Walt Disney (DIS) 10-K risk factor changes: FY2025 vs FY2024

Declines in U.S., global and regional economic conditions adversely affect [removed: the profitability of] our [removed: businesses.][added: results of operations and financial condition.]

Declines in [added: U.S., global and regional] economic conditions, such as recessions, other less severe slowdowns in economic activity and/or inflationary conditions [removed: in the U.S. and other regions of the world in which we do business] typically adversely affect demand for our products and services and/or costs to operate our businesses, reducing our revenue and earnings.

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While a number of different factors affect the demand for our products and services, actual or perceived [added: declines in] economic conditions [removed: could contribute to] [added: typically have impacts across our businesses, including, among others,] lower attendance [removed: or] [added: and] spending at our parks and experiences businesses, [removed: prices that MVPDs pay] [added: fees received] for our cable [removed: programming,] [added: programming and DTC services, including as a result of declines in subscription levels,] purchases of and prices for advertising on our DTC [removed: products] [added: services] and linear [removed: platforms, subscription levels for our cable programming or DTC platforms] [added: networks] or licensing fees, while [added: in the case of inflationary conditions,] also [removed: continuing to increase] [added: increasing] the prices we pay for goods, services and [removed: labor.][added: labor, as well as typically our borrowing costs due to elevated interest rates, making it more difficult to obtain financing for our operations and investments on favorable terms.]

Even [removed: if] [added: when] inflationary pressures moderate, we expect certain costs, such as for labor, to remain elevated.

In addition, an increase in price levels generally, or in price levels in a particular sector, could result in a shift in consumer demand away from the entertainment and experiences we offer, which could also adversely affect our [removed: revenues and,] [added: revenues, while] at the same time, increase our [removed: costs, including borrowing costs as a result of elevated interest rates, making it more difficult to obtain financing for our operations and investments on favorable terms.][added: costs.]

A decline in economic conditions or a failure of conditions to improve as anticipated could impact implementation or success of our business plans, such as our [removed: plans to increase] investment [removed: in] [added: plans for] our Experiences segment, [removed: the realignment of our cost structure and] plans for our DTC ad-supported services, enhancements, [added: product offerings,] pricing structure and price [removed: increases.][added: increases and plans for strategic investments.]

The adverse impact on our businesses of actual or perceived declines in economic conditions or a failure of conditions to improve as anticipated [removed: will depend,] [added: depends,] in part, on their severity and [removed: duration] [added: duration,] and our ability to mitigate these impacts on our businesses is limited.

Fluctuations in foreign currency exchange rates impact our [removed: revenues and the profitability] [added: results] of [added: operations, including] our [removed: businesses.][added: revenues and costs.]

Fluctuations in foreign currency exchange rates against the U.S. dollar impact our [removed: revenues and the profitability] [added: results] of [removed: our businesses,] [added: operations,] including by impacting the cost in U.S. dollars of providing our goods and services, our revenues in U.S. dollars generated by our international businesses and the international demand for our domestic products and services.

[removed: The current] [added: An increase] or [removed: continued] [added: sustained] strength in the value of the U.S. dollar adversely impacts the U.S. dollar value of revenue we receive and expect to receive from other markets and contributes to reduced international demand for our domestic products and services, including international travel to our domestic parks and resorts.

A decrease [added: or sustained weakness] in the value of the U.S. dollar often increases the cost of labor, goods and services in, or originating from, [added: as applicable,] non-U.S. markets.

Although we hedge exposure to fluctuations in certain foreign currencies, any such hedging activity may not substantially offset the negative financial impact of exchange rate fluctuations and is not expected to offset all such negative financial impact, particularly in periods of sustained U.S. dollar strength [added: or weakness] relative to multiple foreign currencies.

Further, economic or political conditions in certain countries outside the U.S. also [removed: have reduced, and could continue to reduce,] [added: limit,] our ability to hedge exposure to currency fluctuations in those countries or our ability to repatriate revenue from those countries.

Changes in technology, in consumer consumption patterns and in how entertainment products [added: and services] are created affect demand [removed: for our entertainment products,] [added: for,] the revenue we can generate from [removed: these products] and the cost of producing or distributing [removed: these products.][added: our entertainment offerings and our results of operations.]

The media entertainment and technology businesses in which we participate increasingly depend on our ability to successfully adapt to new [removed: technologies] [added: technologies,] including shifting patterns of content consumption and how entertainment products [added: and services] are generated.

New technologies affect the demand for our [removed: products,] [added: products and services,] the manner in which our [removed: products] [added: entertainment offerings] are distributed to consumers, the ways we charge for and receive revenue for our entertainment products and [added: services and] the stability of those revenue streams, the sources and nature of competing [removed: content] [added: entertainment] offerings, the time and manner in which consumers acquire and view some of our entertainment [removed: products] [added: offerings] and the options available to [removed: advertisers for reaching their desired audiences.]

In addition, theater-going to watch movies has remained below [removed: pre-pandemic levels.][added: levels that existed prior to the COVID-19 pandemic.]

[removed: Rules] [added: Regulations] governing new technological developments, such as developments in artificial intelligence (AI), including generative AI and large language model tools, remain unsettled, and these developments may affect aspects of our existing business [removed: model,] [added: models,] including revenue streams for the use of our IP, how we create our entertainment [removed: products] [added: offerings] and the competition we face.

In order to respond to the impact of new technologies on our businesses, we regularly consider, and from time to time [removed: implement] [added: implement,] new initiatives and changes to our business models, including by [removed: developing,] [added: developing and] investing in [removed: and acquiring] DTC [removed: products, reorganizing our media] [added: streaming services] and [removed: entertainment businesses to advance our DTC strategies] [added: content offerings] and [removed: developing] new media offerings.

In addition, declines in certain traditional forms of distribution [removed: impacts] [added: impact] the cost of content allocable to our DTC [removed: offerings, negatively impacting the profitability of our DTC] offerings.

As part of our DTC strategy, we forgo [removed: certain] revenue from certain traditional [removed: sources as we invest in our DTC offerings.][added: sources.]

[removed: Since launch,] [added: Initially,] our DTC streaming services experienced significant losses.

We face risks relating to misalignment with public and consumer tastes and preferences for entertainment, travel and consumer products, which [removed: impact] [added: impacts] demand for our entertainment offerings and products and [removed: the profitability of] [added: services and] our [removed: businesses.][added: results of operations.]

The success of our businesses depends on our ability to consistently produce compelling creative content, which may be distributed, among other ways, through DTC [removed: platforms, broadcast, cable,] [added: services, linear networks and] theaters and used in theme park attractions, hotels and other resort facilities and travel experiences and consumer products.

Demand for certain out-of-home entertainment experiences, such as theater-going to watch movies, has not returned to [removed: pre-pandemic levels.][added: levels that existed prior to the COVID-19 pandemic.]

[removed: In addition, many of our businesses depend on acceptance of our offerings and products by consumers outside the U.S. The success of our businesses therefore depends on our ability to successfully predict and adapt to continually evolving consumer tastes and preferences outside as well as inside the U.S.] Moreover, we must often make substantial investments in content production and acquisition, acquisition of sports and [added: other] programming rights, theme park attractions, cruise ships or hotels and other facilities or customer facing platforms before we know the extent to which these products will earn consumer acceptance, and the market, economic or social conditions are sometimes significantly different from the ones we anticipated at the time of the investment decisions.

Further, preferences of some consumers are affected by their perceptions of our position on matters of public interest, including regarding environmental and social [removed: issues.][added: issues, and such perceptions sometimes lead to consumer boycotts.]

Generally, [removed: revenues from, and profitability of, each of] our [removed: businesses] [added: results of operations and financial condition] are adversely impacted when our entertainment offerings and [removed: products,] [added: products and services,] as well as our methods to make our offerings and products [added: and services] available to consumers, do not align with constantly evolving [added: and often conflicting] consumer preferences and tastes or achieve sufficient consumer acceptance.

A variety of uncontrollable events disrupt our businesses, reduce demand for or consumption of our products and services, impair our ability to provide our products and services or increase the cost [removed: or reduce the profitability] of providing our products and [removed: services.][added: services, adversely impacting our results of operations and financial condition.]

The operation [removed: and profitability of our businesses] [added: of,] and demand for and consumption of our products and services, particularly our parks and experiences businesses, are highly dependent on the general environment for travel and tourism, including in the specific regions in which our parks and experiences businesses operate.

The operation of our [removed: businesses and] [added: businesses,] the environment for travel and tourism, [removed: as well as] [added: the] demand for and consumption of our other [removed: entertainment products, is] [added: products and services and ultimately our results of operations and financial condition are] subject to [removed: significant] adverse [removed: impact] [added: impacts from a variety of factors beyond our control] in the U.S., globally or in specific [added: geographic] regions [removed: as a result of a variety of factors beyond our control,] [added: around the world where we operate,] including: health concerns; adverse weather conditions arising from short-term weather patterns or long-term climate change, including longer and more regular excessive heat conditions, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, [added: wildfires,] typhoons, floods, droughts, tsunamis and earthquakes); international, political or military developments, including [removed: trade] [added: tariffs] and other [added: trade and] international disputes and social unrest; [removed: macroeconomic conditions, including a decline in economic activity, inflation and foreign exchange rates;] [added: legal] and [removed: terrorist attacks.]

These events and others, such as fluctuations in travel and energy costs, supply chain disruptions and malware and other cyber-related attacks or intrusions or other widespread computing, telecommunications or payment processing failures, from time to time [removed: have disrupted, and may in the future disrupt,] [added: disrupt] our ability to provide our products and [added: services, raise the cost of providing our products and] services [removed: or] [added: and] in certain instances [removed: may] affect our ability to obtain insurance coverage with respect to some of these events.

An incident or other event that affected our property directly, including a security incident, earthquake or hurricane, would have a direct impact on our ability to provide [removed: goods] [added: products] and services and could result in closure of impacted operations or have an extended effect of discouraging consumers from attending our facilities.

The Company has [removed: paused] [added: ceased] certain operations in certain regions, including in response to sanctions, trade restrictions and related [removed: developments and the profitability of certain operations has been impacted as a result of events] [added: developments, resulting] in [removed: the corresponding regions.][added: impairment charges.]

In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed [removed: goods] [added: products] and services by third parties, and the management of businesses operated under brands licensed from the [removed: Company,] [added: Company] and [added: advertising revenues from the purchase of advertising on our various platforms, including DTC services and linear networks, and] we are therefore dependent on the successes of those third parties for that portion of our revenue.

A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third parties or materially impacted a supplier of a significant product or service, [removed: the profitability of one or more of] our [removed: businesses] [added: results of operations] could be adversely affected.

We face risks related to changes in our business [removed: strategy,] [added: strategies and plans,] which have affected and may continue to affect our cost structure, the [removed: profitability] [added: value] of our [removed: businesses] [added: assets] and/or [removed: the value of] our [removed: assets.][added: results of operations.]

We adjust our business strategies [added: and plans] from time to time in connection with changes in senior management and in our efforts to respond to changes in technology, consumer purchasing and consumption patterns, acceptance of our entertainment offerings, the market for advertising, macroeconomic conditions and other changes in the business environment.

For example, in [added: October 2025, we completed a combination of certain Hulu Live TV assets with Fubo to acquire a 70% interest in Fubo; in] fiscal [removed: 2024,] [added: 2025,] we announced [removed: entering into a definitive agreement] [added: plans for ESPN] to [removed: transfer] [added: acquire the NFL Network and certain other media assets owned and controlled by the NFL in exchange for a 10% noncontrolling interest in ESPN; in fiscal 2024, we transferred] Star India into a joint venture and [added: recorded] related impairment [removed: charges;] [added: charges and announced an investment] in [added: a multi-year project with Epic Games; in] fiscal 2023, we reorganized our media and entertainment operations, which had been previously reported in one segment, into two segments, Entertainment and Sports; in fiscal 2023 we announced that we would review content, primarily on our DTC services, for alignment with a strategic change in our approach to content curation, resulting in removal of certain content from our platforms and related impairment charges; [removed: in fiscal 2022, we announced plans to introduce an ad-supported Disney+ service, new pricing model] and [removed: price increases and cost realignment; and] [added: from time to time,] we [removed: have announced] [added: announce] exploration of [removed: a number of] new types of businesses.

advertisers for reaching their desired audiences.

In addition, the implementation of our DTC strategy may further contribute to such declines.

In addition, as a global entertainment company with a global consumer base, the success of our businesses depends on our ability to predict and adapt to constantly evolving and often divergent consumer tastes and preferences across various domestic and international markets.

Evolving tourist preferences regarding travel to destinations in the U.S. and other geographical regions where our parks and experiences businesses operate sometimes affect travel to those businesses.

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regulatory developments; macroeconomic conditions, including a decline in economic activity, inflation and foreign exchange rates; and terrorist attacks.

Moreover, we incur costs to protect against such incidents.

Hurricanes have caused park closures and other impacts to the operations of Walt Disney World Resort, adversely affecting segment results, and may do so in the future.

Our results of operations could be adversely impacted by a significant contraction of distribution channels for our products and services, including through third-party licensees or sellers of our licensed goods and services, or a contraction in the number or kind of advertisers purchasing advertising on our platforms, including as a result of legal or regulatory developments.

Among other assets, in connection with changes

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For example, in recent years, we have expanded our fleet of cruise ships, with announced plans for further fleet expansion, and increased investment in our parks and resorts; completed the acquisition of Hulu and of a 70% interest in Fubo; and made substantial investments related to DTC offerings.

For example, our advertising revenue is negatively impacted by the increased supply of advertising tools and platforms on which to place advertising, including search, social media, online marketplaces and other ad-supported DTC services, which depresses advertising rates across our DTC streaming services and linear networks and creates demand uncertainty.

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Renewal negotiations with certain MVPDs for distribution contracts scheduled to expire in fiscal 2026 could lead to temporary or longer-term service blackouts, negatively impacting our results of operations.

On October 30, 2025, the Company’s channels were removed from YouTube TV following the expiration of the parties’ distribution contract without agreement on renewal terms, and the Company cannot predict how long this service blackout will last or reasonably estimate the adverse impact on our results of operations.

From time to time, these negative claims and publicity have led, and may lead in the future, to calls for consumer or other action, including boycotts, litigation, investigations or regulatory actions.

These negative perceptions and other damage to our reputation or brands could persist, negatively impacting our sales, business opportunities, results of operations, financial condition and price of our common stock.

The success of our DTC streaming services will be impacted by the success of our content curation and investment decisions and ability to offer compelling content and product features; our ability to grow subscription and advertising

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revenues, including by increasing subscriber and viewership levels and managing churn; our pricing, bundling, product features and content distribution determinations, including across windows; and our ability to contain costs.

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Further, the cost of providing medical insurance and other medical benefits for our employees have increased, and we expect will continue to increase.

In the United States and countries that look to the United States

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For example, the copyright term for the short film Steamboat Willie (1928) and early versions of characters depicted in this film have expired.

For example, from time to time, the Company’s streaming services and technology are the subject of patent infringement litigation and other claims seeking damages and injunctive relief, and the resolution of these matters in aggregate may negatively impact our results of operations.

We face risks from claims, litigation, governmental investigations and other proceedings to our businesses, reputation, results of operation and financial condition.

We are subject to various actual and threatened claims, litigation, investigations and other proceedings, including private individual actions, class actions and actions and investigations by governmental and other regulatory authorities, relating to a range of issues, including securities; competition and antitrust; intellectual property, including patent and copyright; employment and labor; taxes; privacy and data protection; data security; personal injury and property damage; consumer protection; contractual and commercial disputes; the production, distribution and licensing of our content; and other matters.

For example, a private securities class action lawsuit was filed in federal court against the Company and certain current and former senior management on behalf of certain purchasers of securities of the Company seeking unspecified damages, plus interest and costs and fees, and an adverse final judgment or the terms of a settlement of such matter could result in the payment of substantial monetary damages.

See Note 14 to the Consolidated Financial Statements for more details regarding this lawsuit and above in these risk factors regarding patent infringement litigation and other claims.

In addition, from time to time, we pursue litigation against third parties seeking to vindicate our rights.

Actual and threatened proceedings and investigations increase our costs, divert management resources and disrupt business operations and may negatively impact our reputation and brands.

The outcomes of such matters are inherently unpredictable, and determining legal reserves or potential losses from such matters involves judgment.

If the losses to resolve such matters exceed the amounts recorded in any given reporting period, our results of operations for that interim or annual reporting period could be materially adversely affected.

Further, from time to time, adverse resolutions or settlements of such matters result in substantial monetary damages or substantial future payment obligations and injunctive relief or other orders or actions that limit or prevent our implementation of our business plans, including our ability to complete strategic transactions and offer certain products and services, impact the enforcement or validity of our property and other (including intellectual property) rights, franchises and licenses or cause us to alter our business practices, which individually or taken together, negatively impact our business prospects, our results of operations, our financial condition and price of our common stock.

While we maintain insurance for certain types of claims, our insurance may not be adequate to cover all losses and does not cover all types of claims that may arise.

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In addition, ongoing and future developments in international political, trade and security policy may lead to new regulations that increase the cost of providing our products and services, negatively impact demand for our products and services and limit international trade and investment,

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Past declines in economic conditions reduced or resulted in slower growth than expected in, among other things, guest spending at our parks and resorts, purchases of and prices for advertising on our platforms and purchases of Company-branded consumer products, and we expect similar impacts as such conditions recur.

Recent inflationary conditions increased certain of our costs, including at our parks

and resorts.

Moreover, the costs of protecting against such incidents reduces the profitability of our operations.

Hurricanes, such as Hurricanes Helene and Milton, which in the case of Hurricane Milton caused Walt Disney World Resort theme parks in Florida to close for one full and partial day, have impacted the operations and profitability of Walt Disney World Resort and may do so in the future.

The profitability of one or more of our businesses could be adversely impacted by the significant contraction of distribution channels for our products and services,

including through third-party licensees or sellers of our licensed goods and services.

Changes in strategy, such as was the case with the most recent reorganization of our media and entertainment operations, can lead to workforce disruptions.

For example, in fiscal 2024, we announced plans for additional expansion of our fleet of cruise ships, and in recent years to expand investment in our Experiences segment.

In addition, in recent years, we have made significant investments in our businesses, such as expansion and renovation of certain of our theme parks, additional cruise ships, the acquisition of TFCF Corporation (TFCF) and investments related to DTC offerings.

There can be

U.S. and international regulators, investors and other stakeholders are increasingly focused on environmental, social and governance matters.

Damage to our reputation or brands could impact our sales, business opportunities, profitability, recruiting and valuation of our securities.

The success of our DTC strategy and profitability of our DTC streaming services will be impacted by the success of the reorganization of our media and entertainment business and the strategic change in our approach to content curation initiated in fiscal 2023; our ability to drive subscriber additions and retention based on the attractiveness of our content, manage churn, achieve the desired financial impact of our DTC pricing, bundling and distribution determinations, the Disney+ ad supported service, monetization and cost containment strategy and the launch of the ESPN flagship DTC service; and the effects of our determinations with regard to distribution for our creative content across windows.

businesses resulted in S&P Global Ratings and Fitch Ratings downgrading our debt ratings.

Elevated indebtedness or leverage ratios could adversely affect us, including by decreasing our business flexibility.

Debt repayment obligations could also reduce funds available for investments, capital expenditures, share repurchases and dividends, and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels.

Our leverage ratios increased as the result of COVID-19’s impact on financial performance, which caused certain of the credit ratings agencies to downgrade their assessment of our credit ratings.

Downgrades to our credit ratings may negatively impact our cost of borrowings and/or make it more difficult for us to obtain financing on acceptable terms.

In July 2024, members of SAG-AFTRA commenced a work stoppage against video game employers, which is ongoing.

and sports advertising revenues are impacted by the timing of sports seasons and events, which varies throughout the year and/or take place periodically.

Further, certain conditions in the healthcare industry, such as prolonged workforce shortages or rising prescription drug prices, may lead to an increase in the cost of medical insurance and expenses.

We face risks related to costs and expenses in connection with the acquisition of NBC Universal’s (NBCU) equity interest in Hulu and the TFCF acquisition.

On November 1, 2023, NBCU exercised its right to require the Company to purchase NBCU’s equity interest in Hulu under a put/call arrangement between the parties.

The purchase price for NBCU’s equity interest in Hulu will be determined based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value as of September 30, 2023 based on a contractual appraisal process, and a guaranteed floor value.

Further, the Company will share with NBCU 50% of the Company’s tax benefit from the purchase of NBCU’s interest in Hulu, which payments are expected to be made primarily over a 15-year period.

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 (see Note 2 of the Consolidated Financial Statements for additional information).

In addition, we may incur significant costs and expenses in connection with the TFCF acquisition, including costs for which we have established reserves or which may lead to reserves in the future.

The cost to purchase NBCU’s equity interest in Hulu and related obligations to NBCU and any such other costs could negatively impact the Company’s cash position and result in the Company incurring additional indebtedness.

secured in the United States.

For example, as previously disclosed in the Company’s Form 10-Q for the third quarter of fiscal 2024, in fiscal 2024 over a terabyte of data from one of the communications systems used by the Company was improperly exfiltrated and released.

In addition, we provide confidential, proprietary and personal information to third parties in certain cases, which information and related systems have been compromised and are also subject to the risk of future material compromise.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | % Change Better (Worse) | | | | | | | | | | | |

| Services | | | $ | [removed: 81,841] [added: 84,588] | | | | | $ | [removed: 79,562] [added: 81,841] | | | | | | | | | | | 3 % | | | | | | | | | | | |

| Products | | | [removed: 9,520] [added: 9,837] | | | | | | [removed: 9,336] [added: 9,520] | | | | | | | | | | | | [removed: 2] [added: 3] % | | | | | | | | | | | |

| Total revenues | | | [removed: 91,361] [added: 94,425] | | | | | | [removed: 88,898] [added: 91,361] | | | | | | | | | | | | 3 % | | | | | | | | | | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (52,509)] [added: (52,677)] | | | | | | [removed: (53,139)] [added: (52,509)] | | | | | | | | | | | | [removed: 1] [added: —] % | | | | | | | | | | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (6,189)] [added: (6,089)] | | | | | | [removed: (6,062)] [added: (6,189)] | | | | | | | | | | | | [removed: (2)] [added: 2] % | | | | | | | | | | | |

| Selling, general, administrative and other | | | [removed: (15,759)] [added: (16,501)] | | | | | | [removed: (15,336)] [added: (15,759)] | | | | | | | | | | | | [removed: (3)] [added: (5)] % | | | | | | | | | | | |

| Depreciation and amortization | | | [removed: (4,990)] [added: (5,326)] | | | | | | [removed: (5,369)] [added: (4,990)] | | | | | | | | | | | | [removed: 7] [added: (7)] % | | | | | | | | | | | |

| Total costs and expenses | | | [removed: (79,447)] [added: (80,593)] | | | | | | [removed: (79,906)] [added: (79,447)] | | | | | | | | | | | | [removed: 1] [added: (1)] % | | | | | | | | | | | |

| Restructuring and impairment charges | | | [removed: (3,595)] [added: (819)] | | | | | | [removed: (3,892)] [added: (3,595)] | | | | | | | | | | | | [removed: 8] [added: 77] % | | | | | | | | | | | |

[removed: | Other income (expense), net | | | (65) | | | | | | 96 | | | | | | | | | | | | nm | | | | | | | | | | | |][added: Other expense]

| Interest expense, net | | | [removed: (1,260)] [added: (1,305)] | | | | | | [removed: (1,209)] [added: (1,260)] | | | | | | | | | | | | (4) % | | | | | | | | | | | |

| Equity in the income of investees, net | | | [removed: 575] [added: 295] | | | | | | [removed: 782] [added: 575] | | | | | | | | | | | | [removed: (26)] [added: (49)] % | | | | | | | | | | | |

| Income before income taxes | | | [removed: 7,569] [added: 12,003] | | | | | | [removed: 4,769] [added: 7,569] | | | | | | | | | | | | 59 % | | | | | | | | | | | |

| Income taxes | | | [removed: (1,796)] [added: 1,428] | | | | | | [removed: (1,379)] [added: (1,796)] | | | | | | | | | | | | [removed: (30) %] [added: nm] | | | | | | | | | | | |

| Net income | | | [removed: 5,773] [added: 13,431] | | | | | | [removed: 3,390] [added: 5,773] | | | | | | | | | | | | [removed: 70] [added: \>100] % | | | | | | | | | | | |

| Net income attributable to noncontrolling interests | | | [removed: (801)] [added: (1,027)] | | | | | | [removed: (1,036)] [added: (801)] | | | | | | | | | | | | [removed: 23] [added: (28)] % | | | | | | | | | | | |

| Net income attributable to Disney | | | $ | [removed: 4,972] [added: 12,404] | | | | | $ | [removed: 2,354] [added: 4,972] | | | | | | | | | | | \>100 % | | | | | | | | | | | |

| Diluted earnings per share attributable to Disney | | | $ | [removed: 2.72] [added: 6.85] | | | | | $ | [removed: 1.29] [added: 2.72] | | | | | | | | | | | \>100 % | | | | | | | | | | | |

- [removed: Developments and] Trends [added: and Uncertainties]

- [added: Entertainment] DTC Product [removed: Descriptions,] [added: Descriptions and] Key Definitions [removed: and Supplemental Information]

In Item 7, we discuss fiscal [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] results and comparisons of fiscal [removed: 2024] [added: 2025] results to fiscal [removed: 2023] [added: 2024] results.

Discussions of fiscal [removed: 2022] [added: 2023] results and comparisons of fiscal [removed: 2023] [added: 2024] results to fiscal [removed: 2022] [added: 2023] results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [Part II, Item 7 of the Company’s Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448923000216/dis-20230930.htm#iefb04f78647c4ff1bec79f603e36c3da_61)] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/dis-20240928.htm#if099789dbfe14e558e4c28ed467a54b7_67)] for the fiscal year ended September [removed: 30, 2023.][added: 28, 2024.]

Revenues for fiscal [removed: 2024] [added: 2025] increased 3%, or [removed: $2.5] [added: $3.1] billion, to [removed: $91.4] [added: $94.4] billion; net income attributable to Disney increased [removed: $2.6] [added: $7.4] billion to income of [removed: $5.0] [added: $12.4] billion compared to [removed: $2.4] [added: $5.0] billion in the prior year; and diluted earnings per share (EPS) from continuing operations attributable to Disney increased to [removed: $2.72] [added: $6.85] compared to [removed: $1.29] [added: $2.72] in the prior year.

[removed: Service] [added: Aside from this impact, service] revenues [removed: for fiscal 2024] increased [removed: 3%, or $2.3 billion, to $81.8 billion,] due to higher subscription revenue, growth at our parks and experiences [removed: businesses, and, to a lesser extent, higher advertising revenue.][added: businesses and an increase in content sales.]

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

[removed: Cost] [added: Aside from this impact, cost] of services [removed: for fiscal 2024 decreased 1%, or $0.6 billion, to $52.5 billion, primarily] [added: increased] due to [removed: lower non-sports programming and production costs, partially offset by] higher [removed: sports] programming and production costs [removed: and] [added: and, to a lesser extent,] the impact of inflation [removed: and increased volumes] at our parks and experiences businesses.

| ($ in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Star India | | | [removed: $] [added: 143] | [removed: 1,545] | | | | | [removed: $] [added: 1,545] | [removed: —] | |

| [removed: Goodwill(1)] [added: Goodwill(3)] | | | [removed: 1,287] [added: —] | | | | | | [removed: 721] [added: 1,287] | | |

| Retail assets | | | [removed: 328] [added: —] | | | | | | [removed: —] [added: 328] | | |

| Content(2) | | | [removed: 187] [added: 109] | | | | | | [removed: 2,577] [added: 187] | | |

| Equity [removed: investments] [added: investments(1)] | | | [removed: 165] [added: $] | [added: 635] | | | | | [removed: 141] [added: $] | [added: 165] | |

| Severance | | | [removed: 83] [added: —] | | | | | | [removed: 357] [added: 83] | | |

[removed: (1)In the current year, goodwill impairments related] [added: (3)Related] to [removed: our] general entertainment linear networks.

[removed: (2)In the current and prior years, content impairments related] [added: (2)Related] to strategic changes in our approach to content curation.

[removed: Other Income (expense), net][added: | Other expense | | | — | | | | | | (65) | | | | | | | | | | | | 100 % | | | | | | | | | | | |]

| ($ in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change Better (Worse) | | |

| [removed: Other, net | | | | | | (65) | | |] [added: Other] | | | [removed: (73)] [added: (68)] | | | | | | [removed: 11 %] [added: —] | | |

| Other [removed: income (expense), net] [added: expense] | | | [added: —] | | | [removed: $] | [removed: (65)] | | [added: (65)] | | | [removed: $] | [removed: 96] | | | | | [removed: nm] | | | [added: 100 % | | | | | | | | | | | |]

On November 14, 2024, the Company and RIL completed the Star India Transaction (see Note 4 to the Consolidated Financial Statements).

The Company recognizes its 37% share of the India 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.

The net income and EPS increases were due to a lower effective tax rate in the current year compared to the prior year and the comparison to impairments related to the Star India Transaction and goodwill in the prior year.

In addition, the increases in net income and EPS were due to higher operating income at Entertainment and Experiences.

The lower effective tax rate was due to a non-cash tax benefit recognized in the current year upon a change in Hulu’s U.S. income tax classification (see Note 9 to the Consolidated Financial Statements).

Service revenues for fiscal 2025 increased 3%, or $2.7 billion, to $84.6 billion, which included an approximate 3 percentage point decrease from the Star India Transaction.

Product revenues for fiscal 2025 increased 3%, or $0.3 billion, to $9.8 billion, driven by growth at our parks and experiences businesses, partially offset by lower physical home entertainment distribution revenue due to a shift to licensing of physical distribution rights to third parties.

Cost of services for fiscal 2025 increased $0.2 billion to $52.7 billion, which included an approximate 4 percentage point decrease from the Star India Transaction.

Cost of products for fiscal 2025 decreased 2%, or $0.1 billion to $6.1 billion, due to a shift to licensing of physical home entertainment distribution, partially offset by the impact of inflation at our theme parks and resorts.

Selling, general, administrative and other costs for fiscal 2025 increased 5%, or $0.7 billion, to $16.5 billion, which included approximately 2 percentage point decrease from the Star India Transaction.

Aside from this impact, selling, general, administrative and other costs increased driven by higher marketing costs.

Depreciation and amortization for fiscal 2025 increased 7%, or $0.3 billion, to $5.3 billion primarily due to higher depreciation at our parks and experiences businesses.

| | | | $ | 819 | | | | | $ | 3,595 | |

(1)Primarily related to A+E (fiscal 2025 and 2024) and Tata Play Limited (fiscal 2025).

In the prior year, the Company recorded a charge of $65 million related to a legal ruling.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

The effective income tax rate was negative 11.9% in the current year compared to a positive effective income tax rate of 23.7% in the prior year.

Items impacting the effective income tax rate include the following:

- The current year included a non-cash tax benefit of approximately 26 percentage points due to a change in Hulu’s U.S. income tax classification

- The prior year reflected an unfavorable impact of approximately 6 percentage points from impairments that are not tax deductible

- The current and prior year reflected favorable adjustments related to prior-year tax matters of 10 percentage points and 3 percentage points, respectively

- The current year included a non-cash tax expense of approximately 2 percentage points and the prior year included a non-cash tax benefit of approximately 1 percentage point in connection with the Star India Transaction

The increase in net income attributable to noncontrolling interests was due to an incremental payment to acquire Hulu, partially offset by the accretion of NBC Universal’s interest in Hulu in the prior year.

- Hulu Transaction Impacts consisting of a $3,277 million benefit in “Income taxes” and a $462 million charge in “Net income attributable to noncontrolling interests”

- Favorable resolution of a prior-year tax matter of $1,016 million

- Restructuring and impairment charges of $819 million ($748 million after tax) and a non-cash tax expense of $244 million related to the Star India Transaction

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

- Favorable adjustments related to prior year tax matters of $418 million

| Hulu Transaction Impacts | | | $ | — | | | | | $ | 3,277 | | | | | $ | 3,277 | | | | | $ | 1.55 | |

| Resolution of a prior-year tax matter | | | — | | | | | | 1,016 | | | | | | 1,016 | | | | | | 0.56 | | |

| Total | | | $ | (2,395) | | | | | $ | 4,486 | | | | | $ | 2,091 | | | | | $ | 0.92 | |

| Favorable adjustments related to prior-year tax matters | | | — | | | | | | 418 | | | | | | 418 | | | | | | 0.23 | | |

Operating expenses at the Entertainment segment consist of the following:

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| Equity in the loss of India joint venture | | | (202) | | | | | | — | | | | | | | | | | | | nm | | | | | | | | | | | |

| Interest expense, net | | | (1,305) | | | | | | (1,260) | | | | | | | | | | | | (4) % | | | | | | | | | | | |

| | | | $ | 42,466 | | | | | $ | 41,186 | | | | | 3 % | | | | | | | | |

| | | | $ | 4,674 | | | | | $ | 3,923 | | | | | 19 % | | | | | | | | |

The EPS increase was due to higher operating income at Entertainment.

These increases were partially offset

by lower theatrical distribution revenue, a decrease in TV/VOD distribution sales and lower affiliate revenue.

Service revenues reflected an approximate 1 percentage point decrease due to an unfavorable movement of the U.S. dollar against major currencies including the impact of our hedging program (Foreign Exchange Impact).

Costs of services reflected an approximate 1 percentage point decrease due to a favorable Foreign Exchange Impact.

Depreciation and amortization decreased 7%, or $0.4 billion, to $5.0 billion due to lower depreciation at our domestic parks and resorts and lower TFCF and Hulu acquisition amortization.

| Costs to exit our Russia businesses and other | | | — | | | | | | 96 | | |

| | | | $ | 3,595 | | | | | $ | 3,892 | |

In the prior year, goodwill impairments related to our general entertainment and international sports linear networks.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| DraftKings gain | | | | | | $ | — | | | | | $ | 169 | | | | | (100) % | | |

In fiscal 2023, the Company recognized a gain of $169 million on its investment in DraftKings, Inc. (DraftKings), which was sold in fiscal 2023.

The decrease in the effective income tax rate in the current year compared to the prior year was due to the recognition of a $418 million benefit in the current year related to prior years’ tax matters (Income Tax Reserve Adjustments) and a lower foreign effective tax rate.

These decreases were partially offset by higher non-tax deductible impairments in the current year compared to the prior year.

We recognized $2.9 billion of impairments in the current year and $0.7 billion of impairments in the prior year that are not tax deductible.

The decrease in net income attributable to noncontrolling interests reflected the comparison to the accretion of NBCU’s interest in Hulu and Major League Baseball’s interest in BAMTech LLC as well as lower results at our National Geographic business.

These decreases were partially offset by improved results at Hong Kong Disneyland Resort.

We had accreted to the redemption value for BAMTech LLC by November 2022 and to the guaranteed floor payment for Hulu by December 2023.

- Income Tax Reserve Adjustments of $418 million

- Other income, net of $96 million, primarily due to the DraftKings gain ($169 million), partially offset by a charge related to a legal ruling ($101 million)

| | | | | | | | | | | | | | | | | | | | | | | | |

| Income Tax Reserve Adjustments | | | — | | | | | | 418 | | | | | | 418 | | | | | | 0.23 | | |

| Other income, net | | | 96 | | | | | | (13) | | | | | | 83 | | | | | | 0.05 | | |

| Total | | | $ | (5,738) | | | | | $ | 1,169 | | | | | $ | (4,569) | | | | | $ | (2.46) | |

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

The Company’s 50% interest in this gain was $56 million (A+E gain) and is included in Restructuring and impairment charges in this table.

campaigns are generally recognized in the business of initial exploitation.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(1) Restructuring and impairment charges in the prior year include the A+E gain.

| | | | $ | 41,186 | | | | | $ | 40,635 | | | | | 1 % | | | | | | | | |

| | | | $ | 3,923 | | | | | $ | 1,444 | | | | | \>100 % | | | | | | | | |

The increase in Entertainment revenues was due to subscription revenue growth, partially offset by decreases in theatrical distribution, affiliate and TV/VOD distribution revenues.

| | | | $ | 6,872 | | | | | $ | 7,369 | | | | | (7) % | | |

| | | | $ | 3,676 | | | | | $ | 4,159 | | | | | (12) % | | |

The decrease in impressions was due to lower average viewership.

Lower rates were driven by a decrease in political advertising at the owned television stations.

International advertising revenue decreased modestly compared to the prior year as decreases of 3% from an unfavorable Foreign Exchange Impact and 3% from fewer impressions were partially offset by an increase of 4% from higher rates.

| | | | $ | (5,083) | | | | | $ | (5,577) | | | | | 9 % | | |

[removed: To achieve these objectives, we primarily use interest rate swaps to] manage net exposure to interest rate changes related to the Company’s portfolio of borrowings.

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

The model includes all of the Company’s debt, interest [removed: rate and] [added: rate,] foreign exchange, and commodities derivatives, and market sensitive equity investments.

VAR on a combined basis decreased to [removed: $255] [added: $201] million at September [removed: 28, 2024] [added: 27, 2025] from [removed: $284] [added: $255] million at September [removed: 30, 2023] [added: 28, 2024] due to reduced interest rate volatility.

| Fiscal [removed: 2024] [added: 2025] | | | | | | Interest Rate Sensitive Financial Instruments | | | | | | Currency Sensitive Financial Instruments | | | | | | Equity Sensitive Financial Instruments | | | | | | Commodity Sensitive Financial Instruments | | | | | | Combined Portfolio | | |

| Year end fiscal 2024 VAR | | | | | | [removed: $ |] 235 | | | | | [removed: $] | 40 | | | | | [removed: $] | 7 | | | | | [removed: $] | 2 | | | | | [removed: $] | 255 | | [added: |]

| Year end fiscal [removed: 2023] [added: 2025] VAR | | | | | | [removed: 258] [added: $] | [added: 164] | | | | | [removed: 45] [added: $] | [added: 57] | | | | | [removed: 4] [added: $] | [added: 4] | | | | | [removed: 4] [added: $] | [added: 2] | | | | | [removed: 284] [added: $] | [added: 201] | |

The VAR for Asia Theme Parks is immaterial as of September [removed: 28, 2024] [added: 27, 2025] and has been excluded from the above table.

To achieve these objectives, we primarily use interest rate swaps to

| Average VAR | | | | | | 217 | | | | | | 55 | | | | | | 6 | | | | | | 2 | | | | | | 242 | | |

| Highest VAR | | | | | | 243 | | | | | | 80 | | | | | | 11 | | | | | | 2 | | | | | | 269 | | |

| Lowest VAR | | | | | | 164 | | | | | | 41 | | | | | | 4 | | | | | | 1 | | | | | | 201 | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| Average VAR | | | | | | 290 | | | | | | 48 | | | | | | 5 | | | | | | 3 | | | | | | 315 | | |

| Highest VAR | | | | | | 416 | | | | | | 57 | | | | | | 7 | | | | | | 4 | | | | | | 444 | | |

| Lowest VAR | | | | | | 235 | | | | | | 40 | | | | | | 4 | | | | | | 2 | | | | | | 255 | | |

◦International: Disney, [removed: FX,] [added: FX and] National Geographic (owned 73% by the Company) [removed: and Star] branded [removed: general entertainment] television channels [removed: outside of the U.S.]

◦Disney+: a global direct-to-consumer (DTC) service that primarily offers general entertainment and family [removed: programming][added: programming.]

◦Hulu: a U.S. DTC service that offers general entertainment [removed: and family] programming and a [removed: digital over-the-top (OTT)] [added: virtual multi-channel video programming distributor (vMVPD)] service that includes live linear streams of various cable and broadcast [removed: networks.][added: networks (Hulu Live TV service).]

See Note [removed: 2] [added: 4] of the Consolidated Financial Statements for [removed: information on Hulu ownership.][added: further information.]

◦Home entertainment distribution: electronic home video licenses, video-on-demand rentals and [removed: sales] [added: licensing] of [removed: DVD/Blu-ray discs][added: physical (DVD/Blu-ray discs) distribution rights]

The [removed: significant] revenues of Entertainment are as follows:

- Subscription fees - Fees charged to customers/subscribers for our DTC streaming [removed: services][added: services, including fees charged to multi-channel video programming distributors (i.e. cable, satellite and telecommunications providers and vMVPDs) (MVPDs) and other distributors]

- Affiliate fees - Fees charged to [removed: multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital OTT service providers) (MVPDs)] [added: MVPDs] for the right to deliver our programming to their customers.

[removed: - TV/VOD distribution - Licensing] [added: ◦Licensing] fees for the right to use our film and episodic content

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

[removed: - Home entertainment distribution - Electronic] [added: ◦Electronic] sales and rentals of film and episodic content through distributors [removed: and royalties from the licensing of physical distribution rights]

The [removed: significant] expenses of Entertainment are as follows:

[removed: - Operating expenses, consisting primarily of programming and production costs,] [added: Other operating expenses include] technology support [removed: costs, operating labor] [added: costs] and distribution costs.

[removed: Programming] [added: ◦Programming] and production [removed: costs include the following:][added: costs, which include:]

[removed: ◦Amortization] [added: ▪Amortization] of capitalized production costs

[removed: ◦Amortization] [added: ▪Amortization] of the costs of licensed programming rights

[removed: ◦Subscriber-based] [added: ▪Subscriber-based] fees for programming our Hulu Live [added: TV] service, including fees paid by Hulu to [removed: the Sports segment] [added: ESPN] and [removed: other] [added: the] Entertainment [removed: segment businesses] [added: linear networks business] for the right to air their linear networks on Hulu Live [added: TV]

[removed: ◦Production] [added: ▪Production] costs related to live programming (primarily news)

[removed: ◦Participations] [added: ▪Participations] and residual expenses

[removed: ◦Fees] [added: ▪Fees] paid to [removed: the Sports segment] [added: ESPN] to program [removed: ESPN on ABC and] certain sports content on [added: ABC Network and] Disney+

Primetime programming includes scripted [removed: series, reality programming] and [removed: a variety of] [added: unscripted programming,] movies and specials.

ABC Network produces a variety of unscripted [removed: series,] [added: programming,] primetime specials, news and daytime programming.

| Disney Channel | | | [removed: 66] [added: 61] | | |

| Freeform | | | [removed: 55] [added: 51] | | |

| National Geographic | | | [removed: 66] [added: 61] | | |

(1)Based on Nielsen Media Research estimates as of September [removed: 2024.][added: 2025.]

Estimates include traditional MVPD and [removed: the majority of digital OTT] [added: vMPVD] subscriber counts.

| WPVI | | | | | | Philadelphia, PA | | | | | | [removed: 4] [added: 5] | | |

| KFSN | | | | | | Fresno, CA | | | | | | [removed: 52] [added: 55] | | |

(1)Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, [removed: 2024][added: 2025]

The Company operates approximately [removed: 265] [added: 180] general entertainment and family channels outside the U.S. in approximately [removed: 40] [added: 30] languages and [removed: 175] [added: 170] countries/territories.

General Entertainment channels include [removed: FX, National Geographic] [added: FX] and [removed: Star branded channels,] [added: National Geographic,] which air a variety of scripted, reality and documentary programming.

As of September [removed: 2024,] [added: 2025,] the estimated number of unique subscribers for our general entertainment channels, based on internal management reports, was approximately [removed: 240] [added: 145] million.

As of September [removed: 2024,] [added: 2025,] the estimated number of unique subscribers for our family channels, based on internal management reports, was approximately [removed: 200] [added: 130] million.

A+E operates a variety of cable channels, [removed: including:][added: the most significant of which are:]

[removed: The services] [added: Disney+ and Hulu] are [added: subscription-based DTC services] offered individually or in various bundles, which may include [removed: ESPN+ (see Sports segment discussion), to customers directly or through] [added: one of the ESPN DTC plans and/or] third-party [removed: distributors on mobile and internet connected devices.][added: DTC services.]

[removed: Disney+ is a subscription-based DTC service with] Disney, Pixar, Marvel, Star Wars and National Geographic branded [removed: programming, which] [added: programming] are all top-level selections or “tiles” within the Disney+ interface.

Outside the U.S., Disney+ includes a Star branded tile, which [added: was rebranded as Hulu in October 2025, that] features general entertainment programming.

As of September [removed: 28, 2024,] [added: 27, 2025,] the estimated number of paid Disney+ subscribers, based on internal management reports, was approximately [removed: 123] [added: 132] million.

As of September [removed: 28, 2024,] [added: 27, 2025,] the estimated number of paid [removed: Disney+ Hotstar] [added: Hulu] subscribers, based on internal management reports, was approximately [removed: 36] [added: 64] million.

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

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

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

Theatrical, TV/VOD and home entertainment distribution revenues are collectively referred to as “content sales.”

- TV/VOD and home entertainment distribution

◦Fees from the licensing of physical distribution rights

- Operating expenses, consisting of the following:

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| FX | | | 62 | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

*Disney+*

Additionally, subscribers to Disney+ have access to certain sports content through an ESPN branded tile on Disney+.

In the U.S., subscribers to bundled offerings (e.g. Disney+ along with Hulu, ESPN Unlimited or ESPN Select) have access to certain content from the other services or plans on Disney+.

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

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 Company has a 70% interest in the combined entity, with the remaining 30% interest retained by Fubo shareholders.

Hulu Live TV will continue to be available to consumers as a separate offering post-closing.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

- ESPN (generally owned 80% by the Company) (See Note 4 of the Consolidated Financial Statements for further information on potential future changes in ESPN ownership)

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

ESPN offers a U.S. subscription-based DTC service with two plans: ESPN Select and ESPN Unlimited, which started in August 2025.

ESPN Unlimited includes access to all of ESPN’s branded television channels and ESPN Select content.

The ESPN DTC plans are offered individually or in various bundles, including with Disney+ and Hulu.

Consumers may also access the service through certain MVPDs.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

In November 2025, this agreement was terminated effective December 1, 2025, and ESPN entered into a promotional services agreement with DraftKings Inc., under which DraftKings Inc. will serve as the exclusive sportsbook and odds provider of ESPN effective December 1, 2025.

Beginning in September 2025, ESPN platforms became the exclusive distributor for all World Wrestling Entertainment Premium Live Events.

(1)Based on Nielsen Media Research estimates as of September 2025.

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.

See Note 4 of the Consolidated Financial Statements for further information.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

Affiliate and subscription revenues vary with the subscriber levels of MVPDs and our streaming services.

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

*Abu Dhabi Resort*

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

◦Disney+ Hotstar: a DTC service primarily in India that offers general entertainment, family and sports programming.

| FX | | | 67 | | |

The number of domestic subscribers, based on Nielsen Media Research estimates as of September 2024, are 58 million for each of A&E, HISTORY and Lifetime and include traditional MVPD and the majority of digital OTT subscriber counts.

A+E programming is available in approximately 200 countries and territories.

Disney+, Disney+ Hotstar and Hulu are subscription services that provide video streaming of the Company’s general entertainment and family programming and similar programming from third parties.

Outside the U.S., Disney+ and Disney+ Hotstar also include international sports programming.

*Disney+ and Disney+ Hotstar*

In the U.S., subscribers to both Disney+ and Hulu may access certain Hulu programming through a tile on Disney+.

In Latin America, Disney+ includes an ESPN branded tile, which features a variety of sports content including live events.

The Company plans to launch an ESPN branded tile on Disney+ in the U.S. in early fiscal 2025.

In certain Latin American countries prior to July 2024, we offered Disney+ as well as Star+, a standalone service with a variety of general entertainment and family content and live sports programming.

At the end of June 2024, we merged these services into a single Disney+ product offering.

Disney+ Hotstar is a subscription-based DTC service available in India, Indonesia, Malaysia and Thailand.

Programming includes television shows, movies, sports and original series in approximately 10 languages, in addition to gaming and social features.

Disney+ Hotstar has exclusive streaming rights to certain cricket programming.

The majority of Disney+ and Disney+ Hotstar revenue is derived from subscription fees and, to a lesser extent, advertising.

Hulu’s revenue is derived from subscription fees and advertising.

As of September 28, 2024, the estimated number of paid Hulu subscribers, based on internal management reports, was approximately 52 million.

Electronic formats are typically available approximately two to ten weeks ahead of the physical release.

We also license titles to video-on-demand e-tailers within five weeks after physical home entertainment distribution.

Distribution of episodic content in the home entertainment window includes electronic sales of season passes that can be purchased prior to, during and after the broadcast season with individual episodes typically available to season pass customers shortly after the initial airing of the show in each territory.

Access to individual episodes is also available for electronic purchase shortly after the initial airing in each territory.

In fiscal 2025, the Company plans to produce or commission approximately 215 episodic and film titles.

We also license, acquire or produce local content for use in various countries/territories.

- ESPN (generally owned 80% by the Company)

- Star: 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.

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

In early fall 2025, the Company plans to launch a new DTC offering, which will include live linear streams of the domestic ESPN-branded television channels and ESPN+.

- Subscription fees

The service is offered individually or in various bundles with Disney+ and Hulu to customers directly or through third-party distributors on mobile and internet connected devices.

ESPN+ revenue is derived from subscription fees, pay-per-view fees and, to a lesser extent, advertising.

Live events available through the service include mixed martial arts, soccer, hockey, boxing, baseball, college sports, golf, tennis and cricket.

ESPN+ is currently the exclusive distributor for Ultimate Fighting Championship (UFC) pay-per-view events in the U.S. As of September 28, 2024, the estimated number of paid ESPN+ subscribers, based on internal management reports, was approximately 26 million.

As of September 2024, the estimated number of subscribers to ESPN branded channels outside the U.S., based on internal management reports, was approximately 55 million.

Star

The Company operates 10 Star branded sports channels in India, in 4 languages.

For the fiscal year ended September [removed: 28, 2024][added: 27, 2025]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was [removed: $223.4] [added: $176.6] billion.

There were [removed: 1,810,939,306] [added: 1,785,288,846] shares of common stock outstanding as of November [removed: 6, 2024.][added: 5, 2025.]

Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the [removed: 2025] [added: 2026] annual meeting of the Company’s shareholders.

| ITEM 1. | | | [removed: [Business](#if099789dbfe14e558e4c28ed467a54b7_16)] [added: [Business](#i7d9364b45e934103988233a5397789f1_16)] | | | [removed: [2](#if099789dbfe14e558e4c28ed467a54b7_13)] [added: [2](#i7d9364b45e934103988233a5397789f1_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#if099789dbfe14e558e4c28ed467a54b7_40)] [added: Factors](#i7d9364b45e934103988233a5397789f1_49)] | | | [removed: [17](#if099789dbfe14e558e4c28ed467a54b7_40)] [added: [17](#i7d9364b45e934103988233a5397789f1_49)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#if099789dbfe14e558e4c28ed467a54b7_43)] [added: Comments](#i7d9364b45e934103988233a5397789f1_52)] | | | [removed: [27](#if099789dbfe14e558e4c28ed467a54b7_43)] [added: [27](#i7d9364b45e934103988233a5397789f1_52)] | | |

| ITEM 2. | | | [removed: [Properties](#if099789dbfe14e558e4c28ed467a54b7_46)] [added: [Properties](#i7d9364b45e934103988233a5397789f1_58)] | | | [removed: [28](#if099789dbfe14e558e4c28ed467a54b7_46)] [added: [28](#i7d9364b45e934103988233a5397789f1_58)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#if099789dbfe14e558e4c28ed467a54b7_49)] [added: Proceedings](#i7d9364b45e934103988233a5397789f1_61)] | | | [removed: [29](#if099789dbfe14e558e4c28ed467a54b7_49)] [added: [29](#i7d9364b45e934103988233a5397789f1_61)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#if099789dbfe14e558e4c28ed467a54b7_52)] [added: Disclosures](#i7d9364b45e934103988233a5397789f1_64)] | | | [removed: [29](#if099789dbfe14e558e4c28ed467a54b7_52)] [added: [29](#i7d9364b45e934103988233a5397789f1_64)] | | |

| [Information About our Executive [removed: Officers](#if099789dbfe14e558e4c28ed467a54b7_55)] [added: Officers](#i7d9364b45e934103988233a5397789f1_67)] | | | | | | [removed: [29](#if099789dbfe14e558e4c28ed467a54b7_55)] [added: [29](#i7d9364b45e934103988233a5397789f1_67)] | | |

| ITEM 5. | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if099789dbfe14e558e4c28ed467a54b7_61)] [added: Securities](#i7d9364b45e934103988233a5397789f1_73)] | | | [removed: [31](#if099789dbfe14e558e4c28ed467a54b7_61)] [added: [31](#i7d9364b45e934103988233a5397789f1_73)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if099789dbfe14e558e4c28ed467a54b7_67)] [added: Operations](#i7d9364b45e934103988233a5397789f1_79)] | | | [removed: [32](#if099789dbfe14e558e4c28ed467a54b7_67)] [added: [32](#i7d9364b45e934103988233a5397789f1_79)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if099789dbfe14e558e4c28ed467a54b7_139)] [added: Risk](#i7d9364b45e934103988233a5397789f1_151)] | | | [removed: [57](#if099789dbfe14e558e4c28ed467a54b7_139)] [added: [56](#i7d9364b45e934103988233a5397789f1_151)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#if099789dbfe14e558e4c28ed467a54b7_142)] [added: Data](#i7d9364b45e934103988233a5397789f1_154)] | | | [removed: [58](#if099789dbfe14e558e4c28ed467a54b7_142)] [added: [58](#i7d9364b45e934103988233a5397789f1_154)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if099789dbfe14e558e4c28ed467a54b7_145)] [added: Disclosure](#i7d9364b45e934103988233a5397789f1_157)] | | | [removed: [58](#if099789dbfe14e558e4c28ed467a54b7_145)] [added: [58](#i7d9364b45e934103988233a5397789f1_157)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#if099789dbfe14e558e4c28ed467a54b7_148)] [added: Procedures](#i7d9364b45e934103988233a5397789f1_160)] | | | [removed: [58](#if099789dbfe14e558e4c28ed467a54b7_148)] [added: [58](#i7d9364b45e934103988233a5397789f1_160)] | | |

| ITEM 9B. | | | [Other [removed: Information](#if099789dbfe14e558e4c28ed467a54b7_151)] [added: Information](#i7d9364b45e934103988233a5397789f1_163)] | | | [removed: [59](#if099789dbfe14e558e4c28ed467a54b7_151)] [added: [58](#i7d9364b45e934103988233a5397789f1_163)] | | |

| ITEM 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if099789dbfe14e558e4c28ed467a54b7_154)] [added: Inspections](#i7d9364b45e934103988233a5397789f1_166)] | | | [removed: [59](#if099789dbfe14e558e4c28ed467a54b7_154)] [added: [58](#i7d9364b45e934103988233a5397789f1_166)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if099789dbfe14e558e4c28ed467a54b7_160)] [added: Governance](#i7d9364b45e934103988233a5397789f1_172)] | | | [removed: [60](#if099789dbfe14e558e4c28ed467a54b7_160)] [added: [59](#i7d9364b45e934103988233a5397789f1_172)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#if099789dbfe14e558e4c28ed467a54b7_163)] [added: Compensation](#i7d9364b45e934103988233a5397789f1_175)] | | | [removed: [60](#if099789dbfe14e558e4c28ed467a54b7_163)] [added: [59](#i7d9364b45e934103988233a5397789f1_175)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if099789dbfe14e558e4c28ed467a54b7_166)] [added: Matters](#i7d9364b45e934103988233a5397789f1_178)] | | | [removed: [60](#if099789dbfe14e558e4c28ed467a54b7_166)] [added: [59](#i7d9364b45e934103988233a5397789f1_178)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if099789dbfe14e558e4c28ed467a54b7_169)] [added: Independence](#i7d9364b45e934103988233a5397789f1_181)] | | | [removed: [60](#if099789dbfe14e558e4c28ed467a54b7_169)] [added: [59](#i7d9364b45e934103988233a5397789f1_181)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#if099789dbfe14e558e4c28ed467a54b7_172)] [added: Services](#i7d9364b45e934103988233a5397789f1_184)] | | | [removed: [60](#if099789dbfe14e558e4c28ed467a54b7_172)] [added: [59](#i7d9364b45e934103988233a5397789f1_184)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if099789dbfe14e558e4c28ed467a54b7_178)] [added: Schedules](#i7d9364b45e934103988233a5397789f1_190)] | | | [removed: [61](#if099789dbfe14e558e4c28ed467a54b7_178)] [added: [60](#i7d9364b45e934103988233a5397789f1_190)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#if099789dbfe14e558e4c28ed467a54b7_181)] [added: Summary](#i7d9364b45e934103988233a5397789f1_193)] | | | [removed: [65](#if099789dbfe14e558e4c28ed467a54b7_181)] [added: [65](#i7d9364b45e934103988233a5397789f1_193)] | | |

| [Consolidated Financial Information — The Walt Disney [removed: Company](#if099789dbfe14e558e4c28ed467a54b7_187)] [added: Company](#i7d9364b45e934103988233a5397789f1_199)] | | | | | | [removed: [67](#if099789dbfe14e558e4c28ed467a54b7_187)] [added: [67](#i7d9364b45e934103988233a5397789f1_199)] | | |

Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results; business plans (including statements regarding new [removed: services and] products and [added: services,] future expenditures, [removed: costs] [added: cost, investments] and [removed: investments);] [added: transactions for which conditions to close have not been satisfied, including entering into additional agreements, regulatory or other approvals or other conditions);] future liabilities and other obligations; impairments and amortization; estimates of the financial impact of certain items, accounting treatment, events or circumstances; competition and seasonality on our businesses and results of operations; and capital allocation, including share repurchases and dividends.

In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” [removed: “should,”] “expects,” “plans,” “could,” “intends,” “target,” “projects,” “forecasts,” “believes,” “estimates,” “anticipates,” “potential,” “continue,” “assumption” or “judgment” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

- international, [added: including tariffs and other trade policies,] political or military developments;

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

| ITEM 1C. | | | [Cybersecurity](#i7d9364b45e934103988233a5397789f1_55) | | | [27](#i7d9364b45e934103988233a5397789f1_55) | | |

| [SIGNATURES](#i7d9364b45e934103988233a5397789f1_196) | | | | | | [66](#i7d9364b45e934103988233a5397789f1_196) | | |

| ITEM 1C. | | | [C](#if099789dbfe14e558e4c28ed467a54b7_3101)[ybersecurity](#if099789dbfe14e558e4c28ed467a54b7_3101) | | | [27](#if099789dbfe14e558e4c28ed467a54b7_3101) | | |

| [SIGNATURES](#if099789dbfe14e558e4c28ed467a54b7_184) | | | | | | [66](#if099789dbfe14e558e4c28ed467a54b7_184) | | |

The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of fiscal [removed: 2024] [added: 2025] that remain unresolved.

Our cybersecurity program is informed by the National Institute of Standards and Technology Cybersecurity Framework [removed: as well as] [added: and] other [added: applicable] globally recognized standards.

These measures include intrusion detection and prevention systems, multi-factor authentication, [added: account management and access controls,] encryption and endpoint protection tools.

To address emerging threats, we employ automated monitoring, vulnerability scans and patch management [removed: processes.][added: processes, network monitoring and defenses, antivirus/antimalware protections and network segmentations.]

From time to time, we engage [added: auditors,] assessors, consultants and other third parties to assist with assessing, identifying and managing cybersecurity risks, including assisting us to conduct some of the foregoing assessments.

Our cybersecurity risk management processes also are informed by intelligence received from [added: law enforcement and other governmental agencies, private sector intelligence networks,] recognized cybersecurity [removed: industry experts] and [added: intelligence firms and] other third-party sources, and as appropriate we engage outside counsel to advise on regulatory compliance and other cybersecurity risk management efforts.

Further, as part of our cybersecurity risk management processes, we maintain [removed: an] [added: a cybersecurity] incident response plan [removed: (IRP)] [added: (CIRP)] that establishes a set of procedures for reporting and handling cybersecurity events.

The [removed: IRP] [added: CIRP] delegates to an internal incident response team the initial assessment, investigation and remediation of the event and includes, among other procedures, guidelines for escalation to senior management and engagement with law enforcement.

In certain instances, events are escalated to the Cybersecurity Incident Disclosure Subcommittee, which is a subcommittee of the Company’s Risk Management Committee (RMC) (discussed further below) and is responsible for, among other things, the accurate and timely disclosure of [added: material cybersecurity incidents under the federal securities laws, including making the materiality determination and approving related securities disclosures.]

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

In fiscal [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

[removed: In] addition, from time to time, senior management briefs the Audit Committee, the Audit Committee Chair and the Board on cybersecurity matters potentially of interest, including cybersecurity events, regulatory disclosures and regulatory trends.

Day-to-day management of our information security strategy and operations is currently the responsibility of our CISO, who reports [removed: into] [added: to] our Chief [added: Information and Data Officer and our Chief Security Officer, both of whom report to our Chief] Financial Officer.

In

Our CISO has approximately 15 years of experience working in information security positions, including having served as CISO for publicly traded companies.

material cybersecurity incidents under the federal securities laws, including making the materiality determination and approving related securities disclosures.

Prior to joining the Company, our CISO held senior leadership roles in various other organizations, including as CISO for a publicly traded, global retailer and as a consultant advising organizations on information security strategy, and as a Special Agent with the U.S. Secret Service focusing on electronic crimes.

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

| Burbank, CA & surrounding cities(1) | | | | | | Land [removed: (201] [added: (182] acres) & Buildings (4,733,000 ft2) | | | | | | Owned Office/Production/Warehouse (includes 240,000 ft2 leased to third-party tenants) | | | | | | Corporate/Entertainment/Experiences | | |

| Burbank, CA & surrounding cities(1) | | | | | | Buildings [removed: (1,760,000] [added: (1,729,000] ft2) | | | | | | Leased Office/Warehouse | | | | | | Corporate/Entertainment/Experiences | | |

| Los Angeles, CA | | | | | | Land (22 acres) & Buildings [removed: (599,000] [added: (634,000] ft2) | | | | | | Owned Office/Production/Technical Warehouse | | | | | | Corporate/Entertainment | | |

| Los Angeles, CA | | | | | | Buildings [removed: (2,434,000] [added: (1,787,000] ft2) | | | | | | Leased Office/Production/Technical/Theater | | | | | | Corporate/Entertainment/Experiences | | |

| New York, NY | | | | | | Buildings [removed: (1,104,000] [added: (1,052,000] ft2) | | | | | | Owned Office | | | | | | Corporate/Entertainment/Sports | | |

| New York, NY | | | | | | Buildings [removed: (2,202,000] [added: (1,083,000] ft2) | | | | | | Leased Office/Production/Theater/Warehouse (includes [removed: 696,000] [added: 676,000] ft2 leased to third-party tenants) | | | | | | Corporate/Entertainment/Experiences/Sports | | |

| San Francisco, CA | | | | | | Buildings [removed: (536,000] [added: (539,000] ft2) | | | | | | Leased Office/Production/Technical/Theater (includes [removed: 47,000] [added: 44,000] ft2 leased to third-party tenants) | | | | | | Corporate/Entertainment | | |

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

| Robert A. Iger | | | | | | [removed: 73] [added: 74] | | | | | | Chief Executive Officer(1) | | | | | | 2022 | | |

| Hugh F. Johnston | | | | | | [removed: 63] [added: 64] | | | | | | Senior Executive Vice President and Chief Financial Officer(2) | | | | | | 2023 | | |

| Horacio E. Gutierrez | | | | | | [removed: 59] [added: 60] | | | | | | Senior Executive Vice President, Chief Legal and [removed: Compliance] [added: Global Affairs] Officer(3) | | | | | | 2022 | | |

| Sonia L. Coleman | | | | | | [removed: 52] [added: 53] | | | | | | Senior Executive Vice President and Chief [removed: Human Resources] [added: People] Officer(4) | | | | | | 2023 | | |

| Kristina K. Schake | | | | | | [removed: 54] [added: 55] | | | | | | Senior Executive Vice President and Chief Communications Officer(5) | | | | | | 2022 | | |

(3)Mr. Gutierrez was appointed Senior Executive Vice President and General Counsel effective February 1, 2022, appointed Senior Executive Vice President, General Counsel and Chief Compliance Officer effective March 27, [removed: 2023 and] [added: 2023,] appointed Senior Executive Vice President, Chief Legal and Compliance Officer effective December 21, [removed: 2023.][added: 2023 and appointed Senior Executive Vice President, Chief Legal and Global Affairs Officer effective November 4, 2025.]

(4)Ms. Coleman was appointed Senior Executive Vice President and Chief Human Resources Officer effective April 8, [removed: 2023.][added: 2023 and appointed Senior Executive Vice President and Chief People Officer effective September 27, 2025.]

Ms. Coleman served as Senior Vice President, Human Resources for Disney General Entertainment from April 2017, [removed: Vice President, Human Resources for the Company from May 2016 and Vice President, Human Resources, Disney Consumer Products from May 2010.]

Vice President, Human Resources for the Company from May 2016 and Vice President, Human Resources, Disney Consumer Products from May 2010.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

See Note 11 of the Consolidated Financial Statements for a summary of the Company’s dividends in fiscal [removed: 2024.][added: 2025.]

As of September [removed: 28, 2024,] [added: 27, 2025,] the approximate number of common shareholders of record was [removed: 734,000.][added: 697,000.]

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended September [removed: 28, 2024:][added: 27, 2025:]

| June 29, 2025 – July 31, 2025 | | | | | | 1,654,000 | | | | | | $ | 121.20 | | | | | 1,654,000 | | | | | | 346 million | | |

| August 1, 2025 – August 31, 2025 | | | | | | 3,956,000 | | | | | | 116.03 | | | | | | 3,956,000 | | | | | | 342 million | | |

| September 1, 2025 – September 27, 2025 | | | | | | 2,896,715 | | | | | | 116.04 | | | | | | 2,896,715 | | | | | | 339 million | | |

| Total | | | | | | 8,506,715 | | | | | | 117.04 | | | | | | 8,506,715 | | | | | | 339 million | | |

| June 30, 2024 – July 31, 2024 | | | | | | 2,732,000 | | | | | | $ | 94.70 | | | | | 2,732,000 | | | | | | 374 million | | |

| August 1, 2024 – August 31, 2024 | | | | | | 1,536,500 | | | | | | 89.18 | | | | | | 1,536,500 | | | | | | 372 million | | |

| September 1, 2024 – September 28, 2024 | | | | | | 742,500 | | | | | | 91.23 | | | | | | 742,500 | | | | | | 372 million | | |

| Total | | | | | | 5,011,000 | | | | | | 92.49 | | | | | | 5,011,000 | | | | | | 372 million | | |

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

See Index to Financial Statements and Supplemental Data on page [removed: [67](#if099789dbfe14e558e4c28ed467a54b7_187).][added: [67](#i7d9364b45e934103988233a5397789f1_199).]

Based on their evaluation as of September [removed: 28, 2024,] [added: 27, 2025,] the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.

Management’s report set forth on page [removed: [68](#if099789dbfe14e558e4c28ed467a54b7_190)] [added: [68](#i7d9364b45e934103988233a5397789f1_202)] is incorporated herein by reference.

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended September [removed: 28, 2024] [added: 27, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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](#i7d9364b45e934103988233a5397789f1_205) and is incorporated herein by reference.

[TABLE OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)

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.

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.

Mr. 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.

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

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

Information regarding Section 16(a) compliance, the Audit Committee, the Company’s code of ethics, background of the directors and director nominations appearing under the captions “Delinquent Section 16(a) Reports,” “The Board of Directors,” “Committees” and “Corporate Governance Documents” in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] annual meeting of Shareholders [removed: (2025] [added: (2026] Proxy Statement) is hereby incorporated by reference.

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 [removed: attached hereto as] [added: set forth in] Exhibit [removed: 19.][added: 19 hereto.]

Information [added: 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 [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

Information setting forth the security ownership of certain beneficial owners and management appearing under the caption “Stock Ownership” and information appearing under the caption “Equity Compensation Plans” in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

Information regarding certain related transactions appearing under the captions “Certain Relationships and Related Person Transactions” and information regarding director independence appearing under the caption “Director Independence” in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

Information appearing under the captions “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

See Index to Financial Statements and Supplemental Data on page [removed: [67](#if099789dbfe14e558e4c28ed467a54b7_187).][added: [67](#i7d9364b45e934103988233a5397789f1_199).]

| 3.3 | | | | | | Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023 | | | | | | [Exhibit [removed: 3.](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[1](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [to] [added: 3.1 to] the Current Report on Form 8-K of the Company [removed: filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [November](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[0, 20](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)[23](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)] [added: filed November 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm)] | | |

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

| 10.11 | | | | | | 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. Iger † | | | | | | [Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [to] [added: 10.1 to] the Form 10-Q of the Company for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [December](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[30](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)] [added: ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex101.htm)] | | |

| 10.12 | | | | | | Employment Agreement Dated as of December 4, 2023 by and between The Walt Disney Company and Hugh F. Johnston † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company [removed: filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm) [November](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm)[.] [added: filed November 6.] 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000209/fy2024_q1x8kxcfoxex101.htm) | | |

| 10.13 | | | | | | 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. Johnston † | | | | | | [Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm) [to] [added: 10.3 to] the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex103.htm) | | |

| [removed: 10.14] [added: 10.15] | | | | | | Employment Agreement, dated as of December 21, 2021 between the Company and Horacio E. Gutierrez † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex104.htm) | | |

| [removed: 10.15] [added: 10.16] | | | | | | Assignment of Employment Agreement dated January 31, 2022 between the Company and Horacio E. Gutierrez † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex105.htm) | | |

| [removed: 10.16] [added: 10.17] | | | | | | Amendment dated July 21, 2022 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex102.htm) | | |

| [removed: 10.17] [added: 10.18] | | | | | | Amendment dated April 21, 2023 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. 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 April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex102.htm) | | |

| [removed: 10.18] [added: 10.19] | | | | | | Amendment dated December 21, 2023 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 [removed: filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm) [December](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm) [](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm)[2.] [added: filed December 22.] 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000274/fy2024_q1xxclcoextensionxe.htm) | | |

| [removed: 10.19] [added: 10.20] | | | | | | Second Amendment dated December 13, 2023 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 † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex104.htm) | | |

| [removed: 10.20] [added: 10.22] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex103.htm) | | |

| [removed: 10.21] [added: 10.23] | | | | | | Amendment dated April 18, 2023 to Employment Agreement, dated June 29, 2022 between the Company and Kristina K. Schake † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of the Company filed April 20, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000090/fy2023_q3x8kxex101.htm) | | |

| [removed: 10.22] [added: 10.24] | | | | | | Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake, as amended † | | | | | | [Exhibit 10.7 to the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex107.htm) | | |

| [removed: 10.23] [added: 10.26] | | | | | | Employment Agreement dated as of April 8, 2023, by and between the Company and Sonia L. Coleman † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended April 1, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448923000099/fy2023_q2x10qxex101.htm) | | |

| [removed: 10.24] [added: 10.27] | | | | | | 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. Coleman † | | | | | | [Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm)[6](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm) [to] [added: 10.6 to] the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex106.htm) | | |

| [removed: 10.25] [added: 10.29] | | | | | | Voluntary Non-Qualified Deferred Compensation Plan † | | | | | | [Exhibit 10.1 to the Current Report on Form 8-K of Legacy Disney filed December 23, 2014](https://www.sec.gov/Archives/edgar/data/1001039/000100103914000258/fy2014_8kxexhibit101xnq.htm) | | |

| [removed: 10.26] [added: 10.31] | | | | | | Description of Directors Compensation | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex101.htm) | | |

| [removed: 10.27] [added: 10.33] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1026.htm) | | |

| [removed: 10.28] [added: 10.34] | | | | | | Form of Assignment and Assumption of Indemnification Agreement for certain officers and directors † | | | | | | [Exhibit 10.1 to the Form 10-Q of the Company for the quarter ended June 29, 2019](https://www.sec.gov/Archives/edgar/data/1744489/000174448919000167/fy2019q310qex101.htm) | | |

| [removed: 10.29] [added: 10.35] | | | | | | 1995 Stock Option Plan for Non-Employee Directors | | | | | | [Exhibit 20 to the Form S-8 Registration Statement (No. 33-57811) of DEI, dated Feb. 23, 1995](https://www.sec.gov/Archives/edgar/data/29082/0000029082-95-000011.txt) | | |

| [removed: 10.30] [added: 10.36] | | | | | | Amended and Restated 2002 Executive Performance Plan † | | | | | | [Annex A to the Proxy Statement for the 2013 Annual Meeting of Legacy Disney](https://www.sec.gov/Archives/edgar/data/1001039/000120677413000240/waltdisney_def14a.htm) | | |

| [removed: 10.31] [added: 10.37] | | | | | | 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”](https://www.sec.gov/Archives/edgar/data/1744489/000119312522012592/d249883ddef14a.htm) | | |

| [removed: 10.32] [added: 10.38] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1001039/000095016803000253/ddef14a.htm) | | |

| [removed: 10.34] [added: 10.39] | | | | | | Amended and Restated 2011 Stock Incentive Plan † | | | | | | [Annex A to Proxy Statement of registrant filed February 1, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/1744489/000174448924000071/dis-20240201.htm) | | |

| [removed: 10.35] [added: 10.40] | | | | | | Disney Key Employees Retirement Savings Plan † | | | | | | [Exhibit 10.1 to the Form 10-Q of Legacy Disney for the quarter ended July 2, 2011](https://www.sec.gov/Archives/edgar/data/1001039/000119312511216691/dex101.htm) | | |

| [removed: 10.36] [added: 10.41] | | | | | | Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. 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](https://www.sec.gov/Archives/edgar/data/1001039/000100103915000133/fy2015_q2x10qxex103.htm) | | |

| [removed: 10.37] [added: 10.42] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000220/fy2021_q4x10kxex1033.htm) | | |

| [removed: 10.38] [added: 10.43] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex109.htm) | | |

| [removed: 10.39] [added: 10.44] | | | | | | Amended and Restated Severance Pay Plan † | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex1039.htm)[iled herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex1039.htm)] [added: [Exhibit 10.39 to the Form 10-K of the Company for the fiscal year ended September 28, 2024](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000276/fy2024_q4x10kxex1039.htm)] | | |

| [removed: 10.40] [added: 10.45] | | | | | | Group Personal Excess Liability Insurance Plan † | | | | | | [Exhibit 10.8 to the Form 10-Q of the Company for the quarter ended January 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000059/fy2022_q1x10qxex108.htm) | | |

| [removed: 10.41] [added: 10.46] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex102.htm) | | |

| [removed: 10.42] [added: 10.47] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex106.htm) | | |

| [removed: 10.43] [added: 10.48] | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000161/fy2022_q3x10qxex107.htm) | | |

| [removed: 10.44] [added: 10.49] | | | | | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | | | | | [Exhibit 10.4 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex104.htm) | | |

| [removed: 10.45] [added: 10.50] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.5 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex105.htm) | | |

| [removed: 10.46] [added: 10.51] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.44 to the Form 10-K of the Company for the fiscal year ended October 1, 2022](https://www.sec.gov/Archives/edgar/data/1744489/000174448922000213/fy2022_q4x10kxex1044.htm) | | |

| [removed: 10.47] [added: 10.52] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | | | | | [Exhibit 10.9 to the Form 10-Q of the Company for the quarter ended December 30, 2023](https://www.sec.gov/Archives/edgar/data/1744489/000174448924000081/fy2024_q1x10qxex109.htm) | | |

| [removed: 10.48] [added: 10.53] | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) † | | | | | | [Exhibit 10.6 to the Form 10-Q of the Company for the quarter ended January 2, 2021](https://www.sec.gov/Archives/edgar/data/1744489/000174448921000047/fy2021_q1x10qxex106.htm) | | |

| 10.14 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000149/fy2025_q4x8kxex101xhjamend.htm)[xhibit 10.1 to the](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000149/fy2025_q4x8kxex101xhjamend.htm) [Current Report on Form 8-K of the Company](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000149/fy2025_q4x8kxex101xhjamend.htm) [filed November 12, 2025](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000149/fy2025_q4x8kxex101xhjamend.htm) | | |

| 10.21 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000147/fy2025_q4x8kxex101xhgamend.htm) | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| 10.25 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000144/fy2025_q4xxex101xschakeame.htm)[xhibit 10.1 to the](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000144/fy2025_q4xxex101xschakeame.htm) [Current Report on Form 8-K of the Company filed October 16, 2025](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000144/fy2025_q4xxex101xschakeame.htm) | | |

| 10.28 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000141/fy2025_q4xxex101xcolemanam.htm)[xhibit 10.1 to the Current Report on Form 8-K of the Company filed](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000141/fy2025_q4xxex101xcolemanam.htm) [October 1, 2025](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000141/fy2025_q4xxex101xcolemanam.htm) | | |

| 10.30 | | | | | | Amendment No. 1 to the Voluntary Non-Qualified Deferred Compensation Plan † | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000155/fy2025_q4x10kxex1030.htm) | | |

| 10.32 | | | | | | Description of Directors Compensation (Effective as of September 28, 2025) | | | | | | [E](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000136/fy2025_q3x10qxex101.htm)[xhibit 10.1 to the Form 10-Q of the Company for the](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000136/fy2025_q3x10qxex101.htm) [quarter ended June 28, 2025](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000136/fy2025_q3x10qxex101.htm) | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| 10.70 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex101.htm) | | |

| 10.71 | | | | | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | | | | | [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex102.htm) [to the Form 10-Q of the Company for the quarter ended December 28, 2024](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex102.htm) | | |

| 10.72 | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to ROIC/TSR/EPS Tests) † | | | | | | [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex103.htm) [to the Form 10-Q of the Company for the quarter ended December 28, 2024](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000067/fy2025_q1x10qxex103.htm) | | |

| 99.1 | | | | | | Equity Award Grants and Equity Issuances | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/1744489/000174448925000155/fy2025_q4x10kxex991.htm) | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| | | | | | | | | | | | | | | |

| 10.33 | | | | | | 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](https://www.sec.gov/Archives/edgar/data/1001039/000119312506245425/dex101.htm) | | |

| 10.65 | | | | | | Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan † | | | | | | [Exhibit 10.1 to the Form 8-K of TFCF filed October 18, 2013](https://www.sec.gov/Archives/edgar/data/1308161/000119312513404025/d612947dex101.htm) | | |

[TABLE [removed: OF](#if099789dbfe14e558e4c28ed467a54b7_7) [CONTENTS](#if099789dbfe14e558e4c28ed467a54b7_7)][added: OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)]

| Date: | | | November [removed: 14, 2024] [added: 13, 2025] | | | | | | By: | | | | | | /s/ ROBERT A. IGER | | |

| /s/ ROBERT A. IGER | | | | | | Chief Executive Officer and Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ HUGH F. JOHNSTON | | | | | | Senior Executive Vice President and Chief Financial Officer | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ BRENT A. WOODFORD | | | | | | Executive Vice President-Controllership, Financial Planning and Tax | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ MARY T. BARRA | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ AMY L. CHANG | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ D. JEREMY DARROCH | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ CAROLYN N. EVERSON | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ MICHAEL B.G. FROMAN | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ JAMES P. GORMAN | | | | | | [added: Chairman of the Board and] Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ MARIA ELENA LAGOMASINO | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ CALVIN R. MCDONALD | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| /s/ DERICA W. RICE | | | | | | Director | | | | | | November [removed: 14, 2024] [added: 13, 2025] | | |

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [68](#if099789dbfe14e558e4c28ed467a54b7_190)] [added: [68](#i7d9364b45e934103988233a5397789f1_202)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [removed: [69](#if099789dbfe14e558e4c28ed467a54b7_193)] [added: [69](#i7d9364b45e934103988233a5397789f1_205)] | | |

| Consolidated Statements of Income for the Years Ended September [added: 27, 2025, September] 28, [removed: 2024,] [added: 2024 and] September 30, 2023 [removed: and October 1, 2022] | | | [removed: [71](#if099789dbfe14e558e4c28ed467a54b7_196)] [added: [71](#i7d9364b45e934103988233a5397789f1_208)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended September [added: 27, 2025, September] 28, [removed: 2024,] [added: 2024 and] September 30, 2023 [removed: and October 1, 2022] | | | [removed: [72](#if099789dbfe14e558e4c28ed467a54b7_202)] [added: [72](#i7d9364b45e934103988233a5397789f1_214)] | | |

| Consolidated Balance Sheets as of September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023] [added: 28, 2024] | | | [removed: [73](#if099789dbfe14e558e4c28ed467a54b7_205)] [added: [73](#i7d9364b45e934103988233a5397789f1_217)] | | |

| Consolidated Statements of Cash Flows for the Years Ended September [added: 27, 2025, September] 28, [removed: 2024,] [added: 2024 and] September 30, 2023 [removed: and October 1, 2022] | | | [removed: [74](#if099789dbfe14e558e4c28ed467a54b7_211)] [added: [74](#i7d9364b45e934103988233a5397789f1_223)] | | |

| Consolidated Statements of Shareholders’ Equity for the Years Ended September [added: 27, 2025, September] 28, [removed: 2024,] [added: 2024 and] September 30, 2023 [removed: and October 1, 2022] | | | [removed: [75](#if099789dbfe14e558e4c28ed467a54b7_214)] [added: [75](#i7d9364b45e934103988233a5397789f1_226)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [76](#if099789dbfe14e558e4c28ed467a54b7_217)] [added: [76](#i7d9364b45e934103988233a5397789f1_229)] | | |

Based on our evaluation under the framework in *Internal Control - Integrated Framework,* management concluded that our internal control over financial reporting was effective as of September [removed: 28, 2024.][added: 27, 2025.]

The effectiveness of our internal control over financial reporting as of September [removed: 28, 2024] [added: 27, 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the “Company”) as of September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023,] [added: 28, 2024,] and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended September [removed: 28, 2024,] [added: 27, 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September [removed: 28, 2024] [added: 27, 2025] and September [removed: 30, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 28, 2024] [added: 27, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

[removed: To determine the fair value of the Company’s reporting units, management] [added: When performing a quantitative assessment, we] generally [removed: uses] [added: use] a present value technique (discounted cash flows) corroborated by market multiples when available and as [removed: appropriate.][added: 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.]

[removed: November 14,] [added: | | | |] 2024 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Services | | | $ | [removed: 81,841] [added: 84,588] | | | | | $ | [removed: 79,562] [added: 81,841] | | | | | $ | [removed: 74,200] [added: 79,562] | |

| Products | | | [removed: 9,520] [added: 9,837] | | | | | | [removed: 9,336] [added: 9,520] | | | | | | [removed: 8,522] [added: 9,336] | | |

| Total revenues | | | [removed: 91,361] [added: 94,425] | | | | | | [removed: 88,898] [added: 91,361] | | | | | | [removed: 82,722] [added: 88,898] | | |

| Cost of services (exclusive of depreciation and amortization) | | | [removed: (52,509)] [added: (52,677)] | | | | | | [removed: (53,139)] [added: (52,509)] | | | | | | [removed: (48,962)] [added: (53,139)] | | |

| Cost of products (exclusive of depreciation and amortization) | | | [removed: (6,189)] [added: (6,089)] | | | | | | [removed: (6,062)] [added: (6,189)] | | | | | | [removed: (5,439)] [added: (6,062)] | | |

| Selling, general, administrative and other | | | [removed: (15,759)] [added: (16,501)] | | | | | | [removed: (15,336)] [added: (15,759)] | | | | | | [removed: (16,388)] [added: (15,336)] | | |

| Depreciation and amortization | | | [removed: (4,990)] [added: (5,326)] | | | | | | [removed: (5,369)] [added: (4,990)] | | | | | | [removed: (5,163)] [added: (5,369)] | | |

| Total costs and expenses | | | [removed: (79,447)] [added: (80,593)] | | | | | | [removed: (79,906)] [added: (79,447)] | | | | | | [removed: (75,952)] [added: (79,906)] | | |

| Restructuring and impairment charges | | | [removed: (3,595)] [added: (819)] | | | | | | [removed: (3,892)] [added: (3,595)] | | | | | | [removed: (237)] [added: (3,892)] | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

*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.

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.

November 13, 2025

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| | | | 33,152 | | | | | | 31,168 | | |

| | | | 41,255 | | | | | | 37,041 | | |

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | 12,404 | | | | | | 785 | | | | | | — | | | | | | 13,189 | | | | | | 528 | | | | | | 13,717 | | |

| Dividends | | | | | | — | | | | | | 17 | | | | | | (1,820) | | | | | | — | | | | | | — | | | | | | (1,803) | | | | | | — | | | | | | (1,803) | | |

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

| 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.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

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

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

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

- TV/VOD and home entertainment distribution

◦Fees from the licensing of physical distribution rights

- Operating expenses, consisting of the following:

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

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

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

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

*India Joint Venture*

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.

[TABLE OF CONTENTS](#i7d9364b45e934103988233a5397789f1_7)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ MARK G. PARKER | | | | | | Chairman of the Board and Director | | | | | | November 14, 2024 | | |

| (Mark G. Parker) | | | | | | | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

*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.

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.

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.

| Loss from discontinued operations, net of income tax benefit of $0, $0 and $14, respectively | | | — | | | | | | — | | | | | | (48) | | |

| Diluted | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 2.72 | | | | | $ | 1.29 | | | | | $ | 1.75 | |

| Discontinued operations | | | — | | | | | | — | | | | | | (0.03) | | |

| Basic | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | |

| | | | 31,168 | | | | | | 27,480 | | |

| | | | 37,041 | | | | | | 34,941 | | |

| Redeemable noncontrolling interests | | | — | | | | | | 9,055 | | |

| Net income from continuing operations | | | $ | 5,773 | | | | | $ | 3,390 | | | | | $ | 3,553 | |

| Net (gain)/loss on investments | | | 5 | | | | | | (166) | | | | | | 714 | | |

| Pension and postretirement medical cost amortization | | | (96) | | | | | | 4 | | | | | | 620 | | |

| Other, net | | | (68) | | | | | | (130) | | | | | | (117) | | |

| *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 | | | — | | | | | | — | | | | | | (4) | | |

| Balance at October 2, 2021 | | | | | | 1,818 | | | | | | $ | 55,471 | | | | | $ | 40,429 | | | | | $ | (6,440) | | | | | $ | (907) | | | | | $ | 88,553 | | | | | $ | 4,458 | | | | | $ | 93,011 | |

| Comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | 3,145 | | | | | | 2,321 | | | | | | — | | | | | | 5,466 | | | | | | (68) | | | | | | 5,398 | | |

| Distributions and other | | | | | | — | | | | | | 2 | | | | | | 62 | | | | | | — | | | | | | — | | | | | | 64 | | | | | | (593) | | | | | | (529) | | |

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

◦Disney+ Hotstar: a DTC service primarily in India that offers general entertainment, family and sports programming.