Notes to Financial Statements | |
| 9 Months Ended
Jun. 27, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
1. Principles of Consolidation |
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. In the opinion of management, we believe that we have included normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the quarter and nine months ended June27, 2009 are not necessarily indicative of the results that may be expected for the year ending October3, 2009. Certain reclassifications have been made in the prior year financial statements to conform to the current year presentation.
The Company evaluated subsequent events through July30, 2009. These financial statements should be read in conjunction with the financial statements included in the Companys 2008 Annual Report on Form 10-K as supplemented on Form 8-K dated February3, 2009.
In December 1999, DVD Financing, Inc. (DFI), a subsidiary of Disney Vacation Development, Inc. and an indirect subsidiary of the Company, completed a receivables sale transaction that established a facility that permitted DFI to sell receivables arising from the sale of vacation club memberships on a periodic basis. In connection with this facility, DFI prepares separate financial statements, although its separate assets and liabilities are also consolidated in these financial statements. DFIs ability to sell new receivables under this facility ended on December4, 2008. (See Note 13 for further discussion of this facility in the Companys disclosures related to FSP FAS 140-4 and FIN 46(R)-8).
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 |
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. The Company reports the performance of its operating segments including equity in the income of investees, which consists primarily of cable businesses included in the Media Networks segment.
Beginning with the first quarter fiscal 2009 financial statements, the Company began reporting the Disney Interactive Media Group along with certain new business initiatives as Interactive Media for segment reporting purposes. The Company combined the operations and management of Disney Interactive Studios and the Walt Disney Internet Group into a new business unit, the Disney Interactive Media Group which creates and delivers Disney-branded entertainment and lifestyle content across interactive media platforms. The primary operating businesses of the Disney Interactive Media Group are Disney Interactive Studios, which produces video games for global distribution, and Disney Online, which produces web sites and online virtual worlds in the United States and internationally. The Disney Interactive Media Group also manages the Companys Disney-branded mobile phone initiatives and provides technical infrastructure services to the Companys non Disney-branded websites, such as ABC.com and ESPN.com, and to its Disney-branded e-commerce websites, principally Disneystore.com and Walt Disney Parks and Resorts Online.The Disney Interactive Media Group is reimbursed for the cost of providing these technical infrastructure services, and since these other websites are managed within the Companys other segments, the financial results of these websites are reported within the Companys other segments.
Previously, Disney Interactive Studios and the Walt Disney Internet Group were reported in the Consumer Products and Media Networks segments, respectively, while the new business initiatives were reported in corporate and unallocated shared expenses. The new presentation aligns with how management reports and measures segment performance for internal management purposes.
Quarter Ended Nine Months Ended
June27, 2009 June28, 2008 June27, 2009 June28, 2008
Revenues(1) :
Media Networks $ 3,961 $ 4,054 $ 11,484 $ 11,713
Parks and Resorts 2,751 3,038 7,823 8,535
Studio Entertainment 1,261 1,433 4,641 5,896
Consumer Products 510 569 1,779 1,680
Interactive Media 113 142 555 574
$ 8,596 $ 9,236 $ 26,282 $ 28,398
Segment operating income (loss) (1):
Media Networks $ 1,319 $ 1,520 $ 3,280 $ 3,805
Parks and Resorts 521 641 1,074 1,485
Studio Entertainment (12) 97 188 988
Consumer Products 96 153 458 567
Interactive Media (75) (91) |
3. Acquisitions |
3. Acquisitions
In December 2008, the Company acquired an additional 26% interest in Jetix Europe N.V., a publicly traded pan-European kids entertainment company, for approximately $353 million (bringing our total ownership interest to over 99%). The Company intends to acquire the remaining outstanding shares through statutory buy-out proceedings. The Company is in the process of finalizing its allocation of the purchase price to the assets acquired and liabilities assumed.
On May9, 2008, the Company acquired an 18% interest (bringing its fully diluted interest to 32%) in UTV Software Communications Limited (UTV), a media company headquartered and publicly traded in India, for approximately $197 million.In accordance with Indian securities regulations, the Company was required to make an open tender offer to purchase up to an additional 23% of UTVs publicly traded voting shares for a price equivalent to the May9th, 2008 Indian rupee purchase price. In November 2008, the Company completed the open offer and acquired an incremental 23% of UTVs voting shares for approximately $138 million.Due to the change in the exchange rate between the US dollar and the Indian rupee from May to November, the US dollar price per share was lower in November as compared to May. UTVs founder has a four year option to buy all or a portion of the shares acquired by the Company during the open offer period at a price no less than the Companys open offer price. If the trading price upon exercise of the option exceeds the price paid by the Company, then the option price is capped at the Companys open offer price plus a 10% annual return. The Company does not have the right to vote the shares subject to the option until the expiration of the option and accordingly the Companys ownership interest in voting shares is 48%. In addition to the acquisition of UTV, on August5, 2008, the Company invested $28 million in a UTV subsidiary, UTV Global Broadcasting Limited (along with UTV, the UTV Group). The UTV Group is accounted for under the equity method.
Although UTVs performance to date has generally been consistent with our expectations, in light of current economic conditions we have tempered our future expectations. Based on the Companys internal valuation of the UTV business, which was estimated using a discounted cash flow model, we recorded non-cash impairment charges totaling $49 million. The Companys carrying value of its investment in the UTV Group of $305 million significantly exceeds the current trading value, and the Company will continue to monitor its investment in the UTV Group.
On August1, 2007, the Company acquired all of the outstanding shares of Club Penguin Entertainment, Inc. (Club Penguin), a Canadian company that operates clubpenguin.com, an online virtual world for children. The purchase price included upfront cash consideration of approximately $350 million and additional consideration of up to $350 million payable if Club Penguin achieved predefinedearnings targets in calendar years 2008 and 2009. There have been no additional payments of consideration for Club Penguin and remaining additional consideration of $175 million |
4. Dispositions and Other Income |
4. Dispositions and Other Income
Dispositions
On December22, 2008, the Company sold its investment in two pay television services in Latin America for approximately $185 million, resulting in a pre-tax gain of $114 million reported in Other income in the Condensed Consolidated Statements of Income.
Other income
During the quarter and nine months ended June27, 2009 and June28, 2008, respectively, other income was as follows:
Quarter Ended NineMonthsEnded
June27, 2009 June28, 2008 June27, 2009 June28, 2008
Gain on sale of investment in two pay television services in Latin America $ $ 114 $
Gain on sale of movies.com 14 14
Accounting gain related to the acquisition of the Disney Stores in North America 18 18
$ $ 32 $ 114 $ 32
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5. Borrowings |
5. Borrowings
During the nine months ended June27, 2009, the Companys borrowing activity was as follows:
September27, 2008 Additions Payments Other Activity June27, 2009
Commercial paper $ 1,985 $ $ (1,985) $ $
U.S. medium-term notes 7,005 1,500 (130) (8) 8,367
European medium-term notes 318 17 335
Other foreign currency denominated debt 825 22 847
Capital Cities/ABC debt 178 (60) (2) 116
Film financing 248 247 (133) 23 385
Other (1) 374 (6) 95 463
Euro Disney borrowings (2) 2,457 (91) (101) 2,265
Hong Kong Disneyland borrowings 1,249 (375) 42 916
Total $ 14,639 $ 1,747 $ (2,780) $ 88 $ 13,694
(1)
The other activity is primarily market value adjustments for debt with qualifying hedges.
(2)
The other activity is primarily the impact of foreign currency translation as a result of the strengthening of the U.S. dollar against the Euro. |
6. Euro Disney and Hong Kong Disneyland |
6. Euro Disney and Hong Kong Disneyland
The Company has a 51% effective ownership interest in the operations of Euro Disney and a 43% ownership interest in the operations of Hong Kong Disneyland which are both consolidated in the Companys financial statements.
The following table presents a condensed consolidating balance sheet for the Company as of June27, 2009, reflecting the impact of consolidating the balance sheets of Euro Disney and Hong Kong Disneyland.
Before Euro Disney andHong Kong Disneyland Consolidation EuroDisney, Hong Kong Disneylandand Adjustments Total
Cash and cash equivalents $ 2,661 $ 467 $ 3,128
Other current assets 8,140 231 8,371
Total current assets 10,801 698 11,499
Investments 2,560 (892) 1,668
Fixed assets 12,865 4,422 17,287
Other assets 32,073 57 32,130
Total assets $ 58,299 $ 4,285 $ 62,584
Current portion of borrowings $ 1,017 $ 125 $ 1,142
Other current liabilities 6,912 552 7,464
Total current liabilities 7,929 677 8,606
Borrowings 9,496 3,056 12,552
Deferred income taxes and other long-term liabilities 5,857 171 6,028
Minority interest 721 381 1,102
Shareholders equity 34,296 34,296
Total liabilities and shareholders equity $ 58,299 $ 4,285 $ 62,584
The following table presents a condensed consolidating income statement of the Company for the nine months ended June27, 2009, reflecting the impact of consolidating the income statements of Euro Disney and Hong Kong Disneyland.
Before Euro Disney andHong Kong Disneyland Consolidation EuroDisney, Hong Kong Disneylandand Adjustments Total
Revenues $ 24,885 $ 1,397 $ 26,282
Cost and expenses (20,736) (1,444) (22,180)
Restructuring and impairment charges (326) (326)
Other income 114 114
Net interest expense (232) (110) (342)
Equity in the income of investees 381 68 449
Income before income taxes and minority interests 4,086 (89) 3,997
Income taxes (1,462) (1,462)
Minority interests (212) 89 (123)
Net income $ 2,412 $ $ 2,412
The following table presents a condensed consolidating cash flow statement of the Company for the nine months ended June27, 2009, reflecting the impact of consolidating the cash flow statements of Euro Disney and Hong Kong Disneyland.
BeforeEuro Disney andHong Kong Disneyland Consolidation EuroDisney, Hong Kong Disneyland and Adjustments Total
Cash provided (used) by operations $ 3,352 $ (26) $ 3,326
Investments in parks, resorts and other property (1,052) (75) (1,127)
Other investing activities (665) 341 (324)
Cash used by financing activiti |
7. Pension and Other Benefit Programs |
7. Pension and Other Benefit Programs
The components of net periodic benefit cost are as follows:
Pension Plans Postretirement Medical Plans
Quarter Ended NineMonthsEnded Quarter Ended NineMonthsEnded
June27, 2009 June28, 2008 June27, 2009 June28, 2008 June27, 2009 June28, 2008 June27, 2009 June28, 2008
Service cost $ 42 $ 44 $ 125 $ 134 $ 5 $ 5 $ 13 $ 16
Interest cost 91 81 272 242 17 15 53 47
Expected return on plan assets (93) (89) (279) (267) (6) (6) (19) (19)
Recognized net actuarial loss 1 10 4 28 (3) (8) 1
Net periodic benefit cost $ 41 $ 46 $ 122 $ 137 $ 13 $ 14 $ 39 $ 45
During the nine months ended June27, 2009, the Company made contributions to its pension and postretirement medical plans totaling $468 million, which included discretionary contributions above the minimum requirements for pension plans. The Company does not anticipate making any material contributions to its pension and postretirement medical plans during the remainder of fiscal 2009.
At the beginning of the first quarter of fiscal 2009, the Company adopted the measurement provisions of SFAS 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FAS Statements No.87, 88, 106, and 132(R) (SFAS 158). See Note 13 for the impact of adopting SFAS 158.
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8. Earnings Per Share |
8. 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 and assuming conversion of the Companys convertible senior notes through the redemption date which occurred in the third quarter of fiscal 2008. Stock options and restricted stock units were excluded from the diluted earnings per share calculation to the extent they were anti-dilutive, and amounted to 149million and 74million shares for the quarters ended June27, 2009 and June28, 2008, respectively, and 155million and 67million for the nine months ended June27, 2009 and June28, 2008, respectively. A reconciliation of net income and weighted average number of common and common equivalent shares outstanding for calculating diluted earnings per share is as follows:
Quarter Ended NineMonthsEnded
June27, 2009 June28, 2008 June27 2009 June28, 2008
Net income $ 954 $ 1,284 $ 2,412 $ 3,667
Interest expense on convertible senior notes (net of tax) 1 12
$ 954 $ 1,285 $ 2,412 $ 3,679
Shares (in millions):
Weighted average number of common shares outstanding (basic) 1,857 1,900 1,855 1,896
Weighted average dilutive impact of equity-based compensation awards 17 33 16 35
Weighted average assumed conversion of convertible senior notes 7 32
Weighted average number of common and common equivalent shares outstanding (diluted) 1,874 1,940 1,871 1,963
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9. Shareholders Equity |
9. Shareholders Equity
The Company declared a $648 million dividend ($0.35 per share) on December3, 2008, related to fiscal 2008, which was paid on January20, 2009, to shareholders of record on December15, 2008. The Company paid a $664 million dividend ($0.35 per share) during the second quarter of fiscal 2008 related to fiscal 2007.
During the first nine months of fiscal 2009, the Company repurchased 3million shares of its common stock for approximately $104 million. As of June27, 2009, the Company had remaining authorization in place to repurchase approximately 180million additional shares. The repurchase program does not have an expiration date.
The Company also has 1.0 billion shares of Internet Group Stock at $.01 par value authorized. No shares are issued or outstanding.
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10. Comprehensive Income |
10. Comprehensive Income
Comprehensive income (loss), net of tax, is as follows:
Quarter Ended NineMonthsEnded
June27, 2009 June28, 2008 June27, 2009 June28, 2008
Net income $ 954 $ 1,284 $ 2,412 $ 3,667
Market value adjustments for hedges and investments (110) 61 26 33
Pension and postretirement medical adjustments (8) 6 (17) 18
Foreign currency translation and other 49 (4) (50) 47
Comprehensive income $ 885 $ 1,347 $ 2,371 $ 3,765
Accumulated other comprehensive income (loss), net of tax, is as follows:
June27, 2009 September27, 2008
Market value adjustments for hedges and investments $ 104 $ 78
Foreign currency translation and other 87 137
Unrecognized pension and postretirement medical expense (1) (213) (296)
Accumulated other comprehensive loss $ (22) $ (81)
(1)
Pursuant to the adoption of the measurement provisions of SFAS 158, the Company recorded a $100 million benefit to the fiscal 2009 opening balance of accumulated other comprehensive income (loss). See Note 13 for further details on the impact of the adoption of SFAS 158.
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11. Equity Based Compensation |
11. Equity Based Compensation
The expense for stock options and restricted stock units (RSUs) is as follows:
Quarter Ended NineMonthsEnded
June27, 2009 June28, 2008 June27, 2009 June28, 2008
Stock option compensation expense $ 53 $ 42 $ 166 $ 156
RSU compensation expense 58 47 170 134
Total equity-based compensation expense $ 111 $ 89 $ 336 $ 290
Unrecognized compensation cost related to unvested stock options and RSUs totaled approximately $366 million and $527 million, respectively, as of June27, 2009.
In January 2009, the Company made stock compensation grants, which included its regular annual grant, consisting of 14million stock options and 15million RSUs, of which 3million RSUs included market and/or performance conditions.
The weighted average grant date fair values per option issued during the nine months ended June27, 2009, and June28, 2008, were $7.43 and $8.19, respectively.
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12. Commitments and Contingencies |
12. Commitments and Contingencies
The Company has exposure to various legal and other contingencies arising from the conduct of its businesses.
Legal Matters
Milne and Disney Enterprises, Inc. v. Stephen Slesinger, Inc. On November5, 2002, Clare Milne, the granddaughter of A. A. Milne, author of the Winnie the Pooh books, and the Companys subsidiary Disney Enterprises, Inc. (DEI) filed a complaint against Stephen Slesinger, Inc. (SSI) in the United States District Court for the Central District of California. On November4, 2002, Ms.Milne served notices to SSI and DEI terminating A. A. Milnes prior grant of rights to Winnie the Pooh, effective November5, 2004, and granted all of those rights to DEI. In their lawsuit, Ms.Milne and DEI sought a declaratory judgment, under United States copyright law, that Ms.Milnes termination notices were valid; that SSIs rights to Winnie the Pooh in the United States terminated effective November5, 2004; that upon termination of SSIs rights in the United States, the 1983 licensing agreement that is the subject of the Stephen Slesinger, Inc. v. The Walt Disney Company lawsuit (the state court action) terminated by operation of law; and that, as of November5, 2004, SSI was entitled to no further royalties for uses of Winnie the Pooh. SSI filed (a)an answer denying the material allegations of the complaint and (b)counterclaims seeking a declaration that (i)Ms.Milnes grant of rights to DEI is void and unenforceable and (ii)DEI remains obligated to pay SSI royalties under the 1983 licensing agreement. The District Court ruled that Milnes termination notices were invalid. The Court of Appeals for the Ninth Circuit affirmed, and on June26, 2006, the United States Supreme Court denied Milnes petition for a writ of certiorari. On August1, 2003, SSI filed an amended answer and counterclaims and a third-party complaint against Harriet Hunt (heir to E. H. Shepard, illustrator of the original Winnie the Pooh stories), who had served a notice of termination and a grant of rights similar to Ms.Milnes, and asserted counterclaims against the Company allegedly arising from the Milne and Hunt terminations and the grant of rights to DEI for (a)unlawful and unfair business practices; and (b)breach of the 1983 licensing agreement.
On October19, 2006, the parties stipulated to SSIs filing its Fourth Amended Answer and Counterclaims (Fourth Amended Answer) seeking (a)to invalidate the Hunt termination notice, (b)to terminate the Companys rights vis--vis SSI, and (c)damages in excess of two billion dollars, among other relief. That stipulation also provided that Hunt and the Company need not respond to the Fourth Amended Answer until the conclusion of two events: the state court appeal in Stephen Slesinger, Inc. v. The Walt Disney Company, and the trial in the District Court on the validity of the Hunt termination notice. SSI then sought to withdraw both the Fourth Amended Answer and its stipulation, but on November3, 2006, the District Court denied that request. SSIs motion for summary judgment on the validity of Hunts 2002 attempt to recapture E. H. Shepards rights was granted on February15, 2007, and thereafter, |
13. New Accounting Pronouncements |
13. New Accounting Pronouncements
EITF 07-1
In December 2007, the FASB issued Emerging Issues Task Force Issue No.07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1 defines collaborative arrangements and establishes accounting and reporting requirements for transactions between participants in the arrangement and third parties. A collaborative arrangement is a contractual arrangement that involves a joint operating activity, for example an agreement to co-produce and distribute a motion picture with another studio. EITF 07-1 is effective for the Companys 2010 fiscal year. The Company does not expect that the adoption of EITF 07-1 will have a material impact on its financial statements.
SFAS 141R
In December 2007, the FASB issued Statement of Financial Accounting Standards No.141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration, and certain acquired contingencies. SFAS 141(R) also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS 141(R) will be applicable prospectively to business combinations beginning in the Companys 2010 fiscal year.
SFAS 160
In December 2007, the FASB issued Statement of Financial Accounting Standards No.160, Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of ARB No.51 (SFAS 160). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary. SFAS 160 also requires that upon the deconsolidation of a subsidiary, a retained noncontrolling interest be initially measured at its fair value. SFAS 160 is effective for the Companys 2010 fiscal year. Upon adoption of SFAS 160, the Company will be required to report its noncontrolling interests as a separate component of shareholders equity. The Company will also be required to present net income allocable to the noncontrolling interests and net income attributable to the shareholders of the Company separately in its consolidated statements of income. Currently, noncontrolling interests (minority interests) are reported between liabilities and shareholders equity in the Companys statement of financial position and the related income attributable to minority interests is reflected as an expense in arriving at net income. SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 are to be applied prospectively.
SFAS 158
In September 2006, the FASB issued Statement of Financial Accounting Standards No.158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No.87, 88, 106, and 132(R) (SFAS 158). This statement requires recognition of the overfunded or underfunded status of defined benefit pension and other postretirement plans as an asset or liability i |
14. Fair Value Measurements |
14. Fair Value Measurements
In September 2006, the FASBissued Statement of Financial Accounting Standards No.157, Fair Value Measurements (SFAS157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings.
The Company adopted SFAS 157 at the beginning of fiscal 2009 for fair value measurements of financial assets and liabilities and fair value measurements of non-financial assets and liabilities made on a recurring basis. In February 2008, the FASB issued FSP SFAS No.157-2, Effective Date of FASB Statement No.157 (FSP 157-2), which delays the effective date for SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and liabilities until the Companys 2010 fiscal year. The Company does not expect the adoption of SFAS 157 for nonrecurring fair value measurements of nonfinancial assets and liabilities will have a material impact on its financial statements.
SFAS 157 defines fair value 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 requires that assets and liabilities carried at fair value be classified and disclosed in 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 Companys assets and liabilities measured at fair value on a recurring basis are summarized in the following table by the type of inputs applicable to the fair value measurements.
FairValueMeasurementsatJune27,2009
Description Level1 Level2 Level3 Total
Assets
Investments $ 48 $ 69 $ 2 $ 119
Derivatives (1) 575 575
Residual Interests 63 63
Liabilities
Derivatives (1) (290) (290)
Other (11) (11)
Total $ 48 $ 354 $ 54 $ 456
(1)
The Company enters into master netting arrangements by counterparty with respect to certain derivative contracts. Contracts in a liability position totaling $228 million have been netted against contracts in an asset position in the Condensed Consolidated Balance Sheet.
The fair value of Level 2 investments is primarily determined by reference to market prices based on recent tradi |
15. Derivative Instruments |
15. Derivative Instruments
The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.
The following table summarizes the gross fair value of the Companys derivative positions as of June27, 2009:
Current Assets Other Assets Other Accrued Liabilities Other Long-Term Liabilities
Derivatives designated as hedges $ 130 $ 332 $ (81) $ (24)
Derivatives not designated as hedges 33 80 (104) (81)
Gross fair value of derivatives 163 412 (185) (105)
Counterparty netting (109) (119) 123 105
Total Derivatives (1) $ 54 $ 293 $ (62) $
(1)
Refer to Note 14 for further information on derivative fair values and counterparty netting.
Interest Rate Risk Management
The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Companys objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its investments and borrowings. In accordance with its policy, theCompany targets its fixed-rate debt as a percentage of its net debt between a 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 June27, 2009, the total notional amount of the Companys pay-floating interest rate swaps was $1.6 billion. During the quarter and nine months ended June27, 2009, $64 million in losses and $80 million in gains from mark to market adjustments on pay-floating swaps and an offsetting $64 million in gains and $80 million in losses from mark to market adjustments on hedged borrowings were included in net interest expense in the Consolidated Statements of Income, respectively.
The Company designates 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 accumulated other comprehensive income (AOCI) and recognized as the interest payments occur. The notional amount of these contracts at June27, 2009 and the gains or losses recognized in income for the quarter and nine months then ended 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 Companys 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 |
16. Restructuring and Impairment Charges |
16. Restructuring and Impairment Charges
The Company recorded $326 million of charges in the current nine months which included non-cash impairment charges of $206 million and restructuring costs of $120 million, of which $21 million was recorded in the current quarter. The most significant of the impairment charges were $108 million related to radio FCC licenses and $49 million related to our investment in the UTV Group (see Note 3). The restructuring charges consisted of severance and other related costs as a result of various organizational and cost structure initiatives across our businesses, primarily at the Parks and Resorts and Media Networks segments.
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17. Subsequent Event |
17. Subsequent Event
In July 2009, the Company entered into a capital realignment and expansion plan for Hong Kong Disneyland (HKDL) with the Government of the Hong Kong Special Administrative Region (HKSAR), Hong Kong Disneylands majority shareholder. Key provisions of the plan include:
The Company converted its $354 million loan and revolving credit facility to HKDL into equity during the fourth quarter of fiscal 2009. This was accompanied by conversion of an equal amount of the HKSAR loan to HKDL into equity
The Company will make equity contributions over approximately five years estimated at approximately $0.45 billion to fund an expansion of HKDL and other financial needs during this period. The actual amount of equity contributions by the Company may differ depending on the actual final cost of the expansion and operating results of HKDL during the relevant timeframe. The HKSAR will convert an additional amount of its loan to HKDL equal to these contributions into equity, subject to a maximum conversion amount that would leave approximately $128 million (HK $1.0 billion) of the HKSAR loan to HKDL outstanding
The Companys interest in HKDL is projected to increase from the current level of 43% to approximately 48%, although the Companys ending ownership will depend on the aggregate amount of equity contributions made by the Company pursuant to the expansion plan. |