounting Pronouncements
Stock Compensation - Employee Share-based Payments
In March 2016, the Financial Accounting Standards Board (FASB) issued guidance to amend certain aspects of accounting for employee share-based payment transactions, including accounting for income taxes related to those transactions. This guidance will require recognizing excess tax benefits and deficiencies on share-based compensation arrangements in the tax provision, instead of in equity. In addition, the guidance requires these amounts to be classified as an operating activity and shares withheld to satisfy employee taxes to be classified as a financing activity in the statement of cash flow, which are currently classified as financing and operating activities, respectively. The guidance is effective beginning in the first quarter of the Company’s 2018 fiscal year (with early adoption permitted) and is required to be adopted as follows:
•
Prospectively for the recognition of excess tax benefits and deficiencies in the tax provision
•
Retrospectively or prospectively for the classification of income tax benefits and deficiencies in the statement of cash flow
•
Retrospectively for the classification of shares withheld to satisfy employee taxes in the statement of cash flow
Leases
In February 2016, the FASB issued a new lease accounting standard, which requires operating leases to be recorded as right-of-use lease assets and lease liabilities on the balance sheet. The Company is currently assessing the impact of the new guidance on its financial statements. The guidance is required to be adopted retrospectively by restating all years presented in the Company’s financial statements. The guidance is effective beginning in the first quarter of the Company’s 2020 fiscal year (with early adoption permitted).
Income Taxes
In November 2015, the FASB issued guidance to simplify the presentation of deferred income taxes by reporting the net amount of deferred tax assets and liabilities on a jurisdiction by jurisdiction basis as noncurrent on the balance sheet. The Company adopted the provisions of this guidance in the first quarter of fiscal 2016 and applied the provisions prospectively.
Revenue from Contracts with Customers
In May 2014, the FASB issued guidance that replaces the existing accounting standards for revenue recognition. The guidance provides a five step framework to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Since its issuance, the FASB has amended several aspects of the new guidance including provisions that address revenue recognition associated with the licensing of intellectual property. The new guidance, including the amendments, is effective beginning the first quarter of the Company’s 2019 fiscal year (with early adoption permitted beginning fiscal year 2018). The guidance may be adopted either by restating all years presented in the Company’s financial statements or by recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption. The Company is assessing the potential impact this guidance will have on its financial statements.


23


MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

ORGANIZATION OF INFORMATION
Management’s Discussion and Analysis provides a narrative of the Company’s financial performance and condition that should be read in conjunction with the accompanying financial statements. It includes the following sections:
Consolidated Results and Non-segment Items
Seasonality
Segment Results
Corporate and Unallocated Shared Expenses
Significant Developments
Financial Condition
Commitments and Contingencies
Other Matters
Market Risk
CONSOLIDATED RESULTS AND NON-SEGMENT ITEMS
Our summary consolidated results are presented below: 
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions, except per share data)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues:
 
 
 
 
 
 
 
 
 
 


Services
$
11,171

 
$
10,552

 
6
 %
 
$
23,793

 
$
21,279

 
12
 %
Products
1,798

 
1,909

 
(6)
 %
 
4,420

 
4,573

 
(3)
 %
Total revenues
12,969

 
12,461

 
4
 %
 
28,213

 
25,852

 
9
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 


Cost of services (exclusive of depreciation and amortization)
(5,566
)
 
(5,543
)
 
—
 %
 
(12,622
)
 
(11,677
)
 
(8)
 %
Cost of products (exclusive of depreciation and amortization)
(1,298
)
 
(1,147
)
 
(13)
 %
 
(2,865
)
 
(2,669
)
 
(7)
 %
Selling, general, administrative and other
(2,137
)
 
(2,081
)
 
(3)
 %
 
(4,162
)
 
(4,016
)
 
(4)
 %
Depreciation and amortization
(605
)
 
(584
)
 
(4)
 %
 
(1,212
)
 
(1,176
)
 
(3)
 %
Total costs and expenses
(9,606
)
 
(9,355
)
 
(3)
 %
 
(20,861
)
 
(19,538
)
 
(7)
 %
Restructuring and impairment charges
—

 
—

 
nm

 
(81
)
 
—

 
nm

Interest income/(expense), net
(67
)
 
8

 
nm

 
(91
)
 
(50
)
 
(82)
 %
Equity in the income of investees
150

 
206

 
(27)
 %
 
624

 
418

 
49
 %
Income before income taxes
3,446

 
3,320

 
4
 %
 
7,804

 
6,682

 
17
 %
Income taxes
(1,170
)
 
(1,092
)
 
(7)
 %
 
(2,618
)
 
(2,210
)
 
(18)
 %
Net income
2,276

 
2,228

 
2
 %
 
5,186

 
4,472

 
16
 %
Less: Net income attributable to noncontrolling interests
(133
)
 
(120
)
 
(11)
 %
 
(163
)
 
(182
)
 
10
 %
Net income attributable to Disney
$
2,143

 
$
2,108

 
2
 %
 
$
5,023

 
$
4,290

 
17
 %
Diluted earnings per share attributable to Disney
$
1.30

 
$
1.23

 
6
 %
 
$
3.04

 
$
2.50

 
22
 %

24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)



Quarter Results
Diluted earnings per share attributable to Disney (EPS) increased 6% from $1.23 to $1.30 due to improved operating performance and a decrease in weighted average shares outstanding as a result of our share repurchase program, partially offset by costs associated with the discontinuation of our self-published console games business, the impact of foreign currency translation due to the strengthening of the U.S. dollar against major currencies including the impact of our hedging program (FX Impact), and a decrease in investment gains.
During the quarter, the Company decided to discontinue its self-published console games business (principally Infinity), which is reported in the Consumer Products & Interactive Media segment. In connection with the discontinuance, the Company recorded charges totaling $147 million ($0.06 per share) primarily due to an inventory write-down. These charges also included severance and other asset impairments. These charges have been excluded from segment operating income. See Note 2 to the Condensed Consolidated Financial Statements for further discussion of the "Infinity Charge".
Revenues
Service revenues for the quarter grew 6%, or $0.6 billion, to $11.2 billion due to an increase in theatrical distribution, higher fees from Multi-channel Video Distributors (MVPDs) (Affiliate Fees), domestic parks and resorts guest spending growth, higher merchandise licensing revenue and growth in TV/ subscription video on demand (SVOD) and digital distribution of film content. These increases were partially offset by an unfavorable FX Impact and lower advertising revenue.
Product revenues for the quarter decreased 6%, or $111 million, to $1.8 billion primarily due to a decrease in home entertainment and console game volumes and an unfavorable FX Impact, partially offset by increased domestic parks and resorts guest spending on food, beverage and merchandise.
Costs and expenses
Cost of services for the quarter was relatively flat at $5.6 billion. The current quarter included higher film cost amortization and distribution expense, domestic parks and resorts labor and other cost inflation and technology spending and higher Shanghai Disney Resort pre-opening expenses. These increases were effectively offset by decreased sports programming costs due to the timing of College Football Playoff bowl games and a favorable FX Impact.
Cost of products for the quarter increased 13%, or $151 million, to $1.3 billion due to the Infinity Charge and domestic parks and resorts labor and other cost inflation, partially offset by lower home entertainment and console game volumes.
Selling, general, administrative and other costs increased 3%, or $56 million, to $2.1 billion primarily due to higher theatrical marketing costs driven by the timing of pre-release marketing for third quarter film releases compared to the prior year and marketing costs for the upcoming opening of Shanghai Disney Resort, partially offset by a favorable FX Impact.
Depreciation and amortization costs increased 4%, or $21 million, to $0.6 billion primarily due to depreciation associated with new theme park attractions.
Interest income/(expense), net
Interest income/(expense), net is as follows: 
 
Quarter Ended
 

(in millions)
April 2,
2016
 
March 28, 2015
 
% Change
Better/(Worse)
Interest expense
$
(81
)
 
$
(66
)
 
(23
)%
Interest and investment income
14

 
74

 
(81
)%
Interest income/(expense), net
$
(67
)
 
$
8

 
nm

The increase in interest expense was due to higher average debt balances, partially offset by higher capitalized interest driven by the continued development of the Shanghai Disney Resort.
The decrease in interest and investment income for the quarter was due to gains on sales of investments in the prior-year quarter.

25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Equity in the income of investees
Equity in the income of investees decreased $56 million to $150 million for the quarter due to lower equity income from A&E driven by lower advertising revenue, higher programming costs and a negative impact from the conversion of the H2 channel to Viceland as Viceland is in a start-up phase.
Effective Income Tax Rate 
 
Quarter Ended
 
 
 
April 2,
2016
 
March 28, 2015
 
Change
Better/(Worse)
Effective income tax rate
34.0
%
 
32.9
%
 
(1.1
)
ppt
The increase in the effective income tax rate for the quarter was due to a shift in the mix of earnings between domestic and foreign tax jurisdictions, including foreign losses for which we cannot recognize a tax benefit.
Noncontrolling Interests 
 
Quarter Ended
 
 
(in millions)
April 2,
2016
 
March 28, 2015
 
% Change
Better/(Worse) 
Net income attributable to noncontrolling interests
$
133

 
$
120

 
(11)
 %
The increase in net income attributable to noncontrolling interests for the quarter was primarily due to higher results at ESPN, partially offset by higher pre-opening expenses at Shanghai Disney Resort.
Net income attributable to noncontrolling interests is determined on income after royalties and management fees, financing costs and income taxes.

Six-Month Results
EPS for the six-month period increased 22% from $2.50 to $3.04 due to improved operating performance, the Vice Gain at A&E (discussed below) and a decrease in weighted average shares outstanding as a result of our share repurchase program, partially offset by the Infinity Charge and an unfavorable FX Impact.
Revenues
Service revenues for the six-month period increased 12%, or $2.5 billion, to $23.8 billion due to growth from theatrical distribution, merchandise licensing, domestic parks and resorts guest spending and attendance, Affiliate Fees, advertising and TV/SVOD and digital distribution of film and television content. These increases were partially offset by an unfavorable FX Impact.
Product revenues for the six-month period decreased 3%, or $153 million, to $4.4 billion due to a decrease in home entertainment and console game volumes and an unfavorable FX Impact, partially offset by increased domestic parks and resorts guest spending and food, beverage and merchandise volumes.
Costs and expenses
Cost of services for the six-month period increased 8%, or $0.9 billion, to $12.6 billion primarily due to higher film cost amortization and distribution expense, increased programming and production costs, domestic parks and resorts labor and other cost inflation and higher Shanghai Disney Resort pre-opening expenses. These increases were partially offset by a favorable FX Impact.
Cost of products for the six-month period increased 7%, or $0.2 billion, to $2.9 billion driven by the Infinity Charge and higher domestic parks and resorts volumes and labor and other cost inflation, partially offset by a favorable FX Impact and lower home entertainment and console game units sold.
Selling, general, administrative and other costs increased 4%, or $146 million, to $4.2 billion driven by higher theatrical marketing costs and marketing and pre-opening expenses for Shanghai Disney Resort, partially offset by a favorable FX Impact.

26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Depreciation and amortization costs increased 3%, or $36 million, to $1.2 billion due to depreciation associated with new theme park attractions, partially offset by a favorable FX Impact.
Restructuring and impairment charges
The Company recorded $81 million of restructuring and impairment charges in the current six-month period for an investment impairment and contract termination and severance costs.
Interest income/(expense), net
Interest income/(expense), net is as follows: 
 
Six Months Ended
 
 
(in millions)
April 2,
2016
 
March 28, 2015
 
% Change
Better/(Worse)
Interest expense
$
(147
)
 
$
(135
)
 
(9
)%
Interest and investment income
56

 
85

 
(34
)%
Interest income/(expense), net
$
(91
)
 
$
(50
)
 
(82
)%
The increase in interest expense for the six-month period was due to higher average debt balances, partially offset by higher capitalized interest driven by the continued development of the Shanghai Disney Resort.
The decrease in interest and investment income for the six-month period was due to lower gains on the sales of investments.
Equity in the income of investees
Equity in the income of investees increased 49%, or $206 million, to $624 million for the six-month period due to the $332 million Vice Gain ($0.13 of EPS) (See Note 3 to the Condensed Consolidated Financial Statements). The benefit of the Vice Gain was partially offset by lower operating results at A&E and a higher loss at Hulu. The decrease at A&E was due to lower advertising revenue, higher programming costs and a negative impact as a result of converting the H2 channel to Viceland. The increased loss at Hulu was due to higher programming and marketing costs, partially offset by growth in subscription and advertising revenues.
Effective Income Tax Rate 
 
Six Months Ended
 
 
 
April 2,
2016
 
March 28, 2015
 
Change
Better/(Worse)
Effective income tax rate
33.5
%
 
33.1
%
 
(0.4
)
ppt
The increase in the effective income tax rate for the six months was due to a shift in the mix of earnings between domestic and foreign tax jurisdictions, including foreign losses for which we cannot recognize a tax benefit.
Noncontrolling Interests 
 
Six Months Ended
 
 
(in millions)
April 2,
2016
 
March 28, 2015
 
% Change
Better/(Worse) 
Net income attributable to noncontrolling interests
$
163

 
$
182

 
10
%
The decrease in net income attributable to noncontrolling interests for the six-month period was due to higher pre-opening expenses at Shanghai Disney Resort and a decrease from Disneyland Paris, partially offset by higher results at ESPN. The decrease at Disneyland Paris was due to higher operating losses, partially offset by a decrease in the noncontrolling interests ownership.


27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


SEASONALITY
The Company’s businesses are subject to the effects of seasonality. Consequently, the operating results for the six months ended April 2, 2016 for each business segment, and for the Company as a whole, are not necessarily indicative of results to be expected for the full year.
Media Networks revenues are subject to seasonal advertising patterns, changes in viewership levels and timing of program sales. In general, advertising revenues are somewhat higher during the fall and somewhat lower during the summer months. Affiliate revenues are typically collected ratably throughout the year.
Parks and Resorts revenues fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel and leisure activities. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early-winter and spring-holiday periods.
Studio Entertainment revenues fluctuate due to the timing and performance of releases in the theatrical, home entertainment and television markets. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods.
Consumer Products & Interactive Media revenues are influenced by seasonal consumer purchasing behavior, which generally results in increased revenues during the Company’s first fiscal quarter, and the timing and performance of theatrical and game releases and cable programming broadcasts.

SEGMENT RESULTS
The Company evaluates the performance of its operating segments based on segment operating income, which is shown below along with segment revenues: 
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Media Networks
$
5,793

 
$
5,810

 
—
 %
 
$
12,125

 
$
11,670

 
4
%
Parks and Resorts
3,928

 
3,760

 
4
 %
 
8,209

 
7,670

 
7
%
Studio Entertainment
2,062

 
1,685

 
22
 %
 
4,783

 
3,543

 
35
%
Consumer Products &
   Interactive Media
1,186

 
1,206

 
(2)
 %
 
3,096

 
2,969

 
4
%
 
$
12,969

 
$
12,461

 
4
 %
 
$
28,213

 
$
25,852

 
9
%
Segment operating income:
 
 
 
 
 
 
 
 
 
 
 
Media Networks
$
2,299

 
$
2,101

 
9
 %
 
$
3,711

 
$
3,596

 
3
%
Parks and Resorts
624

 
566

 
10
 %
 
1,605

 
1,371

 
17
%
Studio Entertainment
542

 
427

 
27
 %
 
1,556

 
971

 
60
%
Consumer Products &
   Interactive Media
357

 
388

 
(8)
 %
 
1,217

 
1,089

 
12
%
 
$
3,822

 
$
3,482

 
10
 %
 
$
8,089

 
$
7,027

 
15
%
 

28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The following table reconciles segment operating income to income before income taxes: 
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Segment operating income
$
3,822

 
$
3,482

 
10
%
 
$
8,089

 
$
7,027

 
15
 %
Corporate and unallocated shared expenses
(162
)
 
(170
)
 
5
%
 
(298
)
 
(295
)
 
(1)
 %
Restructuring and impairment charges
—

 
—

 
nm

 
(81
)
 
—

 
nm

Interest income/(expense), net
(67
)
 
8

 
nm

 
(91
)
 
(50
)
 
(82)
 %
Vice Gain
—

 
—

 
nm

 
332

 
—

 
nm

Infinity Charge(1)
(147
)
 
—

 
nm

 
(147
)
 
—

 
nm

Income before income taxes
$
3,446


$
3,320

 
4
%
 
$
7,804

 
$
6,682

 
17
 %

(1) See Note 2 to the Condensed Consolidated Financial Statements for a discussion of the Infinity Charge.
Depreciation expense is as follows: 
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Media Networks
 
 
 
 
 
 
 
 
 
 
 
Cable Networks
$
37

 
$
38

 
3
 %
 
$
74

 
$
75

 
1
 %
Broadcasting
24

 
26

 
8
 %
 
45

 
47

 
4
 %
Total Media Networks
61

 
64

 
5
 %
 
119

 
122

 
2
 %
Parks and Resorts
 
 
 
 


 
 
 
 
 
 
Domestic
318

 
289

 
(10)
 %
 
636

 
586

 
(9)
 %
International
86

 
85

 
(1)
 %
 
170

 
174

 
2
 %
Total Parks and Resorts
404

 
374

 
(8)
 %
 
806

 
760

 
(6)
 %
Studio Entertainment
11

 
14

 
21
 %
 
24

 
28

 
14
 %
Consumer Products & Interactive Media
16

 
17

 
6
 %
 
30

 
33

 
9
 %
Corporate
61

 
61

 
—
 %
 
124

 
122

 
(2)
 %
Total depreciation expense
$
553

 
$
530

 
(4)
 %
 
$
1,103

 
$
1,065

 
(4)
 %
Amortization of intangible assets is as follows:
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Media Networks
$
5

 
$
5

 
—
%
 
$
10

 
$
10

 
—
%
Parks and Resorts
1

 
1

 
—
%
 
2

 
2

 
—
%
Studio Entertainment
19

 
20

 
5
%
 
39

 
41

 
5
%
Consumer Products & Interactive Media
27

 
28

 
4
%
 
58

 
58

 
—
%
Total amortization of intangible assets
$
52

 
$
54

 
4
%
 
$
109

 
$
111

 
2
%


29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Media Networks
Operating results for the Media Networks segment are as follows: 
 
Quarter Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Affiliate Fees
$
3,115

 
$
3,032

 
3
 %
Advertising
1,947

 
1,983

 
(2)
 %
TV/SVOD distribution and other
731

 
795

 
(8)
 %
Total revenues
5,793

 
5,810

 
—
 %
Operating expenses
(2,904
)
 
(3,140
)
 
8
 %
Selling, general, administrative and other
(675
)
 
(705
)
 
4
 %
Depreciation and amortization
(66
)
 
(69
)
 
4
 %
Equity in the income of investees
151

 
205

 
(26)
 %
Operating Income
$
2,299

 
$
2,101

 
9
 %
Revenues
The 3% increase in Affiliate Fees was due to growth of 6% from higher contractual rates, partially offset by decreases of 2% from an unfavorable FX Impact and 1% from fewer subscribers.
The 2% decrease in advertising revenues was due to a decrease of $88 million at Cable Networks, from $1,001 million to $913 million, partially offset by an increase of $52 million at Broadcasting, from $982 million to $1,034 million. The decrease at Cable Networks was due to a 22% decrease from lower ratings, which were negatively impacted by the timing of the College Football Playoff (CFP) bowl games relative to our fiscal quarter end, partially offset by a 14% increase from higher units sold. One CFP game was aired in the current quarter, whereas seven CFP games were aired in the second quarter of the prior year. Broadcasting advertising revenues reflected a 7% increase from higher network rates and a 1% increase from more units sold, partially offset by a 4% decrease from lower network ratings.
TV/SVOD distribution and other revenue decreased $64 million from $795 million to $731 million due to lower sales of Grey’s Anatomy, Lost and Once Upon a Time compared to the prior-year quarter, partially offset by increased sales of new scripted programs, including Code Black and Criminal Minds: Beyond Borders.
Costs and Expenses
Operating expenses include programming and production costs, which decreased $240 million from $2,854 million to $2,614 million. At Cable Networks, programming and production costs decreased $298 million due to the timing of CFP games. At Broadcasting, programming and production costs increased $58 million due to higher average cost of new scripted programming and higher program write-offs.
Selling, general, administrative and other costs decreased $30 million from $705 million to $675 million due to a favorable FX Impact, partially offset by higher marketing costs. Higher marketing costs were due to marketing of new ABC and Freeform series, partially offset by lower marketing costs at ESPN.
Equity in the Income of Investees
Income from equity investees decreased $54 million from $205 million to $151 million due to lower equity income from A&E driven by lower advertising revenue, higher programming costs and a negative impact from the conversion of the H2 channel to Viceland as Viceland is in a start-up phase.
 Segment Operating Income
Segment operating income increased 9%, or $198 million, to $2,299 million due to an increase at ESPN, partially offset by lower income from program sales and equity investees.

30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The following table provides supplemental revenue and segment operating income detail for the Media Networks segment: 
 
Quarter Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Cable Networks
$
3,955

 
$
4,030

 
(2)
 %
Broadcasting
1,838

 
1,780

 
3
 %
 
$
5,793

 
$
5,810

 
—
 %
Segment operating income
 
 
 
 
 
Cable Networks
$
2,021

 
$
1,799

 
12
 %
Broadcasting
278

 
302

 
(8)
 %
 
$
2,299

 
$
2,101

 
9
 %

Parks and Resorts
Operating results for the Parks and Resorts segment are as follows: 
 
Quarter Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Domestic
$
3,421

 
$
3,236

 
6
 %
International
507

 
524

 
(3)
 %
Total revenues
3,928

 
3,760

 
4
 %
Operating expenses
(2,427
)
 
(2,363
)
 
(3)
 %
Selling, general, administrative and other
(472
)
 
(456
)
 
(4)
 %
Depreciation and amortization
(405
)
 
(375
)
 
(8)
 %
Operating Income
$
624

 
$
566

 
10
 %
Revenues
Parks and Resorts revenues increased 4%, or $168 million, to $3.9 billion due to an increase of $185 million at our domestic operations, partially offset by a decrease of $17 million at our international operations. The current quarter reflected an offsetting impact from a shift in the timing of the New Year’s and Easter holidays relative to our fiscal periods. The current quarter was adversely impacted by the absence of several days of the New Year’s holiday, which occurred in the second quarter of the prior year. This impact was essentially offset by the benefit of the two-week Easter holiday, which occurred in the second quarter of the current year compared to the third quarter of the prior year.
Revenue growth at our domestic operations reflected a 6% increase from higher average guest spending, partially offset by a 1% decrease from lower volumes. Guest spending growth was due to higher average ticket prices for theme park admissions and cruise line sailings, increased food, beverage and merchandise spending and higher average hotel room rates. Lower volumes were due to sales in the prior-year quarter of vacation club units at The Villas at Disney’s Grand Floridian Resort & Spa, which sold out in the prior year, partially offset by higher sales at Disney’s Polynesian Villas & Bungalows in the current quarter. Attendance at our domestic theme parks was relatively flat, as an increase at Disneyland Resort was offset by a decrease at Walt Disney World Resort.
Revenues at our international operations reflected decreases of 4% from lower volumes and 4% from an unfavorable FX Impact, partially offset by an increase of 3% from higher average guest spending. Lower volumes were due to a decrease in attendance at Hong Kong Disneyland Resort. Guest spending growth was driven by higher average ticket prices at Disneyland Paris.

31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The following table presents supplemental park and hotel statistics: 
 
Domestic
 
International (2)
 
Total
 
Quarter Ended
 
Quarter Ended
 
Quarter Ended
 
Apr. 2, 2016
 
Mar. 28, 2015
 
Apr. 2, 2016
 
Mar. 28, 2015
 
Apr. 2, 2016
 
Mar. 28, 2015
Parks
 
 
 
 
 
 
 
 
 
 
 
Increase/(decrease)
 
 
 
 
 
 
 
 
 
 
 
Attendance
—
%
 
2
%
 
(7)
 %
 
(2)
 %
 
(1)
 %
 
1
%
Per Capita Guest Spending
8
%
 
7
%
 
3
 %
 
8
 %
 
8
 %
 
7
%
Hotels (1)
 
 
 
 
 
 
 
 
 
 
 
Occupancy
88
%
 
89
%
 
80
 %
 
78
 %
 
86
 %
 
87
%
Available Room Nights (in thousands)
2,584

 
2,596

 
614

 
609

 
3,198

 
3,205

Per Room Guest Spending

$308

 

$292

 

$226

 

$235

 

$293

 

$283

(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 2015 second quarter average foreign exchange rate. The euro to U.S. dollar weighted average foreign currency exchange rate was $1.10 and $1.14 for the quarters ended April 2, 2016 and March 28, 2015, respectively.
Costs and Expenses
Operating expenses include operating labor, which increased $47 million from $1,108 million to $1,155 million, infrastructure costs, which increased $18 million from $456 million to $474 million, and cost of sales, which decreased $1 million from $348 million to $347 million. The increase in operating labor was due to inflation, partially offset by lower pension and postretirement medical costs. Higher infrastructure costs were due to technology spending. Operating labor and infrastructure costs also included higher pre-opening expenses at Shanghai Disney Resort.
Selling, general, administrative and other costs increased $16 million from $456 million to $472 million due to marketing costs for the upcoming opening of Shanghai Disney Resort.
The increase in depreciation and amortization was associated with new attractions at Walt Disney World Resort and Disneyland Resort.
Segment Operating Income
Segment operating income increased 10%, or $58 million, to $624 million due to growth at our domestic operations, partially offset by a decrease at our international operations.


32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Studio Entertainment
Operating results for the Studio Entertainment segment are as follows: 
 
Quarter Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Theatrical distribution
$
732

 
$
434

 
69
 %
Home entertainment
396

 
457

 
(13)
 %
TV/SVOD distribution and other
934

 
794

 
18
 %
Total revenues
2,062

 
1,685

 
22
 %
Operating expenses
(877
)
 
(666
)
 
(32)
 %
Selling, general, administrative and other
(613
)
 
(558
)
 
(10)
 %
Depreciation and amortization
(30
)
 
(34
)
 
12
 %
Operating Income
$
542

 
$
427

 
27
 %
Revenues
The increase in theatrical distribution revenue was due to the performance of Zootopia and continued success of Star Wars: The Force Awakens in the current quarter compared to Cinderella, Big Hero 6 and Into the Woods in the prior-year quarter, partially offset by an unfavorable FX Impact.
The 13% decrease in home entertainment revenue was primarily due to decreases of 14% from lower unit sales, 4% from lower average net effective pricing and 4% from an unfavorable FX Impact. These decreases were partially offset by an increase of 10% from revenues from Star Wars Classic titles distributed by a third party. The decrease in unit sales was primarily due to the performance of Big Hero 6, Frozen and Marvel’s Guardians of the Galaxy in the prior-year quarter compared to The Good Dinosaur, Inside Out and Marvel’s Ant-Man in the current quarter. Net effective pricing is the wholesale selling price adjusted for discounts, sales incentives and returns.
The 18% increase in TV/SVOD distribution and other revenue was due to increases of 13% from TV/SVOD distribution, 6% from revenue share with the Consumer Products & Interactive Media segment, driven by Star Wars: The Force Awakens, and 2% from Lucasfilm’s special effects business. These increases were partially offset by a decrease of 4% from an unfavorable FX Impact. The increase in TV/SVOD distribution was primarily due to growth internationally.
Costs and Expenses
Operating expenses include an increase of $178 million in film cost amortization, from $369 million to $547 million, primarily due to the impact of higher revenues and film cost impairments. Operating expenses also include cost of goods sold and distribution costs, which increased $33 million, from $297 million to $330 million, due to higher theatrical distribution costs and an increase in costs from Lucasfilm’s special effects business, partially offset by a favorable FX Impact. The increase in theatrical distribution costs was due to the wider release of Zootopia and Star Wars: The Force Awakens in the current quarter compared to Cinderella and Big Hero 6 in the prior-year quarter.
Selling, general, administrative and other costs increased $55 million from $558 million to $613 million due to higher pre-release theatrical marketing costs, as well as higher marketing costs for Zootopia in the current quarter compared to Cinderella in the prior-year quarter. Higher pre-release marketing costs were due to the timing of the release of The Jungle Book in the current year compared to Tomorrowland in the prior year. The Jungle Book was released in mid April 2016, whereas Tomorrowland was released in late May 2015. Accordingly, more of the marketing for The Jungle Book fell in the second quarter.
Segment Operating Income
Segment operating income increased $115 million to $542 million due to theatrical distribution growth and increased TV/SVOD distribution results, partially offset by an unfavorable FX Impact, lower home entertainment results and higher film cost impairments.


33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Consumer Products & Interactive Media
Operating results for the Consumer Products & Interactive Media segment are as follows: 
 
Quarter Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Licensing, publishing and games
$
829

 
$
834

 
(1)
 %
Retail and other
357

 
372

 
(4)
 %
Total revenues
1,186

 
1,206

 
(2)
 %
Operating expenses
(509
)
 
(521
)
 
2
 %
Selling, general, administrative and other
(277
)
 
(252
)
 
(10)
 %
Depreciation and amortization
(43
)
 
(45
)
 
4
 %
Operating Income
$
357

 
$
388

 
(8)
 %
Revenues
The 1% decrease in licensing, publishing and games revenue was due to decreases of 3% from lower net effective pricing and unit sales of Infinity and 2% from an unfavorable FX Impact, partially offset by a 3% increase from higher licensing revenues. The increase in licensing revenues was primarily due to higher revenues from Star Wars merchandise, partially offset by the timing of minimum guarantee shortfall recognition and a decrease in revenue from merchandise based on Frozen.
The 4% decrease in retail and other revenue was due to decreases of 5% from an unfavorable FX Impact and 4% from lower comparable store sales, partially offset by an increase of 3% from the benefit of new stores.
Costs and Expenses
Operating expenses include a $13 million decrease in cost of goods sold and distribution costs, from $289 million to $276 million, a $6 million decrease in labor and occupancy costs, from $137 million to $131 million and a $12 million increase in product development, from $79 million to $91 million. The decrease in cost of goods sold and distribution costs was primarily due to lower co-developer fees on mobile game titles, lower comparable store sales and a decrease in Infinity volumes, partially offset by the impact of new stores. The decrease in labor and occupancy costs was due to a favorable FX Impact. The increase in product development was driven by spending on video content.
Selling, general, administrative and other costs increased $25 million from $252 million to $277 million driven by higher marketing costs and a contract termination charge.
Segment Operating Income
Segment operating income decreased 8% to $357 million primarily due to an unfavorable FX Impact and lower retail and Infinity results, partially offset by an increase in licensing revenues.
Restructuring and impairment charges
In the current quarter, the Company decided to discontinue its self-published console games business (principally Infinity), which is reported in the Consumer Products & Interactive Media segment. In connection with the discontinuance, the Company recorded charges totaling $147 million primarily due to an inventory write-down. The charges also included severance and other asset impairments. These charges have been excluded from segment operating income. See Note 2 to the Condensed Consolidated Financial Statements for further discussion of the Infinity Charge.



34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


BUSINESS SEGMENT RESULTS - Six Month Results

Media Networks
Operating results for the Media Networks segment are as follows: 
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Affiliate Fees
$
6,075

 
$
5,886

 
3
 %
Advertising
4,566

 
4,318

 
6
 %
TV/SVOD distribution and other
1,484

 
1,466

 
1
 %
Total revenues
12,125

 
11,670

 
4
 %
Operating expenses
(7,259
)
 
(7,030
)
 
(3)
 %
Selling, general, administrative and other
(1,319
)
 
(1,330
)
 
1
 %
Depreciation and amortization
(129
)
 
(132
)
 
2
 %
Equity in the income of investees
293

 
418

 
(30)
 %
Operating Income
$
3,711

 
$
3,596

 
3
 %
Revenues
The 3% increase in Affiliate Fees reflected an increase of 6% from higher contractual rates, partially offset by decreases of 2% from an unfavorable FX Impact and 2% from fewer subscribers.
The 6% increase in advertising revenues was due to increases of $157 million at Cable Networks, from $2,244 million to $2,401 million, and $91 million at Broadcasting, from $2,074 million to $2,165 million. The increase at Cable Networks was due to a 13% increase from higher units sold and a 5% increase from higher rates, partially offset by an 11% decrease from lower ratings. Growth at Broadcasting was due to a 5% increase from higher network rates and a 3% increase from more network units sold, partially offset by a 4% decrease from lower network ratings.
TV/SVOD distribution and other revenue increased $18 million from $1,466 million to $1,484 million due to higher sales of Disney Channel titles.
Costs and Expenses
Operating expenses include programming and production costs, which increased $230 million from $6,443 million to $6,673 million. At Broadcasting, programming and production costs increased $128 million due to a higher average cost of new scripted network programming, as well as programs sold to third parties and an increase in program write-offs. At Cable Networks, programming and production costs increased $102 million due to contractual rate increases for NFL, college and international sports programming and higher costs at the Disney Channels. The increase in costs at the Disney Channels was driven by higher average cost original programming and an increase in program sales. These increases were partially offset by the absence of rights costs for NASCAR.
Selling, general, administrative and other costs decreased $11 million from $1,330 million to $1,319 million due to a favorable FX Impact, partially offset by increased marketing costs. Higher marketing costs were due to marketing new ABC and Freeform series, partially offset by lower marketing costs at ESPN.
Equity in the Income of Investees
Income from equity investees decreased $125 million from $418 million to $293 million due to lower operating results at A&E and a higher loss at Hulu. The decrease at A&E was due to lower advertising revenue, higher programming costs and a negative impact from the conversion of the H2 channel to Viceland as Viceland is in a start-up phase. The increased equity loss at Hulu was due to higher programming and marketing costs, partially offset by growth in subscription and advertising revenues.
 Segment Operating Income
Segment operating income increased 3%, or $115 million, to $3,711 million driven by increases at ESPN, the ABC Television Network and the domestic Disney Channels, partially offset by lower income from equity investees and Broadcast program sales.

35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The following table provides supplemental revenue and segment operating income detail for the Media Networks segment: 
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Cable Networks
$
8,476

 
$
8,196

 
3
 %
Broadcasting
3,649

 
3,474

 
5
 %
 
$
12,125

 
$
11,670

 
4
 %
Segment operating income
 
 
 
 
 
Cable Networks
$
3,210

 
$
3,054

 
5
 %
Broadcasting
501

 
542

 
(8)
 %
 
$
3,711

 
$
3,596

 
3
 %
Restructuring and impairment charges
The Company recorded restructuring and impairment charges of $81 million related to Media Networks in the current six-month period for an investment impairment and contract termination and severance costs.

Parks and Resorts
Operating results for the Parks and Resorts segment are as follows: 
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Domestic
$
7,095

 
$
6,469

 
10
 %
International
1,114

 
1,201

 
(7)
 %
Total revenues
8,209

 
7,670

 
7
 %
Operating expenses
(4,902
)
 
(4,646
)
 
(6)
 %
Selling, general, administrative and other
(894
)
 
(891
)
 
—
 %
Depreciation and amortization
(808
)
 
(762
)
 
(6)
 %
Operating Income
$
1,605

 
$
1,371

 
17
 %
Revenues
Parks and Resorts revenues increased 7%, or $539 million, to $8.2 billion due to an increase of $626 million at our domestic operations, partially offset by a decrease of $87 million at our international operations. The current period reflected a favorable impact from a timing shift of the two-week Easter holiday relative to our fiscal periods. The Easter holiday was in the second quarter of the current year compared to the third quarter of the prior year.
Revenue growth of 10% at our domestic operations reflected increases of 7% from an increase in average guest spending and 2% from higher volumes. The increase in average guest spending was due to higher average ticket prices for admissions at our theme parks and for sailings at our cruise line, increased food, beverage and merchandise spending and higher average hotel room rates. Higher volumes were due to attendance growth at our theme parks, partially offset by lower unit sales at Disney Vacation Club. The decrease at Disney Vacation Club was primarily due to sales in the prior-year period of vacation club units at The Villas at Disney’s Grand Floridian Resort & Spa, which sold out in the prior year, partially offset by higher sales at Disney’s Polynesian Villas & Bungalows in the current six-month period.
Revenues at our international operations reflected decreases of 7% from an unfavorable FX Impact and 4% from lower volumes, partially offset by a 2% increase from higher average guest spending. Lower volumes were due to a decrease in attendance, while guest spending growth was primarily due to higher average ticket prices.

36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The following table presents supplemental park and hotel statistics: 
 
Domestic
 
International (2)
 
Total
 
Six Months Ended
 
Six Months Ended
 
Six Months Ended
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
 
April 2,
2016
 
March 28,
2015
Parks
 
 
 
 
 
 
 
 
 
 
 
Increase/(decrease)
 
 
 
 
 
 
 
 
 
 
 
Attendance
5
%
 
4
%
 
(7)
 %
 
1
%
 
3
%
 
4
%
Per Capita Guest Spending
7
%
 
5
%
 
4
 %
 
7
%
 
7
%
 
6
%
Hotels (1)
 
 
 
 
 
 
 
 
 
 
 
Occupancy
90
%
 
89
%
 
78
 %
 
78
%
 
88
%
 
87
%
Available Room Nights (in thousands)
5,191

 
5,187

 
1,234

 
1,230

 
6,425

 
6,417

Per Room Guest Spending

$311

 

$290

 

$267

 

$276

 

$304

 

$287

(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 2015 six-month average foreign exchange rate. The euro to U.S. dollar weighted average foreign currency exchange rate was $1.10 and $1.19 for the six months ended April 2, 2016 and March 28, 2015, respectively.
Costs and Expenses
Operating expenses include operating labor, which increased $88 million from $2,228 million to $2,316 million, infrastructure costs, which increased $74 million from $863 million to $937 million and cost of sales, which increased $41 million from $717 million to $758 million. The increase in operating labor was due to inflation and higher volumes, partially offset by lower pension and postretirement medical costs. The increase in infrastructure costs was due to technology spending, inflation and costs incurred in connection with the dry-dock of the Disney Dream. The increase in cost of sales was due to higher volumes. Other operating expenses, which include costs for items such as supplies, commissions and entertainment, increased due to inflation, new guest offerings and higher volumes. Operating labor, infrastructure costs and other operating expenses also included higher pre-opening expenses at Shanghai Disney Resort.
Selling, general, administrative and other costs increased $3 million from $891 million to $894 million due to higher marketing costs and pre-opening expenses for Shanghai Disney Resort, partially offset by lower domestic marketing spend.
The increase in depreciation and amortization was associated with new attractions at Walt Disney World Resort and Disneyland Resort.
Segment Operating Income
Segment operating income increased 17%, or $234 million, to $1,605 million due to growth at our domestic operations, partially offset by a decrease at our international operations.


37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Studio Entertainment
Operating results for the Studio Entertainment segment are as follows: 
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Theatrical distribution
$
1,749

 
$
770

 
>100 %

Home entertainment
1,118

 
1,135

 
(1)
 %
TV/SVOD distribution and other
1,916

 
1,638

 
17
 %
Total revenues
4,783

 
3,543

 
35
 %
Operating expenses
(1,941
)
 
(1,424
)
 
(36)
 %
Selling, general, administrative and other
(1,223
)
 
(1,079
)
 
(13)
 %
Depreciation and amortization
(63
)
 
(69
)
 
9
 %
Operating Income
$
1,556

 
$
971

 
60
 %
Revenues
The increase in theatrical distribution revenue was due to the performance of Star Wars: The Force Awakens, partially offset by an unfavorable FX Impact. Other significant titles in the current period included Zootopia and The Good Dinosaur, whereas the prior-year period included Big Hero 6, Cinderella and Into the Woods.
Home entertainment revenue was relatively flat as decreases of 6% from lower unit sales, 4% from an unfavorable FX Impact and 1% from lower average net effective pricing were largely offset by an increase of 10% from revenues from Star Wars Classic titles distributed by a third party. The lower unit sales were driven by the performance of Marvel’s Guardians of the Galaxy, Frozen, Maleficent and Big Hero 6 in the prior-year period compared to Inside Out, Marvel’s Ant-Man and The Good Dinosaur in the current period. Net effective pricing is the wholesale selling price adjusted for discounts, sales incentives and returns.
The 17% increase in TV/SVOD distribution and other revenue was due to increases of 10% from higher revenue share with the Consumer Products & Interactive Media segment due to the success of merchandise based on Star Wars: The Force Awakens and 10% from TV/SVOD distribution, partially offset by a decrease of 3% from an unfavorable FX Impact. The increase in TV/SVOD revenue was due to international growth.
Costs and Expenses
Operating expenses include an increase of $462 million in film cost amortization, from $803 million to $1,265 million due to the impact of higher revenues and film cost impairments. Operating expenses also include cost of goods sold and distribution costs, which increased $55 million, from $621 million to $676 million due to higher theatrical distribution costs driven by Star Wars: The Force Awakens in the current period, partially offset by a favorable FX Impact and lower home entertainment units sold.
Selling, general, administrative and other costs increased $144 million from $1,079 million to $1,223 million due to higher theatrical marketing expense for Star Wars: The Force Awakens, partially offset by a favorable FX Impact.
Segment Operating Income
Segment operating income increased $585 million to $1,556 million due to growth from theatrical and TV/SVOD distribution and a higher revenue share with the Consumer Products & Interactive Media segment, partially offset by an unfavorable FX Impact and higher film cost impairments.


38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Consumer Products & Interactive Media
Operating results for the Consumer Products and Interactive Media segment are as follows: 
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Revenues
 
 
 
 
 
Licensing, publishing and games
$
2,129

 
$
1,943

 
10
 %
Retail and other
967

 
1,026

 
(6)
 %
Total revenues
3,096

 
2,969

 
4
 %
Operating expenses
(1,238
)
 
(1,246
)
 
1
 %
Selling, general, administrative and other
(553
)
 
(543
)
 
(2)
 %
Depreciation and amortization
(88
)
 
(91
)
 
3
 %
Operating Income
$
1,217

 
$
1,089

 
12
 %
Revenues
The 10% increase in licensing, publishing and games revenue was due to a 16% increase from higher licensing revenues, partially offset by decreases of 4% from Infinity due to lower unit sales and 3% from an unfavorable FX Impact. The increase in licensing revenues was due to the performance of merchandise based on Star Wars, partially offset by lower revenues from Frozen merchandise.
The 6% decrease in retail and other revenue reflected a 4% decrease from an unfavorable FX Impact and a 4% decrease due to lower comparable store sales in Europe and North America, partially offset by an increase of 2% from new stores. Lower sales were due to the strong performance of merchandise based on Frozen in the prior-year period, partially offset by current period sales of Star Wars merchandise.
Costs and Expenses
Operating expenses included a $23 million decrease in cost of goods sold and distribution costs, from $788 million to $765 million and a $16 million increase in product development, from $154 million to $170 million. Labor and occupancy costs were flat at $272 million. The decrease in cost of goods sold and distribution costs was primarily due to a decrease in Infinity volumes, lower co-developer fees on mobile game titles and a favorable FX Impact. These decreases were partially offset by higher inventory reserves for Infinity and the impact of new stores. The decrease in comparable store sales did not result in a meaningful reduction in cost of goods sold and distribution costs, as lower volumes were offset by higher average unit costs. The increase in product development was due to spending on video content. Labor and occupancy costs included the benefit from a favorable FX Impact, which was offset by higher retail occupancy costs and labor cost inflation.
Selling, general, administrative and other costs increased $10 million from $543 million to $553 million driven by higher marketing costs, a contract termination charge, increased labor costs and higher bad debt expense. These increases were partially offset by a favorable FX Impact.
Segment Operating Income
Segment operating income increased 12% to $1,217 million due to an increase in licensing revenues, partially offset by lower retail results, an unfavorable FX Impact and a decrease from Infinity.
Restructuring and impairment charges
In the current six-month period, the Company decided to discontinue its self-published console games business (principally Infinity), which is reported in the Consumer Products & Interactive Media segment. In connection with the discontinuance, the Company recorded charges totaling $147 million primarily due to an inventory write-down. These charges also included severance and other asset impairments. These charges have been excluded from segment operating income. See Note 2 to the Condensed Consolidated Financial Statements for a discussion of the Infinity Charge.


39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


CORPORATE AND UNALLOCATED SHARED EXPENSES
 
Quarter Ended
 
% Change
 
Six Months Ended
 
% Change
(in millions)
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
 
April 2,
2016
 
March 28,
2015
 
Better/
(Worse)
Corporate and unallocated shared expenses
$
(162
)
 
$
(170
)
 
5
%
 
$
(298
)
 
$
(295
)
 
(1)
 %

The decrease in Corporate and unallocated shared expenses in the current quarter was primarily due to the timing of allocations to operating segments.

SIGNIFICANT DEVELOPMENTS
Impact of Foreign Currency Exchange Rates
The Company has a foreign exchange risk management program that is intended to reduce earnings fluctuations associated with foreign currency exchange rate changes. As part of this program, we enter into foreign currency derivative contracts designed to hedge projected foreign currency denominated operating income exposures for periods that generally do not exceed four years and to hedge foreign currency denominated net monetary assets to protect the U.S. dollar equivalent value of these assets from foreign currency fluctuations. The economic or political conditions in a country could reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country. Based on our hedge portfolio and our projections of foreign currency exposure, we project an adverse impact to growth in segment operating results from fiscal 2015 to fiscal 2016 of approximately $500 million.

FINANCIAL CONDITION
The change in cash and cash equivalents is as follows: 
 
Six Months Ended
 
% Change
Better/
(Worse)
(in millions)
April 2,
2016
 
March 28,
2015
 
Cash provided by operations
$
5,762

 
$
4,773

 
21
 %
Cash used in investing activities
(3,038
)
 
(1,827
)
 
(66)
 %
Cash used in financing activities
(1,981
)
 
(2,345
)
 
16
 %
Impact of exchange rates on cash and cash equivalents
3

 
(277
)
 
nm

Change in cash and cash equivalents
$
746

 
$
324

 
>100 %

Operating Activities
Cash provided by operating activities increased 21% to $5.8 billion for the current six-month period compared to $4.8 billion in the prior-year six-month period. Higher operating cash flow was due to higher operating cash receipts at our Studio Entertainment, Media Networks and Parks and Resorts segments driven by revenue growth. These increases were partially offset by an increase in contributions to the Company’s pension and postretirement medical plans and higher television production spending.
Film and Television Costs
The Company’s Studio Entertainment and Media Networks segments incur costs to acquire and produce feature film and television programming. Film and television production costs include all internally produced content such as live-action and animated feature films, animated direct-to-video programming, television series, television specials, theatrical stage plays or other similar product. Programming costs include film or television product licensed for a specific period from third parties for airing on the Company’s broadcast and cable networks and television stations. Programming assets are generally recorded when the programming becomes available to us with a corresponding increase in programming liabilities. Accordingly, we analyze our programming assets net of the related liability.
 

40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


The Company’s film and television production and programming activity for the six months ended April 2, 2016 and March 28, 2015 are as follows: 
 
Six Months Ended
(in millions)
April 2,
2016
 
March 28,
2015
Beginning balances:
 
 
 
Production and programming assets
$
7,353

 
$
6,386

Programming liabilities
(989
)
 
(875
)
 
6,364

 
5,511

Spending:
 
 
 
Television program licenses and rights
3,414

 
3,254

Film and television production
2,513

 
2,183

 
5,927

 
5,437

Amortization:
 
 
 
Television program licenses and rights
(3,738
)
 
(3,643
)
Film and television production
(2,224
)
 
(1,761
)
 
(5,962
)
 
(5,404
)
 
 
 
 
Change in film and television production and programming costs
(35
)
 
33

Other non-cash activity
30

 
61

Ending balances:
 
 
 
Production and programming assets
7,461

 
6,606

Programming liabilities
(1,102
)
 
(1,001
)
 
$
6,359

 
$
5,605

 
Investing Activities
Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture activity. The Company’s investments in parks, resorts and other property for the six months ended April 2, 2016 and March 28, 2015 are as follows: 
 
Six Months Ended
(in millions)
April 2,
2016
 
March 28,
2015
Media Networks
 
 
 
Cable Networks
$
33

 
$
26

Broadcasting
44

 
20

Total Media Networks
77

 
46

Parks and Resorts
 
 
 
Domestic
1,131

 
606

International
1,172

 
1,054

Total Parks and Resorts
2,303

 
1,660

Studio Entertainment
44

 
52

Consumer Products & Interactive Media
20

 
26

Corporate
112

 
121

 
$
2,556

 
$
1,905

Capital expenditures for the Parks and Resorts segment are principally for theme park and resort expansion, new attractions, cruise ships, recurring capital and capital improvements and systems infrastructure. The increase at our domestic parks and resorts was due to new attractions at Walt Disney World Resort and Disneyland Resort. The increase at our international parks and resorts was primarily due to higher construction spending for the Hong Kong Disneyland Resort.

41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Capital expenditures at Media Networks primarily reflect investments in facilities and equipment for expanding and upgrading broadcast centers, production facilities and television station facilities.
Capital expenditures at Consumer Products & Interactive Media primarily reflect investments in leasehold improvements at retail locations.
Capital expenditures at Corporate primarily reflect investments in corporate facilities, information technology and equipment.
The Company currently expects its fiscal 2016 capital expenditures will be approximately $5.1 billion, which is $0.8 billion higher than fiscal 2015 capital expenditures of $4.3 billion, due to increased investment at our domestic parks and resorts.
Other Investing Activities
During the current six-month period, acquisitions totaled $400 million due to the acquisition of an 11% interest in Vice.

Financing Activities
Cash used in financing activities was $2.0 billion in the current six-month period, which reflected repurchases of common stock of $4.4 billion and a semi-annual dividend payment of $1.2 billion, partially offset by net cash inflows from borrowings of $3.8 billion.
Cash used in financing activities of $2.0 billion was $0.4 billion less than the cash used in the prior-year six-month period. The decrease in cash used in financing activities was driven by:
Decreases due to:
•
Higher borrowings compared to the prior-year period of $3.7 billion
•
A decrease in our dividend payment in the current-year period of $0.8 billion as a result of moving from an annual dividend to a semi-annual dividend
Partially offset by increases due to:
•
An increase in common stock repurchases in the current-year period of $2.6 billion
•
The absence of contributions that were received in the prior-year period from noncontrolling interest holders of $0.8 billion
•
A increase of $0.5 billion in dividend payments to noncontrolling interest holders due to timing
See Note 4 to the Condensed Consolidated Financial Statements for a summary of the Company’s borrowing activities during the six months ended April 2, 2016 and information regarding the Company’s bank facilities. The Company may use commercial paper borrowings up to the amount of its unused bank facilities, in conjunction with term debt issuance and operating cash flow, to retire or refinance other borrowings before or as they come due.
See Note 8 to the Condensed Consolidated Financial Statements for a summary of the Company’s dividends in fiscal 2016 and 2015 and share repurchases during the six months ended April 2, 2016.
We believe that the Company’s financial condition is strong and that its cash balances, other liquid assets, operating cash flows, access to debt and equity capital markets and borrowing capacity, taken together, provide adequate resources to fund ongoing operating requirements and future capital expenditures related to the expansion of existing businesses and development of new projects. However, the Company’s operating cash flow and access to the capital markets can be impacted by macroeconomic factors outside of its control. In addition to macroeconomic factors, the Company’s borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized rating agencies, which are based, in significant part, on the Company’s performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of April 2, 2016, Moody’s Investors Service’s long- and short-term debt ratings for the Company were A2 and P-1, respectively, with stable outlook; Standard & Poor’s long- and short-term debt ratings for the Company were A and A-1, respectively, with stable outlook; and Fitch’s long- and short-term debt ratings for the Company were A and F1, respectively, with stable outlook. The Company’s bank facilities contain only one financial covenant, relating to interest coverage, which the Company met on April 2, 2016 by a significant margin. The Company’s bank facilities also specifically exclude certain entities, including the International Theme Parks, from any representations, covenants or events of default.


42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


COMMITMENTS AND CONTINGENCIES
Legal Matters
As disclosed in Note 10 to the Condensed Consolidated Financial Statements, the Company has exposure for certain legal matters.
Guarantees
See Note 10 to the Condensed Consolidated Financial Statements for information regarding the Company’s guarantees.
Tax Matters
As disclosed in Note 9 to the Consolidated Financial Statements in the 2015 Annual Report on Form 10-K, the Company has exposure for certain tax matters.
Contractual Commitments
See Note 14 to the Consolidated Financial Statements in the 2015 Annual Report on Form 10-K for information regarding the Company’s contractual commitments.

OTHER MATTERS
Accounting Policies and Estimates
We believe that the application of the following accounting policies, which are important to our financial position and results of operations require significant judgments and estimates on the part of management. For a summary of our significant accounting policies, including the accounting policies discussed below, see Note 2 to the Consolidated Financial Statements in the 2015 Annual Report on Form 10-K.
Film and Television Revenues and Costs
We expense film and television production, participation and residual costs over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues) for each production. If our estimate of Ultimate Revenues decreases, amortization of film and television costs may be accelerated. Conversely, if our estimate of Ultimate Revenues increases, film and television cost amortization may be slowed. For film productions, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the initial theatrical release. For television series, Ultimate Revenues include revenues that will be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later.
With respect to films intended for theatrical release, the most sensitive factor affecting our estimate of Ultimate Revenues (and therefore affecting future film cost amortization and/or impairment) is theatrical performance. Revenues derived from other markets subsequent to the theatrical release (e.g., the home entertainment or television markets) have historically been highly correlated with the theatrical performance. Theatrical performance varies primarily based upon the public interest and demand for a particular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a film’s release and determination of the theatrical performance, the Company’s estimates of revenues from succeeding windows and markets are revised based on historical relationships and an analysis of current market trends. The most sensitive factor affecting our estimate of Ultimate Revenues for released films is the level of expected home entertainment sales. Home entertainment sales vary based on the number and quality of competing home entertainment products, as well as the manner in which retailers market and price our products.
 
With respect to television series or other television productions intended for broadcast, the most sensitive factor affecting estimates of Ultimate Revenues is the program’s rating and the strength of the advertising market. Program ratings, which are an indication of market acceptance, directly affect the Company’s ability to generate advertising revenues during the airing of the program. In addition, television series with greater market acceptance are more likely to generate incremental revenues through the eventual sale of the program rights in the syndication, international and home entertainment markets. Alternatively, poor ratings may result in a television series cancellation, which would require an immediate write-down of any unamortized production costs. A significant decline in the advertising market would also negatively impact our estimates.
We expense the cost of television broadcast rights for acquired series, movies and other programs based on the number of times the program is expected to be aired or on a straight-line basis over the useful life, as appropriate. Amortization of those

43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


television programming assets being amortized on a number of airings basis may be accelerated if we reduce the estimated future airings and slowed if we increase the estimated future airings. The number of future airings of a particular program is impacted primarily by the program’s ratings in previous airings, expected advertising rates and availability and quality of alternative programming. Accordingly, planned usage is reviewed periodically and revised if necessary. We amortize rights costs for multi-year sports programming arrangements during the applicable seasons based on the estimated relative value of each year in the arrangement. The estimated value of each year is based on our projections of revenues over the contract period, which include advertising revenue and an allocation of affiliate revenue. If the annual contractual payments related to each season approximate each season’s estimated relative value, we expense the related contractual payments during the applicable season. If planned usage patterns or estimated relative values by year were to change significantly, amortization of our sports rights costs may be accelerated or slowed.
Costs of film and television productions are subject to regular recoverability assessments, which compare the estimated fair values with the unamortized costs. The net realizable values of television broadcast program licenses and rights are reviewed using a daypart methodology. A daypart is defined as an aggregation of programs broadcast during a particular time of day or programs of a similar type. The Company’s dayparts are: primetime, daytime, late night, news and sports (includes broadcast and cable networks). The net realizable values of other cable programming assets are reviewed on an aggregated basis for each cable network. Individual programs are written off when there are no plans to air or sublicense the program. Estimated values are based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than our projections, film, television and programming cost write-downs may be required.
Revenue Recognition
The Company has revenue recognition policies for its various operating segments that are appropriate to the circumstances of each business. See Note 2 to the Consolidated Financial Statements in the 2015 Annual Report on Form 10-K for a summary of these revenue recognition policies.
We reduce home entertainment and game revenues for estimated future returns of merchandise and for customer programs and sales incentives. These estimates are based upon historical return experience, current economic trends and projections of customer demand for and acceptance of our products. If we underestimate the level of returns or concessions in a particular period, we may record less revenue in later periods when returns or concessions exceed the estimated amount. Conversely, if we overestimate the level of returns or concessions for a period, we may have additional revenue in later periods when returns or concessions are less than estimated.
We recognize revenues from advance theme park ticket sales when the tickets are used. We recognize revenues from expiring multi-use tickets ratably over the estimated usage period. For non-expiring, multi-day tickets, we recognize revenue over a five-year time period based on estimated usage. The estimated usage periods are derived from historical usage patterns. If actual usage is different than our estimated usage, revenues may not be recognized in the periods the related services are rendered. In addition, a change in usage patterns would impact the timing of revenue recognition.
Pension and Postretirement Medical Plan Actuarial Assumptions
The Company’s pension and postretirement medical benefit obligations and related costs are calculated using a number of actuarial assumptions. Two significant assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement, which we evaluate annually. Refer to the 2015 Annual Report on Form 10-K for estimated impacts of changes in these assumptions. Other assumptions include the healthcare cost trend rate and employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase.
The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement date. A lower discount rate increases the present value of benefit obligations and increases pension expense. The guideline for setting this rate is a high-quality long-term corporate bond rate. The Company’s discount rate was determined by considering yield curves constructed of a large population of high-quality corporate bonds and reflects the matching of the plans’ liability cash flows to the yield curves.
To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on pension plan assets will increase pension expense.

44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Goodwill, Intangible Assets, Long-Lived Assets and Investments
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and if current events or circumstances require, on an interim basis. Goodwill is allocated to various reporting units, which are generally an operating segment or one level below the operating segment. The Company compares the fair value of each reporting unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of the goodwill.
To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flow) corroborated by market multiples when available and as appropriate. We apply what we believe to be the most appropriate valuation methodology for each of our reporting units. The discounted cash flow analyses are sensitive to our estimates of future revenue growth and margins for these businesses. We include in the projected cash flows an estimate of the revenue we believe the reporting unit would receive if the intellectual property developed by the reporting unit that is being used by other reporting units was licensed to an unrelated third party at its fair market value. These amounts are not necessarily the same as those included in segment operating results. We believe our estimates of fair value are consistent with how a marketplace participant would value our reporting units.
In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are subject to a greater degree of uncertainty than usual. If we had established different reporting units or utilized different valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record impairment charges.
The Company is required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the difference. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.
 
The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. The impairment test for assets held for use requires a comparison of cash flows expected to be generated over the useful life of an asset group to the carrying value of the asset group. An asset group is established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could include assets used across multiple businesses or segments. If the carrying value of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the group’s long-lived assets and the carrying value of the group’s long-lived assets. The impairment is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts, but only to the extent the carrying value of each asset is above its fair value. For assets held for sale, to the extent the carrying value is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of the asset groups, estimates of future cash flows and the discount rate used to determine fair values. If we had established different asset groups or utilized different valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record impairment charges.
The Company has cost and equity investments. The fair value of these investments is dependent on the performance of the investee companies, as well as volatility inherent in the external markets for these investments. In assessing potential impairment of these investments, we consider these factors, as well as the forecasted financial performance of the investees and market values, where available. If these forecasts are not met or market values indicate an other-than-temporary decline in value, impairment charges may be required.
Allowance for Doubtful Accounts
We evaluate our allowance for doubtful accounts and estimate collectability of accounts receivable based on our analysis of historical bad debt experience in conjunction with our assessment of the financial condition of individual companies with which we do business. In times of domestic or global economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. If our estimate of uncollectible accounts is too low, costs and expenses may increase in future periods, and if it is too high, costs and expenses may decrease in future periods.

45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)


Contingencies and Litigation
We are currently involved in certain legal proceedings and, as required, have accrued estimates of the probable and estimable losses for the resolution of these claims. These estimates have been developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. See Note 10 to the Condensed Consolidated Financial Statements for more detailed information on litigation exposure.
Income Tax Audits
As a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. From time to time, these audits result in proposed assessments. Our determinations regarding the recognition of income tax benefits are made in consultation with outside tax and legal counsel, where appropriate, and are based upon the technical merits of our tax positions in consideration of applicable tax statutes and related interpretations and precedents and upon the expected outcome of proceedings (or negotiations) with taxing and legal authorities. The tax benefits ultimately realized by the Company may differ from those recognized in our future financial statements based on a number of factors, including the Company’s decision to settle rather than litigate a matter, relevant legal precedent related to similar matters and the Company’s success in supporting its filing positions with taxing authorities.
New Accounting Pronouncements
See Note 14 to the Condensed Consolidated Financial Statements for information regarding new accounting pronouncements.
MARKET RISK
The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, commodity fluctuations and changes in the market values of its investments.
Policies and Procedures
In the normal course of business, we employ established policies and procedures to manage the Company’s exposure to changes in interest rates, foreign currencies and commodities using a variety of financial instruments.
Our objectives in managing exposure to interest rate changes are to limit the impact of interest rate volatility on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to manage net exposure to interest rate changes related to the Company’s portfolio of borrowings. By policy, the Company targets fixed-rate debt as a percentage of its net debt between minimum and maximum percentages.
Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flows in order to allow management to focus on core business issues and challenges. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the U.S. dollar equivalent value of its existing foreign currency assets, liabilities, commitments and forecasted foreign currency revenues and expenses. The Company utilizes option strategies and forward contracts that provide for the purchase or sale of foreign currencies to hedge probable, but not firmly committed, transactions. The Company also uses forward and option contracts to hedge foreign currency assets and liabilities. The principal foreign currencies hedged are the euro, British pound, Japanese yen and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated borrowings. By policy, the Company maintains hedge coverage between minimum and maximum percentages of its forecasted foreign exchange exposures generally for periods not to exceed four years. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related exposures. The economic or political conditions in a country could reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.
Our objectives in managing exposure to commodity fluctuations are to use commodity derivatives to reduce volatility of earnings and cash flows arising from commodity price changes. The amounts hedged using commodity swap contracts are based on forecasted levels of consumption of certain commodities, such as fuel oil and gasoline.
It is the Company’s policy to enter into foreign currency and interest rate derivative transactions and other financial instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into these transactions or any other hedging transactions for speculative purposes.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures – We have established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as appropriate to allow timely decisions regarding required disclosure.
Based on their evaluation as of April 2, 2016, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.
There have been no changes in our internal controls over financial reporting during the second quarter of fiscal 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
As disclosed in Note 10 to the Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters, and the disclosure set forth in Note 10 relating to certain legal matters is incorporated herein by reference.


ITEM 1A. Risk Factors
The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for “forward-looking statements” made by or on behalf of the Company. We may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our shareholders. All forward-looking statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made and the Company does not undertake any obligation to update its disclosure relating to forward-looking matters. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as well as from developments beyond the Company’s control, including: changes in domestic and global economic conditions, competitive conditions and consumer preferences; adverse weather conditions or natural disasters; health concerns; international, political or military developments; and technological developments. Such developments may affect travel and leisure businesses generally and may, among other things, affect the performance of the Company’s theatrical and home entertainment releases, the advertising market for broadcast and cable television programming, expenses of providing medical and pension benefits, demand for our products and performance of some or all company businesses either directly or through their impact on those who distribute our products. Additional factors are discussed in the 2015 Annual Report on Form 10-K under the Item 1A, “Risk Factors.”

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended April 2, 2016: 
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)
January 3, 2016 – January 31, 2016
 
13,994,254

 
$
99.01

 
13,765,000

 
320 million
February 1, 2016 – February 29, 2016
 
3,288,941

 
93.13

 
3,247,176

 
317 million
March 1, 2016 – April 2, 2016
 
3,860,226

 
97.50

 
3,832,600

 
314 million
Total
 
21,143,421

 
97.82

 
20,844,776

 
314 million
 
(1) 
298,645 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 share repurchase authorization to a total of 400 million shares as of that date. The repurchase program does not have an expiration date.



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ITEM 6. Exhibits
See Index of Exhibits.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
THE WALT DISNEY COMPANY
 
 
(Registrant)
 
 
By:
 
/s/ CHRISTINE M. MCCARTHY
 
 
Christine M. McCarthy,
Senior Executive Vice President and Chief Financial Officer
May 10, 2016
Burbank, California

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INDEX OF EXHIBITS
 
 
 
 
 
Number and Description of Exhibit
(Numbers Coincide with Item 601 of Regulation S-K)
 
Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below
 
 
 
 
3.1
 
Restated Certificate of Incorporation of the Company
 
Exhibit 3.1 to the Current Report on Form 8-K of the Company dated March 4, 2016.
 
 
 
 
 
4.1
 
364 Day Credit Agreement dated as of March 11, 2016
 
Exhibit 10.1 to the Current Report on Form 8-K of the Company dated March 14, 2016
 
 
 
 
 
4.2
 
Five-Year Credit Agreement dated as of March 11, 2016
 
Exhibit 10.2 to the Current Report on Form 8-K of the Company dated March 14, 2016
 
 
 
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 April 2, 2016 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.

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