What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-13 compared with 2024-11-14 · 435 added, 449 removed, 1747 unchanged (34% of the section changed)

5 unchanged sentences

Management’s report set forth on page 68 is incorporated herein by reference.

Our internal control over financial reporting as of September 27, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who has issued an audit report which is set forth on page 69 and is incorporated herein by reference.

Changes in Internal Controls

2 unchanged sentences

Rule 10b5-1 Trading Arrangements

On August 14, 2024 , Robert A.

Iger , the Company’s Chief Executive Officer and a Director on the Company’s Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Iger’s trading plan provides for the potential exercise of vested stock options granted to Mr.

Iger on December 18, 2014, which will expire December 18, 2024, and the associated sale of up to 372,412 shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards.

Iger’s trading plan is scheduled to terminate on December 17, 2024 , subject to early termination.

None of our directors or officers adopted or terminated a Rule 10b5-1 (as defined in Rule 16a-1(f)) trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended September 27, 2025.

Ratification of Equity Award Grants and Equity Issuances

On September 25, 2025, the Board adopted resolutions ratifying the issuance of certain equity awards (including options and restricted stock units, including performance-based restricted stock units) under the Company’s Amended and Restated 2011 Stock Incentive Plan and The Walt Disney Company/Pixar 2004 Equity Incentive Plan and the issuance of shares of Common Stock upon the exercise of such equity awards (which may constitute putative stock) pursuant to Section 204 of the General Corporation Law of the State of Delaware (the “Ratification”) due to an inadvertent omission in the Compensation Committee resolutions that delegated authority to certain officers to grant such equity awards to certain employees (other than Section 16 officers or other members of senior leadership) of certain delegation parameters under Sections 152 and 157 of the General Corporation Law.

The dates of the issuances and the number of equity awards and shares of Common Stock issued upon the exercise or vesting of such equity awards on such dates is set forth on Exhibit 99.1 hereto.

Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization as described above, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the General Corporation Law of the State of Delaware not be effective or be effective only on certain conditions, must be brought within 120 days from the date that this Form 10-K is filed with the Securities and Exchange Commission.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

The Company has adopted an insider trading compliance policy and program applicable to the Company’s directors, officers and employees, as well as the Company itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the New York Stock Exchange listing standards.

The foregoing summary of the Company’s insider trading compliance policy and program does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 19.

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Executive Compensation

Information appearing under the captions “Director Compensation,” and “Executive Compensation” (other than the “Compensation Committee Report,” which is deemed furnished herein by reference, and the “Letter from the Compensation Committee”) in the 2025 Proxy Statement is hereby incorporated by reference.

Information required by this item and appearing under the captions “Director Compensation,” and “Executive Compensation” (other than the “Compensation Committee Report,” which is deemed furnished herein by reference, and the “Letter from the Compensation Committee”) in the 2026 Proxy Statement is hereby incorporated by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

12 unchanged sentences

Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023

1 to the Current Report on Form 8-K of the Company filed November 3 0, 20 23

Exhibit 3.1 to the Current Report on Form 8-K of the Company filed November 30, 2023

Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019 Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019

19 unchanged sentences

Iger † Exhibit 10.2 to the Current Report on Form 8-K of Legacy Disney filed December 14, 2017

Exhibit Location

Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A.

Iger, dated November 30, 2018 † Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 3, 2018

Exhibit Location

Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A.

7 unchanged sentences

Second Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A.

1 to the Form 10-Q of the Company for the quarter ended December 30 , 202 3

Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Employment Agreement Dated as of December 4, 2023 by and between The Walt Disney Company and Hugh F.

1 unchanged sentence

Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F.

3 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Second Amendment dated November 10, 2025 to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F.

Johnston, as amended †

E xhibit 10.1 to the Current Report on Form 8-K of the Company filed November 12, 2025

Employment Agreement, dated as of December 21, 2021 between the Company and Horacio E.

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Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E.

Gutierrez † Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended July 2, 2022

Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended July 2, 2022

Amendment dated April 21, 2023 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E.

9 unchanged sentences

Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Fifth Amendment dated November 4, 2025 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E.

Gutierrez, as amended;

and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E.

Gutierrez, as amended †

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 7, 2025

Exhibit Location

Employment Agreement, dated June 29, 2022, between the Company and Kristina K.

Schake † Exhibit 10.3 to the Form 10-Q of the Company for the quarter ended July 2, 2022

Exhibit Location

Amendment dated April 18, 2023 to Employment Agreement, dated June 29, 2022 between the Company and Kristina K.

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Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Third Amendment dated October 15, 2025, to that certain Employment Agreement, dated as of June 29, 2022, by and between the Walt Disney Company and Kristina K.

Schake, as amended †

E xhibit 10.1 to the Current Report on Form 8-K of the Company filed October 16, 2025

Employment Agreement dated as of April 8, 2023, by and between the Company and Sonia L.

1 unchanged sentence

Amendment dated December 13, 2023, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L.

6 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Second Amendment dated September 27, 2025, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L.

Coleman, as amended †

E xhibit 10.1 to the Current Report on Form 8-K of the Company filed October 1, 2025

Voluntary Non-Qualified Deferred Compensation

Plan † Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014

Amendment No.

1 to the Voluntary Non-Qualified Deferred Compensation Plan †

Filed herewith

Description of Directors Compensation Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended January 1, 2022

Description of Directors Compensation (Effective as of September 28, 2025)

E xhibit 10.1 to the Form 10-Q of the Company for the quarter ended June 28, 2025

Form of Indemnification Agreement for certain officers and directors † Exhibit 10.26 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

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33-57811) of DEI, dated Feb.

Amended and Restated 2002 Executive Performance Plan † Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney

Amended and Restated 2002 Executive Performance Plan †

Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney

Management Incentive Bonus Program † The portions of the tables labeled “Performance-based Bonus” in the sections of the Proxy Statement for the 2022 annual meeting titled “Executive Compensation Program Structure - Objectives and Methods - Objectives and Key Features” and “Compensation Process” and the section of the Proxy Statement titled “Performance Goals”

Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan Annex II to the Proxy Statement for the 2003 annual meeting of Legacy Disney

Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan † Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 1, 2006

Amended and Restated 2011 Stock Incentive Plan †

3 unchanged sentences

and Disney Key Employees Retirement Savings Plan † Exhibit 10.3 to the Form 10-Q of Legacy Disney for the quarter ended March 28, 2015

Exhibit Location

Second Amendment to the Disney Key Employees Retirement Savings Plan † Exhibit 10.33 to the Form 10-K of the Company for the fiscal year ended October 2, 2021

Third Amendment to the Disney Key Employees Retirement Savings Plan † Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended January 1, 2022

Amended and Restated Severance Pay Plan † F iled herewith

Group Personal Excess Liability Insurance Plan † Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended January 1, 2022

Amended and Restated Severance Pay Plan † Exhibit 10.39 to the Form 10-K of the Company for the fiscal year ended September 28, 2024

Group Personal Excess Liability Insurance Plan †

Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended January 1, 2022

Form of Non-Qualified Stock Option Award Agreement † Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended January 2, 2021

Form of Non-Qualified Stock Option Award Agreement † Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended July 2, 2022

Exhibit Location

Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended July 2, 2022

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Form of Non-Qualified Stock Option Award Agreement † Exhibit 10.2 to the Form 10-Q of the Company for the quarter ended December 31, 2022

Form of Non-Qualified Stock Option Award Agreement † E xhibit 10.8 to the Form 10-Q of th e Company for the quarter ended December 30, 2023

Form of Non-Qualified Stock Option Award Agreement † Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended December 30, 2023

Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †

8 unchanged sentences

Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended December 31, 2022

Form of Stock Option Awards Agreement † Exhibit 10.58 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

Exhibit Location

Form of Stock Option Awards Agreement † Exhibit 10.58 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

1 unchanged sentence

Form of Stock Option Awards Agreement † Exhibit 10.60 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

Form of Stock Option Awards Agreement †

Exhibit 10.61 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

Form of Stock Option Awards Agreement † Exhibit 10.62 to the Form 10-K of the Company for the fiscal year ended October 1, 2022

Twenty-First Century Fox, Inc.

2013 Long-Term Incentive Plan † Exhibit 10.1 to the Form 8-K of TFCF filed October 18, 2013

Exhibit Location

Form of Non-Qualified Stock Option Award Agreement †

Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended December 28, 2024

Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †

2 to the Form 10-Q of the Company for the quarter ended December 28, 2024

Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to ROIC/TSR/EPS Tests) †

3 to the Form 10-Q of the Company for the quarter ended December 28, 2024

Five-Year Credit Agreement dated as of March 1, 2024

4 unchanged sentences

The Walt Disney Company and Associated Companies Insider Trading Compliance Policy and Program

F iled herewith

Exhibit 19 to the Form 10-K of the Company for the fiscal year ended September 28, 2024

Subsidiaries of the Company

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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 Interim Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002

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 herewith

32(b) Section 1350 Certification of Interim Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002**

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 herewith

The Walt Disney Company Clawback Policy

Exhibit 97 to the Form 10-K of the Company for the fiscal year ended September 28, 2024

Equity Award Grants and Equity Issuances

Filed herewith

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(Michael B.G.

Director November 14, 2024

Chairman of the Board and Director November 13, 2025

/s/ MARIA ELENA LAGOMASINO Director November 13, 2025

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MCDONALD Director November 13, 2025

PARKER Chairman of the Board and Director November 14, 2024

/s/ DERICA W.

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Consolidated Financial Statements of The Walt Disney Company and Subsidiaries

Consolidated Statements of Income for the Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 71

Consolidated Statements of Comprehensive Income for the Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 72

Consolidated Statements of Income for the Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 71

Consolidated Statements of Comprehensive Income for the Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 72

Consolidated Balance Sheets as of September 27, 2025 and September 28, 2024 73

Consolidated Statements of Cash Flows for the Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 74

Consolidated Statements of Shareholders’ Equity for the Years Ended September 28, 2024, September 30, 2023 and October 1, 2022 75

Consolidated Statements of Cash Flows for the Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 74

Consolidated Statements of Shareholders’ Equity for the Years Ended September 27, 2025, September 28, 2024 and September 30, 2023 75

Notes to Consolidated Financial Statements

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Annual Goodwill Impairment Assessment – Entertainment Linear Networks and Direct-to-Consumer (DTC) Services Reporting Units

As described in Notes 2, 4 and 18 to the consolidated financial statements, the Company’s consolidated goodwill balance was $73.3 billion as of September 28, 2024, of which a significant portion relates to the entertainment linear networks and DTC services reporting units.

Management performs the annual test of goodwill for impairment in the fiscal fourth quarter, and if current events or circumstances require, on an interim basis.

Management bypassed the qualitative test and performed a quantitative assessment of goodwill for impairment.

The quantitative assessment compares the fair value of each reporting unit to its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the amount of goodwill allocated to the reporting unit.

To determine the fair value of the Company’s reporting units, management generally uses a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate.

Significant judgments and assumptions in the discounted cash flow model relate to future revenues and certain operating expenses, operating margins, terminal growth rates, and discount rates.

Based on management’s projections, the carrying amounts of the entertainment linear networks reporting unit exceeded its fair value, and management recorded a non-cash goodwill impairment charge of approximately $0.6 billion in the fourth quarter of fiscal 2024.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the entertainment linear networks and DTC services reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the entertainment linear networks and DTC services reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenues and certain operating expenses, operating margins, terminal growth rates, and discount rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Amortization of Production Costs Predominantly Monetized as a Group

As described in Notes 2 and 7 to the consolidated financial statements, production costs that are predominantly monetized as a group (hereinafter referred to as “production costs”) are amortized based on projected usage.

For the year ended September 27, 2025, the Company recognized $7,072 million of amortization expense related to produced content that is predominantly monetized as a group.

The principal consideration for our determination that performing procedures relating to the amortization of production costs predominantly monetized as a group is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s amortization of production costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s entertainment linear networks and DTC services reporting units.

These procedures also included, among others, for the entertainment linear networks and DTC services reporting units (i) testing management’s process for developing the fair value estimates;

(ii) testing the completeness and accuracy of underlying data used in the discounted cash flow models;

and (iii) evaluating the reasonableness of the significant assumptions used by management related to future revenues and certain operating expenses, operating margins, terminal growth rates, and discount rates.

Evaluating management’s assumptions related to future revenues and certain operating expenses, operating margins, and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the entertainment linear networks and DTC services reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate assumptions.

These procedures included testing the effectiveness of controls relating to the amortization of production costs, including controls over projected usage.

These procedures also included, among others (i) recalculating, on a sample basis, the amortization of production costs;

(ii) evaluating, on a test basis, whether the amortization pattern for production costs is reasonable by considering historical viewership data for comparable groups;

and (iii) testing the completeness and accuracy of the historical viewership data used to determine the projected usage for production costs.

/s/ PricewaterhouseCoopers LLP

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Equity in the income of investees 295 575 782

Income from continuing operations before income taxes

7,569 4,769 5,285

Income taxes on continuing operations ( 1,796 ) ( 1,379 ) ( 1,732 )

Net income from continuing operations

5,773 3,390 3,553

Loss from discontinued operations, net of income tax benefit of $0, $0 and $14, respectively

Income before income taxes 12,003 7,569 4,769

Income taxes 1,428 ( 1,796 ) ( 1,379 )

13,431 5,773 3,390

Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests ( 801 ) ( 1,036 ) ( 360 )

Net income attributable to noncontrolling and redeemable noncontrolling interests ( 1,027 ) ( 801 ) ( 1,036 )

Net income attributable to The Walt Disney Company (Disney)

$ 12,404 $ 4,972 $ 2,354

Earnings (loss) per share attributable to Disney (1) :

Continuing operations $ 2.72 $ 1.29 $ 1.75

Discontinued operations — — ( 0.03 )

$ 2.72 $ 1.29 $ 1.72

Continuing operations $ 2.72 $ 1.29 $ 1.75

Discontinued operations — — ( 0.03 )

$ 2.72 $ 1.29 $ 1.73

Earnings per share attributable to Disney:

Diluted $ 6.85 $ 2.72 $ 1.29

Basic $ 6.88 $ 2.72 $ 1.29

Weighted average number of common and common equivalent shares outstanding:

1 unchanged sentence

Basic 1,804 1,825 1,828

(1) Total may not equal the sum of the column due to rounding.

See Notes to Consolidated Financial Statements

12 unchanged sentences

14,179 5,450 4,184

Net income from continuing operations attributable to noncontrolling interests

Net income attributable to noncontrolling interests

( 1,027 ) ( 801 ) ( 1,036 )

Other comprehensive income (loss) attributable to noncontrolling interests

( 84 ) 33 143

Comprehensive income attributable to Disney

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Commitments and contingencies (Note 14)

Redeemable noncontrolling interests — 9,055

Preferred stock

Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.9 billion shares at September 28, 2024 and 1.8 billion shares at September 30, 2023

Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.9 billion shares

59,814 58,592

12 unchanged sentences

OPERATING ACTIVITIES

Net income from continuing operations

$ 13,431 $ 5,773 $ 3,390

1 unchanged sentence

Impairments of goodwill, produced and licensed content and other assets 871 3,511 3,128

Net (gain)/loss on investments

5 ( 166 ) 714

Deferred income taxes ( 2,739 ) ( 821 ) ( 1,346 )

3 unchanged sentences

Equity-based compensation 1,363 1,366 1,143

Pension and postretirement medical cost amortization ( 96 ) 4 620

Other, net ( 148 ) ( 143 ) ( 25 )

5 unchanged sentences

Income taxes ( 228 ) ( 1,427 ) 1,345

Cash provided by operations - continuing operations 13,971 9,866 6,002

Cash provided by operations

18,101 13,971 9,866

INVESTING ACTIVITIES

4 unchanged sentences

Other, net 75 ( 68 ) ( 130 )

Cash used in investing activities - continuing operations ( 6,881 ) ( 4,641 ) ( 5,008 )

Cash used in investing activities

( 8,043 ) ( 6,881 ) ( 4,641 )

FINANCING ACTIVITIES

8 unchanged sentences

Other, net ( 1,015 ) ( 929 ) ( 776 )

Cash used in financing activities - continuing operations

Cash used in financing activities

( 10,366 ) ( 15,288 ) ( 2,724 )

CASH FLOWS FROM DISCONTINUED OPERATIONS

Cash provided by operations - discontinued operations — — 8

Cash used in financing activities - discontinued operations — — ( 12 )

Cash used in discontinued operations

Impact of exchange rates on cash, cash equivalents and restricted cash

65 73 ( 603 )

Change in cash, cash equivalents and restricted cash ( 303 ) ( 8,133 ) 2,574

8 unchanged sentences

Equity Attributable to Disney

Shares Common

Stock Retained

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Balance at October 1, 2022 1,824 $ 56,398 $ 43,636 $ ( 4,119 ) $ ( 907 ) $ 95,008 $ 3,871 $ 98,879

Comprehensive income (loss)

Comprehensive income

— — 2,354 827 — 3,181 549 3,730

2 unchanged sentences

Distributions and other — ( 71 ) 103 — — 32 ( 546 ) ( 514 )

Balance at October 1, 2022 1,824 $ 56,398 $ 43,636 $ ( 4,119 ) $ ( 907 ) $ 95,008 $ 3,871 $ 98,879

Comprehensive income

Balance at September 30, 2023 1,830 $ 57,383 $ 46,093 $ ( 3,292 ) $ ( 907 ) $ 99,277 $ 4,680 $ 103,957

Comprehensive income (loss)

— — 4,972 ( 407 ) — 4,565 730 5,295

Equity compensation activity 10 1,195 — — — 1,195 — 1,195

Dividends — 13 ( 1,379 ) — — ( 1,366 ) — ( 1,366 )

Common stock repurchases ( 28 ) — — — ( 2,992 ) ( 2,992 ) — ( 2,992 )

Contributions — — — — — — 9 9

6 unchanged sentences

Common stock repurchases ( 32 ) — — — ( 3,500 ) ( 3,500 ) — ( 3,500 )

Contributions — — — — — — 9 9

Distributions and other ( 1 ) 5 104 — ( 22 ) 87 ( 611 ) ( 524 )

Balance at September 27, 2025 1,791 $ 59,814 $ 60,410 $ ( 2,914 ) $ ( 7,441 ) $ 109,869 $ 4,743 $ 114,612

(1) Shares are net of treasury shares.

(2) Excludes redeemable noncontrolling interest.

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◦ International:

Disney, FX, National Geographic (owned 73 % by the Company) and Star branded general entertainment television channels outside of the U.S.

◦ A 50 % equity investment in A+E Television Networks (A+E), which operates cable channels including A&E, HISTORY and Lifetime

Disney, FX and National Geographic (owned 73 % by the Company) branded television channels

◦ A 50 % equity investment in A+E Global Media (formerly A+E Television Networks) (A+E), which develops and distributes content globally

• Direct-to-Consumer

a global direct-to-consumer (DTC) service that primarily offers general entertainment and family programming.

◦ Disney+ Hotstar:

a DTC service primarily in India that offers general entertainment, family and sports programming.

DTC service that offers general entertainment and family programming and a digital over-the-top service that includes live linear streams of various cable and broadcast networks.

See Note 2 for information on Hulu LLC (Hulu) ownership.

Subscribers to both Disney+ and one of the ESPN DTC plans (see Sports segment discussion) can also access certain sports content through Disney+.

DTC service that offers general entertainment programming and a virtual multi-channel video programming distributor (vMPVD) service that includes live linear streams of various cable and broadcast networks (Hulu Live TV service).

Subscribers to both Hulu and one of the ESPN DTC plans can also access certain sports content through Hulu.

• Content Sales/Licensing

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◦ Home entertainment distribution:

electronic home video licenses, video-on-demand rentals and sales of DVD/Blu-ray discs

electronic home video licenses, video-on-demand rentals and licensing of physical (DVD/Blu-ray discs) distribution rights

◦ Intersegment allocation of revenues from the Experiences segment, which is meant to reflect royalties on consumer products merchandise licensing revenues generated on intellectual property (IP) created by the Entertainment segment

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• A 30 % ownership interest in Tata Play Limited, which operates a direct-to-home satellite distribution platform in India

The significant revenues of Entertainment are as follows:

• Subscription fees - Fees charged to customers/subscribers for our DTC streaming services

The revenues of Entertainment are as follows:

• Subscription fees - Fees charged to customers/subscribers for our DTC streaming services, including fees charged to multi-channel video programming distributors (i.e.

cable, satellite and telecommunications providers and vMVPDs) (MVPDs) and other distributors

• Advertising - Sales of advertising time/space

• Affiliate fees - Fees charged to multi-channel video programming distributors (i.e.

cable, satellite, telecommunications and digital over-the-top service providers) (MVPDs) for the right to deliver our programming to their customers.

• Affiliate fees - Fees charged to MVPDs for the right to deliver our programming to their customers.

Linear Networks also generates revenues from fees charged to television stations affiliated with ABC Network.

• Theatrical distribution - Rentals from licensing our films to theaters

• TV/VOD distribution - Licensing fees for the right to use our film and episodic content

• Home entertainment distribution - Electronic sales and rentals of film and episodic content through distributors and royalties from the licensing of physical distribution rights

• TV/VOD and home entertainment distribution

◦ Licensing fees for the right to use our film and episodic content

◦ Electronic sales and rentals of film and episodic content through distributors

◦ Fees from the licensing of physical distribution rights

• Other revenue - Revenues from licensing our music, ticket sales from stage play performances, fees from licensing our IP for use in stage plays, sales of post-production services and the allocation of consumer products merchandise licensing revenues

The significant expenses of Entertainment are as follows:

• Operating expenses, consisting primarily of programming and production costs, technology support costs, operating labor and distribution costs.

Programming and production costs include the following:

The expenses of Entertainment are as follows:

• Operating expenses, consisting of the following:

◦ Programming and production costs, which include:

▪ Amortization of capitalized production costs

▪ Amortization of the costs of licensed programming rights

◦ Subscriber-based fees for programming our Hulu Live service, including fees paid by Hulu to the Sports segment and other Entertainment segment businesses for the right to air their linear networks on Hulu Live

▪ Subscriber-based fees for programming our Hulu Live TV service, including fees paid by Hulu to ESPN and the Entertainment linear networks business for the right to air their linear networks on Hulu Live TV

▪ Production costs related to live programming (primarily news)

▪ Participations and residual expenses

◦ Fees paid to the Sports segment to program ESPN on ABC and certain sports content on Disney+

▪ Fees paid to ESPN to program certain sports content on ABC Network and Disney+

◦ Other operating expenses, which include technology support costs and distribution costs

• Selling, general and administrative costs, including marketing costs

2 unchanged sentences

The lines of business within Sports include the following:

• ESPN (generally owned 80 % by the Company)

▪ Seven ESPN branded television channels

• ESPN (generally owned 80 % by the Company) (See Note 4 for further information on potential future changes in ESPN ownership)

▪ ESPN-branded television channels

▪ ESPN on ABC (sports programmed on the ABC Network by ESPN)

▪ ESPN+ DTC service

◦ International:

ESPN-branded channels outside of the U.S.

Star-branded sports channels in India

In February 2024, the Company, Fox Corporation and Warner Bros.

Discovery, Inc.

announced plans to create a joint venture to offer a sports-focused DTC platform (Venu Sports) that will distribute each party’s domestic sports networks, certain broadcast networks and sports streaming services.

In August 2024, a motion for preliminary injunction in a matter before the District Court for the Southern District of New York was granted, enjoining the launch of Venu Sports.

See Note 14 for additional information regarding this legal matter.

Further, the formation and launch of Venu Sports are subject to the finalization of definitive agreements among the parties.

The significant revenues of Sports are as follows:

• Affiliate fees

The revenues of Sports are as follows:

• Affiliate and subscription fees

• Advertising

• Subscription fees

• Other revenue - Fees from the following activities:

pay-per-view events on ESPN+, sub-licensing of sports rights, programming ESPN on ABC and licensing the ESPN brand

The significant expenses of Sports are as follows:

• Operating expenses, consisting primarily of programming and production costs, technology support costs, operating labor and distribution costs.

pay-per-view events on the ESPN DTC services, sub-licensing of sports rights, programming ESPN on ABC and licensing the ESPN brand

The expenses of Sports are as follows:

• Operating expenses, consisting of programming and production costs and other operating expenses.

Programming and production costs include amortization of licensed sports rights and production costs related to live sports and other sports-related programming.

Other operating expenses include technology support costs and distribution costs.

• Selling, general and administrative costs, including marketing costs

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• Disney Cruise Line

• Disney Vacation Club

• Disney Vacation Club, including Aulani, a Disney Resort & Spa in Hawaii

• National Geographic Expeditions (owned 73 % by the Company) and Adventures by Disney

• Aulani, a Disney Resort & Spa in Hawaii

◦ International:

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◦ Sale of branded merchandise through online, retail and wholesale businesses, and development and publishing of books, comic books and magazines (except National Geographic magazine, which is reported in Entertainment)

The significant revenues of Experiences are as follows:

• Theme park admissions - Sales of tickets for admission to our theme parks and for premium access to certain attractions (e.g.

Lightning Lane)

The revenues of Experiences are as follows:

• Theme park admissions - Sales of tickets for admission to our theme parks and for premium access to certain attractions

• Resorts and vacations - Sales of room nights at hotels, sales of cruise and other vacations and sales and rentals of vacation club properties

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• Parks licensing and other - Revenues from sponsorships and co-branding opportunities, real estate rent and sales and royalties earned on Tokyo Disney Resort revenues

The significant expenses of Experiences are as follows:

• Operating expenses, consisting primarily of operating labor, infrastructure costs, costs of goods sold and distribution costs, supplies, commissions and entertainment offerings.

The expenses of Experiences are as follows:

• Operating expenses, consisting of operating labor, infrastructure costs, costs of goods sold and distribution costs and other operating expenses.

Infrastructure costs include technology support costs, repairs and maintenance, utilities and fuel, property taxes, retail occupancy costs, insurance and transportation.

Other operating expenses include costs for such items as supplies, commissions and entertainment offerings.

• Selling, general and administrative costs, including marketing costs

• Depreciation and amortization

STAR INDIA TRANSACTION

On or about November 14, 2024, the Company and Reliance Industries Limited (RIL) plan to finalize the formation of a joint venture that combines our Star-branded and other general entertainment and sports television channels and direct-to-consumer Disney+ Hotstar service in India (Star India) and certain media and entertainment businesses controlled by RIL (the Star India Transaction) (see Note 4 for additional information).

India Joint Venture

On November 14, 2024, the Company and Reliance Industries Limited (RIL) formed a joint venture, JioStar India Private Limited, (the India joint venture) that combined the Company’s Star-branded and other general entertainment and sports television channels and Disney+ Hotstar direct-to-consumer service in India (Star India) with certain media and entertainment businesses controlled by RIL (the Star India Transaction).

The Company owns 37 % of the India joint venture and recognizes its share of the joint venture’s results in “Equity in the income of investees.” Star India results through November 14, 2024 were consolidated in the Company’s financial results and reported in the Entertainment and Sports segments.

See Note 4 for additional information.

SEGMENT INFORMATION

Our operating segments report separate financial information, which is evaluated regularly by the Chief Executive Officer in order to decide how to allocate resources and to assess performance.

We do not present a measure of total assets for our reportable segments as this information is not used by management to allocate resources and capital.

Our operating segments report separate financial information, including segment revenues and operating income, which is evaluated regularly by the Chief Executive Officer, the Chief Operating Decision Maker (CODM), to allocate resources and to assess performance by monitoring results against those set out in our planning processes.

We do not present a measure of total assets for our reportable segments as this information is not used by the CODM to allocate resources and assess performance.

Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income, net interest expense, income taxes and noncontrolling interests.

Segment operating income generally includes equity in the income of investees and excludes impairments of certain equity investments and acquisition accounting amortization of TFCF Corporation (TFCF) and Hulu assets (i.e.

intangible assets and the fair value step-up for film and episodic costs) recognized in connection with the TFCF acquisition in fiscal 2019 (TFCF and Hulu acquisition amortization).

Segment operating income generally includes equity in the income of investees, except for our India joint venture, and acquisition accounting amortization of TFCF Corporation (TFCF) and Hulu assets (i.e.

intangible assets and the fair value step-up for film and episodic costs) recognized in

connection with the TFCF acquisition in fiscal 2019 (TFCF and Hulu Acquisition Amortization).

Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.

Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.

Segment revenues and segment operating income are as follows:

Segment revenues, segment operating income and significant segment expenses are as follows:

2025 2024 2023

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$ 42,018 $ 40,775 $ 40,258

Amounts eliminated in consolidation

42,466 41,186 40,635

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16,251 16,435 16,091

Amounts eliminated in consolidation

1,421 1,184 1,020

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( 1,869 ) ( 1,595 ) ( 1,397 )

Total segment revenues $ 91,361 $ 88,898 $ 83,745

Total revenues

$ 94,425 $ 91,361 $ 88,898

Segment operating income (loss)

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$ 439 $ 529 $ 685

— ( 2 ) ( 10 )

Equity in the income of investees included in segment operating income 506 587 738

Equity in the loss of India joint venture

Amortization of TFCF intangible assets related to equity investees

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Equity in the income of investees $ 295 $ 575 $ 782

(1) Restructuring and impairment charges in fiscal 2023 include the impact of a content license agreement termination with A+E, which generated a gain at A+E.

(a) Restructuring and impairment charges in fiscal 2023 include the impact of a content license agreement termination with A+E, which generated a gain at A+E.

The Company’s 50 % interest of this gain was $ 56 million (A+E gain).

A reconciliation of segment revenues to total revenues is as follows:

Supplemental information about significant segment expenses 2025 2024 2023

Entertainment

Programming and production costs $ 22,273 $ 22,385 $ 23,912

Other segment operating expenses (1)

5,400 5,347 5,804

Segment revenues $ 91,361 $ 88,898 $ 83,745

Content License Early Termination (1)

Selling, general, administrative and other 9,733 9,326 9,404

Depreciation and amortization 825 734 756

Total Entertainment costs and expenses 38,231 37,792 39,876

Programming and production costs 12,492 12,983 12,373

Other segment operating expenses (2)

Selling, general, administrative and other 1,331 1,298 1,314

Depreciation and amortization 48 39 73

Total Sports costs and expenses 14,857 15,271 14,701

Operating labor 8,948 8,392 7,550

Infrastructure costs 3,511 3,363 3,127

Costs of goods sold and distribution costs 3,253 3,319 3,357

Other segment operating expenses (3)

3,512 3,282 3,095

Total revenues $ 91,361 $ 88,898 $ 82,722

(1) In fiscal 2022, the Company early terminated certain license agreements with a customer for film and episodic content, which was delivered in previous years, in order for the Company to use the content primarily on our Entertainment Direct-to-Consumer services (Content License Early Termination).

Because the content is functional IP, we had recognized substantially all of the consideration to be paid by the customer under the licenses as revenue in prior years when the content was delivered.

Consequently, we have recorded the amounts to terminate the license agreements, net of remaining amounts of deferred revenue, as a reduction of revenue.

A reconciliation of segment operating income to income from continuing operations before income taxes is as follows:

Selling, general, administrative and other 4,114 3,944 3,675

Depreciation and amortization 2,823 2,579 2,789

Total Experiences costs and expenses 26,161 24,879 23,593

Eliminations (4)

( 1,869 ) ( 1,595 ) ( 1,397 )

Corporate and unallocated shared expenses 1,646 1,435 1,147

TFCF and Hulu acquisition amortization (5)

1,567 1,665 1,986

Total costs and expenses $ 80,593 $ 79,447 $ 79,906

(1) Other operating expenses of Entertainment include technology support costs, distribution costs and costs of goods sold.

(2) Other operating expenses of Sports include technology support costs and distribution costs.

(3) Other operating expenses of Experiences include costs for supplies, commissions and entertainment offerings.

(4) Reflects fees paid by (a) Hulu to ESPN and the Entertainment linear networks business for the right to air their networks on Hulu Live TV and (b) ABC Network and Disney+ to ESPN to program certain sports content on ABC Network and Disney+.

The offset is included in Entertainment programming and production costs.

(5) Excludes amortization of TFCF intangible assets related to equity investees.

A reconciliation of segment operating income to income before income taxes is as follows:

2025 2024 2023

Segment operating income $ 17,551 $ 15,601 $ 12,863

Content License Early Termination — — ( 1,023 )

Corporate and unallocated shared expenses ( 1,646 ) ( 1,435 ) ( 1,147 )

Equity in the loss of India joint venture

Restructuring and impairment charges (1)

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Other income (expense), net (2)

( 65 ) 96 ( 667 )

Interest expense, net ( 1,305 ) ( 1,260 ) ( 1,209 )

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( 1,576 ) ( 1,677 ) ( 1,998 )

Income from continuing operations before income taxes

Income before income taxes

$ 12,003 $ 7,569 $ 4,769

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(2) “Other income (expense), net” for fiscal 2024 and 2023 includes charges related to a legal ruling of $ 65 million and $ 101 million, respectively.

Fiscal 2023 and 2022 include a gain of $ 169 million and a loss of $ 663 million, respectively, to adjust our investment in DraftKings, Inc.

Fiscal 2023 includes a gain of $ 169 million to adjust our investment in DraftKings, Inc.

to fair value.

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Total amortization of intangible assets $ 1,467 $ 1,556 $ 1,743

The following table presents our revenues and segment operating income by geographical markets:

2024 2023 2022

Americas $ 72,162 $ 71,205 $ 68,218

Europe 10,279 9,533 8,680

Asia Pacific 8,920 8,160 6,847

$ 91,361 $ 88,898 $ 83,745

Content License Early Termination ( 1,023 )

Segment operating income

Americas $ 12,921 $ 10,779 $ 11,099

Europe 1,369 856 586

Asia Pacific 1,311 1,228 436

$ 15,601 $ 12,863 $ 12,121

Long-lived assets (1) by geographical markets are as follows:

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(1) Long-lived assets are primarily parks, resorts and other property, produced and licensed content costs, right-of-use lease assets, equity method investments and benefit plans in a net asset position.

The fiscal 2023 presentation has been adjusted to conform with the fiscal 2024 presentation.

2 Summary of Significant Accounting Policies

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Fiscal 2025, 2024 and 2023 were fifty-two week years.

Fiscal 2026 will be a fifty-three week year.

Reclassifications

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Significant service revenues include:

• Subscription fees to our DTC streaming services

• Subscription fees

• Affiliate fees

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Significant tangible product revenues include:

• The sale of food, beverage and merchandise

• The sale of food, beverages and merchandise

• The sale of books, comic books and magazines

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Sales of annual passes are recognized ratably over the period for which the pass is available for use.

• Resorts and vacations sales are recognized as revenue as the services are provided to the guest.

• Resorts and vacations sales are recognized as revenue as the services are provided.

Sales of vacation club properties are recognized as revenue upon the later of when title transfers to the customer or when construction activity is deemed complete.

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For licenses with minimum guaranteed license fees, the excess of the minimum guaranteed amount over actual royalties earned (“shortfall”) is recognized straight-line over the remaining license period once an expected shortfall is probable.

• Theatrical distribution licensing fees are recognized as revenue based on the contractual royalty rate applied to the distributor’s underlying sales from exhibition of the film.

• TV/VOD distribution fixed license fees are recognized as revenue when the content is available for use by the licensee.

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In these instances, each period of availability is generally considered a separate performance obligation.

For these contracts, the fixed license fee is allocated to each period of availability at contract inception based on

relative standalone selling price using management’s best estimate.

For these contracts, the fixed license fee is allocated to each period of availability at contract inception based on relative standalone selling price using management’s best estimate.

Revenue is recognized at the start of each availability period when the content is made available for use by the licensee.

When the term of an existing agreement is renewed or extended, revenues are recognized when the licensed content becomes available under the renewal or extension.

• Theatrical distribution licensing fees are recognized as revenue based on the contractual royalty rate applied to the distributor’s underlying sales from exhibition of the film.

When the term of an existing agreement is renewed or extended, revenues related to the renewal period or extension are recognized when the licensed content becomes available under the renewal or extension.

• Home entertainment sales in electronic formats are recognized as revenue when the content is available for use by the consumer.

Royalties from the licensing of physical home entertainment distribution rights are recognized as revenue as earned based on the contractual royalty rate applied to the licensee’s underlying product sales.

Fees from the licensing of physical home entertainment distribution rights are recognized as revenue as earned based on the contractual royalty rate applied to the licensee’s underlying product sales.

Sales in physical formats through distributors are recognized as revenue on the later of the delivery date or the date that the product can be sold by retailers.

We reduce home entertainment physical distribution revenues for estimated future returns of merchandise and sales incentives based upon historical return experience, current economic trends and projections of consumer demand for our products.

• Taxes collected from customers and remitted to governmental authorities are excluded from revenue.

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Advertising expense for fiscal 2025, 2024 and 2023 was $ 6.5 billion, $ 6.1 billion and $ 6.4 billion, respectively.

The increase in advertising expense for fiscal 2025 compared to fiscal 2024 was due to an increase in theatrical marketing costs.

The decrease in advertising expense for fiscal 2024 compared to fiscal 2023 was due to a decrease in theatrical marketing costs.

The decrease in advertising expense for fiscal 2023 compared to fiscal 2022 was due to lower spend for our DTC streaming services.

Cash and Cash Equivalents

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The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.

September 28, 2024 September 30, 2023 October 1, 2022

September 27, 2025 September 28, 2024 September 30, 2023

Cash and cash equivalents $ 5,695 $ 6,002 $ 14,182

Restricted cash included in:

Other current assets — — 3

Other assets 100 53 43

Restricted cash included in other assets

Total cash, cash equivalents and restricted cash in the statement of cash flows

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dollars at end-of-period exchange rates, except for non-monetary balance sheet accounts, which are remeasured at historical exchange rates.

Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the non-monetary balance sheet amounts, which are remeasured at historical exchange rates.

Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those revenues

and expenses related to the non-monetary balance sheet amounts, which are remeasured at historical exchange rates.

Gains or losses from foreign currency remeasurement are included in income.

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subscription revenue for a DTC service or affiliate fees for a cable television network)

The determination of the predominant monetization strategy is made at commencement of production on a consolidated basis and is based on the means by which we derive third-party revenues from use of the content.

The determination of the predominant monetization strategy is made at commencement of production based on the means by which we derive third-party revenues from use of the content.

Imputed title by title license fees that may be necessary for other purposes are established as required for those purposes.

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Production costs for content that is predominantly monetized individually are amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues).

For film productions, Ultimate Revenues include revenues from all sources, which may include imputed license fees for content that is used on our DTC streaming services, that will be earned within ten years from the date of the initial release for theatrical films.

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, including imputed license fees for content that is used on our DTC streaming services.

For episodic series that are classified as individual, Ultimate Revenues include revenues that will be earned within ten years, including imputed license fees for content that is used on our DTC streaming services, from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later.

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Participations and residuals are generally expensed in line with the pattern of usage.

Licensed rights to film and television content and other programs for broadcast on our Linear Networks, domestic ESPN television network, International Sports Channels or DTC streaming services are expensed on an accelerated or straight-line basis over their useful life or over the number of times the program is expected to be aired, as appropriate.

Licensed rights to film and television content and other programs are expensed on an accelerated or straight-line basis over their useful life or over the number of times the program is expected to be aired, as appropriate.

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.

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Acquired film and television libraries are generally amortized on a straight-line basis over 20 years from the date of acquisition.

Acquired film and television libraries include content that was initially released three years prior to its acquisition, except it excludes the prior seasons of episodic programming still in production at the date of its acquisition.

Amortization of capitalized costs for produced content begins in the month the content is first released, while amortization of capitalized costs for licensed content commences when the license period begins and the content is first aired or available for use on our DTC services.

Acquired film and television libraries include content that was initially released three or more years prior to its acquisition, except it excludes the prior seasons of episodic programming still in production at the date of its acquisition.

use on our DTC services.

Amortization of content assets is primarily included in “Cost of services” in the Consolidated Statements of Income.

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Goodwill is allocated to various reporting units, which are an operating segment or one level below the operating segment.

To test goodwill for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value.

To test goodwill for impairment, the Company first performs a qualitative assessment to determine if it is more likely

than not that the carrying amount of a reporting unit exceeds its fair value.

If it is, a quantitative assessment is required.

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The quantitative assessment compares the fair value of each goodwill reporting unit to its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the amount of goodwill allocated to the reporting unit.

In fiscal 2024, the Company bypassed the qualitative test and performed a quantitative assessment of goodwill for impairment (see Note 18).

The impairment test for goodwill requires judgment related to the identification of reporting units, the assignment of assets and liabilities to reporting units including goodwill and the determination of fair value of the reporting units.

To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate.

The discounted cash flow analyses are sensitive to our estimated projected future cash flows as well as the discount rates used to calculate their present value.

When performing a quantitative assessment, we generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate to determine the fair value of our reporting units, The discounted cash flow analyses are sensitive to our estimated projected future cash flows as well as the discount rates used to calculate their present value.

Our future cash flows are based on internal forecasts for each reporting unit, which consider projected inflation and other economic indicators, as well as industry growth projections.

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If we had established different reporting units or utilized different valuation methodologies or assumptions, the impairment test results could differ.

In fiscal 2025, the Company performed a qualitative assessment of goodwill for impairment for all reporting units.

Based on these assessments, we concluded that it was more likely than not that the estimated fair values of our reporting units were higher than their carrying values and that the performance of a quantitative impairment test was not required.

To test other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value.

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Once a triggering event has occurred, the impairment test employed is based on whether the Company’s 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 the estimated undiscounted future

cash flows expected to be generated over the useful life of the significant assets of an asset group to the carrying amount of the asset group.

The impairment test for assets held for use requires a comparison of the estimated undiscounted future cash flows expected to be generated over the useful life of the significant assets of an asset group to the carrying amount of the asset group.

An asset group is generally 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.

If the carrying amount 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 asset group and the carrying amount of the asset group.

If the carrying amount 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 asset group and the carrying amount of the asset group.

For assets held for sale, to the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference.

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The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

Redeemable Noncontrolling Interest

The Company has a 67 % ownership interest in Hulu.

In November 2023, NBC Universal (NBCU) exercised its right to require the Company to purchase their 33 % interest in Hulu at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $ 27.5 billion.

In connection with the redemption, the Company will pay NBCU 50 % of the future tax benefits from the amortization of the purchase of NBCU’s interest in Hulu as the Company’s cash tax benefits are realized, generally over a 15 -year period.

In December 2023, the Company paid NBCU $ 8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions.

If Hulu’s equity fair value is determined pursuant to a contractual appraisal process to be higher than the guaranteed floor value, the Company is required to pay NBCU its share of the difference between the equity fair value and the guaranteed floor value.

In May 2024, the Company and NBCU entered into a confidential arbitration to resolve a dispute regarding the contractual appraisal process, in which the parties seek declaratory relief, equitable relief and unspecified damages.

The Company expects a decision in that arbitration in fiscal 2025.

The outcome of the arbitration is uncertain, and we cannot reasonably estimate the impact of the arbitration on the appraisal process, and thus any impact on the determination of Hulu’s equity fair value and any additional amount we may be required to pay to acquire NBCU’s interest in Hulu.

As part of the arbitration the Company disputes the validity of aspects of NBCU’s appraisal and the corresponding process.

Consequently, completion of the appraisal process, including the manner of determining any such additional amount payable by the Company, awaits the resolution of the confidential arbitration.

During the initial phase of the appraisal process, the Company’s appraiser arrived at a valuation that falls below the guaranteed floor value, while NBCU’s appraiser arrived at a valuation substantially in excess of the guaranteed floor value.

Once the arbitration is completed, determination of the final equity fair value will take into account the valuation of a third appraiser pursuant to the appraisal process as resolved by the arbitration.

If the third appraiser’s equity fair value determination were equal to or below the guaranteed floor value, the Company would not be required to pay NBCU any additional amount.

Conversely, if NBCU’s appraiser’s valuation were deemed to be valid and the third appraiser’s equity fair value determination were consistent with the NBCU’s appraiser’s valuation, the Company would be required to pay NBCU an additional amount of approximately $ 5 billion as its share of the difference between the equity fair value and the guaranteed floor value.

If the third appraiser’s equity fair value determination were between the valuations of the Company’s and NBCU’s appraisers, the incremental amount would likewise be between zero and approximately $ 5 billion.

Any incremental amount determined to be payable to NBCU to acquire NBCU’s interest in Hulu would be recorded as “Net income from continuing operations attributable to noncontrolling interests” and thus reduce “Net income attributable to Disney” in the Consolidated Statements of Income in the period recorded.

In November 2022, the Company purchased MLB’s 15 % redeemable noncontrolling interest in BAMTech LLC, which holds the Company’s domestic DTC sports business, for $ 900 million (MLB buy-out).

MLB’s interest was recorded in the Company’s financial statements at $ 828 million prior to the MLB buy-out.

The $ 72 million difference was recorded as an increase in “Net income from continuing operations attributable to noncontrolling interests” in the Consolidated Statements of Income.

During the fiscal year ended 2023, Hearst Corporation (Hearst) contributed $ 710 million to the domestic DTC sports business, in part to fund its 20 % share of the MLB buy-out and in part to fund its share of the domestic DTC sports business’s operating cash requirements, which had been funded by the Company through intercompany loans.

Earnings Per Share

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The following table presents our revenues by segment and major source:

Entertainment

Subscription fees $ 18,796 $ 1,650 $ — $ — $ 20,446

Affiliate fees 6,872 10,418 — ( 1,183 ) 16,107

Entertainment Sports Experiences Eliminations Total

Subscription and affiliate fees $ 27,120 $ 11,944 $ — $ ( 1,285 ) $ 37,779

Advertising 6,679 4,444 — — 11,123

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Merchandise licensing 643 — 3,236 — 3,879

TV/VOD distribution licensing

2,298 305 — — 2,603

TV/VOD and home entertainment distribution 3,507 267 — — 3,774

Theatrical distribution licensing 2,592 — — — 2,592

Home entertainment 753 — — — 753

Other 1,925 1,017 2,361 ( 584 ) 4,719

$ 42,466 $ 17,672 $ 36,156 $ ( 1,869 ) $ 94,425

Entertainment

Subscription fees $ 16,420 $ 1,517 $ — $ — $ 17,937

Affiliate fees 7,369 10,590 — ( 1,084 ) 16,875

Entertainment Sports Experiences Eliminations Total

Subscription and affiliate fees $ 25,668 $ 12,068 $ — $ ( 1,183 ) $ 36,553

Advertising 7,506 4,388 — — 11,894

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Merchandise licensing 642 — 3,142 — 3,784

TV/VOD distribution licensing

2,645 347 — — 2,992

TV/VOD and home entertainment distribution 3,051 305 — — 3,356

Theatrical distribution licensing 2,266 — — — 2,266

Home entertainment 931 — — — 931

Other 2,053 858 2,259 ( 412 ) 4,758

$ 41,186 $ 17,619 $ 34,151 $ ( 1,595 ) $ 91,361

Entertainment

Eliminations and Other

Subscription fees $ 14,178 $ 1,113 $ — $ — $ 15,291

Affiliate fees 7,739 10,796 — ( 1,010 ) 17,525

Entertainment Sports Experiences Eliminations Total

Subscription and affiliate fees $ 23,789 $ 12,107 $ — $ ( 1,084 ) $ 34,812

Advertising 7,594 3,920 4 — 11,518

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Merchandise licensing 619 — 2,509 — 3,128

TV/VOD distribution licensing

3,551 351 — ( 1,023 ) 2,879

TV/VOD and home entertainment distribution 3,576 347 — — 3,923

Theatrical distribution licensing 3,174 — — — 3,174

Home entertainment 1,083 — — — 1,083

Other 1,883 737 2,743 ( 313 ) 5,050

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The following table presents our revenues by segment and primary geographical markets:

Entertainment

Entertainment Sports Experiences Eliminations Total

Americas $ 33,815 $ 17,266 $ 27,218 $ ( 1,869 ) $ 76,430

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$ 42,466 $ 17,672 $ 36,156 $ ( 1,869 ) $ 94,425

Entertainment

Entertainment Sports Experiences Eliminations Total

Americas $ 31,722 $ 16,432 $ 25,603 $ ( 1,595 ) $ 72,162

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$ 41,186 $ 17,619 $ 34,151 $ ( 1,595 ) $ 91,361

Entertainment

Entertainment Sports Experiences Eliminations Total

Americas $ 31,414 $ 16,000 $ 25,188 $ ( 1,397 ) $ 71,205

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$ 40,635 $ 17,111 $ 32,549 $ ( 1,397 ) $ 88,898

Content License Early Termination

Revenues recognized in the current and prior year from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on TV/VOD licenses for titles made available to the licensee in previous reporting periods.

Revenues recognized in the current and prior year from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on content made available to distributors and licensees in previous reporting periods.

For fiscal 2025, $ 1.0 billion was recognized related to performance obligations satisfied prior to September 28, 2024.

For fiscal 2023, $ 0.9 billion was recognized related to performance obligations satisfied prior to October 1, 2022.

For fiscal 2024, $ 1.0 billion was recognized related to performance obligations satisfied prior to September 30, 2023.

For fiscal 2023, $ 0.9 billion was recognized related to performance obligations satisfied prior to October 1, 2022.

As of September 28, 2024, revenue for unsatisfied performance obligations expected to be recognized in the future is $ 16 billion , primarily for IP or advertising time to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, television station affiliates, DTC wholesalers, sports sublicensees and advertisers.

As of September 27, 2025, revenue for unsatisfied performance obligations expected to be recognized in the future is $ 16 billion , primarily for IP to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, DTC wholesalers, television station affiliates and sports sublicensees.

Of this amount, we expect to recognize approximately $ 7 billion in fiscal 2026, $ 4 billion in fiscal 2027, $ 2 billion in fiscal 2028 and $ 3 billion thereafter.

These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less (such as most advertising contracts) or (ii) licenses of IP that are solely based on the sales of the licensee.

These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of IP that are solely based on the sales of the licensee.

When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations).

12 unchanged sentences

Non-current 785 858

For fiscal 2024, 2023 and 2022, the Company recognized revenue of $ 5.2 billion, $ 5.1 billion and $ 3.6 billion, respectively, that was included in the deferred revenue balance at September 30, 2023, October 1, 2022 and October 2, 2021, respectively.

For fiscal 2025, 2024 and 2023, the Company recognized revenue of $ 5.3 billion, $ 5.2 billion and $ 5.1 billion, respectively, that was included in the deferred revenue balance at September 28, 2024, September 30, 2023 and October 1, 2022, respectively.

Amounts deferred generally relate to theme park admissions and vacation packages, DTC subscriptions and advances related to merchandise and TV/VOD licenses.

The Company has accounts receivable with original maturities greater than one year related to the sale of vacation club properties and film and television program rights (TV/VOD licensing).

These receivables are discounted to present value at contract inception and the related revenues are recognized at the discounted amount.

The balance of vacation club receivables recorded in other non-current assets was $ 0.7 billion at both September 28, 2024 and September 30, 2023.

The balance of TV/VOD licensing receivables recorded in other non-current assets was $ 0.3 billion at September 28, 2024 and $ 0.6 billion at September 30, 2023.

The allowance for credit losses for vacation club and TV/VOD licensing receivables and related activity for fiscal 2024 and 2023 were not material.

The Company and RIL plan to close the Star India Transaction on or about November 14, 2024, which will form a joint venture that includes Star India and certain media and entertainment businesses controlled by RIL, primarily in India.

The Company has accounts receivable of $ 1.0 billion at both September 27, 2025 and September 28, 2024 with original maturities greater than one year primarily related to the sale of vacation club properties.

The receivables are recorded in other non-current assets.

The allowance for credit losses for these receivables and additions to/write-offs against the allowance for fiscal 2025 and 2024 were not material.

Acquisitions and Dispositions

NFL media assets

In October 2025, ESPN and NFL Enterprises LLC reached a binding agreement for ESPN to acquire the NFL Network and certain other media assets owned and controlled by NFL Enterprises LLC, including NFL’s RedZone Channel pay TV distribution and NFL Fantasy, in exchange for a 10 % noncontrolling interest of ESPN (the NFL Transaction).

The NFL Transaction is expected to close in calendar year 2026, subject to certain regulatory approvals, including from federal and foreign antitrust authorities, and other customary closing conditions.

Upon consummation of the NFL Transaction, the Company would have an effective 72 % interest in ESPN, with Hearst Corporation (Hearst) and NFL Enterprises LLC holding 18 % and 10 %, respectively.

On October 29, 2025, the Company and FuboTV Inc.

(Fubo), a publicly traded vMVPD, combined certain of Hulu Live TV assets, including its carriage agreements, subscription agreements and related data, advertising and sponsorship agreements and intellectual property exclusively related to the “Live TV” brand, with Fubo (the Fubo Transaction).

The Company acquired Fubo to enhance and expand our vMVPD offering and provide consumers with more high-quality offerings, choice and increased flexibility.

The Company contributed certain Hulu Live TV assets to a newly formed entity, Fubo Operations LLC (Newco), that is jointly owned by the Company and Fubo in exchange for units in Newco (Newco Units) representing a 70 % equity interest in Newco on a fully diluted basis, and Fubo issued the Company shares of Fubo Class B Common Stock, a newly created vote-only class of Fubo common stock representing a 70 % voting interest in Fubo on a fully diluted basis.

As a result, the Company has a 70 % economic interest in the combined operations, a 70 % voting interest in Fubo and the right to appoint a majority of Fubo’s Board of Directors.

The remaining 30 % equity interest in Fubo is retained by Fubo public shareholders.

Based on the closing price of Fubo common stock of $ 3.69 on October 29, 2025, the estimated fair value of Fubo is $ 1.3 billion, which will be allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values with the excess recorded as goodwill.

The Company is in the process of finalizing the valuation of the assets acquired, liabilities assumed, and noncontrolling interests.

The Company will include Fubo’s financial results in the Company’s Consolidated Financial Statements effective from October 29, 2025.

Pursuant to an agreement entered into as part of the Fubo Transaction, the Company is the exclusive distributor of the Hulu Live TV service for five years (renewable for an additional five-year term by mutual agreement) and pays a wholesale fee

to Fubo based on Fubo’s cost to program Hulu Live TV.

Under the same agreement, the Company manages the marketing for the Hulu Live TV service and sells advertising for the Hulu Live TV service and Fubo platform for a fee.

Further, the Company agreed to provide Fubo a senior unsecured term loan of up to $ 145 million (available to be funded in January 2026).

On November 14, 2024, the Company and RIL formed the India Joint Venture that combines the Company’s Star India business with certain media and entertainment businesses controlled by RIL.

RIL has an effective 56 % controlling interest in the joint venture with 37 % held by the Company and 7 % by Bodhi Tree Systems, a third party investment company.

Star India’s assets and liabilities are classified as held for sale in the Consolidated Balance Sheet as of September 28, 2024, and we recorded $ 1.5 billion of non-cash impairment charges in “Restructuring and impairment charges” in fiscal 2024 to reflect Star India at its fair value less costs to sell.

The measurement of these impairment charges included non-cash cumulative foreign currency translation losses of approximately $ 0.8 billion.

In addition, in the first quarter of fiscal 2025, we anticipate we will recognize a non-cash tax charge of approximately $ 0.3 billion in connection with the close of the transaction.

Assets and liabilities of Star India are classified as held for sale in the Consolidated Balance Sheet as of September 28, 2024 as follows:

Receivables and other current assets $ 749

Content advances 535

Total current assets 1,284

Produced and licensed content costs 549

Property and equipment, net 106

Intangible assets, net 757

Goodwill 1,106

Other assets 559

Total assets (1)

Accounts payable and other accrued liabilities $ 358

Deferred revenue and other 88

Total current liabilities 446

Other long-term liabilities 379

Total liabilities (1)

(1) Total current assets and non-current assets held for sale are included in “Other current assets” and “Other assets,” respectively, in the Consolidated Balance Sheet.

Total current liabilities and non-current liabilities held for sale are included in “Deferred revenue and other” and “Other long-term liabilities” in the Consolidated Balance Sheet.

These assets and liabilities are subject to change through closing.

The Company deconsolidated Star India’s assets and liabilities on November 14, 2024, and recognized the fair value of its interest in the India Joint Venture as an equity method investment.

We recorded non-cash impairment charges of $ 0.1 billion and $ 1.5 billion in “Restructuring and impairment charges” in fiscal 2025 and 2024, respectively, to reflect Star India at its fair value less costs to sell.

In addition, we recognized a non-cash tax charge of approximately $ 0.2 billion in fiscal 2025 in connection with the close of the transaction.

In November 2023, NBC Universal (NBCU) exercised its right to require the Company to purchase NBCU’s 33 % interest in Hulu at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $ 27.5 billion.

In December 2023, the Company paid NBCU $ 8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions.

In fiscal 2025, following the completion of an appraisal process to determine Hulu’s equity fair value, the Company paid NBCU an incremental $ 0.4 billion, reflecting NBCU’s share of Hulu’s equity fair value above the guaranteed floor, giving the Company 100 % ownership of Hulu.

The additional amount was recognized in “Net income attributable to noncontrolling interests” in the Consolidated Statements of Income.

The Company will also pay NBCU 50 % of the future tax benefits from the amortization of the purchase of NBCU’s interest in Hulu as the Company’s cash tax benefits are realized, generally over a 15 -year period starting in fiscal 2026.

At the close of the transaction in fiscal 2025, Hulu’s U.S.

income tax classification changed, which resulted in the recognition of a non-cash tax benefit of approximately $ 3.3 billion in “Income taxes” in the Consolidated Statements of Income.

In November 2022, the Company purchased MLB’s 15 % redeemable noncontrolling interest in BAMTech LLC, which holds the Company’s domestic DTC sports business, for $ 900 million (MLB buy-out).

MLB’s interest was recorded in the Company’s financial statements at $ 828 million prior to the MLB buy-out.

The $ 72 million difference was recorded as an increase in “Net income from continuing operations attributable to noncontrolling interests” in the Consolidated Statements of Income.

During the fiscal year ended 2023, Hearst contributed $ 710 million to the domestic DTC sports business, to fund its 20 % share of the MLB buy-out and the domestic DTC sports business’s operating cash requirements, which had been funded by the Company through intercompany loans.

The changes in the carrying amount of goodwill are as follows:

Entertainment Sports Experiences Star India Total

Balance at Oct.

1, 2022 $ 55,488 $ 16,859 $ 5,550 $ — $ 77,897

Impairments (1)

( 425 ) ( 296 ) — — ( 721 )

Currency translation adjustments and other, net ( 32 ) ( 77 ) — — ( 109 )

Balance at Sep.

7 unchanged sentences

28, 2024 $ 51,290 $ 16,486 $ 5,550 $ — $ 73,326

(1) Current year reflects impairments related to entertainment linear networks and Star India (see Note 18).

Prior year reflects impairments at entertainment and international sports linear networks (see Note 18).

Currency translation adjustments and other, net ( 32 ) — — — ( 32 )

Balance at Sep.

27, 2025 $ 51,258 $ 16,486 $ 5,550 $ — $ 73,294

(1) Fiscal 2024 reflects impairments related to entertainment linear networks and Star India (see Note 18).

5 Investments

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Investments, Equity Basis

The Company’s significant equity investments include A+E ( 50 % ownership), Tata Play Limited ( 30 % ownership) and CTV Specialty Television, Inc.

The Company’s significant equity investments include the India joint venture ( 37 % ownership), A+E ( 50 % ownership) and CTV Specialty Television, Inc.

( 30 % ownership).

As of September 28, 2024, the book value of the Company’s equity method investments exceeded our share of the book value of the investees’ underlying net assets by approximately $ 0.5 billion, which represents amortizable intangible assets and goodwill arising from acquisitions.

As of September 27, 2025 and September 28, 2024, the book value of the Company’s equity method investments exceeded our share of the book value of the investees’ underlying net assets by approximately $ 1.6 billion and $ 0.5 billion, respectively, which represent amortizable intangible assets and goodwill arising from acquisitions.

See Note 18 for impairments recorded on equity investments.

Investments, Other

As of September 28, 2024 and September 30, 2023, the Company had securities without a readily determinable fair value of $ 1.7 billion and $ 0.2 billion, respectively, the most significant of which at September 28, 2024 is an 8 % interest in Epic Games, Inc.

valued at $ 1.5 billion.

As of both September 27, 2025 and September 28, 2024, the Company had securities without a readily determinable fair value of $ 1.7 billion, the most significant of which is an 8 % interest in Epic Games, Inc.

at $ 1.6 billion.

Gains, losses and impairments on securities are generally recorded in “Interest expense, net” in the Consolidated Statements of Income;

these amounts were not material for fiscal 2025, 2024 and 2023.

See Note 1 for realized and unrealized gains and losses on securities recorded in “Other income (expense), net” in the Consolidated Statements of Income.

6 International Theme Parks

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The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52 % and a 48 % equity interest in Hong Kong Disneyland Resort, respectively.

The Company and HKSAR have provided loans to Hong Kong Disneyland Resort with outstanding balances of $ 101 million and $ 68 million, respectively.

The interest rate on both loans is three month HIBOR plus 2 %, and the scheduled maturity date is September 2025.

The Company’s loan is eliminated in consolidation.

The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $ 2.7 billion ($ 347 million), which bears interest at a rate of three month HIBOR plus 1.25 % and matures in December 2028.

The line of credit does not have a balance outstanding.

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The loan is eliminated in consolidation.

The Company has also provided Shanghai Disney Resort with a 1.9 billion yuan (approximately $ 0.3 billion) line of credit bearing interest at 8 %.

The line of credit does not have a balance outstanding.

Shendi has provided Shanghai Disney Resort with loans totaling 8.6 billion yuan (approximately $ 1.2 billion) bearing interest at 8 % and are scheduled to mature in 2036 with earlier payments required based on available cash flows.

The Company has also provided Shanghai Disney Resort with a 1.9 billion yuan (approximately $ 0.3 billion) line of credit bearing interest at 8 % and maturing in 2033.

At September 27, 2025, the line of credit does not have a balance outstanding.

Shendi has provided Shanghai Disney Resort with loans totaling 7.7 billion yuan (approximately $ 1.1 billion) bearing interest at 8 % and scheduled to mature in 2036 with earlier payments required based on available cash flows.

In addition, early repayment is permitted.

Shendi has also provided Shanghai Disney Resort with a 2.6 billion yuan (approximately $ 0.4 billion) line of credit bearing interest at 8 %.

The line of credit does not have a balance outstanding.

Shendi has also provided Shanghai Disney Resort with a 2.6 billion yuan (approximately $ 0.4 billion) line of credit bearing interest at 8 % and maturing in 2033.

At September 27, 2025, the line of credit does not have a balance outstanding.

7 Produced and Acquired/Licensed Content Costs and Advances

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(1) Primarily included in “Costs of services” in the Consolidated Statements of Income.

Fiscal 2024 amounts exclude impairment charges of $ 187 million for produced content and fiscal 2023 amounts exclude impairment charges of $ 2.0 billion for produced content and $ 257 million for licensed programming rights recorded in “Restructuring and impairment charges” in the Consolidated Statements of Income (see Note 18).

Fiscal 2025 and fiscal 2024 amounts exclude impairment charges for produced content of $ 109 million and $ 187 million respectively, and fiscal 2023 amounts exclude impairment charges of $ 2.0 billion for produced content and $ 257 million for licensed programming rights.

These charges were recorded in “Restructuring and impairment charges” in the Consolidated Statements of Income (see Note 18).

Total expected amortization by fiscal year of completed (released and not released) produced, licensed and acquired film and television library content on the balance sheet as of September 27, 2025 is as follows:

9 unchanged sentences

Approximately $ 2.1 billion of accrued participations and residual liabilities will be paid in fiscal 2026.

At September 28, 2024, acquired film and television library content has remaining unamortized costs of $ 3.5 billion, which are generally being amortized straight-line over a weighted-average remaining period of approximately 14 years.

At September 27, 2025, released content (less amortization) includes acquired film and television library content with a carrying value of $ 3.1 billion and is generally being amortized straight-line over a weighted-average remaining period of approximately 13 years.

Content Production Incentives

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(2) Amounts represent notional values of interest rate and cross-currency swaps outstanding as of September 27, 2025.

(3) The effective interest rate includes the impact of existing and terminated interest rate and cross-currency swaps, purchase accounting adjustments and debt issuance premiums, discounts and costs.

(4) Includes net debt issuance discounts, costs and purchase accounting adjustments totaling a net premium of $ 1.6 billion and $ 1.8 billion at September 28, 2024 and September 30, 2023, respectively.

(3) The effective interest rate includes the impact of purchase accounting adjustments, existing and terminated interest rate and cross-currency swaps, and debt issuance costs and discounts.

(4) Includes purchase accounting adjustments and net debt issuance costs and discounts totaling a net premium of $ 1.5 billion and $ 1.6 billion at September 27, 2025 and September 28, 2024, respectively.

(5) Includes market value adjustments for debt with qualifying hedges, which reduces borrowings by $ 0.7 billion and $ 0.9 billion at September 27, 2025 and September 28, 2024, respectively.

6 unchanged sentences

Total $ 12,250 $ — $ 12,250

These facilities allow for borrowings at rates based on the Secured Overnight Financing Rate (SOFR), and at other variable rates for non-U.S.

The Company’s bank facilities allow for borrowings at rates based on the Secured Overnight Financing Rate (SOFR) and at other variable rates for non-U.S.

dollar denominated borrowings, plus a fixed spread that varies with the Company’s debt ratings assigned by Moody’s Ratings and S&P Global Ratings ranging from 0.63% to 1.1%.

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The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default.

The Company also has the ability to issue up to $ 500 million of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility.

The Company also has the ability to issue up to $ 0.5 billion of letters of credit under the facility expiring in March 2027, which if utilized, reduces available borrowings under this facility.

As of September 27, 2025, the Company has $ 0.4 billion of outstanding letters of credit, of which none were issued under this facility.

Outstanding letters of credit at Star India totaling $ 0.7 billion at September 27, 2025 that were entered into prior to the Star India Transaction are guaranteed by the Company through calendar 2025.

Commercial paper activity is as follows:

1 unchanged sentence

Commercial paper with original maturities greater than three months Total

Balance at Oct.

Balance at Sep.

30, 2023 $ 289 $ 1,187 $ 1,476

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dollar denominated notes with maturities ranging from 1 to 71 years and stated interest rates that range from 1.75 % to 8.45 %.

Of this balance, $ 1.1 billion borrowed in connection with the November 2024 cruise ship delivery of the Disney Treasure allows for early repayment subject to cancellation fees.

In addition, in connection with the October 2025 cruise ship delivery of the Disney Destiny , the Company borrowed $ 1.1 billion under an existing credit facility with a fixed rate of 3.74 % that will be payable semi-annually over a 12 -year term.

Early repayment is permitted subject to cancellation fees.

Foreign Currency Denominated Debt

At September 28, 2024, the Company had fixed rate senior notes of Canadian $ 1.3 billion ($ 0.9 billion), which had a stated interest rate of 2.76 % and was paid in October 2024, and Canadian $ 1.3 billion ($ 1.0 billion), which had a stated interest rate of 3.06 % and matures in March 2027.

The Company has entered into pay-floating interest rate and cross-currency swaps that effectively convert the borrowings to a variable-rate U.S.

dollar denominated borrowings indexed to SOFR.

Cruise Ship Credit Facilities

At September 28, 2024, the Company had two credit facilities to finance, at its option, a significant portion of the contract price of two new cruise ships.

With the delivery of the Disney Treasure , which occurred in October 2024, the Company borrowed $ 1.1 billion under one credit facility with a fixed interest rate of 3.80 % in November 2024 that will be payable semi-annually over 12 years.

The remaining credit facility for $ 1.1 billion may be utilized to finance a significant portion of the contract price of the Disney Destiny , which is currently scheduled to be delivered in fiscal 2026.

If utilized, the loan will have a fixed interest rate of 3.74 % and will be payable semi-annually over 12 years.

Early repayment of both facilities is permitted subject to cancellation fees.

At September 27, 2025, the Company had a fixed rate senior note of Canadian $ 1.3 billion ($ 0.9 billion), which had a stated interest rate of 3.06 % and matures in March 2027.

The Company has entered into pay-floating interest rate and cross-currency swaps that effectively convert the borrowing to a variable-rate U.S.

dollar denominated borrowing indexed to SOFR.

Asia Theme Parks Borrowings

HKSAR provided Hong Kong Disneyland Resort with loans totaling HK $ 0.5 billion ($ 68 million).

The interest rate is three month HIBOR plus 2 % and the maturity date is September 2025.

Shendi has provided Shanghai Disney Resort with loans totaling 7.7 billion yuan (approximately $ 1.1 billion) bearing interest at 8 % and is scheduled to mature in 2036 with earlier payments required based on available cash flows.

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9 Income Taxes

Income (Loss) Before Income Taxes by Domestic and Foreign Subsidiaries

Income Before Income Taxes by Domestic and Foreign Subsidiaries

Income Before Income Taxes

4 unchanged sentences

2,468 1,815 1,683

Total income from continuing operations

$ 12,003 $ 7,569 $ 4,769

Loss from discontinued operations — — ( 62 )

$ 7,569 $ 4,769 $ 5,223

Provision for Income Taxes:

10 unchanged sentences

( 2,617 ) ( 807 ) ( 1,365 )

Income tax expense on income from continuing operations

1,796 1,379 1,732

Income tax expense on loss from discontinued operations

Income tax expense (benefit)

$ ( 1,428 ) $ 1,796 $ 1,379

5 unchanged sentences

Accrued liabilities ( 1,011 ) ( 1,199 )

Lease liabilities ( 862 ) ( 852 )

Licensing revenues

( 807 ) ( 130 )

Lease liabilities ( 786 ) ( 862 )

Other ( 413 ) ( 655 )

3 unchanged sentences

Investment in U.S.

Right-of-use lease assets

Investment in foreign entities 879 465

Right-of-use lease assets

Total deferred tax liabilities 6,510 8,921

Net deferred tax liability before valuation allowance 2,631 3,400

Net deferred tax (asset) liability before valuation allowance (2)

( 136 ) 2,631

Valuation allowance 2,931 2,991

5 unchanged sentences

State net operating losses and tax credit carryforwards ( 701 )

Other ( 468 )

Total net operating losses and tax credit carryforwards (a)

(a) Approximately $ 2.2 billion of these credits do not expire.

Approximately $ 1.1 billion expire between fiscal 2026 and fiscal 2034, primarily consisting of U.S.

(a) Approximately $ 2.3 billion of these carryforwards do not expire and are primarily related to loss carryforwards at Disneyland Paris.

Approximately $ 1.2 billion expire between fiscal 2026 and fiscal 2035 and are primarily related to U.S.

foreign tax credits .

(2) Amounts are, in part, due to the tax status of these entities and if the tax status of certain legal entities changes, a significant portion of this balance may reverse.

(2) In fiscal 2025, the Company completed the acquisition of NBCU’s interest in Hulu.

At the close of the transaction, Hulu’s U.S.

income tax classification changed, and the Company recognized a non-cash tax benefit of approximately $ 3.3 billion.

Valuation Allowance

The following table details the change in valuation allowance for fiscal 2025, 2024 and 2023 (in billions):

5 unchanged sentences

3.2 ( 0.3 ) 0.1 3.0

Year ended October 1, 2022

Year ended September 30, 2023

2.9 0.2 0.1 3.2

3 unchanged sentences

State taxes, net of federal benefit (1)

Change in Hulu income tax classification

Non-tax deductible impairments

7 unchanged sentences

Tax impact of equity awards

( 0.3 ) 0.8 2.1

Valuation allowance ( 1.3 ) ( 0.6 ) ( 1.8 )

Legislative changes — — 1.7

Other 0.8 0.2 2.3

12 unchanged sentences

Balance at the end of the year $ 1,133 $ 1,952 $ 2,517

Balances at September 28, 2024, September 30, 2023 and October 1, 2022 include $ 1.4 billion, $ 1.8 billion and $ 1.9 billion, respectively, that if recognized, would reduce our income tax expense and effective tax rate.

Balances at September 27, 2025, September 28, 2024 and September 30, 2023 include $ 0.8 billion, $ 1.4 billion and $ 1.8 billion, respectively, that if recognized, would reduce our income tax expense and effective tax rate.

These amounts are net of the offsetting benefits from other tax jurisdictions.

At September 28, 2024, September 30, 2023 and October 1, 2022 accrued interest and penalties related to unrecognized tax benefits were $ 0.9 billion, $ 1.0 billion and $ 1.0 billion, respectively.

At September 27, 2025, September 28, 2024 and September 30, 2023 accrued interest and penalties related to unrecognized tax benefits were $ 0.3 billion, $ 0.9 billion and $ 1.0 billion, respectively.

During fiscal 2025, 2024 and 2023, the Company recorded additional interest and penalties of $ 177 million, $ 157 million and $ 210 million, respectively, and recorded reductions in accrued interest and penalties of $ 816 million, $ 151 million and $ 241 million, respectively.

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In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to the resolution of open tax matters, which would reduce our unrecognized tax benefits by $ 0.4 billion.

In fiscal 2025, the Company recognized income tax benefits of $ 35 million for the excess of equity-based compensation deductions over amounts recorded based on the grant date fair value.

In fiscal 2024 and 2023, the Company recognized income tax expense of $ 55 million and $ 93 million, respectively, for the shortfall between equity-based compensation deductions and amounts recorded based on the grant date fair value.

2022, the Company recognized income tax benefits of $ 2 million for the excess of equity-based compensation deductions over amounts recorded based on the grant date fair value.

In July 2025, legislation known as “One Big Beautiful Bill Act” was signed into law.

The most significant tax impact on the Company will be cash timing benefits from acceleration of tax deductions on U.S.

investments in fixed assets and content production, which will result in lower tax payments in the year of investment than would have otherwise occurred under the previous legislation.

The cash tax benefit will begin to be realized in fiscal 2026 as U.S.

federal and California state income tax

payments otherwise due in fiscal 2025 have been deferred pursuant to relief related to the 2025 wildfires in California.

We do not expect a material impact on the Company’s income tax expense.

10 Pension and Other Benefit Programs

18 unchanged sentences

716 ( 1,667 ) 30 6

Plan amendments and other (2)

44 14 ( 13 ) 539

Benefits paid 716 661 56 56

19 44 ( 9 ) ( 13 )

Ending obligations $ ( 16,330 ) $ ( 16,734 ) $ ( 937 ) $ ( 968 )

12 unchanged sentences

$ 1,214 $ 823 $ ( 40 ) $ ( 76 )

(1) The actuarial loss for fiscal 2024 was primarily due to a decrease in the discount rate used to determine the fiscal year-end benefit obligation from the rate that was used in the preceding fiscal year .

(2) The amount in fiscal 2023 was due to a change in postretirement medical benefit options.

(1) Primarily reflects updates to the discount rate used to determine the fiscal year-end benefit obligation from the rate that was used in the preceding fiscal year .

The components of net periodic benefit cost (benefit) are as follows:

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(1) The amortization of prior-year service credits is related to a change in postretirement medical benefit options.

In fiscal 2025, we expect pension and postretirement medical costs to be negligible.

Key assumptions are as follows:

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Plan Funded Status

As of September 28, 2024, the projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligations in excess of plan assets were $ 1.4 billion and $ 1.3 billion, respectively, and the aggregate fair value of plan assets was not material.

As of September 27, 2025, the projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligations in excess of plan assets were each $ 1.3 billion, and the aggregate fair value of plan assets was not material.

As of September 28, 2024, the projected benefit obligation for pension plans with projected benefit obligations in excess of plan assets was $ 1.4 billion and the aggregate fair value of plan assets was not material.

As of September 30, 2023, the projected benefit obligation for pension plans with projected benefit obligations in excess of plan assets was $ 1.2 billion and the aggregate fair value of plan assets was not material.

As of both September 27, 2025 and September 28, 2024, the projected benefit obligation for pension plans with projected benefit obligations in excess of plan assets was $ 1.4 billion and the aggregate fair value of plan assets was not material.

The Company’s total accumulated pension benefit obligations at September 27, 2025 and September 28, 2024 were $ 15.5 billion and $ 15.7 billion, respectively.

Approximately 98 % was vested as of both September 28, 2024 and September 30, 2023.

The accumulated postretirement medical benefit obligations and fair value of plan assets for postretirement medical plans with accumulated postretirement medical benefit obligations in excess of plan assets were $ 1.0 billion and $ 0.9 billion, respectively, at September 28, 2024 and $ 1.0 billion and $ 0.8 billion, respectively, at September 30, 2023.

Approximately 99 % and 98 % were vested as of September 27, 2025 and September 28, 2024, respectively.

A significant portion of the assets of the Company’s defined benefit plans are managed in a third-party master trust.

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Investments are monitored to assess whether returns are commensurate with risks taken.

The long-term asset allocation policy for the master trust was established taking into consideration a variety of factors that include, but are not limited to, the average age of participants, the number of retirees, the duration of liabilities and the expected payout ratio.

Liquidity needs of the master trust are generally managed using cash generated by investments or by liquidating securities.

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As of September 27, 2025

Description Level 1 Level 2 Total Plan Asset Mix

Description Level 1 Level 2 Total Investment Mix

Cash $ 34 $ — $ 34 — %

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Alternative investments 4,431 23 %

Money market funds and other 745 4 %

Total investments at fair value $ 18,449 100 %

Money market funds

Investments at fair value

Total plan assets at fair value

As of September 28, 2024

Description Level 1 Level 2 Total Plan Asset Mix

Description Level 1 Level 2 Total Investment Mix

Cash $ 19 $ — $ 19 — %

12 unchanged sentences

Alternative investments 4,350 23 %

Money market funds and other 281 2 %

Total investments at fair value $ 16,223 100 %

Money market funds

Investments at fair value

Total plan assets at fair value

(1) Includes 2.9 million shares of Company common stock valued at $ 327 million and 2.9 million shares valued at $ 278 million at September 27, 2025 and September 28, 2024, respectively.

(2) Represents net unsettled transactions, relating primarily to purchases and sales of plan assets.

Uncalled Capital Commitments

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The Company participates in a number of multiemployer pension plans under union and industry-wide collective bargaining agreements that cover our union-represented employees and expenses its contributions to these plans as incurred.

These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas.

These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable

collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas.

The risks of participating in these multiemployer plans are different from single-employer plans.

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In fiscal 2025, 2024 and 2023, the costs of our domestic and international defined contribution plans were $ 448 million, $ 408 million and $ 378 million, respectively.

On February 7, 2024, the Board of Directors declared a cash dividend of $ 0.45 per share ($ 0.8 billion) with respect to the first half of fiscal 2024, which was paid in July 2024 to shareholders of record as of July 8, 2024.

On November 30, 2023, the Board of Directors declared a cash dividend of $ 0.30 per share ($ 0.5 billion) with respect to the second half of fiscal 2023, which was paid in January 2024 to shareholders of record as of December 11, 2023.

The Company did not declare or pay a dividend with respect to fiscal 2022 operations.

The Company declared the following dividends in fiscal 2026, 2025 and 2024:

Per Share Amount Payment Date

$ 0.75 $1.3 billion (1)

July 22, 2026

$ 0.75 $1.3 billion (1)

January 15, 2026

$ 0.50 $ 0.9 billion July 23, 2025

$ 0.50 $ 0.9 billion January 16, 2025

$ 0.45 $ 0.8 billion July 25, 2024

$ 0.30 $ 0.5 billion January 10, 2024

(1) Amount represents our estimate of the dividends that will be paid on January 15, 2026 and July 22, 2026.

The actual amount will be determined based on shareholders of record at the record date.

The Company did not declare or pay a dividend in fiscal 2023.

Share Repurchase Program

Effective February 7, 2024, the Board of Directors authorized the Company to repurchase a total of 400 million shares of its common stock.

During the year ended September 28, 2024, the Company repurchased 28 million shares of its common stock for $ 3.0 billion (excluding the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022).

During the year ended September 27, 2025, the Company repurchased 32 million shares of its common stock for $ 3.5 billion.

During the year ended September 28, 2024, the Company repurchased 28 million shares of its common stock for $ 3.0 billion.

The amount of repurchases in both fiscal 2025 and fiscal 2024 exclude the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.

As of September 27, 2025, the Company had remaining authorization in place to repurchase approximately 339 million additional shares.

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Reclassifications of net (gains) losses to net income ( 444 ) 4 42 ( 398 )

Balance at October 1, 2022 $ 804 $ ( 3,770 ) $ ( 2,014 ) $ ( 4,980 )

Balance at September 30, 2023 $ 259 $ ( 2,172 ) $ ( 1,974 ) $ ( 3,887 )

Unrealized gains (losses) arising during the period ( 112 ) 25 119 32

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( 250 ) 132 — ( 118 )

Star India Transaction

Balance at September 27, 2025 $ ( 549 ) $ ( 1,901 ) $ ( 1,085 ) $ ( 3,535 )

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Reclassifications of net (gains) losses to net income 103 — ( 14 ) 89

Balance at October 1, 2022 $ ( 179 ) $ 901 $ 139 $ 861

Balance at September 30, 2023 $ ( 64 ) $ 517 $ 142 $ 595

Unrealized gains (losses) arising during the period

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Reclassifications of net (gains) losses to net income

103 — ( 14 ) 89

Balance at September 28, 2024 $ 71 $ 531 $ 116 $ 718

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Reclassifications of net (gains) losses to net income

58 ( 32 ) — 26

Star India Transaction

— — ( 58 ) ( 58 )

Balance at September 27, 2025 $ 120 $ 446 $ 55 $ 621

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Reclassifications of net (gains) losses to net income ( 341 ) 4 28 ( 309 )

Balance at October 1, 2022 $ 625 $ ( 2,869 ) $ ( 1,875 ) $ ( 4,119 )

Balance at September 30, 2023 $ 195 $ ( 1,655 ) $ ( 1,832 ) $ ( 3,292 )

Unrealized gains (losses) arising during the period

7 unchanged sentences

( 192 ) 100 — ( 92 )

Star India Transaction

Balance at September 27, 2025 $ ( 429 ) $ ( 1,455 ) $ ( 1,030 ) $ ( 2,914 )

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Certain RSUs awarded to senior executives vest based upon the achievement of market or performance conditions (Performance RSUs).

Stock options are generally granted with a 10 year term at exercise prices equal to or exceeding the market price at the date of grant and become exercisable ratably over a three-year period from the grant date (exercisable ratably over a four-year period from the grant date for awards granted prior to fiscal 2021).

At the discretion of the Compensation Committee of the Company’s Board of Directors, options can occasionally extend up to 15 years after date of grant.

RSUs generally vest ratably over three years (four years for grants awarded prior to fiscal 2021) and Performance RSUs generally fully vest after three years, subject to achieving market or performance conditions.

RSUs generally vest ratably over three years and Performance RSUs generally fully vest after three years, subject to achieving market or performance conditions.

Equity-based award grants generally provide continued vesting, in the event of termination, for employees that reach age 60 or greater, have at least ten years of service and have held the award for at least one year.

Each share granted subject to a stock option award reduces the number of shares available under the Company’s stock incentive plans by one share while each share granted subject to a RSU award reduces the number of shares available by two shares.

As of September 28, 2024, the maximum number of shares available for issuance under the Company’s stock incentive plans (assuming all the awards are in the form of stock options) was approximately 146 million shares and the number available for issuance assuming all awards are in the form of RSUs was approximately 73 million shares.

As of September 27, 2025, the maximum number of shares available for issuance under the Company’s stock incentive plans (assuming all the awards are in the form of stock options) was approximately 117 million shares and the number available

for issuance assuming all awards are in the form of RSUs was approximately 59 million shares.

The Company satisfies stock option exercises and vesting of RSUs with newly issued shares.

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$ 84,076 $ 7,691 $ 12,321 $ 104,088

(1) Primarily relates to rights for NBA, NFL, college football (including bowl games and the College Football Playoff) and basketball, tennis, soccer, NHL, WNBA, MLB, UFC and golf.

(1) Primarily relates to rights for NBA, college football (including bowl games and the College Football Playoff) and basketball, NFL, tennis, soccer, WWE, NHL, WNBA and golf.

Certain sports programming rights have payments that are variable based primarily on revenues and are not included in the table above.

(2) The table above excludes commitments related to our Star India businesses that are held for sale of approximately $ 4.5 billion primarily related to sports programming rights.

Legal Matters

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Plaintiffs seek unspecified damages, plus interest and costs and fees.

The Company intends to defend against the lawsuit vigorously and filed a motion to dismiss the complaint for failure to state a claim on December 21, 2023.

A hearing on the motion to dismiss was held on September 27, 2024.

The lawsuit is in the early stages and at this time we cannot reasonably estimate the amount of any possible loss.

Three shareholder derivative complaints have been filed.

The Company intends to defend against the lawsuit vigorously.

The Company filed a motion to dismiss the complaint for failure to state a claim on December 21, 2023, which was granted in part (dismissing the Section 20A claim against Iger) and otherwise denied on February 19, 2025.

On March 28, 2025, the Company filed a motion for judgment on the pleadings, which was denied on May 21, 2025.

The Company filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeal, which was denied on July 18, 2025.

The district court has set trial for August 17, 2027, and discovery is currently in progress.

At this time, we cannot reasonably estimate the amount of any possible loss.

Five shareholder derivative complaints have been filed and a sixth derivative complaint has been received by the Company.

The first, in which Hugues Gervat is the plaintiff, was filed on August 4, 2023, in the U.S.

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District Court for the Central District of California.

The fourth, in which Thomas Payne is the plaintiff, was filed on June 27, 2025, in the Court of Chancery in the District of Delaware.

The fifth, in which Martin Siegel is

the plaintiff, was filed on November 5, 2025, in the Delaware Court of Chancery.

The sixth, in which Balraj Paul, the Montini Family Trust, and Dorothy Keto are plaintiffs, was received by the Company on November 7, 2025, and is expected to be filed in the U.S.

District Court for the Central District of California.

Each named The Walt Disney Company as a nominal defendant and alleged claims on its behalf against the Company’s Chief Executive Officer, Robert Iger;

4 unchanged sentences

and Derica W.

Along with alleged violations of Sections 10(b), 14(a), 20(a), and Rule 10b-5 of the Securities Exchange Act, premised on similar allegations as the Securities Class Action, plaintiffs seek to recover under various theories including breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste.

On October 24, 2023, the Stourbridge action was voluntarily dismissed and, on November 16, 2023, was refiled in Delaware state court alleging analogous theories of liability based on state law.

On October 30, 2023, the Gervat action was stayed pending a ruling on the motion to dismiss filed in the Securities Class Action.

The Stourbridge action was likewise stayed under an order entered December 12, 2023 and the McAdams action was stayed under an order entered February 20, 2024.

The Gervat and McAdams actions were consolidated on April 29, 2024.

The Gervat/McAdams, Stourbridge, and Payne actions have been stayed pending development of the Securities Class Action.

The actions seek declarative and injunctive relief, an award of unspecified damages to The Walt Disney Company and other costs and fees.

The Company intends to defend against

these lawsuits vigorously.

The Company intends to defend against these lawsuits vigorously.

The lawsuits are in the early stages, and at this time we cannot reasonably estimate the amount of any possible loss.

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District Court for the Northern District of California against the Company on behalf of a putative class of certain subscribers to YouTube TV (the “Biddle Action”).

The plaintiffs in the Biddle Action asserted a claim under Section 1 of the Sherman Act based on allegations that Disney uses certain pricing and packaging provisions in its carriage agreements with virtual multichannel video distributors (“vMVPDs”) to increase prices for and reduce output of certain services offered by vMVPDs.

The plaintiffs in the Biddle Action asserted a claim under Section 1 of the Sherman Act based on allegations that Disney uses certain pricing and packaging provisions in its carriage agreements with vMVPDs to increase prices for and reduce output of certain services offered by vMVPDs.

On November 30, 2022, a second private antitrust putative class action lawsuit was filed in the U.S.

2 unchanged sentences

On September 30, 2023, the court issued an order granting in part and denying in part the Company’s motions to dismiss both cases and, on October 13, 2023, the court issued an order consolidating both cases.

On October 16, 2023, plaintiffs filed a consolidated amended putative class action complaint (the “Consolidated Complaint”).

The Consolidated Complaint asserts claims under Section 1 of the Sherman Act and certain Arizona, California, Florida, Illinois, Iowa, Massachusetts, Michigan, Nevada, New York, North Carolina, and Tennessee antitrust laws based on substantially similar allegations as the Biddle Action and the Fendelander Action.

On October 16, 2023, plaintiffs filed a consolidated amended class action complaint (the “Consolidated Complaint”).

The Consolidated Complaint asserts claims under Section 1 of the Sherman Act and certain Arizona, California, Florida, Illinois, Iowa, Massachusetts, Michigan, Nevada, New York, North Carolina, and Tennessee antitrust and consumer protection laws based on substantially similar allegations as the Biddle Action and the Fendelander Action.

The Consolidated Complaint seeks injunctive relief, unspecified money damages and costs and fees.

The Company intends to defend against the lawsuits vigorously and filed a motion to dismiss the Consolidated Complaint for failure to state a claim on December 1, 2023.

The Company filed a motion to dismiss the Consolidated Complaint for failure to state a claim on December 1, 2023.

The Company’s motion to dismiss the Consolidated Complaint was granted in part and denied in part on June 25, 2024.

On September 12, 2024, the Court entered a case management order setting, among other dates, Plaintiffs’ deadline to file their class certification motion on March 27, 2026.

The consolidated lawsuit is in the early stages, and at this time we cannot reasonably estimate the amount of any possible loss.

On February 20, 2024, a private antitrust lawsuit was filed in the U.S.

District Court for the Southern District of New York against the Company (including affiliates ESPN, Inc., ESPN Enterprises, Inc., and Hulu, LLC), Fox Corporation, and Warner Bros.

Discovery, Inc.

(collectively, “Defendants”), by fuboTV Inc.

and fuboTV Media Inc.

(together, “Fubo”).

Fubo asserts claims under Section 1 of the Sherman Act, Section 7 of the Clayton Act, and New York antitrust law based on the theories that (a) a planned joint venture between ESPN, Inc., Fox Corporation, and Warner Bros.

Discovery, Inc., which will distribute certain of Defendants’ linear networks to consumers (the “Sports Streaming JV”), will harm competition in alleged markets for the licensing of networks that offer live sports content and for streaming live pay tv, (b) certain alleged practices by which the Company and Fox Corporation license their networks to vMVPDs as a bundle increase prices and reduce output for services offered by vMVPDs, and (c) certain alleged pricing provisions in Defendants’ carriage agreements with YouTube TV and Hulu + Live TV, as well as in Hulu + Live TV’s carriage agreements with non-Defendant programmers, increase prices for services offered by vMVPDs.

On April 8, 2024, Fubo filed a motion for a preliminary injunction against Defendants to prevent the formation of the Sports Streaming JV.

On April 29, 2024, Fubo filed an amended complaint to add allegations of a purported market for “skinny sports bundles”, which Fubo claims the Sports Streaming JV will monopolize after its launch.

After a hearing on Fubo’s motion for preliminary injunction, the district court granted Fubo’s motion on August 16, 2024, and enjoined the launch of the joint venture.

On August 19, 2024, Defendants filed a notice of appeal to the United States Court of Appeals for the Second Circuit from the order for a preliminary injunction.

The United States Court of Appeals for the Second Circuit has granted Defendants’ motion to expedite the appeal.

Fubo further seeks injunctive relief, unspecified money damages and costs and fees.

On September 26, 2024, the Company filed a motion to dismiss Fubo’s claims brought under Section 1 of the Sherman Act and New York antitrust law, unrelated to the joint venture.

The district court has set trial on all claims for October 6, 2025.

The Company intends to defend against the lawsuit vigorously and at this time we cannot reasonably estimate the amount of any possible loss.

In May 2024, the Company and NBCU entered into a confidential arbitration to resolve a dispute regarding the contractual appraisal process related to the determination of Hulu’s equity fair value, in which the parties seek declaratory relief, equitable relief and unspecified damages.

See Note 2 for a more detailed discussion of the arbitration and the determination of Hulu’s equity fair value.

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses.

On September 12, 2024, the Court entered a case management order setting, among other dates, plaintiffs’ deadline to file their class certification motion for March 27, 2026 .

On January 14, 2025, a private antitrust putative class action lawsuit was filed in the U.S.

District Court for the Southern District of New York against the Company on behalf of a putative class of certain subscribers to fuboTV (the “Unger Action”), making similar allegations to those in the now-consolidated Biddle and Fendelander Actions (Biddle/Fendelander Action).

The plaintiffs in the Unger Action also alleged that Disney impermissibly bundles ESPN with other Disney networks and unjustly enriched itself.

The Unger Action has since been transferred to the Northern District of California with the court finding it related to the Biddle/Fendelander Action.

The Unger plaintiffs filed an amended complaint on April 28, 2025, adding a named plaintiff and alleging essentially the same antitrust theories under the Sherman Act and the antitrust and consumer protection laws of thirty-seven states, the District of Columbia and Puerto Rico.

The Unger plaintiffs seek damages and injunctive relief, including an injunction requiring the Company to segregate or divest any interest in Fubo and Hulu, or in the alternative, business assets relating to Fubo and Hulu + Live TV.

On May 30, 2025, the plaintiffs in the Biddle/Fendelander Action filed a proposed Second Consolidated Amended Complaint, adding a class of fuboTV subscribers, a Clayton Act § 7 claim challenging the Company’s acquisition of fuboTV on behalf of fuboTV subscribers, and a claim under Sherman Act § 2.

On June 5, 2025, the Company and plaintiffs in the Biddle/Fendelander Action reached a settlement in principle to settle all claims on behalf of all YouTube TV, DirecTV Stream and fuboTV subscribers for an amount that is not material for the Company.

The settlement was contingent on Plaintiffs’ Counsel in the Biddle/Fendelander Action (Biddle/Fendelander Counsel) obtaining or having authority to settle claims on behalf of all three subscriber classes, Court approval, and other contingencies.

On June 10, 2025, the Court issued an order consolidating the Unger Action with the Biddle/Fendelander Action.

On July 21, 2025, the Court issued an order appointing Biddle/Fendelander Counsel to serve as interim lead counsel for the putative classes of YouTube TV and DirecTV Stream subscribers, and Unger Counsel to serve as interim lead counsel for the putative class of fuboTV subscribers, thereby resulting in Biddle/Fendelander Counsel not having authority to settle on behalf of the three putative classes of subscribers as required by the settlement in principle.

At a joint mediation held on October 3, 2025, the Company and plaintiffs in the Biddle/Fendelander Action reached a settlement in principle to settle all claims on behalf of all YouTube TV and DirecTV Stream subscribers for an amount that is not material for the Company.

The settlement is contingent on Biddle/Fendelander Counsel obtaining Court approval and other contingencies, and the settling parties intend to present a long-form settlement agreement to the Court for approval in early December 2025.

The Company and Unger Counsel did not reach a settlement at the October 3, 2025 mediation, but agreed to continue exploring a resolution of the claims in the Unger Action.

At a status conference on the Biddle/Fendelander and Unger Actions on October 8, 2025, the Court set a preliminary-approval hearing on the proposed settlement of the Biddle/Fendelander Action for December 10, 2025 and set a follow-up status conference in the Unger Action for December 4, 2025.

If the Company and Unger Counsel are unable to reach a satisfactory settlement, the Company intends to defend against the lawsuit vigorously.

At this time, we cannot reasonably estimate the amount of any possible loss in the Unger Action.

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal actions involving copyright, patent, breach of contract and various other claims incident to the conduct of its businesses.

Management does not believe that the Company has incurred a probable material loss by reason of any of those actions.

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If it is reasonably certain that a renewal or termination option will be exercised, the exercise of the option is considered in calculating the term of the lease.

As of September 28, 2024, our operating leases have a weighted-average remaining lease term of approximately 10 years, and our finance leases have a weighted-average remaining lease term of approximately 35 years.

The weighted-average incremental borrowing rate is 4.0 % and 6.7 %, for our operating leases and finance leases, respectively.

At September 28, 2024, total estimated future lease payments for non-cancelable lease agreements that have not commenced are not material.

As of September 27, 2025 and September 28, 2024, our operating leases had a weighted-average remaining lease term of approximately 11 years and 10 years, respectively, and our finance leases had a weighted-average remaining lease term of approximately 39 years and 35 years, respectively.

As of September 27, 2025 and September 28, 2024, the weighted-average incremental borrowing rate for our operating leases was 4.1 % and 4.0 %, respectively, and for our finance leases was 6.8 % and 6.7 %, respectively.

At both September 27, 2025 and September 28, 2024, total estimated future lease payments for non-cancelable lease agreements that have not commenced were not material.

The Company’s operating and finance right-of-use assets and lease liabilities are as follows:

29 unchanged sentences

Total $ 974 $ 933 $ 770

Non-cash additions to right-of-use assets for fiscal 2025, 2024 and 2023 were $ 0.4 billion, $ 0.3 billion and $ 1.0 billion, respectively.

Future minimum lease payments, as of September 27, 2025, are as follows:

22 unchanged sentences

Total recorded at fair value $ — $ ( 1,447 ) $ — $ ( 1,447 )

Fair value of borrowings $ — $ 42,392 $ 1,317 $ 43,709

Fair value of borrowings (see carrying value in Note 8)

$ — $ 36,976 $ 2,111 $ 39,087

Fair Value Measurement at September 28, 2024

8 unchanged sentences

Total recorded at fair value $ — $ ( 1,489 ) $ — $ ( 1,489 )

Fair value of borrowings $ — $ 40,123 $ 1,333 $ 41,456

Fair value of borrowings (see carrying value in Note 8)

$ — $ 42,392 $ 1,317 $ 43,709

The fair value of Level 2 investments are primarily determined based on an internal valuation model that uses observable inputs such as stock trading price, volatility and risk free rate.

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dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.

Level 3 borrowings include the Asia Theme Park borrowings, which are valued based on the current borrowing cost and credit risk of the Asia Theme Parks as well as prevailing market interest rates.

Level 3 borrowings include the Asia Theme Parks and cruise ship borrowings, which are valued based on the current estimated borrowing cost, prevailing market interest rates and applicable credit risk.

The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable.

3 unchanged sentences

These assets are evaluated when certain triggering events occur (including a decrease in estimated future cash flows) that indicate their carrying amounts may not be recoverable.

In the second and fourth quarters of fiscal 2024 and the fourth quarter of fiscal 2023, the Company recorded impairment charges as disclosed in Notes 4 and 18.

In fiscal 2025, fiscal 2024 and fiscal 2023, the Company recorded impairment charges as disclosed in Notes 4 and 18.

Fair value was determined using estimated discounted future cash flows, which is a Level 3 valuation technique (see Note 2 for a discussion of the more significant inputs used in our discounted cash flow analysis).

6 unchanged sentences

At September 27, 2025, the Company’s balances (excluding money market funds) with individual financial institutions that exceeded 10% of the Company’s total cash and cash equivalents were 21 % of total cash and cash equivalents.

At September 30,

2023, the Company had no balances (excluding money market funds) with financial institutions that exceeded 10% of the Company’s total cash and cash equivalents.

At September 28, 2024, the Company’s balances (excluding money market funds) with individual financial institutions that exceeded 10% of the Company’s total cash and cash equivalents were 24 % of total cash and cash equivalents.

The Company’s trade receivables and financial investments do not represent a significant concentration of credit risk at September 27, 2025 due to the wide variety of customers and markets in which the Company’s products are sold, the dispersion of our customers across geographic areas and the diversification of the Company’s portfolio among financial institutions.

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Counterparty netting ( 260 ) ( 517 ) 378 399

Cash collateral (received) paid ( 27 ) — 679 —

Cash collateral paid

Net derivative positions $ 15 $ 118 $ ( 291 ) $ ( 61 )

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Borrowings hedged with pay-floating swaps ( 182 ) ( 799 ) 14

Benefit (expense) associated with interest accruals on pay-floating swaps

Expense associated with interest accruals on pay-floating swaps

( 396 ) ( 611 ) ( 510 )

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dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment.

The principal currencies hedged are the euro, Canadian dollar, Japanese yen, British pound and Chinese yuan.

The principal currencies hedged are the euro, British pound, Japanese yen, Mexican peso and Canadian dollar.

Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S.

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Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions.

Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months total $ 99 million.

Net deferred losses recorded in AOCI for contracts that will mature in the next twelve months total $ 254 million.

The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:

2 unchanged sentences

$ 17 $ ( 97 ) $ ( 136 )

Gain (loss) reclassified from AOCI into the Statement of Operations (1)

Gain reclassified from AOCI into the Statement of Operations (1)

(1) Primarily recorded in revenue.

2 unchanged sentences

The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross-currency swap.

As of both September 28, 2024 and September 30, 2023, the total notional amount of the Company’s designated cross-currency swaps

was Canadian $ 1.3 billion ($ 1.0 billion).

As of both September 28, 2024 and September 30, 2023, the Company also had Canadian $ 1.3 billion ($ 0.9 billion) in cross-currency swaps, which were not designated as hedges and matured in October 2024.

As of both September 27, 2025 and September 28, 2024, the total notional amount of the Company’s designated cross-currency swaps was Canadian $ 1.3 billion ($ 0.9 billion).

The related gains or losses recognized in earnings for the fiscal years ended 2025, 2024 and 2023 were not material.

1 unchanged sentence

The net notional amount of these foreign exchange contracts (including our non-designated cross-currency swaps) at September 27, 2025 and September 28, 2024 were $ 3.0 billion and $ 3.4 billion, respectively.

The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Consolidated Statements of Income:

Costs and expenses

Interest expense, net Income taxes on continuing operations

2024 2023 2022 2024 2023 2022 2024 2023 2022

Net gains (losses) on foreign currency denominated assets and liabilities

$ ( 63 ) $ ( 37 ) $ ( 685 ) $ ( 6 ) $ ( 15 ) $ 82 $ ( 65 ) $ ( 91 ) $ 212

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

( 72 ) ( 159 ) 547 ( 6 ) 10 ( 82 ) 42 64 ( 208 )

Net gains (losses)

$ ( 135 ) $ ( 196 ) $ ( 138 ) $ ( 12 ) $ ( 5 ) $ — $ ( 23 ) $ ( 27 ) $ 4

The related gains or losses recognized in costs and expenses on foreign exchange contracts that mitigated our exposure with respect to foreign currency denominated assets and liabilities for the years ended September 27, 2025 and September 28, 2024 were not material.

Commodity Price Risk Management

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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 $ 1.1 billion and $ 1.6 billion at September 28, 2024 and September 30, 2023, respectively.

The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty was $ 0.9 billion and $ 1.1 billion at September 27, 2025 and September 28, 2024, respectively.

18 Restructuring and Impairment Charges

1 unchanged sentence

2025 2024 2023

Star India - see Note 4

Equity investments

$ 635 $ 158 $ 141

Content 109 187 2,577

Other 576 594 237

Star India - see Note 4

Restructuring and impairment charges $ 819 $ 3,595 $ 3,892

In fiscal 2024, we recorded non-cash impairment charges totaling $ 1.5 billion related to the Star India Transaction.

In the second quarter of fiscal 2024, as a result of Star India assets and liabilities being classified as held for sale, they were removed from the entertainment goodwill reporting units along with a proportional amount of goodwill.

As a result, we evaluated the residual goodwill at our entertainment DTC services and linear networks reporting units for impairment.

Star sports was a standalone reporting unit which did not have any goodwill.

In the fourth quarter of fiscal 2024, the Company performed a quantitative goodwill impairment test as part of our annual goodwill impairment assessment.

These evaluations resulted in non-cash goodwill impairment charges of $ 0.7 billion and $ 0.6 billion at our entertainment linear networks reporting unit in the second and fourth quarters of fiscal 2024, respectively.

Goodwill was not impaired at the entertainment DTC services reporting unit.

In addition, as a result of our annual goodwill impairment assessment in fiscal 2023, we recorded non-cash goodwill impairment charges related to our entertainment and international sports linear networks reporting units of $ 0.7 billion.

We recorded charges of $ 0.2 billion and $ 2.6 billion, in fiscal 2024 and fiscal 2023, respectively, as a result of our strategic changes in approach to content curation.

The fiscal 2024 charges related to the removal of produced content from our entertainment linear networks and DTC services.

The fiscal 2023 charges included $ 2.0 billion related to the removal of produced content from our entertainment DTC services and $ 0.6 billion related to the termination of certain third-party license agreements for the right to use content primarily on our entertainment DTC services.

We paid approximately $ 0.4 billion of cash to terminate these license agreements.

In fiscal 2024, the Company recorded charges of $ 0.3 billion for asset impairments at our retail business, $ 0.2 billion for impairments of equity investments and $ 0.1 billion of severance.

In fiscal 2023, the Company recorded charges of $ 0.4 billion of severance, $ 0.1 billion for impairment of an equity investment and $ 0.1 billion for exiting our businesses in Russia.

In fiscal 2022, the Company recorded charges of $ 0.2 billion, primarily due to asset impairments related to exiting our businesses in Russia.

In fiscal 2025, the Company recorded charges of $ 0.6 billion for impairments of A+E and Tata Play Limited.

We recorded charges of $ 0.1 billion, $ 0.2 billion and $ 2.6 billion, in fiscal 2025, 2024 and 2023, respectively, as a result of strategic changes in our approach to content curation primarily for streaming.

In fiscal 2024 and 2023, we recorded goodwill impairment charges of $ 1.3 billion and $ 0.7 billion, respectively, related to the entertainment linear networks reporting unit.

In fiscal 2024, the Company recorded charges of $ 0.3 billion for asset impairments at our retail business and $ 0.1 billion of severance.

In fiscal 2023, the Company recorded charges of $ 0.4 billion for severance and $ 0.1 billion for exiting our businesses in Russia.

19 New Accounting Pronouncements and Other Disclosure Rules

Accounting Pronouncements Adopted in Fiscal 2025

Improvements to Reportable Segments Disclosures

In November 2023, the Financial Accounting Standards Board (FASB) issued guidance to enhance reportable segment disclosures by requiring the disclosure of significant expenses that are regularly provided to the chief operating decision maker (CODM) and included in the segment’s measure of profit or loss.

In November 2023, the FASB issued guidance to enhance segment reporting by requiring the disclosure of significant expenses that are regularly provided to the chief operating decision maker (CODM) and included in the segment’s measure of profit or loss.

It also requires an explanation of how the CODM uses the segment’s measure of profit or loss to assess segment performance and allocate resources.

The guidance is effective for the Company for annual periods beginning in fiscal year 2025 and for interim periods beginning in fiscal year 2026 and requires retrospective adoption.

The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

The Company adopted the new guidance retrospectively in the fourth quarter of fiscal 2025.

The adoption did not have an effect on our financial statements, but resulted in incremental disclosures about significant segment expenses in the segment information footnote.

See Note 1 for additional information.

Accounting Pronouncements Not Yet Adopted

Improvements to Income Tax Disclosures

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state and foreign, with further disaggregation by jurisdiction if certain thresholds are met, and eliminates certain disclosures related to uncertain tax benefits.

The guidance is effective for annual periods beginning with the Company’s 2026 fiscal year (with early adoption permitted).

The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

Disaggregation of Income Statement Expense

In November 2024, the FASB issued guidance that requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item.

The new guidance is applicable to annual periods beginning with the Company’s 2026 fiscal year.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance that requires the disclosure of additional information related to certain amounts included in each consolidated income statement expense line item, such as inventory purchases, employee compensation, and depreciation and amortization.

The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses.

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The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

Enhancement and Standardization of Climate-Related Disclosures

In March 2024, the Securities and Exchange Commission adopted new rules that will require disclosure of:

• Certain climate-related information including climate-related risks, targets, and goals that are reasonably likely to have a material impact, as applicable, on a company’s strategy, business, results of operations or financial condition;

• Certain greenhouse gas emissions, if material;

• Certain financial information regarding the effects of severe weather events and other natural conditions within the notes to the financial statements

The new rules are applicable to annual reporting periods and will be phased in beginning with the Company’s 2026 fiscal year.

In April 2024, given pending legal challenges, the Securities and Exchange Commission issued an order to voluntarily stay the new rules.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued guidance to modernize the accounting for internal-use software by removing references to various stages of software development projects so that the guidance is neutral to different software development methods and by clarifying that software cost capitalization begins when management has authorized and committed to funding, and it is probable the software will be completed and perform its intended use.

The guidance is effective for the Company beginning with the first quarter of fiscal 2029.

The new guidance is not expected to have a material impact on our financial statements.

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What changed 10-K

Item 9A. Controls and Procedures