What changed in this filing

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Item 1. Financial Statements

2026-02-02 compared with 2025-08-06 · 266 added, 507 removed, 587 unchanged (57% of the section changed)

3 unchanged sentences

in millions, except per share data)

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Services $ 23,206 $ 22,048

10 unchanged sentences

Restructuring and impairment charges — ( 143 )

Other expense

— ( 65 ) — ( 65 )

Interest expense, net ( 275 ) ( 367 )

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Net income $ 2,484 $ 2,644

2 unchanged sentences

Pension and postretirement medical plan adjustments

25 ( 20 ) 68 ( 65 )

Foreign currency translation and other

207 ( 32 ) 813 23

Other comprehensive income (loss) ( 159 ) 46 599 ( 148 )

Other comprehensive income

Comprehensive income 2,525 3,583

2 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interests

( 13 ) 9 51 ( 14 )

Comprehensive income attributable to Disney $ 2,416 $ 3,565

39 unchanged sentences

Accumulated other comprehensive loss ( 2,900 ) ( 2,914 )

Treasury stock, at cost, 71 million shares at June 28, 2025 and 47 million shares at September 28, 2024

Treasury stock, at cost, 97 million shares at December 27, 2025 and 79 million shares at September 27, 2025

( 9,492 ) ( 7,441 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

2025 June 29,

Quarter Ended

2025 December 28,

OPERATING ACTIVITIES

1 unchanged sentence

Depreciation and amortization 1,316 1,276

Impairments of goodwill, produced and licensed content and other assets 419 2,038

Deferred income taxes 525 25

13 unchanged sentences

Investments in parks, resorts and other property ( 3,013 ) ( 2,466 )

Purchase of investments

( 98 ) ( 1,006 )

Other, net 276 ( 109 )

6 unchanged sentences

Reduction of borrowings ( 887 ) ( 951 )

Dividends ( 905 ) ( 549 )

Repurchases of common stock ( 2,034 ) ( 794 )

Acquisition of redeemable noncontrolling interests

( 439 ) ( 8,610 )

Other, net ( 164 ) ( 140 )

Cash used in financing activities

Cash provided by (used in) financing activities

1,984 ( 997 )

13 unchanged sentences

Interests (2)

Balance at March 29, 2025 1,801 $ 59,199 $ 53,733 $ ( 2,877 ) $ ( 5,716 ) $ 104,339 $ 4,427 $ 108,766

Comprehensive income (loss)

— — 5,262 ( 172 ) — 5,090 217 5,307

Equity compensation activity 3 315 — — — 315 — 315

Common stock repurchases

( 7 ) — — — ( 711 ) ( 711 ) — ( 711 )

Distributions and other — 1 114 — ( 3 ) 112 ( 33 ) 79

Balance at June 28, 2025 1,797 $ 59,515 $ 59,109 $ ( 3,049 ) $ ( 6,430 ) $ 109,145 $ 4,611 $ 113,756

Balance at March 30, 2024 1,826 $ 58,028 $ 46,649 $ ( 3,509 ) $ ( 1,916 ) $ 99,252 $ 4,511 $ 103,763

Comprehensive income (loss)

— — 2,621 55 — 2,676 246 2,922

Equity compensation activity 4 233 — — — 233 — 233

Dividends — — 5 — — 5 — 5

Common stock repurchases

( 14 ) — — — ( 1,522 ) ( 1,522 ) — ( 1,522 )

Distributions and other — ( 9 ) ( 2 ) — ( 11 ) ( 22 ) ( 76 ) ( 98 )

Balance at June 29, 2024 1,816 $ 58,252 $ 49,273 $ ( 3,454 ) $ ( 3,449 ) $ 100,622 $ 4,681 $ 105,303

(1) Shares are net of treasury shares.

(2) Excludes redeemable noncontrolling interests.

See Notes to Condensed Consolidated Financial Statements

THE WALT DISNEY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Nine Months Ended

Equity Attributable to Disney

Common Stock Retained Earnings

Comprehensive

(Loss) Treasury Stock Total Disney Equity

Non-controlling Interests (2)

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

5 unchanged sentences

( 18 ) — — — ( 2,034 ) ( 2,034 ) — ( 2,034 )

Acquisition of Fubo

— 646 — — — 646 702 1,348

Distributions and other — ( 1 ) 3 — ( 17 ) ( 15 ) ( 22 ) ( 37 )

Balance at June 28, 2025 1,797 $ 59,515 $ 59,109 $ ( 3,049 ) $ ( 6,430 ) $ 109,145 $ 4,611 $ 113,756

Balance at December 27, 2025 1,776 $ 60,704 $ 60,164 $ ( 2,900 ) $ ( 9,492 ) $ 108,476 $ 5,532 $ 114,008

Balance at September 28, 2024 1,812 $ 58,592 $ 49,722 $ ( 3,699 ) $ ( 3,919 ) $ 100,696 $ 4,826 $ 105,522

Comprehensive income (loss)

— — 4,512 ( 162 ) — 4,350 556 4,906

Comprehensive income — — 2,554 1,011 — 3,565 18 3,583

Equity compensation activity 5 276 — — — 276 — 276

1 unchanged sentence

Common stock repurchases

( 7 ) — — — ( 794 ) ( 794 ) — ( 794 )

Distributions and other — — ( 1 ) — ( 2 ) ( 3 ) ( 38 ) ( 41 )

Balance at June 29, 2024 1,816 $ 58,252 $ 49,273 $ ( 3,454 ) $ ( 3,449 ) $ 100,622 $ 4,681 $ 105,303

Balance at December 28, 2024 1,810 $ 58,868 $ 50,468 $ ( 2,688 ) $ ( 4,715 ) $ 101,933 $ 4,806 $ 106,739

(1) Shares are net of treasury shares.

8 unchanged sentences

We believe that we have included all normal recurring adjustments necessary for a fair statement of the results for the interim period.

Operating results for the nine months ended June 28, 2025 are not necessarily indicative of the results that may be expected for the year ending September 27, 2025.

Operating results for the quarter ended December 27, 2025 are not necessarily indicative of the results that may be expected for the year ending October 3, 2026.

The terms “Company,” “Disney,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company, The Walt Disney Company, as well as the subsidiaries through which its various businesses are actually conducted.

These financial statements should be read in conjunction with the Company’s 2025 Annual Report on Form 10-K.

Effective October 29, 2025, the Company included FuboTV Inc.

(Fubo), a publicly traded virtual multi-channel video programming distributor (vMVPD), in the Company’s Condensed Consolidated Financial Statements.

See Note 4 for additional information.

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

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

Variable Interest Entities

12 unchanged sentences

The Company’s operations are reported in three segments:

Entertainment, Sports and Experiences, for which separate financial information is evaluated regularly by the Chief Executive Officer to allocate resources and assess performance.

Entertainment, Sports and Experiences, for which separate financial information, including segment revenue and operating income, is evaluated regularly by the Chief Executive Officer, the Chief Operating Decision Maker, to allocate resources and assess performance.

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

Segment operating income generally includes equity in the income of investees, except for our India joint venture, and excludes amortization of intangible assets and the fair value step-up for film and television costs recognized in connection with the acquisition of TFCF Corporation (TFCF) and Hulu LLC (Hulu) 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 operating income

THE WALT DISNEY COMPANY

1 unchanged sentence

tabular dollars in millions, except for per share data)

Segment revenues and segment operating income are as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

generally includes equity in the income of investees, except for our India joint venture, and excludes amortization of intangible assets and impacts from fair value adjustments recognized in connection with the fiscal 2019 acquisition of TFCF Corporation (TFCF) and Hulu LLC (Hulu) and business acquisitions occurring after fiscal 2025 (Acquisition Amortization).

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

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

Quarter Ended

2025 December 28,

Entertainment

2 unchanged sentences

11,609 10,872

10,704 10,580 32,258 30,357

Third parties 4,521 4,514

Amounts eliminated in consolidation

337 267 1,040 879

4,308 4,558 13,692 13,705

Experiences 10,006 9,415

8 unchanged sentences

(1) Equity in the income of investees is included in segment operating income as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Entertainment $ 118 $ 118

Sports 26 26 54 45

Equity in the income of investees included in segment operating income 121 128

1 unchanged sentence

( 28 ) ( 33 )

Amortization of TFCF intangible assets related to an equity investee

Acquisition Amortization related to an equity investee

Equity in the income of investees

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Quarter Ended

Information about significant segment expenses December 27,

2025 December 28,

Entertainment

Programming and production costs $ 6,314 $ 5,475

Other segment operating expenses (1)

Selling, general, administrative and other 2,626 2,294

Depreciation and amortization 218 178

Total Entertainment costs and expenses 10,627 9,287

Programming and production costs 4,132 4,043

Other segment operating expenses (2)

Selling, general, administrative and other 308 310

Depreciation and amortization 24 10

Total Sports costs and expenses 4,721 4,613

Operating labor 2,285 2,164

Infrastructure costs 846 801

Costs of goods sold and distribution costs 943 929

Other segment operating expenses (3)

Selling, general, administrative and other 962 948

Depreciation and amortization 759 679

Total Experiences costs and expenses 6,697 6,305

Eliminations (4)

( 543 ) ( 447 )

Equity in the income of investees, net $ 75 $ 146 $ 203 $ 468

Corporate and unallocated shared expenses 304 460

Acquisition Amortization (5)

Total costs and expenses $ 22,106 $ 20,612

(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, processing fees and entertainment offerings.

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

The offset is included in Entertainment programming and production costs.

(5) Excludes Acquisition Amortization of intangible assets related to equity investees.

THE WALT DISNEY COMPANY

2 unchanged sentences

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

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Segment operating income $ 4,600 $ 5,060

1 unchanged sentence

Equity in the loss of India joint venture

Restructuring and impairment charges (1)

( 28 ) ( 33 )

Other expense (2)

— ( 65 ) — ( 65 )

Restructuring and impairment charges (1)

Interest expense, net ( 275 ) ( 367 )

TFCF and Hulu Acquisition Amortization (3)

Acquisition Amortization (2)

( 300 ) ( 397 )

Income before income taxes $ 3,693 $ 3,660

(1) See Note 16 for a discussion of amounts in restructuring and impairment charges.

(2) “Other expense” for the quarter and nine months ended June 29, 2024 reflected a charge of $ 65 million related to a legal ruling.

(3) TFCF and Hulu Acquisition Amortization is as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

(1) In the prior-year quarter, the Company recorded a $ 143 million loss in connection with the Star India Transaction.

(2) Acquisition Amortization is as follows:

Quarter Ended

2025 December 28,

Amortization of intangible assets $ 236 $ 327

Step-up of film and television costs 64 67

Intangibles related to a TFCF equity investee

$ 395 $ 397 $ 1,188 $ 1,282

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

Entertainment Sports Experiences Total

Balance at September 28, 2024 $ 51,290 $ 16,486 $ 5,550 $ 73,326

Currency translation adjustments and other, net ( 12 ) — — ( 12 )

Balance at June 28, 2025 $ 51,278 $ 16,486 $ 5,550 $ 73,314

Intangibles related to an equity investee

The following table presents revenues by segment and major source:

Quarter Ended June 28, 2025

Quarter Ended December 27, 2025

Entertainment Sports Experiences Eliminations Total

Subscription fees $ 5,215 $ 415 $ — $ — $ 5,630

Affiliate fees 1,550 2,484 — ( 315 ) 3,719

Advertising 1,641 1,148 — — 2,789

Theme park admissions — — 2,996 — 2,996

Resorts and vacations

— — 2,373 — 2,373

Retail and wholesale sales of merchandise, food and beverage — — 2,397 — 2,397

Merchandise licensing 149 — 726 — 875

TV/VOD and home entertainment distribution

878 84 — — 962

Theatrical distribution licensing 820 — — — 820

Other 451 177 594 ( 133 ) 1,089

Subscription and affiliate fees

$ 7,250 $ 2,983 $ — $ ( 416 ) $ 9,817

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Quarter Ended June 29, 2024

Entertainment Sports Experiences Eliminations Total

Subscription fees $ 4,729 $ 414 $ — $ — $ 5,143

Affiliate fees 1,726 2,571 — ( 291 ) 4,006

Advertising 1,775 1,477 — — 3,252

4 unchanged sentences

Merchandise licensing 193 — 944 — 1,137

TV/VOD and home entertainment distribution

Content sales

1,936 60 — — 1,996

Theatrical distribution licensing 724 — — — 724

Other 455 389 610 ( 127 ) 1,327

$ 11,609 $ 4,909 $ 10,006 $ ( 543 ) $ 25,981

Nine Months Ended June 28, 2025

Quarter Ended December 28, 2024

Entertainment Sports Experiences Eliminations Total

Subscription fees $ 15,495 $ 1,270 $ — $ — $ 16,765

Affiliate fees 4,848 7,766 — ( 968 ) 11,646

Advertising 5,137 3,647 — — 8,784

Theme park admissions — — 9,002 — 9,002

Resorts and vacations

— — 6,953 — 6,953

Retail and wholesale sales of merchandise, food and beverage — — 7,302 — 7,302

Merchandise licensing 462 — 2,357 — 2,819

TV/VOD and home entertainment distribution

2,769 212 — — 2,981

Theatrical distribution licensing 2,108 — — — 2,108

Other 1,439 797 1,776 ( 411 ) 3,601

Subscription and affiliate fees

$ 6,720 $ 3,057 $ — $ ( 321 ) $ 9,456

Nine Months Ended June 29, 2024

Entertainment Sports Experiences Eliminations Total

Subscription fees $ 14,041 $ 1,246 $ — $ — $ 15,287

Affiliate fees 5,251 7,918 — ( 883 ) 12,286

Advertising 1,898 1,342 — — 3,240

4 unchanged sentences

Merchandise licensing 165 — 927 — 1,092

TV/VOD and home entertainment distribution

Content sales

1,585 78 — — 1,663

Theatrical distribution licensing 1,098 — — — 1,098

Other 504 373 608 ( 126 ) 1,359

4 unchanged sentences

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

Quarter Ended June 28, 2025

Entertainment Sports Experiences Eliminations Total

Americas $ 8,569 $ 4,218 $ 6,824 $ ( 448 ) $ 19,163

Europe 1,580 72 1,177 — 2,829

Asia Pacific 555 18 1,085 — 1,658

Total revenues $ 10,704 $ 4,308 $ 9,086 $ ( 448 ) $ 23,650

Quarter Ended June 29, 2024

Entertainment Sports Experiences Eliminations Total

Americas $ 8,222 $ 4,190 $ 6,250 $ ( 369 ) $ 18,293

Europe 1,427 75 1,070 — 2,572

Asia Pacific 931 293 1,066 — 2,290

Total revenues $ 10,580 $ 4,558 $ 8,386 $ ( 369 ) $ 23,155

Nine Months Ended June 28, 2025

Quarter Ended December 27, 2025

Entertainment Sports Experiences Eliminations Total

3 unchanged sentences

Total revenues $ 11,609 $ 4,909 $ 10,006 $ ( 543 ) $ 25,981

Nine Months Ended June 29, 2024

Quarter Ended December 28, 2024

Entertainment Sports Experiences Eliminations Total

4 unchanged sentences

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

For the quarter ended June 28, 2025, $ 0.3 billion was recognized related to performance obligations satisfied as of March 29, 2025.

For the nine months ended June 28, 2025, $ 0.8 billion was recognized related to performance obligations satisfied as of September 28, 2024.

For the quarter ended June 29, 2024, $ 0.3 billion was recognized related to performance obligations satisfied as of March 30, 2024.

For the nine months ended June 29, 2024, $ 0.8 billion was recognized related to performance obligations satisfied as of September 30, 2023.

As of June 28, 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, direct-to-consumer (DTC) wholesalers, sports sublicensees and television station affiliates.

For the quarter ended December 27, 2025, $ 0.3 billion was recognized related to performance obligations satisfied as of September 27, 2025.

For the quarter ended December 28, 2024, $ 0.3 billion was recognized related to performance obligations satisfied as of September 28, 2024.

As of December 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, wholesalers of SVOD streaming services, television station affiliates and sports sublicensees.

Of this amount, we expect to recognize approximately $ 5 billion in the remainder of fiscal 2026, $ 4 billion in fiscal 2027, $ 3 billion in fiscal 2028 and $ 4 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 or (ii) licenses of IP that are solely based on the sales of the licensee.

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

Consideration due under contracts with payment in arrears is recognized as accounts receivable.

Deferred revenues are recognized as (or when) the Company performs under the contract.

The Company’s contract assets and activity for the current and prior-year periods were not material.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Accounts receivable and deferred revenues from contracts with customers are as follows:

7 unchanged sentences

Non-current 731 785

For the quarter and nine months ended June 28, 2025, the Company recognized revenue of $ 0.5 billion and $ 5.0 billion, respectively, that was included in the September 28, 2024 deferred revenue balance.

For the quarter and nine months ended June 29, 2024, the Company recognized revenue of $ 0.5 billion and $ 4.8 billion, respectively, that was included in the September 30, 2023 deferred revenue balance.

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

We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions and reasonable and supportable forecasts of future economic conditions.

In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The Company has accounts receivable of $ 1.0 billion at both June 28, 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 the periods ended June 28, 2025 and September 28, 2024 were not material.

For the quarter ended December 27, 2025, the Company recognized revenue of $ 3.6 billion that was included in the September 27, 2025 deferred revenue balance.

For the quarter ended December 28, 2024, the Company recognized revenue of $ 3.6 billion that was included in the September 28, 2024 deferred revenue balance.

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

Acquisitions and Dispositions

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 June 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 Condensed Consolidated Statements of Income in the third quarter of fiscal 2025.

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.

At the close of the transaction, 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 Condensed Consolidated Statements of Income in the third quarter of fiscal 2025.

On January 6, 2025, the Company and fuboTV Inc.

(Fubo), a publicly traded virtual multichannel video distributor (vMVPD), entered into a definitive agreement to combine certain of Hulu Live TV’s 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).

As a result, the Company will have a 70 % interest in Fubo and the right to appoint a majority of Fubo’s Board of Directors, with the remaining 30 % interest retained by Fubo shareholders.

The Fubo Transaction is expected to close in the first half of fiscal 2026, subject to customary closing conditions, including regulatory approvals and approval by Fubo shareholders.

If closing has not occurred by April 2026 (extended to October 2026 if all other closing conditions, except those relating to regulatory approvals, have been satisfied), the Company or Fubo may terminate the transaction.

A $ 130 million termination fee will be payable by the Company to Fubo if the transaction

NFL media assets

In January 2026, ESPN acquired NFL Network and certain other media assets owned and controlled by NFL Enterprises LLC, including the NFL RedZone channel’s pay TV distribution and NFL Fantasy (collectively the Specified Assets), from NFL Enterprises LLC in exchange for a 10 % noncontrolling interest of ESPN (the NFL Transaction).

This transaction will allow the Company to expand audience reach, increase accessibility and flexibility for consumers, drive innovation, and offer more high-quality content at competitive prices.

As a result of the NFL Transaction, the Company has an effective 72 % interest in ESPN, with Hearst Corporation (Hearst) and NFL Enterprises LLC holding 18 % and 10 %, respectively.

After July 2034,

THE WALT DISNEY COMPANY

1 unchanged sentence

tabular dollars in millions, except for per share data)

is terminated under certain circumstances, including due to the Company’s breach of the definitive agreement or the failure to obtain certain regulatory approvals.

A $ 50 million termination fee will be payable by Fubo to the Company if the transaction is terminated under certain other circumstances, including if Fubo shareholders do not approve the transaction under certain conditions.

Upon completion of the Fubo Transaction, the Company will be the exclusive distributor of the Hulu Live TV service under a five year distribution agreement and will pay a wholesale fee to Fubo based on Fubo’s cost to program Hulu Live TV.

In addition, the Company will sell advertising for the Hulu Live TV service and Fubo platform for a fee.

In addition, the Company, Fox Corporation (Fox) and Warner Bros.

Discovery, Inc.

(WBD) reached a settlement with Fubo related to Fubo’s antitrust claims (see Note 13 for additional detail) and collectively paid $ 220 million to Fubo in January 2025.

Fox and WBD have also agreed to reimburse a portion of the $ 130 million termination fee to the Company if it becomes payable.

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

If the Company funds the Fubo Term Loan and the Fubo Transaction is not consummated, Fox and WBD will participate in a portion of the Fubo Term Loan by providing loans to the Company with substantially the same economic terms as the Fubo Term Loan.

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

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.

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 $ 1.3 billion in “Restructuring and impairment charges” in the first quarter of fiscal 2025 and in the second quarter of fiscal 2024, respectively, to reflect Star India’s assets and liabilities at fair value less costs to sell.

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

based on the performance of the Specified Assets, the Company may have the right to reacquire (the Exchange Right) the NFL’s interest in ESPN in exchange for a ten-year note at 70 % of the then fair market value of the NFL’s interest in ESPN.

Alternatively, on a similar time frame, the NFL may have the right to acquire up to a 4 % additional equity interest in ESPN at a purchase price equal to 70 % of the then fair market value of ESPN.

The estimated fair value of the NFL Transaction is approximately $ 3 billion.

A significant portion of the transaction value will be deferred until late fiscal 2033 and amortized as an expense thereafter, or, in the case that the Company exercises its Exchange Right, would be charged to equity.

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

On October 29, 2025, the Company and Fubo combined certain 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 has a 70 % economic interest in the combined operations, a 70 % voting interest in Fubo on a fully diluted basis 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 was $ 1.3 billion, which was primarily allocated to goodwill of $ 1.5 billion and identifiable intangible assets of $ 0.4 billion, partially offset by debt of $ 0.4 billion.

Goodwill reflects the synergies expected from enhancing and expanding the Company’s vMVPD offerings with more high-quality offerings, choice and increased flexibility.

The Company has included Fubo’s financial results in the Company’s Condensed Consolidated Financial Statements effective from October 29, 2025.

The revenue of the acquired Fubo operations included in the Company’s Condensed Consolidated Statement of Income for the quarter ended December 27, 2025 was approximately $ 0.3 billion.

Net income of the acquired Fubo operations included in the Company’s Condensed Consolidated Statement of Income for the quarter ended December 27, 2025, was not significant.

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 Hulu Live TV and sells advertising for Hulu Live TV and Fubo for a fee.

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

Entertainment Sports Experiences Total

Balance at September 27, 2025 $ 51,258 $ 16,486 $ 5,550 $ 73,294

Fubo Transaction

1,459 — — 1,459

Currency translation adjustments and other, net ( 10 ) — — ( 10 )

Balance at December 27, 2025 $ 52,707 $ 16,486 $ 5,550 $ 74,743

Cash, Cash Equivalents, Restricted Cash and Borrowings

3 unchanged sentences

Cash and cash equivalents $ 5,678 $ 5,695

Restricted cash included in:

Other current assets 8 —

Restricted cash included in other assets

Total cash, cash equivalents and restricted cash in the statement of cash flows $ 5,786 $ 5,799

2 unchanged sentences

tabular dollars in millions, except for per share data)

During the nine months ended June 28, 2025, the Company’s borrowing activity was as follows:

During the quarter ended December 27, 2025, the Company’s borrowing activity was as follows:

September 27,

2025 Borrowings Payments Other

Activity June 28,

Activity December 27,

Commercial paper with original maturities less than three months (1)

9 unchanged sentences

(1) Borrowings and reductions of borrowings are reported net.

(2) The other activity includes borrowings assumed in the acquisition of Fubo.

(3) The other activity is attributable to market value adjustments for debt with qualifying hedges.

At June 28, 2025, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:

At December 27, 2025, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:

Capacity Capacity

8 unchanged sentences

The bank facilities contain only one financial covenant relating to interest coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization and amortization of our film and television production and programming costs.

On June 28, 2025, the Company met this covenant by a significant margin.

On December 27, 2025, the Company met this covenant by a significant margin.

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

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

As of June 28, 2025, the Company has $ 0.5 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 June 28, 2025 that were entered into prior to the Star India Transaction are guaranteed by the Company through calendar 2025.

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

Cruise Ship Credit Facilities

In November 2024, in connection with the delivery of the Disney Treasure , the Company borrowed $ 1.1 billion with a fixed interest rate of 3.80 %.

In October 2025, in connection with the delivery of the Disney Destiny , the Company borrowed $ 1.1 billion with a fixed interest rate of 3.74 %.

Payments are due semi-annually over a 12-year term.

The Company has a credit facility for $ 1.1 billion that 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 credit facility will have a fixed interest rate of 3.74 %, payable semi-annually over a 12-year term.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Interest expense, net

Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 8) are reported net in the Condensed Consolidated Statements of Income and consist of the following:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Interest expense $ ( 443 ) $ ( 487 )

2 unchanged sentences

Interest expense, net $ ( 275 ) $ ( 367 )

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Interest and investment income includes gains and losses on certain publicly traded and non-public investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.

14 unchanged sentences

Total liabilities $ 2,369 $ 2,298

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the nine months ended June 28, 2025:

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the quarter ended December 27, 2025:

Revenues $ 1,635

Costs and expenses ( 1,291 )

Asia Theme Parks’ royalty and management fees of $ 218 million for the nine months ended June 28, 2025 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.

International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the nine months ended June 28, 2025 were $ 1,276 million provided by operating activities, $ 861 million used in investing activities and $ 48 million used in financing activities.

Hong Kong Disneyland Resort

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

Asia Theme Parks’ royalty and management fees of $ 86 million for the quarter ended December 27, 2025 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.

International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the quarter ended December 27, 2025 were $ 404 million provided by operating activities, $ 355 million used in investing activities and $ 7 million provided by financing activities.

THE WALT DISNEY COMPANY

1 unchanged sentence

tabular dollars in millions, except for per share data)

The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $ 2.7 billion ($ 344 million), which bears interest at a rate of three month HIBOR plus 1.25 % and matures in 2028.

The line of credit does not have a balance outstanding.

Shanghai Disney Resort

Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57 % and 43 % equity interests in Shanghai Disney Resort, respectively.

A management company, in which the Company has a 70 % interest and Shendi a 30 % interest, operates Shanghai Disney Resort.

The Company has provided Shanghai Disney Resort with loans totaling $ 916 million bearing interest at 8 % and are scheduled to mature in 2036 with earlier payments required based on available cash flows.

In addition, early repayment is permitted.

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 % and maturing in 2033.

At June 28, 2025, the line of credit balance was not significant.

Shendi has provided Shanghai Disney Resort with loans totaling 8.1 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 % and maturing in 2033.

At June 28, 2025, the line of credit balance was not significant.

Produced and Acquired/Licensed Content Costs and Advances

The Company classifies its capitalized produced and acquired/licensed content costs as long-term assets and classifies advances for live programming rights made prior to the live event as short-term assets.

For purposes of amortization and impairment, the capitalized content costs are classified based on their predominant monetization strategy as follows:

• Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g.

theatrical revenues or sales to third-party television programmers)

• Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g.

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

Total capitalized produced and licensed content by predominant monetization strategy is as follows:

As of June 28, 2025 As of September 28, 2024

As of December 27, 2025 As of September 27, 2025

Predominantly

13 unchanged sentences

Non-current portion $ 31,114 $ 31,327

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Amortization of produced and licensed content is as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Produced content

1 unchanged sentence

Predominantly monetized as a group 1,614 1,813

2,915 2,588 7,996 7,513

Licensed programming rights and advances 4,246 4,097

2 unchanged sentences

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

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Deferred Tax Assets and Liabilities

The Company records deferred income tax assets and liabilities with respect to temporary differences in accounting treatment of items for financial reporting purposes and income tax purposes.

The Company’s deferred tax assets and liabilities by major category as of June 28, 2025 and September 28, 2024 were as follows:

2025 September 28,

Deferred tax assets

Net operating losses and tax credit carryforwards (1)

$ ( 3,397 ) $ ( 3,444 )

Accrued liabilities ( 1,136 ) ( 1,199 )

Licensing revenues ( 900 ) ( 130 )

Lease liabilities ( 788 ) ( 862 )

Other ( 511 ) ( 655 )

Total deferred tax assets ( 6,732 ) ( 6,290 )

Deferred tax liabilities

Depreciable, amortizable and other property 4,070 6,584

Investment in U.S.

Investment in foreign entities 701 465

Right-of-use lease assets

Total deferred tax liabilities 6,369 8,921

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

( 363 ) 2,631

Valuation allowance 2,903 2,991

Net deferred tax liability $ 2,540 $ 5,622

(1) Further details on our net operating losses and tax credit carryforwards are as follows:

June 28, 2025

International Theme Park net operating losses

foreign tax credits ( 928 )

State net operating losses and tax credit carryforwards ( 595 )

Other ( 352 )

Total net operating losses and tax credit carryforwards (a)

(a) Approximately $ 2.1 billion of these carryforwards do not expire.

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

foreign tax credits.

(2) In the third quarter of the current fiscal year, 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 Company records deferred income tax assets and liabilities with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.

Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

Unrecognized Tax Benefits

The Company’s gross unrecognized tax benefits (before interest and penalties) decreased $ 0.8 billion, from $ 2.0 billion at September 28, 2024 to $ 1.2 billion at June 28, 2025.

In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters, which would reduce our unrecognized tax benefits by $ 0.3 billion.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

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 acceleration of tax deductions on investments in fixed assets placed in service and content produced in the U.S., 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.

Pension and Other Benefit Programs

1 unchanged sentence

Pension Plans Postretirement Medical Plans

Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended

Quarter Ended Quarter Ended

2025 December 28,

2024 December 27,

2025 December 28,

Service costs $ 61 $ 65 $ — $ —

8 unchanged sentences

Net periodic benefit cost (income) $ ( 21 ) $ 32 $ ( 34 ) $ ( 33 )

During the nine months ended June 28, 2025, the Company did not make any material contributions to its pension and postretirement medical plans and does not currently expect to make any material contributions for the remainder of fiscal 2025.

Final minimum funding requirements for fiscal 2025 will be determined based on a January 1, 2025 funding actuarial valuation, which is expected to be received in the fourth quarter of fiscal 2025.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Earnings Per Share

1 unchanged sentence

A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Shares (in millions):

3 unchanged sentences

Awards excluded from diluted earnings per share 13 16

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

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

$ 0.50 $ 0.9 billion July 23, 2025

$ 0.75 $1.3 billion (1)

July 22, 2026

$ 0.75 $ 1.3 billion January 15, 2026

1 unchanged sentence

$ 0.50 $ 0.9 billion January 16, 2025

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

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

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 quarter and nine months ended June 28, 2025, the Company repurchased 7.2 million and 23.7 million shares of its common stock for $ 0.7 billion and $ 2.5 billion, respectively (amount excludes the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022).

During the quarter and nine months ended June 29, 2024, the Company repurchased 14.3 million and 23.2 million shares of its common stock for $ 1.5 billion and $ 2.5 billion, respectively.

As of June 28, 2025, the Company had remaining authorization in place to repurchase approximately 348 million additional shares.

During the quarter ended December 27, 2025, the Company repurchased 18 million shares of its common stock for $ 2.0 billion.

During the quarter ended December 28, 2024, the Company repurchased 7 million shares of its common stock for $ 0.8 billion.

As of December 27, 2025, the Company had remaining authorization in place to repurchase approximately 321 million additional shares.

The repurchase program does not have an expiration date.

8 unchanged sentences

AOCI, before tax

Third quarter of fiscal 2025

Balance at March 29, 2025 $ ( 178 ) $ ( 2,184 ) $ ( 1,147 ) $ ( 3,509 )

Quarter Ended June 28, 2025:

Unrealized gains (losses) arising during the period ( 433 ) — 235 ( 198 )

Reclassifications of realized net (gains) losses to net income ( 74 ) 33 — ( 41 )

Balance at June 28, 2025 $ ( 685 ) $ ( 2,151 ) $ ( 912 ) $ ( 3,748 )

Third quarter of fiscal 2024

Balance at March 30, 2024 $ ( 6 ) $ ( 2,229 ) $ ( 1,944 ) $ ( 4,179 )

Quarter Ended June 29, 2024:

Unrealized gains (losses) arising during the period 235 ( 2 ) ( 22 ) 211

Reclassifications of realized net (gains) losses to net income ( 109 ) ( 24 ) — ( 133 )

Balance at June 29, 2024 $ 120 $ ( 2,255 ) $ ( 1,966 ) $ ( 4,101 )

Nine months ended fiscal 2025

First quarter of fiscal 2026

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

Nine Months Ended June 28, 2025:

Quarter Ended December 27, 2025:

Unrealized gains (losses) arising during the period ( 21 ) — ( 13 ) ( 34 )

Reclassifications of realized net (gains) losses to net income 63 ( 4 ) — 59

Star India Transaction — — 904 904

Balance at June 28, 2025 $ ( 685 ) $ ( 2,151 ) $ ( 912 ) $ ( 3,748 )

Nine months ended fiscal 2024

Balance at December 27, 2025 $ ( 507 ) $ ( 1,905 ) $ ( 1,098 ) $ ( 3,510 )

First quarter of fiscal 2025

Balance at September 28, 2024 $ ( 319 ) $ ( 2,243 ) $ ( 1,855 ) $ ( 4,417 )

Nine Months Ended June 29, 2024:

Quarter Ended December 28, 2024:

Unrealized gains (losses) arising during the period 559 — ( 246 ) 313

Reclassifications of realized net (gains) losses to net income ( 88 ) 33 — ( 55 )

Balance at June 29, 2024 $ 120 $ ( 2,255 ) $ ( 1,966 ) $ ( 4,101 )

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Star India Transaction

Balance at December 28, 2024 $ 152 $ ( 2,210 ) $ ( 1,197 ) $ ( 3,255 )

for Hedges Unrecognized

2 unchanged sentences

and Other AOCI

Third quarter of fiscal 2025

Balance at March 29, 2025 $ 39 $ 515 $ 78 $ 632

Quarter Ended June 28, 2025:

Unrealized gains (losses) arising during the period 99 — ( 41 ) 58

Reclassifications of realized net (gains) losses to net income 17 ( 8 ) — 9

Balance at June 28, 2025 $ 155 $ 507 $ 37 $ 699

Third quarter of fiscal 2024

Balance at March 30, 2024 $ ( 3 ) $ 529 $ 144 $ 670

Quarter Ended June 29, 2024:

Unrealized gains (losses) arising during the period ( 54 ) — ( 1 ) ( 55 )

Reclassifications of realized net (gains) losses to net income 26 6 — 32

Balance at June 29, 2024 $ ( 31 ) $ 535 $ 143 $ 647

Nine months ended fiscal 2025

First quarter of fiscal 2026

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

Nine Months Ended June 28, 2025:

Quarter Ended December 27, 2025:

Unrealized gains (losses) arising during the period 3 — ( 1 ) 2

Reclassifications of realized net (gains) losses to net income ( 14 ) 1 — ( 13 )

Star India Transaction — — ( 58 ) ( 58 )

Balance at June 28, 2025 $ 155 $ 507 $ 37 $ 699

Nine months ended fiscal 2024

Balance at December 27, 2025 $ 109 $ 447 $ 54 $ 610

First quarter of fiscal 2025

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

Nine Months Ended June 29, 2024:

Quarter Ended December 28, 2024:

Unrealized gains (losses) arising during the period ( 130 ) — 24 ( 106 )

Reclassifications of realized net (gains) losses to net income 21 ( 8 ) — 13

Balance at June 29, 2024 $ ( 31 ) $ 535 $ 143 $ 647

Star India Transaction

— — ( 58 ) ( 58 )

Balance at December 28, 2024 $ ( 38 ) $ 523 $ 82 $ 567

THE WALT DISNEY COMPANY

6 unchanged sentences

AOCI, after tax

Third quarter of fiscal 2025

Balance at March 29, 2025 $ ( 139 ) $ ( 1,669 ) $ ( 1,069 ) $ ( 2,877 )

Quarter Ended June 28, 2025:

Unrealized gains (losses) arising during the period ( 334 ) — 194 ( 140 )

Reclassifications of realized net (gains) losses to net income ( 57 ) 25 — ( 32 )

Balance at June 28, 2025 $ ( 530 ) $ ( 1,644 ) $ ( 875 ) $ ( 3,049 )

Third quarter of fiscal 2024

Balance at March 30, 2024 $ ( 9 ) $ ( 1,700 ) $ ( 1,800 ) $ ( 3,509 )

Quarter Ended June 29, 2024:

Unrealized gains (losses) arising during the period 181 ( 2 ) ( 23 ) 156

Reclassifications of realized net (gains) losses to net income ( 83 ) ( 18 ) — ( 101 )

Balance at June 29, 2024 $ 89 $ ( 1,720 ) $ ( 1,823 ) $ ( 3,454 )

Nine months ended fiscal 2025

First quarter of fiscal 2026

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

Nine Months Ended June 28, 2025:

Quarter Ended December 27, 2025:

Unrealized gains (losses) arising during the period ( 18 ) — ( 14 ) ( 32 )

Reclassifications of realized net (gains) losses to net income 49 ( 3 ) — 46

Star India Transaction — — 846 846

Balance at June 28, 2025 $ ( 530 ) $ ( 1,644 ) $ ( 875 ) $ ( 3,049 )

Nine months ended fiscal 2024

Balance at December 27, 2025 $ ( 398 ) $ ( 1,458 ) $ ( 1,044 ) $ ( 2,900 )

First quarter of fiscal 2025

Balance at September 28, 2024 $ ( 248 ) $ ( 1,712 ) $ ( 1,739 ) $ ( 3,699 )

Nine Months Ended June 29, 2024:

Quarter Ended December 28, 2024:

Unrealized gains (losses) arising during the period 429 — ( 222 ) 207

Reclassifications of realized net (gains) losses to net income ( 67 ) 25 — ( 42 )

Balance at June 29, 2024 $ 89 $ ( 1,720 ) $ ( 1,823 ) $ ( 3,454 )

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Star India Transaction

Balance at December 28, 2024 $ 114 $ ( 1,687 ) $ ( 1,115 ) $ ( 2,688 )

Details about AOCI components reclassified to net income are as follows:

1 unchanged sentence

Affected line item in the Condensed Consolidated Statements of Income:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Market value adjustments, primarily cash flow hedges Primarily revenue $ ( 63 ) $ 88

Estimated tax Income taxes 14 ( 21 )

57 83 214 262

Pension and postretirement medical expense Interest expense, net 4 ( 33 )

Estimated tax Income taxes ( 1 ) 8

( 25 ) 18 ( 75 ) 54

Total reclassifications for the period $ ( 46 ) $ 42

Equity-Based Compensation

Compensation expense related to stock options and restricted stock units (RSUs) is as follows:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Stock options $ 18 $ 18 $ 51 $ 55

RSUs 339 343 953 981

Total equity-based compensation expense (1)

$ 357 $ 361 $ 1,004 $ 1,036

Equity-based compensation expense capitalized during the period $ 52 $ 53 $ 142 $ 155

(1) Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.

Unrecognized compensation cost related to unvested stock options and RSUs was $ 100 million and $ 2.2 billion, respectively, as of June 28, 2025.

During the nine months ended June 28, 2025, the Company made equity compensation grants consisting of 2.5 million stock options and 15.0 million RSUs with weighted average grant date fair values of $ 37.65 and $ 108.11 , respectively.

During the nine months ended June 29, 2024, the weighted average grant date fair values for stock options and RSUs were $ 32.10 and $ 94.28 , respectively.

Equity-based compensation expense related to stock options and restricted stock units (RSU’s) for the quarters ended December 27, 2025 and December 28, 2024 was $ 332 million and $ 317 million, respectively.

Equity-based compensation capitalized during the quarters ended December 27, 2025 and December 28, 2024 was $ 49 million and $ 44 million, respectively.

Unrecognized compensation cost related to unvested stock options and RSUs was $ 0.1 billion and $ 1.6 billion, respectively, as of December 27, 2025.

Each fiscal year, generally in December and January, the Company awards stock options and restricted stock units to a broad-based group of management, technology and creative personnel (Annual Grant).

Substantially all of the fiscal 2026 Annual Grant was issued in January 2026 and consisted of 2.6 million stock options and 15.2 million RSUs with weighted average grant date fair values of $ 37.11 and $ 113.25 , respectively.

The fiscal 2025 Annual Grant weighted average grant date fair values for stock options and RSUs were $ 37.98 and $ 109.20 , respectively.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Commitments and Contingencies

Legal Matters

Securities Actions

On May 12, 2023, a private securities class action lawsuit was filed in the U.S.

6 unchanged sentences

The Company intends to defend against the lawsuit vigorously.

It 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.

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

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

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

The Company filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals, 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.

On December 8, 2025, a private securities lawsuit was filed in the U.S.

District Court for the Central District of California against the Company and certain former officers by Union Asset Management Holding AG and GIC Private Limited (the Union Asset Action).

The Union Asset Action asserts the same claims and is based on substantially the same factual allegations and time period as the Securities Class Action, and seeks unspecified monetary damages.

On January 2, 2026, the parties filed a joint stipulation to stay the Union Asset Action until the Securities Class Action concludes.

The Company intends to defend against this lawsuit vigorously.

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

Four shareholder derivative complaints have been filed.

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

District Court for the Central District of California.

The second, in which Stourbridge Investments LLC is the plaintiff, was filed on August 23, 2023 in the U.S.

Derivative Actions

Six shareholder derivative complaints have been filed against the Company and certain current and former officers and directors.

Each of these actions asserts various claims including breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, insider selling, and violations of federal securities laws based on substantially similar factual allegations as those asserted in the pending Securities Class Action.

• On August 4, 2023, and December 15, 2023, two shareholder derivative complaints were filed in the U.S.

District Court for the Central District of California by Hugues Gervat and Audrey McAdams, respectively.

On April 29, 2024, these actions were consolidated (the Consolidated Derivative Action).

The Consolidated Derivative Action is currently stayed until August 21, 2026.

• On August 23, 2023, Stourbridge Investments LLC filed a shareholder derivative complaint in the U.S.

District Court for the District of Delaware.

And the third, in which Audrey McAdams is the Plaintiff, was filed on December 15, 2023, in the U.S.

On October 24, 2023, the action was voluntarily dismissed and, on November 16, 2023, refiled in the Delaware Court of Chancery.

The Stourbridge action is currently stayed until the court in the Securities Class Action rules upon any motion for summary judgment.

• On June 27, 2025, Thomas Payne filed a shareholder derivative complaint in the Delaware Court of Chancery.

The Payne action is currently stayed until the court in the Securities Class Action rules upon any motion for summary judgment.

• On November 5, 2025, Martin Siegel filed a shareholder derivative complaint in the Delaware Court of Chancery.

The Siegel action is currently stayed until the court in the Securities Class Action rules upon any motion for summary judgment.

• On November 14, 2025, Balraj Paul, the Montini Family Trust, and Dorothy Keto filed a shareholder derivative complaint in the U.S.

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.

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;

its former Chief Executive Officer, Robert Chapek;

its former Chief Financial Officer, Christine M.

the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel, and ten current and former members of the Disney Board (Susan E.

Maria Elena Lagomasino;

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.

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

The actions have been stayed pending development of the Securities Class Action, with the Stourbridge action being stayed most recently on March 6, 2025.

A joint request to continue the stay in the Gervat/McAdams matters was filed on July 15, 2025.

On January 14, 2026, the Paul action was consolidated into the Consolidated Derivative Action, which is stayed until August 21, 2026.

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

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

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

Antitrust and Other Actions

On November 18, 2022, a private antitrust putative class action lawsuit was filed in the U.S.

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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 for March 27, 2026.

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

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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 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.

A preliminary approval hearing is scheduled for February 19, 2026.

The Company and Unger Counsel did not reach a settlement at the October 3, 2025 mediation.

The Company filed a motion to compel arbitration of individual claims and dismiss class claims in the Unger Action on December 19, 2025.

A hearing on the motion is set for March 19, 2026.

The Company intends to continue to defend against the lawsuit vigorously.

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

On January 2, 2026, in litigation filed by the Company on August 28, 2025 asserting breach of contract claims against DISH Network L.L.C.

(DISH) in the U.S.

District Court for the Southern District of New York, DISH filed antitrust counterclaims against the Company.

DISH asserts a tying claim under Sherman Act § 1 and New York’s Donnelly Act challenging certain provisions in the Company’s carriage agreement with DISH;

claims under Sherman Act § 1 challenging an ESPN / Fox One bundle, the creation of Fubo Sports, and the Company’s acquisition of a controlling share of Fubo;

a claim under Clayton Act § 7 challenging the Company’s acquisition of a controlling share of Fubo;

and a claim under Sherman Act § 2 alleging the Company engaged in a pattern of conduct in an attempt to monopolize an alleged market for skinny sports

THE WALT DISNEY COMPANY

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tabular dollars in millions, except for per share data)

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 and setting a briefing schedule on the appointment of interim class counsel for the putative YouTube TV, DirecTV Stream, and fuboTV classes.

Biddle/Fendelander Counsel filed a motion to be appointed interim lead counsel for the three putative classes of subscribers and Plantiffs’ Counsel in the Unger Action (Unger Counsel) filed a cross motion opposing the Biddle/Fendelander Counsel’s motion and seeking an appointment to serve as interim lead counsel for the putative class of fuboTV subscribers.

The Court has scheduled a status conference for August 14, 2025.

If the parties are unable to reach a satisfactory settlement, the Company intends to defend against the consolidated lawsuit vigorously.

At this time, we cannot reasonably estimate the amount of any possible loss in excess of the proposed settlement amount.

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

DISH also asserts breach-of-contract counterclaims, contending that Company-affiliated entities violated their obligations under certain most-favored-nation provisions in the operative carriage agreement.

The Company’s response to these counterclaims is due on February 20, 2026.

The Company intends to prosecute its claims and defend against these counterclaims vigorously.

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

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various oth er legal actions incident to the conduct of its businesses, including streaming services which are subject to patent infringement claims and litigation for which adverse results may include payment of substantial licensing fees and monetary awards, as well as orders preventing us from offering or requiring us to change certain features, functionalities or services, which could harm our businesses and in aggregate negatively impact our results of operations.

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

The Company entered into license agreements for the sports rights necessary to operate NFL Network and NFL RedZone through 2033.

Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:

Level 1 - Quoted prices for identical instruments in active markets

Level 2 - Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement level:

Fair Value Measurement at June 28, 2025

Fair Value Measurement at December 27, 2025

Level 1 Level 2 Level 3 Total

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The carrying values of these financial instruments approximate the fair values.

Derivative Instruments

The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy.

The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.

THE WALT DISNEY COMPANY

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tabular dollars in millions, except for per share data)

Derivative Instruments

The Company’s derivative positions measured at fair value (see Note 13) are summarized in the following tables:

As of June 28, 2025

As of December 27, 2025

Assets Investments/

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Interest Rate Risk Management

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities.

The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings.

In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a minimum and maximum percentage.

The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.

The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings.

The total notional amount of the Company’s pay-floating interest rate swaps at June 28, 2025 and September 28, 2024 was $ 10.6 billion and $ 12.0 billion, respectively.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

The total notional amount of the Company’s pay-floating interest rate swaps was $ 10.6 billion at both December 27, 2025 and September 27, 2025.

The following table summarizes fair value hedge adjustments to hedged borrowings:

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2025 September 27,

2024 June 28,

2025 December 27,

2025 September 27,

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$ 10,393 $ 10,301 $ ( 653 ) $ ( 724 )

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Gain (loss) on:

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( 85 ) ( 111 )

The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings.

Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings.

The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur.

The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at June 28, 2025 or at September 28, 2024, and gains and losses related to pay-fixed interest rate swaps recognized in earnings were not material for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024.

Foreign Exchange Risk Management

The Company transacts business globally and is subject to risks associated with foreign currency exchange rates.

The Company’s objective is to reduce earnings and cash flow fluctuations associated with changes in foreign currency exchange rates, enabling management to focus on core business operations.

The Company enters into option and forward contracts to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions.

In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure.

The gains and losses on these contracts offset changes in the U.S.

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

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

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

dollar denominated borrowings.

The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions.

As of June 28, 2025 and September 28, 2024, the notional amount of the Company’s net foreign exchange cash flow hedges was $ 10.1 billion and $ 9.9 billion, respectively.

As of December 27, 2025 and September 27, 2025, the notional amount of the Company’s net foreign exchange cash flow hedges was $ 10.1 billion and $ 9.3 billion, respectively.

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

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

Quarter Ended Nine Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Quarter Ended

2025 December 28,

Gain (loss) recognized in Other Comprehensive Income $ ( 25 ) $ 562

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

79 111 289 345

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

(1) Primarily recorded in revenue.

THE WALT DISNEY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tabular dollars in millions, except for per share data)

The Company may designate cross currency swaps as fair value hedges of foreign currency denominated borrowings.

The impact from the change in foreign currency on both the cross currency swap and borrowing is recorded to “Interest expense, net.” The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross currency swap.

As of June 28, 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) and Canadian $ 1.3 billion ($ 1.0 billion), respectively.

The related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.

As of December 27, 2025 and September 27, 2025, the total notional amount of the Company’s designated cross currency swaps was Canadian $ 1.3 billion ($ 1.0 billion) and Canadian $ 1.3 billion ($ 0.9 billion), respectively.

The related gains or losses recognized in earnings for the quarters ended December 27, 2025 and December 28, 2024 were not material.

Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting.

The net notional amount of these foreign exchange contracts at June 28, 2025 and September 28, 2024 was $ 3.4 billion.

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 quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.

Commodity Price Risk Management

The Company is subject to the volatility of commodities prices and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases.

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

The notional amount of these commodities contracts at June 28, 2025 and September 28, 2024 and related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.

The net notional amount of these foreign exchange contracts at December 27, 2025 and September 27, 2025 was $ 3.2 billion and $ 3.0 billion, respectively.

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 quarters ended December 27, 2025 and December 28, 2024 were not material.

Risk Management – Other Derivatives Not Designated as Hedges

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These contracts, which include certain total return swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings.

The net notional amount of these contracts at June 28, 2025 and September 28, 2024 was $ 0.6 billion and $ 0.5 billion, respectively.

The related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.

The net notional amount of these contracts at December 27, 2025 and September 27, 2025 was $ 0.7 billion and $ 0.6 billion, respectively.

The related gains or losses recognized in earnings for the quarters ended December 27, 2025 and December 28, 2024 were not material.

Contingent Features and Cash Collateral

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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 value of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty was $ 1.1 billion at June 28, 2025 and September 28, 2024.

Restructuring and Impairment Charges

The following amounts are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income:

The third and second quarters of fiscal 2025 included charges of $ 0.2 billion for an impairment of an equity investment and $ 0.1 billion for content impairments, respectively.

The first quarter of fiscal 2025 and second quarter of fiscal 2024 included non-cash goodwill impairment charges of $ 0.1 billion and $ 1.3 billion related to the Star India Transaction (see Note 4 for additional information), respectively.

The second quarter of fiscal 2024 included a non-cash goodwill impairment charge of $ 0.7 billion related to the entertainment linear networks reporting unit.

New Accounting Pronouncements

Improvements to Reportable Segments Disclosures

In November 2023, the 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.

It also requires an explanation of how the CODM uses the segment’s measure of profit or loss to

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

THE WALT DISNEY COMPANY

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tabular dollars in millions, except for per share data)

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.

While the guidance will not have an effect on the Company’s Consolidated Statements of Income or Consolidated Balance Sheets upon adoption, it will require segment reporting disclosures about significant segment expenses in the financial statements.

New Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance to enhance income tax disclosures.

The new guidance requires an expanded effective tax rate reconciliation, the disclosure of cash taxes paid segregated between U.S.

The new guidance requires an expanded effective tax rate reconciliation and the disclosure of cash taxes paid segregated between U.S.

federal, U.S.

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The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

Accounting for Government Grants

In December 2025, the FASB issued guidance that establishes the recognition, measurement and presentation requirements for government grants.

The guidance is effective at the beginning of the Company’s 2030 fiscal year (with early adoption permitted).

The Company is currently assessing the impact this guidance will have on its financial statements and financial statement disclosures.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements