[10-Q] The Walt Disney Company Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Disney鈥檚 Q3 FY25 (ended 28 Jun 2025) showed solid top-line growth and a sharp earnings jump. Revenue rose 2% YoY to $23.65 bn, while net income attributable to Disney more than doubled to $5.26 bn. Diluted EPS climbed to $2.92 from $1.43, aided by a $3.3 bn non-cash tax benefit tied to the complete purchase of NBCU鈥檚 33% Hulu stake and a $0.4 bn final payment to NBCU.
Segment trends were mixed. Experiences led with operating income up 13% to $2.52 bn on steady parks, resorts and merchandising demand. Sports OI advanced 29% to $1.04 bn despite a 6% revenue dip, reflecting cost management. Entertainment OI fell 15% to $1.02 bn as lower advertising and affiliate fees offset subscription gains. Total segment OI grew 8% to $4.58 bn.
Balance-sheet and cash-flow highlights. Operating cash flow surged 61% to $13.63 bn; CAPEX expanded to $6.11 bn, leaving ~ $7.5 bn in implied free cash flow. Borrowings dropped to $42.26 bn (-$3.55 bn YTD) and cash ended at $5.37 bn after $2.50 bn of share repurchases and $905 mn of dividends. Disney retains $12.25 bn of unused bank capacity (SOFR+0.63鈥�1.10%).
Management booked $185 mn of restructuring and impairment charges and continues cost-saving efforts. Future unsatisfied performance obligations total $16 bn, with $8 bn expected over FY25-26.
Il terzo trimestre dell'anno fiscale 2025 di Disney (terminato il 28 giugno 2025) ha mostrato una solida crescita dei ricavi e un forte aumento degli utili. I ricavi sono cresciuti del 2% su base annua, raggiungendo 23,65 miliardi di dollari, mentre l'utile netto attribuibile a Disney 猫 pi霉 che raddoppiato, arrivando a 5,26 miliardi di dollari. L'EPS diluito 猫 salito a 2,92 dollari da 1,43 dollari, sostenuto da un beneficio fiscale non monetario di 3,3 miliardi di dollari legato all'acquisto completo della quota del 33% di Hulu da NBCU e da un pagamento finale di 0,4 miliardi di dollari a NBCU.
Le performance dei segmenti sono state eterogenee. Il segmento Esperienze ha guidato con un utile operativo in crescita del 13% a 2,52 miliardi di dollari, grazie a una domanda stabile nei parchi, resort e merchandising. L'utile operativo dello Sport 猫 aumentato del 29% a 1,04 miliardi di dollari nonostante un calo del 6% dei ricavi, riflettendo una buona gestione dei costi. L'utile operativo dell'Intrattenimento 猫 diminuito del 15% a 1,02 miliardi di dollari a causa di minori ricavi pubblicitari e da affiliazioni, che hanno compensato i guadagni da abbonamenti. L'utile operativo totale dei segmenti 猫 cresciuto dell'8% a 4,58 miliardi di dollari.
Principali dati di bilancio e flussi di cassa. Il flusso di cassa operativo 猫 aumentato del 61% a 13,63 miliardi di dollari; gli investimenti in capitale (CAPEX) sono saliti a 6,11 miliardi di dollari, lasciando un flusso di cassa libero implicito di circa 7,5 miliardi di dollari. L'indebitamento 猫 sceso a 42,26 miliardi di dollari (-3,55 miliardi da inizio anno) e la liquidit脿 finale ammonta a 5,37 miliardi di dollari dopo riacquisti di azioni per 2,50 miliardi e dividendi per 905 milioni. Disney dispone ancora di una capacit脿 bancaria inutilizzata di 12,25 miliardi di dollari (SOFR+0,63鈥�1,10%).
La direzione ha registrato oneri per ristrutturazioni e svalutazioni pari a 185 milioni di dollari e continua gli sforzi di contenimento dei costi. Le obbligazioni di performance future non ancora soddisfatte ammontano a 16 miliardi di dollari, di cui 8 miliardi previsti per il biennio fiscale 2025-26.
El tercer trimestre del a帽o fiscal 2025 de Disney (finalizado el 28 de junio de 2025) mostr贸 un s贸lido crecimiento en ingresos y un fuerte aumento en ganancias. Los ingresos aumentaron un 2% interanual hasta 23.650 millones de d贸lares, mientras que el ingreso neto atribuible a Disney m谩s que se duplic贸, alcanzando 5.260 millones de d贸lares. Las ganancias diluidas por acci贸n subieron a 2,92 d贸lares desde 1,43 d贸lares, impulsadas por un beneficio fiscal no monetario de 3.300 millones de d贸lares relacionado con la compra total de la participaci贸n del 33% de Hulu de NBCU y un pago final de 400 millones a NBCU.
Las tendencias por segmento fueron mixtas. Experiencias lider贸 con un ingreso operativo que creci贸 un 13% hasta 2.520 millones de d贸lares gracias a una demanda estable en parques, resorts y merchandising. El ingreso operativo de Deportes avanz贸 un 29% hasta 1.040 millones de d贸lares a pesar de una ca铆da del 6% en ingresos, reflejando una buena gesti贸n de costos. El ingreso operativo de Entretenimiento cay贸 un 15% hasta 1.020 millones de d贸lares debido a menores ingresos por publicidad y afiliaciones que contrarrestaron las ganancias por suscripciones. El ingreso operativo total de los segmentos creci贸 un 8% hasta 4.580 millones de d贸lares.
Aspectos destacados del balance y flujo de caja. El flujo de caja operativo aument贸 un 61% hasta 13.630 millones de d贸lares; el CAPEX se expandi贸 a 6.110 millones, dejando un flujo de caja libre impl铆cito de aproximadamente 7.500 millones. Los pr茅stamos disminuyeron a 42.260 millones (-3.550 millones en el a帽o) y el efectivo finaliz贸 en 5.370 millones despu茅s de recompras de acciones por 2.500 millones y dividendos por 905 millones. Disney mantiene una capacidad bancaria no utilizada de 12.250 millones (SOFR+0,63鈥�1,10%).
La administraci贸n registr贸 cargos por reestructuraci贸n y deterioro por 185 millones y contin煤a con esfuerzos de ahorro de costos. Las obligaciones de rendimiento futuras no satisfechas suman 16.000 millones, con 8.000 millones esperados para el FY25-26.
霐旍雼堨潣 2025 須岅硠鞐半弰 3攵勱赴(2025雲� 6鞗� 28鞚� 膦呺)電� 瓴碃頃� 毵れ稖 靹膘灔瓿� 旮夑博頃� 鞚挫澋 歃濌皜毳� 氤挫榾鞀惦媹雼�. 毵れ稖鞚� 鞝勲厔 雽�牍� 2% 歃濌皜頃� 236鞏� 5觳滊 雼煬毳� 旮半頄堨溂氅�, 霐旍雼堨棎 攴�靻嶋悩電� 靾滌澊鞚奠潃 霊� 氚� 鞚挫儊 歃濌皜頃橃棳 52鞏� 6觳滊 雼煬鞐� 雼枅鞀惦媹雼�. 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� 1.43雼煬鞐愳劀 2.92雼煬搿� 靸侅姽頄堨溂氅�, 鞚措姅 NBC鞙犽媹氩勳劋(NBCU)鞚� Hulu 歆�攵� 33% 鞕勳爠 鞚胳垬鞕� 甏�霠悳 33鞏� 雼煬 牍勴槃旮堨劚 靹戈笀 順滍儩 氚� NBCU鞐� 雽�頃� 4觳滊 雼煬 斓滌 歆�旮夑笀 雿曤秳鞛呺媹雼�.
攵�氍鸽硠 鞁れ爜鞚� 順检“靹鸽ゼ 氤挫榾鞀惦媹雼�. 觳错棙 攵�氍胳潃 鞖挫榿 鞚挫澋鞚� 13% 歃濌皜頃� 25鞏� 2觳滊 雼煬搿�, 韰岆韺岉伂, 毽“韸� 氚� 靸來拡 靾橃殧臧� 鞎堨爼鞝侅溂搿� 鞙犾霅橂┐靹� 靹犽弰頄堨姷雼堧嫟. 鞀ろ彫旄� 攵�氍胳潃 毵れ稖鞚� 6% 臧愳唽頄堨潓鞐愲弰 攵堦惮頃橁碃 牍勳毄 甏�毽� 雿曤秳鞐� 鞖挫榿 鞚挫澋鞚� 29% 歃濌皜頃� 10鞏� 4觳滊 雼煬毳� 旮半頄堨姷雼堧嫟. 鞐旐劙韰岇澑毹柬姼 攵�氍胳潃 甏戧碃 氚� 鞝滍湸 靾橃垬耄� 臧愳唽搿� 甑弲 歃濌皜 須臣毳� 靸侅噭頃橂┌ 鞖挫榿 鞚挫澋鞚� 15% 臧愳唽頃� 10鞏� 2觳滊 雼煬鞐� 攴胳长鞀惦媹雼�. 鞝勳泊 攵�氍� 鞖挫榿 鞚挫澋鞚� 8% 歃濌皜頃� 45鞏� 8觳滊 雼煬鞓�鞀惦媹雼�.
鞛 靸來儨 氚� 順勱笀 頋愲 欤检殧 靷暛. 鞓侅梾 順勱笀 頋愲鞚� 61% 旮夓頃橃棳 136鞏� 3觳滊 雼煬鞐� 雼枅鞙茧┌, 鞛愲掣鞝� 歆�於�(CAPEX)鞚� 61鞏� 1觳滊 雼煬搿� 頇曤寑霅橃柎 鞎� 75鞏� 雼煬鞚� 鞛愳湢 順勱笀 頋愲鞚� 鞎旍嫓霅╇媹雼�. 彀瀰旮堨潃 422鞏� 6觳滊 雼煬搿� 臧愳唽(-35鞏� 5觳滊 雼煬 YTD)頄堨溂氅�, 欤检嫕 鞛Г鞛� 25鞏� 雼煬鞕� 氚半嫻旮� 9鞏� 500毵� 雼煬 歆�旮� 頉� 順勱笀 鞛旍暋鞚� 53鞏� 7觳滊 雼煬鞛呺媹雼�. 霐旍雼堧姅 SOFR+0.63鈥�1.10%鞚� 臁瓣贝鞙茧 122鞏� 5觳滊 雼煬鞚� 氙胳偓鞖� 鞚�頄� 雽�於� 頃滊弰毳� 氤挫湢頃橁碃 鞛堨姷雼堧嫟.
瓴届榿歆勳潃 1鞏� 8,500毵� 雼煬鞚� 甑“臁办爼 氚� 靻愳儊彀啇鞚� 旮半頄堨溂氅�, 牍勳毄 鞝堦皭 雲鸽牓鞚� 歆�靻嶍晿瓿� 鞛堨姷雼堧嫟. 頄ロ泟 氙胳订臁� 靹标臣 鞚橂電� 齑� 160鞏� 雼煬鞚措┌, 80鞏� 雼煬電� 2025~2026 須岅硠鞐半弰鞐� 鞓堨儊霅╇媹雼�.
Le troisi猫me trimestre de l鈥檈xercice 2025 de Disney (clos le 28 juin 2025) a affich茅 une solide croissance du chiffre d鈥檃ffaires et une forte progression des b茅n茅fices. Le chiffre d鈥檃ffaires a augment茅 de 2 % en glissement annuel pour atteindre 23,65 milliards de dollars, tandis que le r茅sultat net attribuable 脿 Disney a plus que doubl茅, atteignant 5,26 milliards de dollars. Le BPA dilu茅 a grimp茅 脿 2,92 $ contre 1,43 $, soutenu par un avantage fiscal non mon茅taire de 3,3 milliards de dollars li茅 脿 l鈥檃chat complet de la participation de 33 % de Hulu d茅tenue par NBCU et un paiement final de 0,4 milliard de dollars 脿 NBCU.
Les tendances par segment 茅taient mitig茅es. Le segment Exp茅riences a men茅 avec un r茅sultat op茅rationnel en hausse de 13 % 脿 2,52 milliards de dollars, port茅 par une demande stable dans les parcs, resorts et merchandising. Le r茅sultat op茅rationnel des Sports a progress茅 de 29 % 脿 1,04 milliard de dollars malgr茅 une baisse de 6 % du chiffre d鈥檃ffaires, refl茅tant une bonne gestion des co没ts. Le r茅sultat op茅rationnel du Divertissement a chut茅 de 15 % 脿 1,02 milliard de dollars, les baisses des revenus publicitaires et des commissions d鈥檃ffiliation compensant les gains des abonnements. Le r茅sultat op茅rationnel total des segments a augment茅 de 8 % 脿 4,58 milliards de dollars.
Points cl茅s du bilan et des flux de tr茅sorerie. Les flux de tr茅sorerie op茅rationnels ont bondi de 61 % pour atteindre 13,63 milliards de dollars ; les d茅penses d鈥檌nvestissement (CAPEX) ont augment茅 脿 6,11 milliards, laissant un flux de tr茅sorerie libre implicite d鈥檈nviron 7,5 milliards. L鈥檈ndettement a diminu茅 脿 42,26 milliards (-3,55 milliards depuis le d茅but de l鈥檃nn茅e) et la tr茅sorerie s鈥檈st 茅tablie 脿 5,37 milliards apr猫s des rachats d鈥檃ctions de 2,50 milliards et des dividendes de 905 millions. Disney dispose encore d鈥檜ne capacit茅 bancaire inutilis茅e de 12,25 milliards (SOFR+0,63鈥�1,10 %).
La direction a comptabilis茅 185 millions de charges de restructuration et de d茅pr茅ciation et poursuit ses efforts d鈥櫭ヽonomies de co没ts. Les obligations de performance futures non satisfaites totalisent 16 milliards, dont 8 milliards attendus sur l鈥檈xercice 2025-26.
Disneys Q3 im Gesch盲ftsjahr 2025 (endet am 28. Juni 2025) zeigte ein solides Umsatzwachstum und einen deutlichen Gewinnanstieg. Der Umsatz stieg im Jahresvergleich um 2 % auf 23,65 Mrd. USD, w盲hrend der auf Disney entfallende Nettogewinn sich mehr als verdoppelte und 5,26 Mrd. USD erreichte. Das verw盲sserte Ergebnis je Aktie (EPS) kletterte von 1,43 USD auf 2,92 USD, unterst眉tzt durch einen nicht zahlungswirksamen Steuervorteil von 3,3 Mrd. USD, der mit dem vollst盲ndigen Kauf des 33%-Anteils von Hulu von NBCU zusammenh盲ngt, sowie eine abschlie脽ende Zahlung von 0,4 Mrd. USD an NBCU.
Die Segmenttrends waren gemischt. Der Bereich Experiences f眉hrte mit einem operativen Ergebnis, das um 13 % auf 2,52 Mrd. USD anstieg, getragen von stabiler Nachfrage in Parks, Resorts und Merchandising. Das operative Ergebnis im Bereich Sports stieg trotz eines Umsatzr眉ckgangs von 6 % um 29 % auf 1,04 Mrd. USD, was auf Kostenmanagement zur眉ckzuf眉hren ist. Das operative Ergebnis im Bereich Entertainment sank um 15 % auf 1,02 Mrd. USD, da geringere Werbe- und Affiliate-Einnahmen die Zuw盲chse bei Abonnements ausglichen. Das gesamte operative Segmentergebnis wuchs um 8 % auf 4,58 Mrd. USD.
Bilanz- und Cashflow-Highlights. Der operative Cashflow stieg um 61 % auf 13,63 Mrd. USD; die Investitionen (CAPEX) erh枚hten sich auf 6,11 Mrd. USD, was einen impliziten freien Cashflow von ca. 7,5 Mrd. USD hinterl盲sst. Die Verschuldung sank auf 42,26 Mrd. USD (-3,55 Mrd. USD seit Jahresbeginn) und die liquiden Mittel beliefen sich nach Aktienr眉ckk盲ufen von 2,50 Mrd. USD und Dividendenzahlungen von 905 Mio. USD auf 5,37 Mrd. USD. Disney verf眉gt 眉ber eine ungenutzte Bankkapazit盲t von 12,25 Mrd. USD (SOFR+0,63鈥�1,10 %).
Das Management verbuchte Restrukturierungs- und Wertminderungsaufwendungen von 185 Mio. USD und setzt Kosteneinsparungen fort. Zuk眉nftige noch nicht erf眉llte Leistungsverpflichtungen belaufen sich auf 16 Mrd. USD, davon werden 8 Mrd. USD f眉r die Gesch盲ftsjahre 2025-26 erwartet.
Positive
- Diluted EPS jumped 104% YoY to $2.92, the highest quarterly level in two years.
- Operating cash flow rose 61% to $13.6 bn, supporting ongoing buybacks and dividends.
- Experiences segment operating income grew 13% to $2.52 bn, highlighting resilient park demand.
- Total borrowings fell $3.6 bn YTD, improving leverage, while $12.25 bn of bank capacity remains unused.
Negative
- Entertainment operating income dropped 15%, reflecting weaker advertising and affiliate trends.
- Sports revenue declined 6%, underscoring volatility in the linear TV ecosystem.
- Cash balance fell to $5.37 bn from $6.00 bn, partly due to $2.5 bn in share repurchases.
- $185 mn in restructuring and impairment charges signal continued cost-cutting pressures.
Insights
TL;DR: Earnings beat driven by tax windfall; core OI up modestly, parks robust, entertainment soft.
Disney鈥檚 EPS surge is primarily a one-time Hulu-related tax benefit鈥攚ithout it, growth would be mid-single-digit. Still, segment OI expanded 8%, led by Experiences and improved Sports margins. Cash generation is strong, enabling $2.5 bn buybacks and debt pay-down. The mix shift underscores reliance on parks to offset streaming and linear headwinds. Key watch-items: sustained DTC profitability and integration of Hulu Live with Fubo.
TL;DR: Balance-sheet de-risking continues; liquidity ample, but earnings quality skewed.
Net debt reductions and untouched $12 bn credit lines lower leverage risk. However, restructuring charges and higher CAPEX pressure near-term free cash. Entertainment OI decline signals competitive and ad-market pressures. One-off tax gain inflates bottom line; investors should normalise EPS. Overall impact neutral to mildly positive given cash flow strength.
Il terzo trimestre dell'anno fiscale 2025 di Disney (terminato il 28 giugno 2025) ha mostrato una solida crescita dei ricavi e un forte aumento degli utili. I ricavi sono cresciuti del 2% su base annua, raggiungendo 23,65 miliardi di dollari, mentre l'utile netto attribuibile a Disney 猫 pi霉 che raddoppiato, arrivando a 5,26 miliardi di dollari. L'EPS diluito 猫 salito a 2,92 dollari da 1,43 dollari, sostenuto da un beneficio fiscale non monetario di 3,3 miliardi di dollari legato all'acquisto completo della quota del 33% di Hulu da NBCU e da un pagamento finale di 0,4 miliardi di dollari a NBCU.
Le performance dei segmenti sono state eterogenee. Il segmento Esperienze ha guidato con un utile operativo in crescita del 13% a 2,52 miliardi di dollari, grazie a una domanda stabile nei parchi, resort e merchandising. L'utile operativo dello Sport 猫 aumentato del 29% a 1,04 miliardi di dollari nonostante un calo del 6% dei ricavi, riflettendo una buona gestione dei costi. L'utile operativo dell'Intrattenimento 猫 diminuito del 15% a 1,02 miliardi di dollari a causa di minori ricavi pubblicitari e da affiliazioni, che hanno compensato i guadagni da abbonamenti. L'utile operativo totale dei segmenti 猫 cresciuto dell'8% a 4,58 miliardi di dollari.
Principali dati di bilancio e flussi di cassa. Il flusso di cassa operativo 猫 aumentato del 61% a 13,63 miliardi di dollari; gli investimenti in capitale (CAPEX) sono saliti a 6,11 miliardi di dollari, lasciando un flusso di cassa libero implicito di circa 7,5 miliardi di dollari. L'indebitamento 猫 sceso a 42,26 miliardi di dollari (-3,55 miliardi da inizio anno) e la liquidit脿 finale ammonta a 5,37 miliardi di dollari dopo riacquisti di azioni per 2,50 miliardi e dividendi per 905 milioni. Disney dispone ancora di una capacit脿 bancaria inutilizzata di 12,25 miliardi di dollari (SOFR+0,63鈥�1,10%).
La direzione ha registrato oneri per ristrutturazioni e svalutazioni pari a 185 milioni di dollari e continua gli sforzi di contenimento dei costi. Le obbligazioni di performance future non ancora soddisfatte ammontano a 16 miliardi di dollari, di cui 8 miliardi previsti per il biennio fiscale 2025-26.
El tercer trimestre del a帽o fiscal 2025 de Disney (finalizado el 28 de junio de 2025) mostr贸 un s贸lido crecimiento en ingresos y un fuerte aumento en ganancias. Los ingresos aumentaron un 2% interanual hasta 23.650 millones de d贸lares, mientras que el ingreso neto atribuible a Disney m谩s que se duplic贸, alcanzando 5.260 millones de d贸lares. Las ganancias diluidas por acci贸n subieron a 2,92 d贸lares desde 1,43 d贸lares, impulsadas por un beneficio fiscal no monetario de 3.300 millones de d贸lares relacionado con la compra total de la participaci贸n del 33% de Hulu de NBCU y un pago final de 400 millones a NBCU.
Las tendencias por segmento fueron mixtas. Experiencias lider贸 con un ingreso operativo que creci贸 un 13% hasta 2.520 millones de d贸lares gracias a una demanda estable en parques, resorts y merchandising. El ingreso operativo de Deportes avanz贸 un 29% hasta 1.040 millones de d贸lares a pesar de una ca铆da del 6% en ingresos, reflejando una buena gesti贸n de costos. El ingreso operativo de Entretenimiento cay贸 un 15% hasta 1.020 millones de d贸lares debido a menores ingresos por publicidad y afiliaciones que contrarrestaron las ganancias por suscripciones. El ingreso operativo total de los segmentos creci贸 un 8% hasta 4.580 millones de d贸lares.
Aspectos destacados del balance y flujo de caja. El flujo de caja operativo aument贸 un 61% hasta 13.630 millones de d贸lares; el CAPEX se expandi贸 a 6.110 millones, dejando un flujo de caja libre impl铆cito de aproximadamente 7.500 millones. Los pr茅stamos disminuyeron a 42.260 millones (-3.550 millones en el a帽o) y el efectivo finaliz贸 en 5.370 millones despu茅s de recompras de acciones por 2.500 millones y dividendos por 905 millones. Disney mantiene una capacidad bancaria no utilizada de 12.250 millones (SOFR+0,63鈥�1,10%).
La administraci贸n registr贸 cargos por reestructuraci贸n y deterioro por 185 millones y contin煤a con esfuerzos de ahorro de costos. Las obligaciones de rendimiento futuras no satisfechas suman 16.000 millones, con 8.000 millones esperados para el FY25-26.
霐旍雼堨潣 2025 須岅硠鞐半弰 3攵勱赴(2025雲� 6鞗� 28鞚� 膦呺)電� 瓴碃頃� 毵れ稖 靹膘灔瓿� 旮夑博頃� 鞚挫澋 歃濌皜毳� 氤挫榾鞀惦媹雼�. 毵れ稖鞚� 鞝勲厔 雽�牍� 2% 歃濌皜頃� 236鞏� 5觳滊 雼煬毳� 旮半頄堨溂氅�, 霐旍雼堨棎 攴�靻嶋悩電� 靾滌澊鞚奠潃 霊� 氚� 鞚挫儊 歃濌皜頃橃棳 52鞏� 6觳滊 雼煬鞐� 雼枅鞀惦媹雼�. 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� 1.43雼煬鞐愳劀 2.92雼煬搿� 靸侅姽頄堨溂氅�, 鞚措姅 NBC鞙犽媹氩勳劋(NBCU)鞚� Hulu 歆�攵� 33% 鞕勳爠 鞚胳垬鞕� 甏�霠悳 33鞏� 雼煬 牍勴槃旮堨劚 靹戈笀 順滍儩 氚� NBCU鞐� 雽�頃� 4觳滊 雼煬 斓滌 歆�旮夑笀 雿曤秳鞛呺媹雼�.
攵�氍鸽硠 鞁れ爜鞚� 順检“靹鸽ゼ 氤挫榾鞀惦媹雼�. 觳错棙 攵�氍胳潃 鞖挫榿 鞚挫澋鞚� 13% 歃濌皜頃� 25鞏� 2觳滊 雼煬搿�, 韰岆韺岉伂, 毽“韸� 氚� 靸來拡 靾橃殧臧� 鞎堨爼鞝侅溂搿� 鞙犾霅橂┐靹� 靹犽弰頄堨姷雼堧嫟. 鞀ろ彫旄� 攵�氍胳潃 毵れ稖鞚� 6% 臧愳唽頄堨潓鞐愲弰 攵堦惮頃橁碃 牍勳毄 甏�毽� 雿曤秳鞐� 鞖挫榿 鞚挫澋鞚� 29% 歃濌皜頃� 10鞏� 4觳滊 雼煬毳� 旮半頄堨姷雼堧嫟. 鞐旐劙韰岇澑毹柬姼 攵�氍胳潃 甏戧碃 氚� 鞝滍湸 靾橃垬耄� 臧愳唽搿� 甑弲 歃濌皜 須臣毳� 靸侅噭頃橂┌ 鞖挫榿 鞚挫澋鞚� 15% 臧愳唽頃� 10鞏� 2觳滊 雼煬鞐� 攴胳长鞀惦媹雼�. 鞝勳泊 攵�氍� 鞖挫榿 鞚挫澋鞚� 8% 歃濌皜頃� 45鞏� 8觳滊 雼煬鞓�鞀惦媹雼�.
鞛 靸來儨 氚� 順勱笀 頋愲 欤检殧 靷暛. 鞓侅梾 順勱笀 頋愲鞚� 61% 旮夓頃橃棳 136鞏� 3觳滊 雼煬鞐� 雼枅鞙茧┌, 鞛愲掣鞝� 歆�於�(CAPEX)鞚� 61鞏� 1觳滊 雼煬搿� 頇曤寑霅橃柎 鞎� 75鞏� 雼煬鞚� 鞛愳湢 順勱笀 頋愲鞚� 鞎旍嫓霅╇媹雼�. 彀瀰旮堨潃 422鞏� 6觳滊 雼煬搿� 臧愳唽(-35鞏� 5觳滊 雼煬 YTD)頄堨溂氅�, 欤检嫕 鞛Г鞛� 25鞏� 雼煬鞕� 氚半嫻旮� 9鞏� 500毵� 雼煬 歆�旮� 頉� 順勱笀 鞛旍暋鞚� 53鞏� 7觳滊 雼煬鞛呺媹雼�. 霐旍雼堧姅 SOFR+0.63鈥�1.10%鞚� 臁瓣贝鞙茧 122鞏� 5觳滊 雼煬鞚� 氙胳偓鞖� 鞚�頄� 雽�於� 頃滊弰毳� 氤挫湢頃橁碃 鞛堨姷雼堧嫟.
瓴届榿歆勳潃 1鞏� 8,500毵� 雼煬鞚� 甑“臁办爼 氚� 靻愳儊彀啇鞚� 旮半頄堨溂氅�, 牍勳毄 鞝堦皭 雲鸽牓鞚� 歆�靻嶍晿瓿� 鞛堨姷雼堧嫟. 頄ロ泟 氙胳订臁� 靹标臣 鞚橂電� 齑� 160鞏� 雼煬鞚措┌, 80鞏� 雼煬電� 2025~2026 須岅硠鞐半弰鞐� 鞓堨儊霅╇媹雼�.
Le troisi猫me trimestre de l鈥檈xercice 2025 de Disney (clos le 28 juin 2025) a affich茅 une solide croissance du chiffre d鈥檃ffaires et une forte progression des b茅n茅fices. Le chiffre d鈥檃ffaires a augment茅 de 2 % en glissement annuel pour atteindre 23,65 milliards de dollars, tandis que le r茅sultat net attribuable 脿 Disney a plus que doubl茅, atteignant 5,26 milliards de dollars. Le BPA dilu茅 a grimp茅 脿 2,92 $ contre 1,43 $, soutenu par un avantage fiscal non mon茅taire de 3,3 milliards de dollars li茅 脿 l鈥檃chat complet de la participation de 33 % de Hulu d茅tenue par NBCU et un paiement final de 0,4 milliard de dollars 脿 NBCU.
Les tendances par segment 茅taient mitig茅es. Le segment Exp茅riences a men茅 avec un r茅sultat op茅rationnel en hausse de 13 % 脿 2,52 milliards de dollars, port茅 par une demande stable dans les parcs, resorts et merchandising. Le r茅sultat op茅rationnel des Sports a progress茅 de 29 % 脿 1,04 milliard de dollars malgr茅 une baisse de 6 % du chiffre d鈥檃ffaires, refl茅tant une bonne gestion des co没ts. Le r茅sultat op茅rationnel du Divertissement a chut茅 de 15 % 脿 1,02 milliard de dollars, les baisses des revenus publicitaires et des commissions d鈥檃ffiliation compensant les gains des abonnements. Le r茅sultat op茅rationnel total des segments a augment茅 de 8 % 脿 4,58 milliards de dollars.
Points cl茅s du bilan et des flux de tr茅sorerie. Les flux de tr茅sorerie op茅rationnels ont bondi de 61 % pour atteindre 13,63 milliards de dollars ; les d茅penses d鈥檌nvestissement (CAPEX) ont augment茅 脿 6,11 milliards, laissant un flux de tr茅sorerie libre implicite d鈥檈nviron 7,5 milliards. L鈥檈ndettement a diminu茅 脿 42,26 milliards (-3,55 milliards depuis le d茅but de l鈥檃nn茅e) et la tr茅sorerie s鈥檈st 茅tablie 脿 5,37 milliards apr猫s des rachats d鈥檃ctions de 2,50 milliards et des dividendes de 905 millions. Disney dispose encore d鈥檜ne capacit茅 bancaire inutilis茅e de 12,25 milliards (SOFR+0,63鈥�1,10 %).
La direction a comptabilis茅 185 millions de charges de restructuration et de d茅pr茅ciation et poursuit ses efforts d鈥櫭ヽonomies de co没ts. Les obligations de performance futures non satisfaites totalisent 16 milliards, dont 8 milliards attendus sur l鈥檈xercice 2025-26.
Disneys Q3 im Gesch盲ftsjahr 2025 (endet am 28. Juni 2025) zeigte ein solides Umsatzwachstum und einen deutlichen Gewinnanstieg. Der Umsatz stieg im Jahresvergleich um 2 % auf 23,65 Mrd. USD, w盲hrend der auf Disney entfallende Nettogewinn sich mehr als verdoppelte und 5,26 Mrd. USD erreichte. Das verw盲sserte Ergebnis je Aktie (EPS) kletterte von 1,43 USD auf 2,92 USD, unterst眉tzt durch einen nicht zahlungswirksamen Steuervorteil von 3,3 Mrd. USD, der mit dem vollst盲ndigen Kauf des 33%-Anteils von Hulu von NBCU zusammenh盲ngt, sowie eine abschlie脽ende Zahlung von 0,4 Mrd. USD an NBCU.
Die Segmenttrends waren gemischt. Der Bereich Experiences f眉hrte mit einem operativen Ergebnis, das um 13 % auf 2,52 Mrd. USD anstieg, getragen von stabiler Nachfrage in Parks, Resorts und Merchandising. Das operative Ergebnis im Bereich Sports stieg trotz eines Umsatzr眉ckgangs von 6 % um 29 % auf 1,04 Mrd. USD, was auf Kostenmanagement zur眉ckzuf眉hren ist. Das operative Ergebnis im Bereich Entertainment sank um 15 % auf 1,02 Mrd. USD, da geringere Werbe- und Affiliate-Einnahmen die Zuw盲chse bei Abonnements ausglichen. Das gesamte operative Segmentergebnis wuchs um 8 % auf 4,58 Mrd. USD.
Bilanz- und Cashflow-Highlights. Der operative Cashflow stieg um 61 % auf 13,63 Mrd. USD; die Investitionen (CAPEX) erh枚hten sich auf 6,11 Mrd. USD, was einen impliziten freien Cashflow von ca. 7,5 Mrd. USD hinterl盲sst. Die Verschuldung sank auf 42,26 Mrd. USD (-3,55 Mrd. USD seit Jahresbeginn) und die liquiden Mittel beliefen sich nach Aktienr眉ckk盲ufen von 2,50 Mrd. USD und Dividendenzahlungen von 905 Mio. USD auf 5,37 Mrd. USD. Disney verf眉gt 眉ber eine ungenutzte Bankkapazit盲t von 12,25 Mrd. USD (SOFR+0,63鈥�1,10 %).
Das Management verbuchte Restrukturierungs- und Wertminderungsaufwendungen von 185 Mio. USD und setzt Kosteneinsparungen fort. Zuk眉nftige noch nicht erf眉llte Leistungsverpflichtungen belaufen sich auf 16 Mrd. USD, davon werden 8 Mrd. USD f眉r die Gesch盲ftsjahre 2025-26 erwartet.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 28, 2025
or
For the transition period from __________ to __________.
Commission File Number 001-38842
| State or Other Jurisdiction of | I.R.S. Employer Identification | |||||||
| Incorporation or Organization | ||||||||
Address of Principal Executive Offices and Zip Code
(818 ) 560-1000
Registrant’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
There were 1,797,933,833 shares of common stock outstanding as of July 30, 2025.
THE WALT DISNEY COMPANY
Form 10-Q
For the Fiscal Quarter Ended June 28, 2025
TABLE OF CONTENTS
| Page | ||||||||
| PART I | ||||||||
| ITEM 1. | Financial Statements | 3 | ||||||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 74 | ||||||
| ITEM 4. | Controls and Procedures | 74 | ||||||
| PART II | ||||||||
| ITEM 1. | Legal Proceedings | 75 | ||||||
| ITEM 1A. | Risk Factors | 75 | ||||||
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 78 | ||||||
| ITEM 5. | Other Items | 79 | ||||||
| ITEM 6. | Exhibits | 80 | ||||||
SIGNATURE | 81 | |||||||
Cautionary Note on Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 products and services, future expenditures, costs, investments and transactions for which conditions to close have not been satisfied, including entering into definitive 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,” “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. These statements reflect our current views with respect to future events and are based on assumptions as of the date of this report. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.
Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and intellectual properties (IP) we invest in, our pricing decisions, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s control, including:
•the occurrence of subsequent events;
•deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated;
•deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue;
•consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer services and linear networks;
•health concerns and their impact on our businesses and productions;
•international, including tariffs and other trade policies, political or military developments;
•regulatory and legal developments;
•technological developments;
•labor markets and activities, including work stoppages;
•adverse weather conditions or natural disasters; and
•availability of content.
Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable):
•our operations, business plans or profitability, including direct-to-consumer profitability;
•demand for our products and services;
•the performance of the Company’s content;
•our ability to create or obtain desirable content at or under the value we assign the content;
•the advertising market for programming;
•taxation; and
•performance of some or all Company businesses either directly or through their impact on those who distribute our products.
Additional factors include those described in our 2024 Annual Report on Form 10-K, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange Commission.
A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not place undue reliance on the forward-looking statements. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.
2
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in millions, except per share data)
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Services | $ | $ | $ | $ | |||||||||||||||||||
| Products | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of services (exclusive of depreciation and amortization) | ( | ( | ( | ( | |||||||||||||||||||
Cost of products (exclusive of depreciation and amortization) | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general, administrative and other | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Total costs and expenses | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring and impairment charges | ( | ( | ( | ||||||||||||||||||||
Other expense | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Equity in the income of investees | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
Income taxes | ( | ( | |||||||||||||||||||||
| Net income | |||||||||||||||||||||||
Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to The Walt Disney Company (Disney) | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share attributable to Disney: | |||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
Weighted average number of common and common equivalent shares outstanding: | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
3
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in millions)
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Market value adjustments for hedges | ( | ( | ( | ||||||||||||||||||||
Pension and postretirement medical plan adjustments | ( | ( | |||||||||||||||||||||
Foreign currency translation and other | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to Disney | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
| June 28, 2025 | September 28, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories | |||||||||||
| Content advances | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Produced and licensed content costs | |||||||||||
| Investments | |||||||||||
| Parks, resorts and other property | |||||||||||
| Attractions, buildings and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Projects in progress | |||||||||||
| Land | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and other accrued liabilities | $ | $ | |||||||||
| Current portion of borrowings | |||||||||||
| Deferred revenue and other | |||||||||||
| Total current liabilities | |||||||||||
| Borrowings | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
Commitments and contingencies (Note 13) | |||||||||||
| Equity | |||||||||||
Preferred stock | |||||||||||
Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.9 billion shares | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, 71 million shares at June 28, 2025 and 47 million shares at September 28, 2024 | ( | ( | |||||||||
| Total Disney Shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
5
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
Net income | $ | $ | |||||||||
| Depreciation and amortization | |||||||||||
| Impairments of goodwill, produced and licensed content and other assets | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Equity in the income of investees | ( | ( | |||||||||
| Cash distributions received from equity investees | |||||||||||
| Net change in produced and licensed content costs and advances | |||||||||||
| Equity-based compensation | |||||||||||
| Other, net | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
Cash provided by operations | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Investments in parks, resorts and other property | ( | ( | |||||||||
Purchase of investments | ( | ( | |||||||||
| Other, net | |||||||||||
Cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
Commercial paper borrowings (payments), net | ( | ||||||||||
| Borrowings | |||||||||||
| Reduction of borrowings | ( | ( | |||||||||
| Dividends | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
Acquisition of redeemable noncontrolling interests | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
Cash used in financing activities | ( | ( | |||||||||
| Impact of exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
| Quarter Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Disney | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares(1) | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Disney Equity | Non-controlling Interests(2) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases | ( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases | ( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | ( | ( | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(1)Shares are net of treasury shares.
(2)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements
7
THE WALT DISNEY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in millions)
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Attributable to Disney | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares(1) | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Disney Equity | Non-controlling Interests(2) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 28, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Common stock repurchases | ( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation activity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | ( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions and other | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(1)Shares are net of treasury shares.
(2)Excludes redeemable noncontrolling interests.
See Notes to Condensed Consolidated Financial Statements
8
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
1.Basis of Presentation
These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe that we have included all normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the nine months ended June 28, 2025 are not necessarily indicative of the results that may be expected for the year ending September 27, 2025.
The terms “Company,” “Disney,” “we,” “us,” and “our” are used in this report to refer collectively to the parent company, The Walt Disney Company, as well as the subsidiaries through which its various businesses are actually conducted.
These financial statements should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K.
Variable Interest Entities
The Company enters into relationships with or makes investments in other entities that may be variable interest entities (VIE). A VIE is consolidated in our financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai Disney Resort (together the Asia Theme Parks, see Note 6) are VIEs in which the Company has less than 50% equity ownership. Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-day operating activities and the development of business strategies that we believe most significantly impact the economic performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia Theme Parks in its financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.
Reclassifications
Certain reclassifications have been made in the fiscal 2024 financial statements and notes to conform to the fiscal 2025 presentation.
2.Segment Information
The Company’s operations are reported in three segments: Entertainment, Sports and Experiences, for which separate financial information is evaluated regularly by the Chief Executive Officer to allocate resources and assess performance.
Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income/expense, net interest expense, income taxes and noncontrolling interests. Segment operating income generally includes equity in the income of investees, except for our India joint venture, and excludes amortization of intangible assets and the fair value step-up for film and television costs recognized in connection with the acquisition of TFCF Corporation (TFCF) and Hulu LLC (Hulu) in fiscal 2019 (TFCF and Hulu Acquisition Amortization). Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.
Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.
9
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Segment revenues and segment operating income are as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Entertainment | |||||||||||||||||||||||
| Third parties | $ | $ | $ | $ | |||||||||||||||||||
Amounts eliminated in consolidation | |||||||||||||||||||||||
| Sports | |||||||||||||||||||||||
| Third parties | |||||||||||||||||||||||
Amounts eliminated in consolidation | |||||||||||||||||||||||
| Experiences | |||||||||||||||||||||||
| Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Segment operating income: | |||||||||||||||||||||||
| Entertainment | $ | $ | $ | $ | |||||||||||||||||||
| Sports | |||||||||||||||||||||||
| Experiences | |||||||||||||||||||||||
Total segment operating income | $ | $ | $ | $ | |||||||||||||||||||
Equity in the income of investees is included in segment operating income as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Entertainment | $ | $ | $ | $ | |||||||||||||||||||
| Sports | |||||||||||||||||||||||
| Equity in the income of investees included in segment operating income | |||||||||||||||||||||||
Equity in the loss of India joint venture | ( | ( | |||||||||||||||||||||
Amortization of TFCF intangible assets related to an equity investee | ( | ( | ( | ( | |||||||||||||||||||
| Equity in the income of investees, net | $ | $ | $ | $ | |||||||||||||||||||
10
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
A reconciliation of segment operating income to income before income taxes is as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Corporate and unallocated shared expenses | ( | ( | ( | ( | |||||||||||||||||||
| Equity in the loss of India joint venture | ( | ( | |||||||||||||||||||||
Restructuring and impairment charges(1) | ( | ( | ( | ||||||||||||||||||||
Other expense(2) | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
TFCF and Hulu Acquisition Amortization(3) | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(1)See Note 16 for a discussion of amounts in restructuring and impairment charges.
(2)“Other expense” for the quarter and nine months ended June 29, 2024 reflected a charge of $65
(3)TFCF and Hulu Acquisition Amortization is as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Amortization of intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Step-up of film and television costs | |||||||||||||||||||||||
Intangibles related to a TFCF equity investee | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Goodwill
The changes in the carrying amount of goodwill are as follows:
| Entertainment | Sports | Experiences | Total | ||||||||||||||||||||
| Balance at September 28, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Currency translation adjustments and other, net | ( | ( | |||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | |||||||||||||||||||
3.Revenues
The following table presents revenues by segment and major source:
| Quarter Ended June 28, 2025 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Subscription fees | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Affiliate fees | — | ( | |||||||||||||||||||||||||||
| Advertising | — | — | |||||||||||||||||||||||||||
| Theme park admissions | — | — | — | ||||||||||||||||||||||||||
Resorts and vacations | — | — | — | ||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | — | — | ||||||||||||||||||||||||||
| Merchandise licensing | — | — | |||||||||||||||||||||||||||
TV/VOD and home entertainment distribution | — | — | |||||||||||||||||||||||||||
| Theatrical distribution licensing | — | — | — | ||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
11
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
| Quarter Ended June 29, 2024 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Subscription fees | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Affiliate fees | — | ( | |||||||||||||||||||||||||||
| Advertising | — | — | |||||||||||||||||||||||||||
| Theme park admissions | — | — | — | ||||||||||||||||||||||||||
Resorts and vacations | — | — | — | ||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | — | — | ||||||||||||||||||||||||||
| Merchandise licensing | — | — | |||||||||||||||||||||||||||
TV/VOD and home entertainment distribution | — | — | |||||||||||||||||||||||||||
| Theatrical distribution licensing | — | — | — | ||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Nine Months Ended June 28, 2025 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Subscription fees | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Affiliate fees | — | ( | |||||||||||||||||||||||||||
| Advertising | — | — | |||||||||||||||||||||||||||
| Theme park admissions | — | — | — | ||||||||||||||||||||||||||
Resorts and vacations | — | — | — | ||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | — | — | ||||||||||||||||||||||||||
| Merchandise licensing | — | — | |||||||||||||||||||||||||||
TV/VOD and home entertainment distribution | — | — | |||||||||||||||||||||||||||
| Theatrical distribution licensing | — | — | — | ||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Nine Months Ended June 29, 2024 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Subscription fees | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Affiliate fees | — | ( | |||||||||||||||||||||||||||
| Advertising | — | — | |||||||||||||||||||||||||||
| Theme park admissions | — | — | — | ||||||||||||||||||||||||||
Resorts and vacations | — | — | — | ||||||||||||||||||||||||||
| Retail and wholesale sales of merchandise, food and beverage | — | — | — | ||||||||||||||||||||||||||
| Merchandise licensing | — | — | |||||||||||||||||||||||||||
TV/VOD and home entertainment distribution | — | — | |||||||||||||||||||||||||||
| Theatrical distribution licensing | — | — | — | ||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
12
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The following table presents revenues by segment and primary geographical markets:
| Quarter Ended June 28, 2025 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Quarter Ended June 29, 2024 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Nine Months Ended June 28, 2025 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Nine Months Ended June 29, 2024 | |||||||||||||||||||||||||||||
| Entertainment | Sports | Experiences | Eliminations | Total | |||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
Revenues recognized in the current and prior-year periods from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on content made available to distributors and licensees in previous reporting periods. For the quarter ended June 28, 2025, $0.3 billion was recognized related to performance obligations satisfied as of March 29, 2025. For the nine months ended June 28, 2025, $0.8 billion was recognized related to performance obligations satisfied as of September 28, 2024. For the quarter ended June 29, 2024, $0.3 billion was recognized related to performance obligations satisfied as of March 30, 2024. For the nine months ended June 29, 2024, $0.8 billion was recognized related to performance obligations satisfied as of September 30, 2023.
As of June 28, 2025, revenue for unsatisfied performance obligations expected to be recognized in the future is $16 billion, primarily for IP to be made available in the future under existing agreements with merchandise and co-branding licensees and sponsors, direct-to-consumer (DTC) wholesalers, sports sublicensees and television station affiliates. Of this amount, we expect to recognize approximately $2 billion in the remainder of fiscal 2025, $6 billion in fiscal 2026, $3 billion in fiscal 2027 and $5 billion thereafter. These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of IP that are solely based on the sales of the licensee.
When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations). Consideration due under contracts with payment in arrears is recognized as accounts receivable. Deferred revenues are recognized as (or when) the Company performs under the contract. The Company’s contract assets and activity for the current and prior-year periods were not material.
13
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Accounts receivable and deferred revenues from contracts with customers are as follows:
| June 28, 2025 | September 28, 2024 | ||||||||||
| Accounts receivable | |||||||||||
| Current | $ | $ | |||||||||
| Non-current | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Deferred revenues | |||||||||||
| Current | |||||||||||
| Non-current | |||||||||||
For the quarter and nine months ended June 28, 2025, the Company recognized revenue of $0.5 billion and $5.0 billion, respectively, that was included in the September 28, 2024 deferred revenue balance. For the quarter and nine months ended June 29, 2024, the Company recognized revenue of $0.5 billion and $4.8 billion, respectively, that was included in the September 30, 2023 deferred revenue balance. Amounts deferred generally relate to theme park admissions and vacation packages, DTC subscriptions and advances related to merchandise and TV/VOD licenses.
We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.
The Company has accounts receivable of $1.0
4.Acquisitions and Dispositions
Hulu LLC
In November 2023, NBC Universal (NBCU) exercised its right to require the Company to purchase NBCU’s 33 % interest in Hulu at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $27.5 billion. In December 2023, the Company paid NBCU $8.6 billion, which reflected the guaranteed floor value less NBCU’s unpaid capital call contributions.
In June 2025, following the completion of an appraisal process to determine Hulu’s equity fair value, the Company paid NBCU an incremental $0.4 billion, reflecting NBCU’s share of Hulu’s equity fair value above the guaranteed floor, giving the Company 100 % ownership of Hulu. The additional amount was recognized in “Net income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Income in the third quarter of fiscal 2025.
The Company will also pay NBCU 50 % of the future tax benefits from the amortization of the purchase of NBCU’s interest in Hulu as the Company’s cash tax benefits are realized, generally over a 15 -year period.
At the close of the transaction, Hulu’s U.S. income tax classification changed, which resulted in the recognition of a non-cash tax benefit of approximately $3.3 billion in “Income taxes” in the Condensed Consolidated Statements of Income in the third quarter of fiscal 2025.
fuboTV Inc.
On January 6, 2025, the Company and fuboTV Inc. (Fubo), a publicly traded virtual multichannel video distributor (vMVPD), entered into a definitive agreement to combine certain of Hulu Live TV’s assets, including its carriage agreements, subscription agreements and related data, advertising and sponsorship agreements and intellectual property exclusively related to the “Live TV” brand, with Fubo (the Fubo Transaction). As a result, the Company will have a 70 % interest in Fubo and the right to appoint a majority of Fubo’s Board of Directors, with the remaining 30 % interest retained by Fubo shareholders.
The Fubo Transaction is expected to close in the first half of fiscal 2026, subject to customary closing conditions, including regulatory approvals and approval by Fubo shareholders. If closing has not occurred by April 2026 (extended to October 2026 if all other closing conditions, except those relating to regulatory approvals, have been satisfied), the Company or Fubo may terminate the transaction. A $130 million termination fee will be payable by the Company to Fubo if the transaction
14
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
is terminated under certain circumstances, including due to the Company’s breach of the definitive agreement or the failure to obtain certain regulatory approvals. A $50 million termination fee will be payable by Fubo to the Company if the transaction is terminated under certain other circumstances, including if Fubo shareholders do not approve the transaction under certain conditions.
Upon completion of the Fubo Transaction, the Company will be the exclusive distributor of the Hulu Live TV service under a five year distribution agreement and will pay a wholesale fee to Fubo based on Fubo’s cost to program Hulu Live TV. In addition, the Company will sell advertising for the Hulu Live TV service and Fubo platform for a fee.
In addition, the Company, Fox Corporation (Fox) and Warner Bros. Discovery, Inc. (WBD) reached a settlement with Fubo related to Fubo’s antitrust claims (see Note 13 for additional detail) and collectively paid $220 million to Fubo in January 2025. Fox and WBD have also agreed to reimburse a portion of the $130 million termination fee to the Company if it becomes payable.
Further, the Company agreed to provide Fubo a senior unsecured term loan of up to $145 million (expected to be funded in January 2026) (the Fubo Term Loan). If the Company funds the Fubo Term Loan and the Fubo Transaction is not consummated, Fox and WBD will participate in a portion of the Fubo Term Loan by providing loans to the Company with substantially the same economic terms as the Fubo Term Loan.
Star India
On November 14, 2024, the Company and Reliance Industries Limited (RIL) formed a joint venture (India joint venture) that combines the Company’s Star-branded and other general entertainment and sports television channels and direct-to-consumer Disney+ Hotstar service in India (Star India) with certain media and entertainment businesses controlled by RIL (the Star India Transaction). RIL has an effective 56 % controlling interest in the joint venture with 37 % held by the Company and 7 % by Bodhi Tree Systems, a third party investment company.
The Company deconsolidated Star India’s assets and liabilities on November 14, 2024, and recognized the fair value of its interest in the India joint venture as an equity method investment. We recorded non-cash impairment charges of $0.1 billion and $1.3 billion in “Restructuring and impairment charges” in the first quarter of fiscal 2025 and in the second quarter of fiscal 2024, respectively, to reflect Star India’s assets and liabilities at fair value less costs to sell. In addition, we recognized a non-cash tax charge of $0.2 billion in the first quarter of fiscal 2025 in connection with the close of the transaction.
5.Cash, Cash Equivalents, Restricted Cash and Borrowings
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the amounts reported in the Condensed Consolidated Statements of Cash Flows.
| June 28, 2025 | September 28, 2024 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in: | ||||||||||||||
| Other current assets | ||||||||||||||
Other assets | ||||||||||||||
| Total cash, cash equivalents and restricted cash in the statement of cash flows | $ | $ | ||||||||||||
15
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Borrowings
During the nine months ended June 28, 2025, the Company’s borrowing activity was as follows:
| September 28, 2024 | Borrowings | Payments | Other Activity | June 28, 2025 | |||||||||||||||||||||||||
Commercial paper with original maturities less than three months(1) | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Commercial paper with original maturities greater than three months | ( | ( | |||||||||||||||||||||||||||
U.S. dollar denominated borrowings | ( | ( | |||||||||||||||||||||||||||
Asia Theme Parks borrowings | ( | ( | |||||||||||||||||||||||||||
Foreign currency denominated borrowings and other(2) | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
(1)Borrowings and reductions of borrowings are reported net.
(2)The other activity is attributable to market value adjustments for debt with qualifying hedges.
At June 28, 2025, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:
| Committed Capacity | Capacity Used | Unused Capacity | |||||||||||||||
Facility expiring February 2026 | $ | $ | $ | ||||||||||||||
| Facility expiring March 2027 | |||||||||||||||||
Facility expiring March 2029 | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Cruise Ship Credit Facilities
In November 2024, in connection with the delivery of the Disney Treasure, the Company borrowed $1.1 billion with a fixed interest rate of 3.80 %. Payments are due semi-annually over a 12-year term.
The Company has a credit facility for $1.1 billion that may be utilized to finance a significant portion of the contract price of the Disney Destiny, which is currently scheduled to be delivered in fiscal 2026. If utilized, the credit facility will have a fixed interest rate of 3.74 %, payable semi-annually over a 12-year term.
16
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Interest expense, net
Interest expense (net of amounts capitalized), interest and investment income, and net periodic pension and postretirement benefit costs (other than service costs) (see Note 9) are reported net in the Condensed Consolidated Statements of Income and consist of the following:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Interest and investment income | |||||||||||||||||||||||
| Net periodic pension and postretirement benefit costs (other than service costs) | |||||||||||||||||||||||
| Interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Interest and investment income includes gains and losses on certain publicly traded and non-public investments, investment impairments and interest earned on cash and cash equivalents and certain receivables.
6.International Theme Parks
The Company has a 48 % ownership interest in the operations of Hong Kong Disneyland Resort and a 43 % ownership interest in the operations of Shanghai Disney Resort. The Asia Theme Parks together with Disneyland Paris are collectively referred to as the International Theme Parks.
The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets:
| June 28, 2025 | September 28, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Parks, resorts and other property | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Current liabilities | $ | $ | |||||||||
| Long-term borrowings | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Condensed Consolidated Statements of Income for the nine months ended June 28, 2025:
| Revenues | $ | ||||
| Costs and expenses | ( | ||||
Asia Theme Parks’ royalty and management fees of $218 million for the nine months ended June 28, 2025 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.
International Theme Parks’ cash flows included in the Company’s Condensed Consolidated Statements of Cash Flows for the nine months ended June 28, 2025 were $1,276 million provided by operating activities, $861 million used in investing activities and $48 million used in financing activities.
Hong Kong Disneyland Resort
The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52 % and a 48 % equity interest in Hong Kong Disneyland Resort, respectively.
17
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.7 billion ($344 million), which bears interest at a rate of three month HIBOR plus % and matures in 2028. The line of credit does not have a balance outstanding.
Shanghai Disney Resort
Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57 % and 43 % equity interests in Shanghai Disney Resort, respectively. A management company, in which the Company has a 70 % interest and Shendi a 30 % interest, operates Shanghai Disney Resort.
The Company has provided Shanghai Disney Resort with loans totaling $916 million bearing interest at 8 % and are scheduled to mature in 2036 with earlier payments required based on available cash flows. In addition, early repayment is permitted. The loan is eliminated in consolidation. The Company has also provided Shanghai Disney Resort with a 1.9 billion yuan (approximately $0.3 billion) line of credit bearing interest at 8 % and maturing in 2033. At June 28, 2025, the line of credit balance was not significant.
Shendi has provided Shanghai Disney Resort with loans totaling 8.1 billion yuan (approximately $1.1 billion), bearing interest at 8 % and scheduled to mature in 2036 with earlier payments required based on available cash flows. In addition, early repayment is permitted. Shendi has also provided Shanghai Disney Resort with a 2.6 billion yuan (approximately $0.4 billion) line of credit bearing interest at 8 % and maturing in 2033. At June 28, 2025, the line of credit balance was not significant.
7.Produced and Acquired/Licensed Content Costs and Advances
The Company classifies its capitalized produced and acquired/licensed content costs as long-term assets and classifies advances for live programming rights made prior to the live event as short-term assets. For purposes of amortization and impairment, the capitalized content costs are classified based on their predominant monetization strategy as follows:
•Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g. theatrical revenues or sales to third-party television programmers)
•Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g. subscription revenue for a DTC service or affiliate fees for a cable television network)
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
| As of June 28, 2025 | As of September 28, 2024 | ||||||||||||||||||||||||||||||||||
| Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||||||||||||||||||
| Produced content | |||||||||||||||||||||||||||||||||||
| Released, less amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Completed, not released | |||||||||||||||||||||||||||||||||||
| In-process | |||||||||||||||||||||||||||||||||||
| In development or pre-production | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Licensed content - Television programming rights and advances | |||||||||||||||||||||||||||||||||||
| Total produced and licensed content | $ | $ | |||||||||||||||||||||||||||||||||
| Current portion | $ | $ | |||||||||||||||||||||||||||||||||
| Non-current portion | $ | $ | |||||||||||||||||||||||||||||||||
18
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Amortization of produced and licensed content is as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Produced content | |||||||||||||||||||||||
| Predominantly monetized individually | $ | $ | $ | $ | |||||||||||||||||||
| Predominantly monetized as a group | |||||||||||||||||||||||
| Licensed programming rights and advances | |||||||||||||||||||||||
Total produced and licensed content costs(1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Primarily included in “Costs of services” in the Condensed Consolidated Statements of Income
19
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
8.Income Taxes
Deferred Tax Assets and Liabilities
The Company records deferred income tax assets and liabilities with respect to temporary differences in accounting treatment of items for financial reporting purposes and income tax purposes. The Company’s deferred tax assets and liabilities by major category as of June 28, 2025 and September 28, 2024 were as follows:
| June 28, 2025 | September 28, 2024 | ||||||||||
| Deferred tax assets | |||||||||||
Net operating losses and tax credit carryforwards(1) | $ | ( | $ | ( | |||||||
| Accrued liabilities | ( | ( | |||||||||
| Licensing revenues | ( | ( | |||||||||
| Lease liabilities | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Total deferred tax assets | ( | ( | |||||||||
| Deferred tax liabilities | |||||||||||
| Depreciable, amortizable and other property | |||||||||||
Investment in U.S. entities | |||||||||||
| Investment in foreign entities | |||||||||||
Right-of-use lease assets | |||||||||||
| Other | |||||||||||
| Total deferred tax liabilities | |||||||||||
Net deferred tax (asset) liability before valuation allowance(2) | ( | ||||||||||
| Valuation allowance | |||||||||||
| Net deferred tax liability | $ | $ | |||||||||
(1)Further details on our net operating losses and tax credit carryforwards are as follows:
| June 28, 2025 | |||||
International Theme Park net operating losses | $ | ( | |||
| U.S. foreign tax credits | ( | ||||
| State net operating losses and tax credit carryforwards | ( | ||||
| Other | ( | ||||
Total net operating losses and tax credit carryforwards(a) | $ | ( | |||
(a) Approximately $2.1 billion of these carryforwards do not expire. Approximately $1.2 billion expire between fiscal 2026 and fiscal 2035, primarily related to U.S. foreign tax credits.
(2) In the third quarter of the current fiscal year, the Company completed the acquisition of NBCU’s interest in Hulu. At the close of the transaction, Hulu’s U.S. income tax classification changed, and the Company recognized a non-cash tax benefit of approximately $3.3 billion .
Valuation Allowance
The Company records deferred income tax assets and liabilities with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.
Unrecognized Tax Benefits
The Company’s gross unrecognized tax benefits (before interest and penalties) decreased $0.8 billion, from $2.0 billion at September 28, 2024 to $1.2 billion at June 28, 2025. In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to resolutions of open tax matters, which would reduce our unrecognized tax benefits by $0.3 billion.
20
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
U.S. Legislation
In July 2025, legislation known as “One Big Beautiful Bill Act” was signed into law. The most significant tax impact on the Company will be acceleration of tax deductions on investments in fixed assets placed in service and content produced in the U.S., which will result in lower tax payments in the year of investment than would have otherwise occurred under the previous legislation. The cash tax benefit will begin to be realized in fiscal 2026 as U.S. federal and California state income tax payments otherwise due in fiscal 2025 have been deferred pursuant to relief related to the 2025 wildfires in California. We do not expect a material impact on the Company’s income tax expense.
9.Pension and Other Benefit Programs
The components of net periodic benefit cost (income) are as follows:
| Pension Plans | Postretirement Medical Plans | ||||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended | Nine Months Ended | Quarter Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Jun. 28, 2025 | Jun. 29, 2024 | Jun. 28, 2025 | Jun. 29, 2024 | Jun. 28, 2025 | Jun. 29, 2024 | Jun. 28, 2025 | Jun. 29, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service costs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Other costs (benefits): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest costs | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Amortization of previously deferred service costs (credits) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Recognized net actuarial loss (gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total other costs (benefits) | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
During the nine months ended June 28, 2025, the Company did not make any material contributions to its pension and postretirement medical plans and does not currently expect to make any material contributions for the remainder of fiscal 2025. Final minimum funding requirements for fiscal 2025 will be determined based on a January 1, 2025 funding actuarial valuation, which is expected to be received in the fourth quarter of fiscal 2025.
10.Earnings Per Share
Diluted earnings per share amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period and are calculated using the treasury stock method for equity-based compensation awards (Awards). A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Shares (in millions): | |||||||||||||||||||||||
| Weighted average number of common and common equivalent shares outstanding (basic) | |||||||||||||||||||||||
Weighted average dilutive impact of Awards | |||||||||||||||||||||||
| Weighted average number of common and common equivalent shares outstanding (diluted) | |||||||||||||||||||||||
| Awards excluded from diluted earnings per share | |||||||||||||||||||||||
21
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
11.Equity
The Company declared the following dividends in fiscal 2025 and 2024:
Per Share | Amount | Payment Date | ||||||||||||
| $ | $ | July 23, 2025 | ||||||||||||
| $ | $ | January 16, 2025 | ||||||||||||
| $ | $ | July 25, 2024 | ||||||||||||
| $ | $ | January 10, 2024 | ||||||||||||
Share Repurchase Program
Effective February 7, 2024, the Board of Directors authorized the Company to repurchase a total of 400 million shares of its common stock. During the quarter and nine months ended June 28, 2025, the Company repurchased 7.2 million and 23.7 million shares of its common stock for $0.7 billion and $2.5 billion, respectively (amount excludes the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022). During the quarter and nine months ended June 29, 2024, the Company repurchased 14.3 million and 23.2 million shares of its common stock for $1.5 billion and $2.5 billion, respectively. As of June 28, 2025, the Company had remaining authorization in place to repurchase approximately 348 million additional shares. The repurchase program does not have an expiration date.
22
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The following tables summarize the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| AOCI, before tax | |||||||||||||||||||||||
Third quarter of fiscal 2025 | |||||||||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Quarter Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | |||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Third quarter of fiscal 2024 | |||||||||||||||||||||||
| Balance at March 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Quarter Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | ( | ||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Nine months ended fiscal 2025 | |||||||||||||||||||||||
| Balance at September 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Nine Months Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | ( | ||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | |||||||||||||||||||||
| Star India Transaction | |||||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Nine months ended fiscal 2024 | |||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Nine Months Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ||||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | ( | ||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
23
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| Tax on AOCI | |||||||||||||||||||||||
| Third quarter of fiscal 2025 | |||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Quarter Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ||||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Third quarter of fiscal 2024 | |||||||||||||||||||||||
| Balance at March 30, 2024 | $ | ( | $ | $ | $ | ||||||||||||||||||
| Quarter Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | ( | ||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | |||||||||||||||||||||||
| Balance at June 29, 2024 | $ | ( | $ | $ | $ | ||||||||||||||||||
| Nine months ended fiscal 2025 | |||||||||||||||||||||||
| Balance at September 28, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ||||||||||||||||||||||
| Star India Transaction | ( | ( | |||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Nine months ended fiscal 2024 | |||||||||||||||||||||||
| Balance at September 30, 2023 | $ | ( | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | |||||||||||||||||||||||
| Balance at June 29, 2024 | $ | ( | $ | $ | $ | ||||||||||||||||||
24
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
| Market Value Adjustments for Hedges | Unrecognized Pension and Postretirement Medical Expense | Foreign Currency Translation and Other | AOCI | ||||||||||||||||||||
| AOCI, after tax | |||||||||||||||||||||||
| Third quarter of fiscal 2025 | |||||||||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Quarter Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | |||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Third quarter of fiscal 2024 | |||||||||||||||||||||||
| Balance at March 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Quarter Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | |||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | ( | ||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Nine months ended fiscal 2025 | |||||||||||||||||||||||
| Balance at September 28, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Nine Months Ended June 28, 2025: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ( | ( | ||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | |||||||||||||||||||||
| Star India Transaction | |||||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Nine months ended fiscal 2024 | |||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Nine Months Ended June 29, 2024: | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period | ( | ||||||||||||||||||||||
| Reclassifications of realized net (gains) losses to net income | ( | ( | ( | ||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
25
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Details about AOCI components reclassified to net income are as follows:
| Gain (loss) in net income: | Affected line item in the Condensed Consolidated Statements of Income: | Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||
| Market value adjustments, primarily cash flow hedges | Primarily revenue | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Estimated tax | Income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Pension and postretirement medical expense | Interest expense, net | ( | ( | |||||||||||||||||||||||||||||
| Estimated tax | Income taxes | ( | ( | |||||||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | $ | $ | ||||||||||||||||||||||||||||
12.Equity-Based Compensation
Compensation expense related to stock options and restricted stock units (RSUs) is as follows:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| RSUs | |||||||||||||||||||||||
Total equity-based compensation expense(1) | $ | $ | $ | $ | |||||||||||||||||||
| Equity-based compensation expense capitalized during the period | $ | $ | $ | $ | |||||||||||||||||||
(1)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.
Unrecognized compensation cost related to unvested stock options and RSUs was $100 million and $2.2 billion, respectively, as of June 28, 2025.
During the nine months ended June 28, 2025, the Company made equity compensation grants consisting of 2.5 million stock options and 15.0 million RSUs with weighted average grant date fair values of $37.65 and $108.11 , respectively. During the nine months ended June 29, 2024, the weighted average grant date fair values for stock options and RSUs were $32.10 and $94.28 , respectively.
13.Commitments and Contingencies
Legal Matters
On May 12, 2023, a private securities class action lawsuit was filed in the U.S. District Court for the Central District of California against the Company, its former Chief Executive Officer, Robert Chapek, its former Chief Financial Officer, Christine M. McCarthy, and the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). On November 6, 2023, a consolidated complaint was filed in the same action, adding Robert Iger, the Company’s Chief Executive Officer, as a defendant. Claims in the Securities Class Action include (i) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, (ii) violations of Section 20A of the Exchange Act against Iger and McCarthy, and (iii) violations of Section 20(a) of the Exchange Act against all defendants. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning, and a scheme to conceal, accurate costs and subscriber growth of the Disney+ platform. Plaintiffs seek unspecified damages, plus interest and costs and fees. The Company intends to defend against the lawsuit vigorously. It filed a motion to dismiss the complaint for failure to state a claim on December 21, 2023, which was granted in part (dismissing the Section 20A claim against Iger) and otherwise denied on February 19, 2025. On March 28, 2025, the Company filed a motion for judgment on the pleadings, which was denied on May 21, 2025. The Company filed a petition
26
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
for a writ of mandamus to the Ninth Circuit Court of Appeal, which was denied on July 18, 2025. The lawsuit is in the early stages and at this time we cannot reasonably estimate the amount of any possible loss.
Four shareholder derivative complaints have been filed. The first, in which Hugues Gervat is the plaintiff, was filed on August 4, 2023, in the U.S. District Court for the Central District of California. The second, in which Stourbridge Investments LLC is the plaintiff, was filed on August 23, 2023 in the U.S. District Court for the District of Delaware. And the third, in which Audrey McAdams is the Plaintiff, was filed on December 15, 2023, in the U.S. District Court for the Central District of California. The fourth, in which Thomas Payne is the plaintiff, was filed on June 27, 2025, in the Court of Chancery in the District of Delaware. Each named The Walt Disney Company as a nominal defendant and alleged claims on its behalf against the Company’s Chief Executive Officer, Robert Iger; its former Chief Executive Officer, Robert Chapek; its former Chief Financial Officer, Christine M. McCarthy; the former Chairman of the Disney Media and Entertainment Distribution segment, Kareem Daniel, and ten current and former members of the Disney Board (Susan E. Arnold; Mary T. Barra; Safra A. Catz; Amy L. Chang; Francis A. deSouza; Michael B.G. Froman; Maria Elena Lagomasino; Calvin R. McDonald; Mark G. Parker; and Derica W. Rice). Along with alleged violations of Sections 10(b), 14(a), 20(a), and Rule 10b-5 of the Securities Exchange Act, premised on similar allegations as the Securities Class Action, plaintiffs seek to recover under various theories including breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste. On October 24, 2023, the Stourbridge action was voluntarily dismissed and, on November 16, 2023, was refiled in Delaware state court alleging analogous theories of liability based on state law. The Gervat and McAdams actions were consolidated on April 29, 2024. The actions have been stayed pending development of the Securities Class Action, with the Stourbridge action being stayed most recently on March 6, 2025. A joint request to continue the stay in the Gervat/McAdams matters was filed on July 15, 2025. The actions seek declarative and injunctive relief, an award of unspecified damages to The Walt Disney Company and other costs and fees. The Company intends to defend against these lawsuits vigorously. The lawsuits are in the early stages, and at this time we cannot reasonably estimate the amount of any possible loss.
On November 18, 2022, a private antitrust putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against the Company on behalf of a putative class of certain subscribers to YouTube TV (the “Biddle Action”). The plaintiffs in the Biddle Action asserted a claim under Section 1 of the Sherman Act based on allegations that Disney uses certain pricing and packaging provisions in its carriage agreements with vMVPDs to increase prices for and reduce output of certain services offered by vMVPDs. On November 30, 2022, a second private antitrust putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against the Company on behalf of a putative class of certain subscribers to DirecTV Stream (the “Fendelander Action”), making similar allegations. The Company filed motions to dismiss for failure to state a claim in both the Biddle Action and Fendelander Action on January 31, 2023. On September 30, 2023, the court issued an order granting in part and denying in part the Company’s motions to dismiss both cases and, on October 13, 2023, the court issued an order consolidating both cases. On October 16, 2023, plaintiffs filed a consolidated amended class action complaint (the “Consolidated Complaint”). The Consolidated Complaint asserts claims under Section 1 of the Sherman Act and certain Arizona, California, Florida, Illinois, Iowa, Massachusetts, Michigan, Nevada, New York, North Carolina, and Tennessee antitrust and consumer protection laws based on substantially similar allegations as the Biddle Action and the Fendelander Action. The Consolidated Complaint seeks injunctive relief, unspecified money damages and costs and fees. The Company filed a motion to dismiss the Consolidated Complaint for failure to state a claim on December 1, 2023. The Company’s motion to dismiss the Consolidated Complaint was granted in part and denied in part on June 25, 2024. On September 12, 2024, the Court entered a case management order setting, among other dates, plaintiffs’ deadline to file their class certification motion for March 27, 2026.
On January 14, 2025, a private antitrust putative class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company on behalf of a putative class of certain subscribers to fuboTV (the “Unger Action”), making similar allegations to those in the now-consolidated Biddle and Fendelander Actions (Biddle/Fendelander Action). The plaintiffs in the Unger Action also alleged that Disney impermissibly bundles ESPN with other Disney networks and unjustly enriched itself. The Unger Action has since been transferred to the Northern District of California with the court finding it related to the Biddle/Fendelander Action. The Unger plaintiffs filed an amended complaint on April 28, 2025, adding a named plaintiff and alleging essentially the same antitrust theories under the Sherman Act and the antitrust and consumer protection laws of thirty-seven states, the District of Columbia and Puerto Rico. The Unger plaintiffs seek damages and injunctive relief, including an injunction requiring the Company to segregate or divest any interest in Fubo and Hulu, or in the alternative, business assets relating to Fubo and Hulu + Live TV.
On May 30, 2025, the plaintiffs in the Biddle/Fendelander Action filed a proposed Second Consolidated Amended Complaint, adding a class of fuboTV subscribers, a Clayton Act § 7 claim challenging the Company’s acquisition of fuboTV on behalf of fuboTV subscribers, and a claim under Sherman Act § 2. On June 5, 2025, the Company and plaintiffs in the Biddle/Fendelander Action reached a settlement in principle to settle all claims on behalf of all YouTube TV, DirecTV Stream and fuboTV subscribers for an amount that is not material for the Company. The settlement was contingent on Plaintiffs’ Counsel in
27
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
the Biddle/Fendelander Action (Biddle/Fendelander Counsel) obtaining or having authority to settle claims on behalf of all three subscriber classes, Court approval, and other contingencies. On June 10, 2025, the Court issued an order consolidating the Unger Action with the Biddle/Fendelander Action and setting a briefing schedule on the appointment of interim class counsel for the putative YouTube TV, DirecTV Stream, and fuboTV classes. Biddle/Fendelander Counsel filed a motion to be appointed interim lead counsel for the three putative classes of subscribers and Plantiffs’ Counsel in the Unger Action (Unger Counsel) filed a cross motion opposing the Biddle/Fendelander Counsel’s motion and seeking an appointment to serve as interim lead counsel for the putative class of fuboTV subscribers.
On July 21, 2025, the Court issued an order appointing Biddle/Fendelander Counsel to serve as interim lead counsel for the putative classes of YouTube TV and DirecTV Stream subscribers, and Unger Counsel to serve as interim lead counsel for the putative class of fuboTV subscribers, thereby resulting in Biddle/Fendelander Counsel not having authority to settle on behalf of the three putative classes of subscribers as required by the settlement in principle. The Court has scheduled a status conference for August 14, 2025. If the parties are unable to reach a satisfactory settlement, the Company intends to defend against the consolidated lawsuit vigorously. At this time, we cannot reasonably estimate the amount of any possible loss in excess of the proposed settlement amount.
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal actions involving copyright, patent, breach of contract and various other claims incident to the conduct of its businesses. Management does not believe that the Company has incurred a probable material loss by reason of any of those actions.
14.Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories:
Level 1 - Quoted prices for identical instruments in active markets
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement level:
Fair Value Measurement at June 28, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments | $ | $ | $ | $ | |||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
Foreign exchange | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | ( | ( | |||||||||||||||||||||
| Foreign exchange | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Total recorded at fair value | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Fair value of borrowings | $ | $ | $ | $ | |||||||||||||||||||
28
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
Fair Value Measurement at September 28, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments | $ | $ | $ | $ | |||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Foreign exchange | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Interest rate | ( | ( | |||||||||||||||||||||
| Foreign exchange | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Total recorded at fair value | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Fair value of borrowings | $ | $ | $ | $ | |||||||||||||||||||
The fair values of Level 2 investments are primarily determined based on an internal valuation model that uses observable inputs such as stock trading price, volatility and risk free rate.
The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is mitigated by master netting agreements and collateral posting arrangements with certain counterparties, had an impact on derivative fair value estimates that was not material. The Company’s derivative financial instruments are discussed in Note 15.
Level 2 other liabilities are primarily arrangements that are valued based on the fair value of underlying investments, which are generally measured using Level 1 and Level 2 fair value techniques.
Level 2 borrowings, which include commercial paper, U.S. dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.
Level 3 borrowings include the Asia Theme Parks and cruise ship borrowings, which are valued based on the current estimated borrowing costs, prevailing market interest rates and applicable credit risk.
The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values.
15.Derivative Instruments
The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.
29
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The Company’s derivative positions measured at fair value (see Note 14) are summarized in the following tables:
| As of June 28, 2025 | |||||||||||||||||||||||
| Current Assets | Investments/ Other Assets | Other Current Liabilities | Other Long- Term Liabilities | ||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||
| Foreign exchange | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Interest rate | ( | ||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||
| Foreign exchange | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Gross fair value of derivatives | ( | ( | |||||||||||||||||||||
| Counterparty netting | ( | ( | |||||||||||||||||||||
| Cash collateral (received) paid | |||||||||||||||||||||||
| Net derivative positions | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| As of September 28, 2024 | |||||||||||||||||||||||
| Current Assets | Investments/ Other Assets | Other Current Liabilities | Other Long- Term Liabilities | ||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||
| Foreign exchange | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Interest rate | ( | ||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||
| Foreign exchange | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Gross fair value of derivatives | ( | ( | |||||||||||||||||||||
| Counterparty netting | ( | ( | |||||||||||||||||||||
| Cash collateral (received) paid | ( | ||||||||||||||||||||||
| Net derivative positions | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Interest Rate Risk Management
The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.
The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings. The total notional amount of the Company’s pay-floating interest rate swaps at June 28, 2025 and September 28, 2024 was $10.6 billion and $12.0 billion, respectively.
30
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The following table summarizes fair value hedge adjustments to hedged borrowings:
| Carrying Amount of Hedged Borrowings | Fair Value Adjustments Included in Hedged Borrowings | ||||||||||||||||||||||
| June 28, 2025 | September 28, 2024 | June 28, 2025 | September 28, 2024 | ||||||||||||||||||||
| Borrowings: | |||||||||||||||||||||||
| Current | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Long-term | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
The following amounts are included in “Interest expense, net” in the Condensed Consolidated Statements of Income:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Gain (loss) on: | |||||||||||||||||||||||
| Pay-floating swaps | $ | $ | $ | $ | |||||||||||||||||||
| Borrowings hedged with pay-floating swaps | ( | ( | ( | ( | |||||||||||||||||||
Expense associated with interest accruals on pay-floating swaps | ( | ( | ( | ( | |||||||||||||||||||
The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at June 28, 2025 or at September 28, 2024, and gains and losses related to pay-fixed interest rate swaps recognized in earnings were not material for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024.
Foreign Exchange Risk Management
The Company transacts business globally and is subject to risks associated with foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with changes in foreign currency exchange rates, enabling management to focus on core business operations.
The Company enters into option and forward contracts to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment. The principal currencies hedged are the euro, British pound, Japanese yen, Mexican peso and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.
The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of June 28, 2025 and September 28, 2024, the notional amount of the Company’s net foreign exchange cash flow hedges was $10.1 billion and $9.9 billion, respectively. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions. Net deferred losses recorded in AOCI for contracts that will mature in the next twelve months total $273 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:
| Quarter Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Gain (loss) recognized in Other Comprehensive Income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Gain reclassified from AOCI into the Statements of Operations(1) | |||||||||||||||||||||||
(1)Primarily recorded in revenue.
31
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
The Company may designate cross currency swaps as fair value hedges of foreign currency denominated borrowings. The impact from the change in foreign currency on both the cross currency swap and borrowing is recorded to “Interest expense, net.” The impact from interest rate changes is recorded in AOCI and is amortized over the life of the cross currency swap. As of June 28, 2025 and September 28, 2024, the total notional amount of the Company’s designated cross currency swaps was Canadian $1.3 billion ($0.9 billion) and Canadian $1.3 billion ($1.0 billion), respectively. The related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.
Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting. The net notional amount of these foreign exchange contracts at June 28, 2025 and September 28, 2024 was $3.4
Commodity Price Risk Management
The Company is subject to the volatility of commodities prices and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of commodity purchases. The notional amount of these commodities contracts at June 28, 2025 and September 28, 2024 and related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.
Risk Management – Other Derivatives Not Designated as Hedges
The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for hedge accounting. These contracts, which include certain total return swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings. The net notional amount of these contracts at June 28, 2025 and September 28, 2024 was $0.6 billion and $0.5 billion, respectively. The related gains or losses recognized in earnings for the quarters and nine-month periods ended June 28, 2025 and June 29, 2024 were not material.
Contingent Features and Cash Collateral
The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair value of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty was $1.1
16.Restructuring and Impairment Charges
The following amounts are recorded in “Restructuring and impairment charges” in the Condensed Consolidated Statements of Income:
The third and second quarters of fiscal 2025 included charges of $0.2 billion for an impairment of an equity investment and $0.1 billion for content impairments, respectively.
The first quarter of fiscal 2025 and second quarter of fiscal 2024 included non-cash goodwill impairment charges of $0.1 billion and $1.3 billion related to the Star India Transaction (see Note 4 for additional information), respectively.
The second quarter of fiscal 2024 included a non-cash goodwill impairment charge of $0.7 billion related to the entertainment linear networks reporting unit.
17.New Accounting Pronouncements
Improvements to Reportable Segments Disclosures
In November 2023, the FASB issued guidance to enhance reportable segment disclosures by requiring the disclosure of significant expenses that are regularly provided to the chief operating decision maker (CODM) and included in the segment’s measure of profit or loss. It also requires an explanation of how the CODM uses the segment’s measure of profit or loss to
32
THE WALT DISNEY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited; tabular dollars in millions, except for per share data)
assess segment performance and allocate resources. The guidance is effective for the Company for annual periods beginning in fiscal year 2025 and for interim periods beginning in fiscal year 2026 and requires retrospective adoption. While the guidance will not have an effect on the Company’s Consolidated Statements of Income or Consolidated Balance Sheets upon adoption, it will require segment reporting disclosures about significant segment expenses in the financial statements.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued guidance to enhance income tax disclosures. The new guidance requires an expanded effective tax rate reconciliation, the disclosure of cash taxes paid segregated between U.S. federal, U.S. state and foreign, with further disaggregation by jurisdiction if certain thresholds are met, and eliminates certain disclosures related to uncertain tax benefits. The new guidance is applicable to annual periods beginning with the Company’s 2026 fiscal year.
Disaggregation of Income Statement Expense
In November 2024, the FASB issued guidance that requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. The guidance is effective for the Company for annual periods beginning in fiscal year 2028 and for interim periods beginning in fiscal year 2029. The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.
33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
ORGANIZATION OF INFORMATION
Management’s Discussion and Analysis provides a narrative of the Company’s financial performance and condition that should be read in conjunction with the accompanying financial statements. It includes the following sections:
•Consolidated Results
•Current Quarter Results Compared to Prior-Year Quarter
•Current Nine-Month Period Results Compared to Prior-Year Nine-Month Period
•Seasonality
•Business Segment Results
•Corporate and Unallocated Shared Expenses
•Financial Condition
•Market Risk
•Commitments and Contingencies
•Other Matters
•DTC Product Descriptions, Key Definitions and Supplemental Information
•Supplemental Guarantor Financial Information
CONSOLIDATED RESULTS
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions, except per share data) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Services | $ | $ | 2 % | $ | $ | 5 % | |||||||||||||||||||||||||||||
| Products | 5 % | 3 % | |||||||||||||||||||||||||||||||||
| Total revenues | 23,650 | 23,155 | 2 % | 71,961 | 68,787 | 5 % | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization) | ( | ( | 2 % | ( | ( | (1) % | |||||||||||||||||||||||||||||
| Cost of products (exclusive of depreciation and amortization) | ( | ( | (2) % | ( | ( | 2 % | |||||||||||||||||||||||||||||
| Selling, general, administrative and other | ( | ( | (7) % | ( | ( | (5) % | |||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | (9) % | ( | ( | (6) % | |||||||||||||||||||||||||||||
| Total costs and expenses | (20,005) | (19,801) | (1) % | (60,732) | (59,618) | (2) % | |||||||||||||||||||||||||||||
| Restructuring and impairment charges | ( | nm | ( | ( | 79 % | ||||||||||||||||||||||||||||||
| Other expense | ( | 100 % | ( | 100 % | |||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | 5 % | ( | ( | (15) % | |||||||||||||||||||||||||||||
| Equity in the income of investees | (49) % | (57) % | |||||||||||||||||||||||||||||||||
| Income before income taxes | 3,211 | 3,093 | 4 % | 9,958 | 6,621 | 50 % | |||||||||||||||||||||||||||||
| Income taxes | ( | nm | ( | nm | |||||||||||||||||||||||||||||||
| Net income | 5,943 | 2,842 | >100 % | 11,988 | 5,209 | >100 % | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | >(100) % | ( | ( | (29) % | |||||||||||||||||||||||||||||
Net income attributable to Disney | $ | 5,262 | $ | 2,621 | >100 % | $ | 11,091 | $ | 4,512 | >100 % | |||||||||||||||||||||||||
Diluted earnings per share attributable to Disney | $ | 2.92 | $ | 1.43 | >100 % | $ | 6.12 | $ | 2.46 | >100 % | |||||||||||||||||||||||||
Star India Transaction
On November 14, 2024, the Company and RIL completed the Star India Transaction (see Note 4 to the Condensed Consolidated Financial Statements) following which the Company began recognizing its 37% share of the India joint venture’s
34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
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.
CURRENT QUARTER RESULTS COMPARED TO PRIOR-YEAR QUARTER
Revenues for the quarter increased 2%, or $0.5 billion, to $23.7 billion; net income attributable to Disney increased to $5.3 billion compared to $2.6 billion in the prior-year quarter; and diluted earnings per share (EPS) attributable to Disney increased to $2.92 compared to $1.43 in the prior-year quarter. The net income and EPS increases were due to a lower effective tax rate in the current quarter due to a non-cash tax benefit recognized upon the change in Hulu’s U.S. income tax classification, partially offset by an incremental payment to acquire Hulu. In addition, the increases in net income and EPS were due to higher operating income at Experiences and Sports, partially offset by lower operating income at Entertainment.
Revenues
Service revenues for the quarter increased 2%, or $0.4 billion, to $21.2 billion, which included an approximate 3 percentage point decrease from the Star India Transaction. Aside from this impact, service revenues increased due to higher subscription revenue and growth at our parks and experiences businesses.
Product revenues for the quarter increased 5%, or $0.1 billion, to $2.4 billion due to growth at our parks and experiences businesses.
Costs and expenses
Cost of services for the quarter decreased 2%, or $0.2 billion, to $13.0 billion, which included an approximate 7 percentage point decrease due to the Star India Transaction. This decrease was partially offset by higher programming and production costs and, to a lesser extent, the impact of inflation and increased volumes at our parks and experiences businesses.
Selling, general, administrative and other costs increased 7%, or $0.3 billion, to $4.1 billion, which included an approximate 2 percentage point decrease due to the Star India Transaction. Aside from this impact, selling, general, administrative and other costs increased driven by higher marketing costs.
Depreciation and amortization increased 9%, or $0.1 billion, to $1.3 billion driven by higher depreciation at our parks and experiences businesses.
Restructuring and impairment charges
Charges in the current quarter were $185 million primarily for an impairment of an equity investment.
Other expense
In the prior-year quarter, the Company recorded a charge of $65 million related to a legal ruling.
Interest expense, net
Interest expense, net is as follows:
| Quarter Ended | |||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | % Change Better (Worse) | ||||||||||||||
| Interest expense | $ | (438) | $ | (509) | 14 % | ||||||||||||
| Interest income, investment income and other | 114 | 167 | (32) % | ||||||||||||||
| Interest expense, net | $ | (324) | $ | (342) | 5 % | ||||||||||||
The decrease in interest expense was due to lower average debt balances and rates, partially offset by a decrease in capitalized interest.
The decrease in interest income, investment income and other was due to an unfavorable comparison related to pension and postretirement benefit costs, other than service cost.
Equity in the Income of Investees
Income from equity investees decreased $71 million, to $75 million from $146 million, primarily due to a loss from the India joint venture in the current quarter.
35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Income Taxes
| Quarter Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
Income before income taxes | $ | 3,211 | $ | 3,093 | |||||||
Income tax (benefit) expense | (2,732) | 251 | |||||||||
Effective income tax rate | (85.1) | % | 8.1 | % | |||||||
The effective income tax rate was negative 85.1% in the current quarter compared to a positive effective income tax rate of 8.1% in the prior-year quarter. The current quarter included a $3.3 billion non-cash tax benefit recognized upon the change in Hulu’s U.S. income tax classification. Aside from the $3.3 billion benefit, both the current and prior-year quarters reflected favorable adjustments related to prior year tax matters.
Noncontrolling Interests
| Quarter Ended | |||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | % Change Better (Worse) | ||||||||||||||
Net income attributable to noncontrolling interests | $ | (681) | $ | (221) | >(100) % | ||||||||||||
The increase in net income attributable to noncontrolling interests was due to an incremental payment to acquire Hulu.
Net income attributable to noncontrolling interests is determined on income after royalties and management fees, financing costs and income taxes, as applicable.
Certain Items Impacting Results in the Quarter
Results for the quarter ended June 28, 2025 were impacted by the following:
•A $3,277 million non-cash tax benefit recognized upon the change in Hulu’s U.S. income tax classification recognized in “Income taxes” and $477 million recognized in “Net income attributable to noncontrolling interests” related to the acquisition of Hulu (Hulu Transaction Impacts) (see Note 4 to the Condensed Consolidated Financial Statements)
•TFCF and Hulu Acquisition Amortization of $395 million
•Restructuring and impairment charges of $185 million
Results for the quarter ended June 29, 2024 were impacted by the following:
•Income tax reserve adjustments of $418 million
•TFCF and Hulu Acquisition Amortization of $397 million
•Other expense of $65 million related to a legal ruling
A summary of the impact of these items on EPS is as follows:
| (in millions, except per share data) | Pre-Tax Income (Loss) | Tax Benefit (Expense)(1) | After-Tax Income (Loss) | EPS Favorable (Adverse)(2) | |||||||||||||||||||
| Quarter Ended June 28, 2025: | |||||||||||||||||||||||
Hulu Transaction Impacts | $ | — | $ | 3,277 | $ | 3,277 | $ | 1.56 | |||||||||||||||
TFCF and Hulu Acquisition Amortization | (395) | 92 | (303) | (0.16) | |||||||||||||||||||
Restructuring and impairment charges | (185) | 43 | (142) | (0.08) | |||||||||||||||||||
| Total | $ | (580) | $ | 3,412 | $ | 2,832 | $ | 1.31 | |||||||||||||||
| Quarter Ended June 29, 2024: | |||||||||||||||||||||||
Income tax reserve adjustments | $ | — | $ | 418 | $ | 418 | $ | 0.23 | |||||||||||||||
TFCF and Hulu Acquisition Amortization | (397) | 93 | (304) | (0.16) | |||||||||||||||||||
Other expense | (65) | 11 | (54) | (0.03) | |||||||||||||||||||
| Total | $ | (462) | $ | 522 | $ | 60 | $ | 0.04 | |||||||||||||||
(1)Tax benefit (expense) amounts are determined using the tax rate applicable to the individual item.
(2)EPS is net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to rounding.
36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
CURRENT NINE-MONTH PERIOD RESULTS COMPARED TO PRIOR-YEAR NINE-MONTH PERIOD
Revenues for the current period increased $3.2 billion, to $72.0 billion; net income attributable to Disney increased $6.6 billion, to $11.1 billion; and EPS increased to $6.12 from $2.46 in the prior-year period. The net income and EPS increases were due to a lower effective tax rate in the current period compared to the prior-year period and the comparison to goodwill impairments in the prior-year period. In addition, the increases in net income and EPS were due to higher operating income at Entertainment, partially offset by an incremental payment to acquire Hulu. The lower effective tax rate was due to a non-cash tax benefit recognized in the current period upon the change in Hulu’s U.S. income tax classification.
Revenues
Service revenues for the current period increased 5%, or $3.0 billion to $64.5 billion, which included an approximate 3 percentage point unfavorable impact from the Star India Transaction. Aside from this impact, service revenues increased due to higher subscription revenue, growth at our parks and experiences businesses, an increase in theatrical distribution revenue, and, to a lesser extent, higher advertising revenue.
Product revenues for the current period increased 3%, or $0.2 billion, to $7.4 billion, due to growth at our parks and experiences businesses.
Costs and expenses
Cost of services for the current period increased 1%, or $0.4 billion, to $40.2 billion, which included an approximate 5 percentage point decrease due to the Star India Transaction. Aside from this impact, cost of services increased due to higher programming and production costs and, to a lesser extent, the impact of inflation and increased volumes at our parks and experiences businesses.
Selling, general, administrative and other costs increased 5%, or $0.6 billion, to $12.1 billion, which included an approximate 2 percentage point decrease due to the Star India Transaction. Aside from this impact, selling, general, administrative and other costs increased primarily due to higher marketing costs.
Depreciation and amortization increased 6%, or $0.2 billion, to $3.9 billion due to higher depreciation at our parks and experiences businesses.
Restructuring and impairment charges
Charges in the current period were $185 million primarily for an impairment of an equity investment, $143 million for impairment of goodwill related to Star India and $109 million for content impairments. Charges in the prior-year period were $2,052 million primarily for goodwill impairments related to Star India and entertainment linear networks.
Other expense
In the prior-year period, the Company recorded a charge of $65 million related to a legal ruling.
Interest expense, net
Interest expense, net is as follows:
| Nine Months Ended | |||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | % Change Better (Worse) | ||||||||||||||
| Interest expense | $ | (1,396) | $ | (1,538) | 9 % | ||||||||||||
| Interest income, investment income and other | 359 | 639 | (44) % | ||||||||||||||
| Interest expense, net | $ | (1,037) | $ | (899) | (15) % | ||||||||||||
The decrease in interest expense was due to lower average rates and debt balances, partially offset by a decrease in capitalized interest.
The decrease in interest income, investment income and other reflected the impact of lower cash and cash equivalent balances, an unfavorable comparison of pension and postretirement benefit costs, other than service cost, and a net investment loss in the current period compared to a net investment gain in the prior-year period.
Equity in the Income of Investees
Income from equity investees decreased $265 million, to $203 million from $468 million, due to losses from the India joint venture in the current period and lower income from A+E.
37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Income Taxes
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
Income before income taxes | $ | 9,958 | $ | 6,621 | |||||||
Income tax (benefit) expense | (2,030) | 1,412 | |||||||||
Effective income tax rate | (20.4) | % | 21.3 | % | |||||||
The effective income tax rate was negative 20.4% in the current period compared to a positive effective income tax rate of 21.3% in the prior-year period. The current period included a $3.3 billion non-cash tax benefit recognized upon the change in Hulu’s U.S. income tax classification. Aside from the $3.3 billion benefit, both the current and prior-year periods reflected favorable adjustments related to prior year tax matters. The effective income tax rate in the prior-year period also reflected an unfavorable impact of approximately 5 percentage points from goodwill impairments, which are not tax deductible.
Noncontrolling Interests
| Nine Months Ended | |||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | % Change Better (Worse) | ||||||||||||||
Net income attributable to noncontrolling interests | $ | (897) | $ | (697) | (29) % | ||||||||||||
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 period and, to a lesser extent, lower results at ESPN, Hong Kong Disneyland Resort and Shanghai Disney Resort.
Certain Items Impacting Results in the Nine Month Period
Results for the nine months ended June 28, 2025 were impacted by the following:
•Hulu Transaction Impacts of $3,277 million recognized in “Income taxes” and $477 million recognized in “Net income attributable to noncontrolling interests”
•Resolution of a prior-year tax matter of $1,016 million
•TFCF and Hulu Acquisition Amortization of $1,188 million
•Restructuring and impairment charges of $437 million and a non-cash tax expense of $244 million
Results for the nine months ended June 29, 2024 were impacted by the following:
•Restructuring and impairment charges of $2,052 million and a non-cash tax benefit of $113 million
•TFCF and Hulu Acquisition Amortization of $1,282 million
•Other expense of $65 million related to a legal ruling
•Income tax reserve adjustments of $418 million
38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
A summary of the impact of these items on EPS is as follows:
| (in millions, except per share data) | Pre-Tax Income (Loss) | Tax Benefit (Expense)(1) | After-Tax Income (Loss) | EPS Favorable (Adverse)(2) | |||||||||||||||||||
| Nine Months Ended June 28, 2025: | |||||||||||||||||||||||
Hulu Transaction Impacts | $ | — | $ | 3,277 | $ | 3,277 | $ | 1.55 | |||||||||||||||
Resolution of a prior-year tax matter | — | 1,016 | 1,016 | 0.56 | |||||||||||||||||||
TFCF and Hulu Acquisition Amortization | (1,188) | 276 | (912) | (0.49) | |||||||||||||||||||
| Restructuring and impairment charges | (437) | (145) | (582) | (0.32) | |||||||||||||||||||
| Total | $ | (1,625) | $ | 4,424 | $ | 2,799 | $ | 1.30 | |||||||||||||||
| Nine Months Ended June 29, 2024: | |||||||||||||||||||||||
| Restructuring and impairment charges | $ | (2,052) | $ | 121 | $ | (1,931) | $ | (1.05) | |||||||||||||||
TFCF and Hulu Acquisition Amortization | (1,282) | 299 | (983) | (0.52) | |||||||||||||||||||
Other expense | (65) | 11 | (54) | (0.03) | |||||||||||||||||||
Income Tax Reserve Adjustments | — | 418 | 418 | 0.23 | |||||||||||||||||||
| Total | $ | (3,399) | $ | 849 | $ | (2,550) | $ | (1.37) | |||||||||||||||
(1)Tax benefit (expense) amounts are determined using the tax rate applicable to the individual item.
(2)EPS is net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to rounding.
SEASONALITY
The Company’s businesses are subject to the effects of seasonality. Consequently, the operating results for the nine months ended June 28, 2025 for each business segment, and for the Company as a whole, are not necessarily indicative of results to be expected for the full year.
Entertainment revenues are subject to seasonal advertising patterns, changes in viewership and subscriber levels, timing and performance of film releases in the theatrical and home entertainment markets, and the timing of and demand for film and television programs. In general, domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months. Affiliate revenues vary with the subscriber trends of multi-channel video programming distributors (i.e. cable, satellite telecommunications and digital over-the-top service providers). Theatrical release dates are determined by several factors, including competition and the timing of vacation and holiday periods.
Sports revenues are subject to seasonal advertising patterns, changes in viewership and subscriber levels, and the availability of and demand for sports programming. In addition, advertising revenues generated from sports programming are impacted by the timing of sports seasons and events, which varies throughout the year or may take place periodically (e.g. biannually, quadrennially).
Experiences revenues fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel and leisure activities, which generally results in higher revenues during the Company’s first and fourth fiscal quarters, the opening of new guest offerings and pricing and promotional offers. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods. In addition, theme park and resort revenues may be higher during significant celebrations such as theme park or character anniversaries and lower in the periods following such celebrations. Consumer products revenue fluctuates with consumer purchasing behavior, which generally results in higher revenues during the Company’s first fiscal quarter due to the winter holiday season. In addition, licensing revenues fluctuate with the timing and performance of our film and television content.
39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
BUSINESS SEGMENT RESULTS
The Company evaluates the performance of its operating businesses based on segment revenue and segment operating income.
The following table presents revenues from our operating segments:
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Entertainment | $ | 10,704 | $ | 10,580 | 1 % | $ | 32,258 | $ | 30,357 | 6 % | |||||||||||||||||||||||||
| Sports | 4,308 | 4,558 | (5) % | 13,692 | 13,705 | — % | |||||||||||||||||||||||||||||
| Experiences | 9,086 | 8,386 | 8 % | 27,390 | 25,911 | 6 % | |||||||||||||||||||||||||||||
Eliminations (1) | (448) | (369) | (21) % | (1,379) | (1,186) | (16) % | |||||||||||||||||||||||||||||
| Revenues | $ | 23,650 | $ | 23,155 | 2 % | $ | 71,961 | $ | 68,787 | 5 % | |||||||||||||||||||||||||
(1)Reflects fees paid by (a) Hulu to ESPN and the Entertainment linear networks business for the right to air their networks on Hulu Live and (b) ABC Network and Disney+ to ESPN to program certain sports content on ABC Network and Disney+.
The following table presents income from our operating segments and other components of income before income taxes:
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Entertainment operating income | $ | 1,022 | $ | 1,201 | (15) % | $ | 3,983 | $ | 2,856 | 39 % | |||||||||||||||||||||||||
Sports operating income | 1,037 | 802 | 29 % | 1,971 | 1,477 | 33 % | |||||||||||||||||||||||||||||
| Experiences operating income | 2,516 | 2,222 | 13 % | 8,117 | 7,613 | 7 % | |||||||||||||||||||||||||||||
| Corporate and unallocated shared expenses | (410) | (328) | (25) % | (1,265) | (1,027) | (23) % | |||||||||||||||||||||||||||||
Equity in the loss of India joint venture | (50) | — | nm | (186) | — | nm | |||||||||||||||||||||||||||||
| Restructuring and impairment charges | (185) | — | nm | (437) | (2,052) | 79 % | |||||||||||||||||||||||||||||
Other expense | — | (65) | 100 % | — | (65) | 100 % | |||||||||||||||||||||||||||||
| Interest expense, net | (324) | (342) | 5 % | (1,037) | (899) | (15) % | |||||||||||||||||||||||||||||
TFCF and Hulu Acquisition Amortization | (395) | (397) | 1 % | (1,188) | (1,282) | 7 % | |||||||||||||||||||||||||||||
Income before income taxes | $ | 3,211 | $ | 3,093 | 4 % | $ | 9,958 | $ | 6,621 | 50 % | |||||||||||||||||||||||||
Depreciation expense is as follows:
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Entertainment | $ | 185 | $ | 171 | (8) % | $ | 540 | $ | 503 | (7) % | |||||||||||||||||||||||||
| Sports | 13 | 7 | (86) % | 34 | 29 | (17) % | |||||||||||||||||||||||||||||
| Experiences | |||||||||||||||||||||||||||||||||||
| Domestic | 487 | 437 | (11) % | 1,438 | 1,287 | (12) % | |||||||||||||||||||||||||||||
| International | 197 | 185 | (6) % | 576 | 538 | (7) % | |||||||||||||||||||||||||||||
| Total Experiences | 684 | 622 | (10) % | 2,014 | 1,825 | (10) % | |||||||||||||||||||||||||||||
| Corporate | 84 | 54 | (56) % | 244 | 159 | (53) % | |||||||||||||||||||||||||||||
| Total depreciation expense | $ | 966 | $ | 854 | (13) % | $ | 2,832 | $ | 2,516 | (13) % | |||||||||||||||||||||||||
40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Amortization of intangible assets is as follows:
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Entertainment | $ | 13 | $ | 13 | — % | $ | 39 | $ | 40 | 3 % | |||||||||||||||||||||||||
| Experiences | 27 | 27 | — % | 81 | 81 | — % | |||||||||||||||||||||||||||||
| TFCF and Hulu intangible assets | 326 | 326 | — % | 980 | 1,068 | 8 % | |||||||||||||||||||||||||||||
| Total amortization of intangible assets | $ | 366 | $ | 366 | — % | $ | 1,100 | $ | 1,189 | 7 % | |||||||||||||||||||||||||
BUSINESS SEGMENT RESULTS - Current Quarter Results Compared to Prior-Year Quarter
Entertainment
Revenue and operating results for the Entertainment segment are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Linear Networks | $ | 2,271 | $ | 2,663 | (15) % | ||||||||||||
| Direct-to-Consumer | 6,176 | 5,805 | 6 % | ||||||||||||||
| Content Sales/Licensing and Other | 2,257 | 2,112 | 7 % | ||||||||||||||
| $ | 10,704 | $ | 10,580 | 1 % | |||||||||||||
| Segment operating income (loss): | |||||||||||||||||
| Linear Networks | $ | 697 | $ | 966 | (28) % | ||||||||||||
| Direct-to-Consumer | 346 | (19) | nm | ||||||||||||||
| Content Sales/Licensing and Other | (21) | 254 | nm | ||||||||||||||
| $ | 1,022 | $ | 1,201 | (15) % | |||||||||||||
Revenues
The increase in Entertainment revenues in the current quarter compared to the prior-year quarter was due to DTC subscription revenue growth and higher distribution revenues at Content Sales/Licensing and Other. These increases were partially offset by decreases in affiliate and advertising revenue primarily due to the Star India Transaction.
Operating income
The decrease in Entertainment operating income in the current quarter compared to the prior-year quarter was due to lower results at Content Sales/Licensing and Other and Linear Networks, partially offset by an improvement at Direct-to-Consumer.
41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Linear Networks
Operating results for Linear Networks are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Affiliate fees | $ | 1,550 | $ | 1,726 | (10) % | ||||||||||||
| Advertising | 677 | 907 | (25) % | ||||||||||||||
| Other | 44 | 30 | 47 % | ||||||||||||||
| Total revenues | 2,271 | 2,663 | (15) % | ||||||||||||||
| Operating expenses | (1,059) | (1,209) | 12 % | ||||||||||||||
| Selling, general, administrative and other | (594) | (604) | 2 % | ||||||||||||||
| Depreciation and amortization | (19) | (11) | (73) % | ||||||||||||||
| Equity in the income of investees | 98 | 127 | (23) % | ||||||||||||||
| Operating Income | $ | 697 | $ | 966 | (28) % | ||||||||||||
Revenues - Affiliate fees
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Domestic | $ | 1,416 | $ | 1,451 | (2) % | ||||||||||||
| International | 134 | 275 | (51) % | ||||||||||||||
| $ | 1,550 | $ | 1,726 | (10) % | |||||||||||||
The decrease in domestic affiliate revenue was due to a decline of 9% from fewer subscribers, partially offset by an increase of 7% from higher effective rates.
Lower international affiliate revenue was attributable to decreases of 39% from the Star India Transaction, 7% from lower effective rates and 3% from fewer subscribers.
Revenues - Advertising
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Domestic | $ | 604 | $ | 672 | (10) % | ||||||||||||
| International | 73 | 235 | (69) % | ||||||||||||||
| $ | 677 | $ | 907 | (25) % | |||||||||||||
The decline in domestic advertising revenue was due to decreases of 8% from lower average viewership and 5% from a decrease in rates.
Lower international advertising revenue reflected a decrease of 63% from the Star India Transaction.
42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Operating expenses
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
| Domestic | $ | (813) | $ | (811) | — % | ||||||||||||
| International | (90) | (173) | 48 % | ||||||||||||||
| Total programming and production costs | (903) | (984) | 8 % | ||||||||||||||
| Other operating expenses | (156) | (225) | 31 % | ||||||||||||||
| $ | (1,059) | $ | (1,209) | 12 % | |||||||||||||
Domestic programming and production costs were comparable to the prior-year quarter as higher fees paid to the Sports segment to program sports content on ABC were offset by lower costs for non-sports programming.
International programming and production costs decreased due to the Star India Transaction.
The decrease in other operating expenses was driven by lower technology costs and the Star India Transaction.
Equity in the Income of Investees
Income from equity investees decreased $29 million, to $98 million from $127 million, due to lower income from A+E attributable to decreases in affiliate and advertising revenue, partially offset by lower marketing costs.
Operating Income from Linear Networks
Operating income from Linear Networks decreased $269 million, to $697 million from $966 million, due to lower results at our international business as a result of the Star India Transaction and at our domestic business.
Supplemental revenue and operating income
The following table provides supplemental revenue and operating income detail for Linear Networks:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| Domestic | $ | 2,052 | $ | 2,145 | (4) % | ||||||||||||
| International | 219 | 518 | (58) % | ||||||||||||||
| $ | 2,271 | $ | 2,663 | (15) % | |||||||||||||
| Supplemental operating income detail | |||||||||||||||||
| Domestic | $ | 587 | $ | 682 | (14) % | ||||||||||||
| International | 12 | 157 | (92) % | ||||||||||||||
| Equity in the income of investees | 98 | 127 | (23) % | ||||||||||||||
| $ | 697 | $ | 966 | (28) % | |||||||||||||
43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Subscription fees | $ | 5,215 | $ | 4,729 | 10 % | ||||||||||||
| Advertising | 932 | 1,004 | (7) % | ||||||||||||||
| Other | 29 | 72 | (60) % | ||||||||||||||
| Total revenues | 6,176 | 5,805 | 6 % | ||||||||||||||
| Operating expenses | (4,578) | (4,542) | (1) % | ||||||||||||||
| Selling, general, administrative and other | (1,158) | (1,197) | 3 % | ||||||||||||||
| Depreciation and amortization | (94) | (85) | (11) % | ||||||||||||||
Operating Income (Loss) | $ | 346 | $ | (19) | nm | ||||||||||||
Revenues - Subscription fees
Growth in subscription fees reflected increases of 8% from higher effective rates attributable to increases in pricing and 4% from more subscribers, partially offset by decreases of 1% from the Star India Transaction and 1% from an unfavorable movement of the U.S. dollar against major currencies (Foreign Exchange Impact).
Revenues - Advertising
Lower advertising revenue was attributable to decreases of 10% from lower rates and 9% from the Star India Transaction, partially offset by an increase of 11% from growth in impressions.
Revenues - Other
The decrease in other revenue was primarily due to an unfavorable Foreign Exchange Impact and a decrease in recognition of minimum guarantee shortfalls from wholesale distributors.
Key metrics(1)
Paid subscribers at: | % Change Better (Worse) | ||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | March 29, 2025 | June 29, 2024 | June 28, 2025 vs. Mar. 29, 2025 | June 28, 2025 vs. June 29, 2024 | ||||||||||||||||||||||||
| Disney+ | |||||||||||||||||||||||||||||
| Domestic (U.S. and Canada) | 57.8 | 57.8 | 54.8 | — % | 5 % | ||||||||||||||||||||||||
International(2) | 69.9 | 68.2 | 66.0 | 2 % | 6 % | ||||||||||||||||||||||||
Disney+(2)(3) | 127.8 | 126.0 | 120.8 | 1 % | 6 % | ||||||||||||||||||||||||
| Hulu | |||||||||||||||||||||||||||||
| SVOD Only | 51.2 | 50.3 | 46.7 | 2 % | 10 % | ||||||||||||||||||||||||
| Live TV + SVOD | 4.3 | 4.4 | 4.4 | (2) % | (2) % | ||||||||||||||||||||||||
Total Hulu(3) | 55.5 | 54.7 | 51.1 | 1 % | 9 % | ||||||||||||||||||||||||
44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Average Monthly Revenue Per Paid Subscriber:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||
| June 28, 2025 | March 29, 2025 | June 29, 2024 | June 28, 2025 vs. Mar. 29, 2025 | June 28, 2025 vs. June 29, 2024 | |||||||||||||||||||||||||
| Disney+ | |||||||||||||||||||||||||||||
| Domestic (U.S. and Canada) | $ | 8.09 | $ | 8.06 | $ | 7.74 | — % | 5 % | |||||||||||||||||||||
International(2) | 7.67 | 7.52 | 6.56 | 2 % | 17 % | ||||||||||||||||||||||||
Disney+(2) | 7.86 | 7.77 | 7.09 | 1 % | 11 % | ||||||||||||||||||||||||
| Hulu | |||||||||||||||||||||||||||||
| SVOD Only | 12.40 | 12.36 | 12.73 | — % | (3) % | ||||||||||||||||||||||||
| Live TV + SVOD | 100.27 | 99.94 | 96.11 | — % | 4 % | ||||||||||||||||||||||||
(1)See discussion on pages 71 and 72 — DTC Product Descriptions, Key Definitions and Supplemental Information and Planned Reporting Changes
(2)The prior-year quarter Paid Subscribers and Average Monthly Revenue per Paid Subscriber have been adjusted to include Disney+ subscribers in Southeast Asia. These subscribers were previously reported with Disney+ Hotstar, which is no longer presented as this business was included in the Star India Transaction.
(3)Total may not equal the sum of the column due to rounding.
Average Monthly Revenue Per Paid Subscriber - Third Quarter of Fiscal 2025 Comparison to Second Quarter of Fiscal 2025
Domestic Disney+ average monthly revenue per paid subscriber increased from $8.06 to $8.09 as higher advertising revenue was largely offset by the impact of subscriber mix shifts.
International Disney+ average monthly revenue per paid subscriber increased from $7.52 to $7.67 due to a favorable Foreign Exchange Impact and increases in pricing, partially offset by the impact of subscriber mix shifts.
Hulu SVOD Only average monthly revenue per paid subscriber increased from $12.36 to $12.40 as higher advertising revenue was largely offset by the impact of subscriber mix shifts.
Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $99.94 to $100.27 due to higher advertising revenue.
Average Monthly Revenue Per Paid Subscriber - Third Quarter of Fiscal 2025 Comparison to Third Quarter of Fiscal 2024
Domestic Disney+ average monthly revenue per paid subscriber increased from $7.74 to $8.09 due to increases in pricing and higher advertising revenue, partially offset by the impact of subscriber mix shifts.
International Disney+ average monthly revenue per paid subscriber increased from $6.56 to $7.67 due to increases in pricing, partially offset by the impact of subscriber mix shifts.
Hulu SVOD Only average monthly revenue per paid subscriber decreased from $12.73 to $12.40 due to lower advertising revenue, partially offset by increases in pricing and the impact of subscriber mix shifts.
Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $96.11 to $100.27 due to increases in pricing, partially offset by the impact of subscriber mix shifts and lower advertising revenue.
Operating expenses
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
Hulu | $ | (2,230) | $ | (2,142) | (4) % | ||||||||||||
Disney+ | (1,356) | (1,508) | 10 % | ||||||||||||||
| Total programming and production costs | (3,586) | (3,650) | 2 % | ||||||||||||||
| Other operating expense | (992) | (892) | (11) % | ||||||||||||||
| $ | (4,578) | $ | (4,542) | (1) % | |||||||||||||
45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The increase in programming and production costs at Hulu was due to higher subscriber-based license fees attributable to more subscribers to bundles with third-party offerings.
The decrease in programming and production costs at Disney+ was due to the Star India Transaction, reflecting the comparison to International Cricket Council (ICC) programming, which was carried on Disney+ Hotstar in the prior-year quarter, partially offset by costs for more hours of content available on the service.
The increase in other operating expense was due to higher technology and distribution costs.
Selling, general, administrative and other
Selling, general, administrative and other costs decreased $39 million, to $1,158 million from $1,197 million, due to lower marketing costs.
Operating Income (Loss) from Direct-to-Consumer
Operating results from Direct-to-Consumer increased $365 million, to income of $346 million from a loss of $19 million, due to increases at Disney+ and Hulu.
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
TV/VOD and home entertainment distribution | $ | 875 | $ | 806 | 9 % | ||||||||||||
| Theatrical distribution | 820 | 724 | 13 % | ||||||||||||||
Other | 562 | 582 | (3) % | ||||||||||||||
| Total revenues | 2,257 | 2,112 | 7 % | ||||||||||||||
| Operating expenses | (1,461) | (1,204) | (21) % | ||||||||||||||
| Selling, general, administrative and other | (736) | (562) | (31) % | ||||||||||||||
| Depreciation and amortization | (85) | (88) | 3 % | ||||||||||||||
Equity in the loss of investees | 4 | (4) | nm | ||||||||||||||
Operating Income (Loss) | $ | (21) | $ | 254 | nm | ||||||||||||
Revenues - TV/VOD and home entertainment distribution
The increase in TV/VOD and home entertainment distribution revenue was due to the timing of revenue recognized on TV/VOD episodic content sales and an increase in home entertainment distribution revenue.
Revenues - Theatrical distribution
Higher theatrical distribution revenue was attributable to more titles in release in the current quarter compared to the prior-year quarter. The current quarter included the release of Lilo & Stitch, Thunderbolts*, The Amateur and Elio, and the ongoing performance of Snow White. The prior-year quarter included the release of Inside Out 2 and Kingdom of the Planet of the Apes.
Operating expenses
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | $ | (1,283) | $ | (1,017) | (26) % | ||||||||||||
| Other operating expenses | (178) | (187) | 5 % | ||||||||||||||
| $ | (1,461) | $ | (1,204) | (21) % | |||||||||||||
The increase in programming and production costs was due to higher production cost amortization attributable to increased distribution revenue and higher film cost impairments.
46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Selling, general, administrative and other
Selling, general, administrative and other costs increased $174 million, to $736 million from $562 million, due to higher theatrical marketing costs reflecting more significant releases in the current quarter.
Operating Income (Loss) from Content Sales/Licensing and Other
Operating results from Content Sales/Licensing and Other decreased $275 million, to a loss of $21 million from income of $254 million due to lower theatrical distribution results and higher film cost impairments.
Items Excluded from Segment Operating Income Related to Entertainment
The following table presents supplemental information for items related to the Entertainment segment that are excluded from segment operating income:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
TFCF and Hulu Acquisition Amortization(1) | $ | (320) | $ | (322) | 1 % | ||||||||||||
Restructuring and impairment charges (2) | (185) | — | nm | ||||||||||||||
(1)In the current quarter, amortization of intangible assets was $251 million and amortization of step-up on film and television costs was $66 million. In the prior-year quarter, amortization of intangible assets was $251 million and amortization of step-up on film and television costs was $68 million.
(2)Charges in the current quarter were primarily for an impairment of an equity investment.
Sports
Operating results for Sports are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Affiliate fees | $ | 2,484 | $ | 2,571 | (3) % | ||||||||||||
| Advertising | 1,148 | 1,339 | (14) % | ||||||||||||||
| Subscription fees | 415 | 414 | — % | ||||||||||||||
| Other | 261 | 234 | 12 % | ||||||||||||||
| Total revenues | 4,308 | 4,558 | (5) % | ||||||||||||||
| Operating expenses | (3,008) | (3,482) | 14 % | ||||||||||||||
| Selling, general, administrative and other | (276) | (293) | 6 % | ||||||||||||||
| Depreciation and amortization | (13) | (7) | (86) % | ||||||||||||||
| Equity in the income of investees | 26 | 26 | — % | ||||||||||||||
Operating Income | $ | 1,037 | $ | 802 | 29 % | ||||||||||||
Revenues - Affiliate fees
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 2,214 | $ | 2,239 | (1) % | ||||||||||||
| International | 270 | 272 | (1) % | ||||||||||||||
| 2,484 | 2,511 | (1) % | |||||||||||||||
Star India | — | 60 | (100) % | ||||||||||||||
| $ | 2,484 | $ | 2,571 | (3) % | |||||||||||||
47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Domestic ESPN affiliate revenue reflected a decrease of 8% from fewer subscribers, largely offset by an increase of 7% from higher effective rates.
International ESPN affiliate revenue reflected an unfavorable Foreign Exchange Impact and fewer subscribers, largely offset by higher effective rates.
Revenues - Advertising
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 1,104 | $ | 1,071 | 3 % | ||||||||||||
| International | 44 | 51 | (14) % | ||||||||||||||
| 1,148 | 1,122 | 2 % | |||||||||||||||
Star India | — | 217 | (100) % | ||||||||||||||
| $ | 1,148 | $ | 1,339 | (14) % | |||||||||||||
Domestic ESPN advertising revenue growth was due to an increase of 14% from higher rates, partially offset by a decrease of 9% from lower average viewership.
Revenues - Subscription fees
Subscription fees were comparable to the prior-year quarter as an increase of 5% from higher effective rates was largely offset by a decrease of 4% from fewer subscribers.
Revenues - Other
Other revenue increased $27 million, to $261 million from $234 million, primarily due to higher fees received from the Entertainment segment to program sports content on ABC, partially offset by lower Ultimate Fighting Championship pay-per-view fees attributable to lower average buys.
Key metrics(1)
% Change Better (Worse) | |||||||||||||||||||||||||||||
| June 28, 2025 | March 29, 2025 | June 29, 2024 | June 28, 2025 vs. Mar. 29, 2025 | June 28, 2025 vs. June 29, 2024 | |||||||||||||||||||||||||
Paid subscribers(1) at (in millions) | 24.1 | 24.1 | 24.9 | — % | (3) % | ||||||||||||||||||||||||
Average Monthly Revenue per Paid Subscriber(1) for the quarter ended | $ | 6.40 | $ | 6.58 | $ | 6.23 | (3) % | 3 % | |||||||||||||||||||||
(1)See discussion on page 71 and 72 — DTC Product Descriptions, Key Definitions and Supplemental Information and Planned Reporting Changes
Average Monthly Revenue Per Paid Subscriber - Third Quarter of Fiscal 2025 Comparison to Second Quarter of Fiscal 2025
ESPN+ average monthly revenue per paid subscriber decreased from $6.58 to $6.40 due to lower advertising revenue.
Average Monthly Revenue Per Paid Subscriber -Third Quarter of Fiscal 2025 Comparison to Third Quarter of Fiscal 2024
ESPN+ average monthly revenue per paid subscriber increased from $6.23 to $6.40 due to increases in pricing, partially offset by the impact of subscriber mix shifts.
48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Operating expenses
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | (2,451) | $ | (2,381) | (3) % | ||||||||||||
| International | (311) | (308) | (1) % | ||||||||||||||
| (2,762) | (2,689) | (3) % | |||||||||||||||
| Star India | — | (555) | 100 % | ||||||||||||||
| (2,762) | (3,244) | 15 % | |||||||||||||||
| Other operating expenses | (246) | (238) | (3) % | ||||||||||||||
| $ | (3,008) | $ | (3,482) | 14 % | |||||||||||||
Domestic ESPN programming and production costs increased in the current quarter compared to the prior-year quarter primarily due to higher NBA and college sports rights costs, reflecting contractual rate increases, partially offset by the absence of NHL Stanley Cup Finals rights in the current quarter. We have the rights to air the Stanley Cup Finals every other year.
Selling, general, administrative and other
Selling, general, administrative and other costs decreased $17 million, to $276 million from $293 million, due to the Star India Transaction.
Operating Income from Sports
Segment operating income increased $235 million, to $1,037 million from $802 million, due to the Star India Transaction, partially offset by a decrease at domestic ESPN.
Supplemental revenue and operating income (loss)
The following table provides supplemental revenue and operating income (loss) detail for the Sports segment:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 3,929 | $ | 3,908 | 1 % | ||||||||||||
| International | 379 | 371 | 2 % | ||||||||||||||
| 4,308 | 4,279 | 1 % | |||||||||||||||
| Star India | — | 279 | (100) % | ||||||||||||||
| $ | 4,308 | $ | 4,558 | (5) % | |||||||||||||
Supplemental operating income (loss) detail | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 1,014 | $ | 1,085 | (7) % | ||||||||||||
| International | (3) | 5 | nm | ||||||||||||||
| 1,011 | 1,090 | (7) % | |||||||||||||||
Star India | — | (314) | 100 % | ||||||||||||||
| Equity in the income of investees | 26 | 26 | — % | ||||||||||||||
| $ | 1,037 | $ | 802 | 29 % | |||||||||||||
49
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Items Excluded from Segment Operating Income Related to Sports
The following table presents supplemental information for items related to the Sports segment that are excluded from segment operating income:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
TFCF Acquisition Amortization(1) | $ | (74) | $ | (74) | — % | ||||||||||||
(1)Represents amortization of intangible assets.
Experiences
Operating results for the Experiences segment are as follows:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Theme park admissions | $ | 2,996 | $ | 2,780 | 8 % | ||||||||||||
| Resorts and vacations | 2,373 | 2,115 | 12 % | ||||||||||||||
| Parks & Experiences merchandise, food and beverage | 2,143 | 1,994 | 7 % | ||||||||||||||
| Merchandise licensing and retail | 979 | 954 | 3 % | ||||||||||||||
| Parks licensing and other | 595 | 543 | 10 % | ||||||||||||||
| Total revenues | 9,086 | 8,386 | 8 % | ||||||||||||||
| Operating expenses | (4,808) | (4,573) | (5) % | ||||||||||||||
| Selling, general, administrative and other | (1,051) | (942) | (12) % | ||||||||||||||
| Depreciation and amortization | (711) | (649) | (10) % | ||||||||||||||
| Operating Income | $ | 2,516 | $ | 2,222 | 13 % | ||||||||||||
Revenues - Theme park admissions
Theme park admissions revenue growth was due to an increase of 7% from higher average per capita ticket revenue.
Revenues - Resorts and vacations
Higher resorts and vacations revenue was attributable to increases of 7% from additional passenger cruise days and 3% from higher occupied hotel room nights. The increase in passenger cruise days reflected the launch of the Disney Treasure in the first quarter of the current year.
Revenues - Park & Experiences merchandise, food and beverage
Parks & Experiences merchandise, food and beverage revenue growth was primarily due to increases of 4% from higher average guest spending and 2% from volume growth.
Revenues - Merchandise licensing and retail
Higher merchandise licensing and retail revenue was due to an increase of 3% from merchandise licensing, partially offset by a decrease of 1% from an unfavorable Foreign Exchange Impact.
Revenues - Parks licensing and other
Parks licensing and other revenue growth includes the benefit of a rebate received in the current quarter and an increase in co-branding revenue, partially offset by an unfavorable Foreign Exchange Impact.
50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Key Metrics
In addition to revenue, costs and operating income, management uses the following key metrics to analyze trends and evaluate the overall performance of our theme parks and resorts, and we believe these metrics are useful to investors in analyzing the business:
| Domestic | International(1) | ||||||||||||||||||||||
| Quarter Ended | Quarter Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Parks | |||||||||||||||||||||||
| Increase (decrease) | |||||||||||||||||||||||
Attendance(2) | — % | — % | 1 % | 4 % | |||||||||||||||||||
Per Capita Guest Spending(3) | 8 % | 1 % | 2 % | (1) % | |||||||||||||||||||
| Hotels | |||||||||||||||||||||||
Occupancy(4) | 86 % | 83 % | 87 % | 82 % | |||||||||||||||||||
Available Hotel Room Nights (in thousands)(5) | 2,566 | 2,543 | 791 | 791 | |||||||||||||||||||
Change in Per Room Guest Spending(6) | 2 % | 4 % | (3) % | 7 % | |||||||||||||||||||
(1)Per capita guest spending growth rate and per room guest spending growth rate exclude the impact of changes in foreign exchange rates.
(2)Attendance is used to analyze volume trends at our theme parks and is based on the number of unique daily entries, i.e. a person visiting multiple theme parks in a single day is counted only once. Our attendance count includes complimentary entries but excludes entries by children under the age of three.
(3)Per capita guest spending is used to analyze guest spending trends and is defined as total revenue from ticket sales and sales of food, beverage and merchandise in our theme parks, divided by total theme park attendance.
(4)Occupancy is used to analyze the usage of available capacity at hotels and is defined as the number of room nights occupied by guests as a percentage of available hotel room nights.
(5)Available hotel room nights is defined as the total number of room nights that are available at our hotels and at Disney Vacation Club (DVC) properties located at our theme parks and resorts that are not utilized by DVC members. Available hotel room nights include rooms temporarily taken out of service.
(6)Per room guest spending is used to analyze guest spending at our hotels and is defined as total revenue from room rentals and sales of food, beverage and merchandise at our hotels, divided by total occupied hotel room nights.
Operating expenses
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Operating labor | $ | (2,284) | $ | (2,154) | (6) % | ||||||||||||
| Infrastructure costs | (870) | (823) | (6) % | ||||||||||||||
| Cost of goods sold and distribution costs | (779) | (780) | — % | ||||||||||||||
| Other operating expense | (875) | (816) | (7) % | ||||||||||||||
| $ | (4,808) | $ | (4,573) | (5) % | |||||||||||||
Higher operating labor was due to inflation, increased volumes and new guest offerings. The increase in infrastructure costs was attributable to higher operations support costs and an increase in technology spending. Higher other operating expense was due to new guest offerings and volume growth.
Selling, general, administrative and other
Selling, general, administrative and other costs increased $109 million, to $1,051 million from $942 million, driven by higher marketing costs.
51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Depreciation and amortization
Depreciation and amortization increased $62 million, to $711 million from $649 million, primarily attributable to higher depreciation at our domestic parks and experiences driven by an increase at Disney Cruise Line.
Operating Income from Experiences
Segment operating income increased $294 million, to $2,516 million from $2,222 million due to growth at domestic parks and experiences.
Supplemental revenue and operating income
The following table presents supplemental revenue and operating income detail for the Experiences segment:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| Parks & Experiences | |||||||||||||||||
| Domestic | $ | 6,403 | $ | 5,820 | 10 % | ||||||||||||
| International | 1,691 | 1,602 | 6 % | ||||||||||||||
| Consumer Products | 992 | 964 | 3 % | ||||||||||||||
| $ | 9,086 | $ | 8,386 | 8 % | |||||||||||||
Supplemental operating income detail | |||||||||||||||||
| Parks & Experiences | |||||||||||||||||
| Domestic | $ | 1,650 | $ | 1,347 | 22 % | ||||||||||||
| International | 422 | 435 | (3) % | ||||||||||||||
| Consumer Products | 444 | 440 | 1 % | ||||||||||||||
| $ | 2,516 | $ | 2,222 | 13 % | |||||||||||||
Items Excluded from Segment Operating Income Related to Experiences
The following table presents supplemental information for items related to the Experiences segment that are excluded from segment operating income:
| Quarter Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
TFCF Acquisition Amortization | $ | (1) | $ | (1) | — % | ||||||||||||
Charge related to a legal ruling | — | (65) | 100 % | ||||||||||||||
52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
BUSINESS SEGMENT RESULTS - Current Period Nine-Month Results Compared to the Prior-Year Nine-Month Period
Entertainment
Revenue and operating results for the Entertainment segment are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Linear Networks | $ | 7,306 | $ | 8,231 | (11) % | ||||||||||||
| Direct-to-Consumer | 18,366 | 16,993 | 8 % | ||||||||||||||
| Content Sales/Licensing and Other | 6,586 | 5,133 | 28 % | ||||||||||||||
| $ | 32,258 | $ | 30,357 | 6 % | |||||||||||||
| Segment operating income (loss): | |||||||||||||||||
| Linear Networks | $ | 2,564 | $ | 2,954 | (13) % | ||||||||||||
| Direct-to-Consumer | 975 | (110) | nm | ||||||||||||||
| Content Sales/Licensing and Other | 444 | 12 | >100 % | ||||||||||||||
| $ | 3,983 | $ | 2,856 | 39 % | |||||||||||||
Revenues
The increase in Entertainment revenues in the current period compared to the prior-year period was due to DTC subscription revenue growth and higher distribution revenues at Content Sales/Licensing and Other. These increases were partially offset by lower advertising and affiliate revenue due to the Star India Transaction.
Operating income
The increase in Entertainment operating income in the current period compared to the prior-year period was due to improved results at Direct-to-Consumer and, to a lesser extent, Content Sales/Licensing and Other, partially offset by a decline at Linear Networks primarily due to the Star India Transaction.
Linear Networks
Operating results for Linear Networks are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Affiliate fees | $ | 4,848 | $ | 5,251 | (8) % | ||||||||||||
| Advertising | 2,328 | 2,875 | (19) % | ||||||||||||||
| Other | 130 | 105 | 24 % | ||||||||||||||
| Total revenues | 7,306 | 8,231 | (11) % | ||||||||||||||
| Operating expenses | (3,404) | (3,838) | 11 % | ||||||||||||||
| Selling, general, administrative and other | (1,637) | (1,845) | 11 % | ||||||||||||||
| Depreciation and amortization | (51) | (34) | (50) % | ||||||||||||||
| Equity in the income of investees | 350 | 440 | (20) % | ||||||||||||||
| Operating Income | $ | 2,564 | $ | 2,954 | (13) % | ||||||||||||
53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Revenues - Affiliate fees
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
Domestic | $ | 4,377 | $ | 4,437 | (1) % | ||||||||||||
International | 471 | 814 | (42) % | ||||||||||||||
| $ | 4,848 | $ | 5,251 | (8) % | |||||||||||||
The decrease in domestic affiliate revenue was due to a decline of 9% from fewer subscribers, partially offset by an increase of 7% from higher effective rates.
Lower international affiliate revenue was attributable to decreases of 28% from the Star India Transaction, 8% from lower effective rates and 3% from fewer subscribers.
Revenues - Advertising
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
Domestic | $ | 1,989 | $ | 2,121 | (6) % | ||||||||||||
International | 339 | 754 | (55) % | ||||||||||||||
| $ | 2,328 | $ | 2,875 | (19) % | |||||||||||||
The decline in domestic advertising revenue was due to a decrease of 7% from fewer impressions attributable to lower average viewership.
Lower international advertising revenue reflected a decrease of 51% from the Star India Transaction.
Operating expenses
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
Domestic | $ | (2,576) | $ | (2,619) | 2 % | ||||||||||||
International | (319) | (534) | 40 % | ||||||||||||||
Total programming and production costs | (2,895) | (3,153) | 8 % | ||||||||||||||
Other operating expenses | (509) | (685) | 26 % | ||||||||||||||
| $ | (3,404) | $ | (3,838) | 11 % | |||||||||||||
The decrease in domestic programming and production costs was due to lower average cost programming at our cable channels, partially offset by a higher cost mix of programming at ABC driven by higher fees paid to the Sports segment to program sports content.
International programming and production costs decreased primarily due to the Star India Transaction.
The decrease in other operating expenses was driven by lower technology costs and a decrease from the Star India Transaction.
Selling, general, administrative and other
Selling, general, administrative and other costs decreased $208 million to $1,637 million from $1,845 million, due to the Star India Transaction, lower marketing costs and a favorable Foreign Exchange Impact.
Equity in the Income of Investees
Income from equity investees decreased $90 million, to $350 million from $440 million, due to lower income from A+E attributable to decreases in affiliate and advertising revenue.
54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Operating Income from Linear Networks
Operating income from Linear Networks decreased $390 million, to $2,564 million from $2,954 million, due to a decrease at our international business as a result of the Star India Transaction and lower income from equity investees.
Supplemental revenue and operating income
The following table provides supplemental revenue and operating income detail for Linear Networks:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| Domestic | $ | 6,453 | $ | 6,624 | (3) % | ||||||||||||
| International | 853 | 1,607 | (47) % | ||||||||||||||
| $ | 7,306 | $ | 8,231 | (11) % | |||||||||||||
| Supplemental operating income detail | |||||||||||||||||
| Domestic | $ | 2,049 | $ | 2,040 | — % | ||||||||||||
| International | 165 | 474 | (65) % | ||||||||||||||
| Equity in the income of investees | 350 | 440 | (20) % | ||||||||||||||
| $ | 2,564 | $ | 2,954 | (13) % | |||||||||||||
Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Subscription fees | $ | 15,495 | $ | 14,041 | 10 % | ||||||||||||
| Advertising | 2,712 | 2,740 | (1) % | ||||||||||||||
Other | 159 | 212 | (25) % | ||||||||||||||
| Total revenues | 18,366 | 16,993 | 8 % | ||||||||||||||
| Operating expenses | (13,726) | (13,449) | (2) % | ||||||||||||||
| Selling, general, administrative and other | (3,403) | (3,424) | 1 % | ||||||||||||||
| Depreciation and amortization | (262) | (230) | (14) % | ||||||||||||||
Operating Income (Loss) | $ | 975 | $ | (110) | nm | ||||||||||||
Revenues - Subscription fees
Growth in subscription fees reflected increases of 9% from higher effective rates attributable to increases in pricing and 4% from more subscribers, partially offset by decreases of 2% from an unfavorable Foreign Exchange Impact and 1% from the Star India Transaction.
Revenues - Advertising
Lower advertising revenue was attributable to decreases of 12% from lower rates and 9% from the Star India Transaction, partially offset by an increase of 19% from higher impressions. The decrease from the Star India Transaction reflected ICC programming on Disney+ Hotstar in the prior-year period.
Revenues - Other
The decrease in other revenue was due to lower recognition of minimum guarantee shortfalls from wholesale distributors.
55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Key metrics
Average Monthly Revenue Per Paid Subscriber:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||||||||
| Disney+ | |||||||||||||||||
| Domestic (U.S. and Canada) | $ | 8.05 | $ | 7.96 | 1 % | ||||||||||||
International (1) | 7.46 | 6.23 | 20 % | ||||||||||||||
Disney+ (1) | 7.73 | 6.98 | 11 % | ||||||||||||||
| Hulu | |||||||||||||||||
| SVOD Only | 12.42 | 12.29 | 1 % | ||||||||||||||
| Live TV + SVOD | 99.80 | 94.89 | 5 % | ||||||||||||||
(1)The prior-year period Average Monthly Revenue per Paid Subscriber has been adjusted to include Disney+ subscribers in Southeast Asia. These subscribers were previously reported with Disney+ Hotstar, which is no longer presented as this business was included in the Star India Transaction.
Domestic Disney+ average monthly revenue per paid subscriber increased from $7.96 to $8.05 due to increases in pricing, partially offset by the impact of subscriber mix shifts.
International Disney+ average monthly revenue per paid subscriber increased from $6.23 to $7.46 due to increases in pricing, partially offset by the impact of subscriber mix shifts.
Hulu SVOD Only average monthly revenue per paid subscriber increased from $12.29 to $12.42 due to increases in pricing, partially offset by lower advertising revenue.
Hulu Live TV + SVOD average monthly revenue per paid subscriber increased from $94.89 to $99.80 due to increases in pricing, partially offset by lower advertising revenue.
Operating expenses
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
| Hulu | $ | (6,759) | $ | (6,437) | (5) % | ||||||||||||
| Disney+ | (3,968) | (4,275) | 7 % | ||||||||||||||
| Total programming and production costs | (10,727) | (10,712) | — % | ||||||||||||||
| Other operating expense | (2,999) | (2,737) | (10) % | ||||||||||||||
| $ | (13,726) | $ | (13,449) | (2) % | |||||||||||||
The increase in programming and production costs at Hulu was due to higher subscriber-based license fees attributable to rate increases for programming the Hulu Live TV service and more subscribers to bundles with third-party offerings.
The decrease in programming and production costs at Disney+ was primarily due to the Star India Transaction, reflecting the comparison to ICC programming in the prior-year period, partially offset by more hours of content available on the service.
Other operating expenses increased due to higher technology and distribution costs.
Operating Income (Loss) from Direct-to-Consumer
Operating results from Direct-to-Consumer improved $1,085 million, to income of $975 million from a loss of $110 million, due to increases at Disney+ and, to a lesser extent, Hulu.
56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
TV/VOD and home entertainment distribution | $ | 2,727 | $ | 2,196 | 24 % | ||||||||||||
| Theatrical distribution | 2,108 | 1,098 | 92 % | ||||||||||||||
| Other | 1,751 | 1,839 | (5) % | ||||||||||||||
| Total revenues | 6,586 | 5,133 | 28 % | ||||||||||||||
| Operating expenses | (3,835) | (3,305) | (16) % | ||||||||||||||
| Selling, general, administrative and other | (2,035) | (1,529) | (33) % | ||||||||||||||
| Depreciation and amortization | (266) | (279) | 5 % | ||||||||||||||
Equity in the loss of investees | (6) | (8) | 25 % | ||||||||||||||
Operating Income | $ | 444 | $ | 12 | >100 % | ||||||||||||
Revenues - TV/VOD and home entertainment distribution
The increase in TV/VOD and home entertainment distribution revenue was primarily due to higher TV/VOD sales of episodic content and an increase in home entertainment distribution revenue.
Revenues - Theatrical distribution
The increase in theatrical distribution revenue was due to the comparison of five live-action titles in the current period to two live-action titles in the prior-year period, partially offset by lower revenue from animated titles. Live-action titles in the current period included Lilo & Stitch, Mufasa: The Lion King, Captain America: Brave New World, Thunderbolts* and Snow White. Live-action titles in the prior-year period included Kingdom of the Planet of the Apes and The Marvels. Animated titles in the current period included Moana 2 and Elio compared to Inside Out 2 and Wish in the prior-year period.
Revenues - Other
Other revenue decreased $88 million to $1,751 million from $1,839 million due to lower revenue from stage plays as a result of fewer performances.
Operating expenses
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | $ | (3,316) | $ | (2,769) | (20) % | ||||||||||||
| Other operating expenses | (519) | (536) | 3 % | ||||||||||||||
| $ | (3,835) | $ | (3,305) | (16) % | |||||||||||||
The increase in programming and production costs was due to higher production cost amortization attributable to the increases in distribution revenues, partially offset by fewer stage play performances.
Selling, general, administrative and other
Selling, general, administrative and other costs increased $506 million, to $2,035 million from $1,529 million, due to higher theatrical marketing costs.
Operating Income from Content Sales/Licensing and Other
Operating income from Content Sales/Licensing and Other increased $432 million, from $12 million to $444 million, due to higher theatrical, TV/VOD and home entertainment distribution results.
57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Items Excluded from Segment Operating Income Related to Entertainment
The following table presents supplemental information for items related to the Entertainment segment that are excluded from segment operating income:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
TFCF and Hulu Acquisition Amortization(1) | $ | (961) | $ | (1,018) | 6 % | ||||||||||||
Restructuring and impairment charges(2) | (294) | (717) | 59 % | ||||||||||||||
(1)In the current period, amortization of intangible assets was $753 million and amortization of step-up on film and television costs was $199 million. In the prior-year period, amortization of intangible assets was $804 million and amortization of step-up on film and television costs was $205 million.
(2)Charges in the current period were primarily for an impairment of an equity investment and content impairments. Charges in the prior-year period were primarily for a goodwill impairment related to linear networks.
Sports
Operating results for Sports are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Affiliate fees | $ | 7,766 | $ | 7,918 | (2) % | ||||||||||||
| Advertising | 3,647 | 3,640 | — % | ||||||||||||||
| Subscription fees | 1,270 | 1,246 | 2 % | ||||||||||||||
| Other | 1,009 | 901 | 12 % | ||||||||||||||
| Total revenues | 13,692 | 13,705 | — % | ||||||||||||||
| Operating expenses | (10,808) | (11,295) | 4 % | ||||||||||||||
| Selling, general, administrative and other | (933) | (949) | 2 % | ||||||||||||||
| Depreciation and amortization | (34) | (29) | (17) % | ||||||||||||||
| Equity in the income of investees | 54 | 45 | 20 % | ||||||||||||||
| Operating Income | $ | 1,971 | $ | 1,477 | 33 % | ||||||||||||
Revenues - Affiliate fees
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 6,951 | $ | 6,947 | — % | ||||||||||||
| International | 784 | 783 | — % | ||||||||||||||
| 7,735 | 7,730 | — % | |||||||||||||||
| Star India | 31 | 188 | (84) % | ||||||||||||||
| $ | 7,766 | $ | 7,918 | (2) % | |||||||||||||
Domestic ESPN affiliate revenue was comparable to the prior-year period as an increase of 7% from higher effective rates was offset by a decrease of 7% from fewer subscribers.
International ESPN affiliate revenue was comparable to the prior-year period as higher effective rates were offset by an unfavorable Foreign Exchange Impact and fewer subscribers.
The decrease in Star India affiliate revenue was due to the Star India Transaction.
58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Revenues - Advertising
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 3,513 | $ | 3,059 | 15 % | ||||||||||||
| International | 130 | 143 | (9) % | ||||||||||||||
| 3,643 | 3,202 | 14 % | |||||||||||||||
| Star India | 4 | 438 | (99) % | ||||||||||||||
| $ | 3,647 | $ | 3,640 | — % | |||||||||||||
The increase in domestic ESPN advertising revenue was due to an increase of 14% from higher rates. The increase in advertising revenue reflected the benefit of expanded college football programming including four additional College Football Playoff (CFP) games.
The decrease in Star India advertising revenue was attributable to the comparison to ICC and Indian Premier League (IPL) cricket programming in the prior-year period. There were no significant cricket events in the current period prior to the Star India Transaction.
Revenues - Subscription fees
The increase in subscription fees was due to an increase of 5% from higher effective rates, partially offset by a decrease of 3% from fewer subscribers.
Revenues - Other
Other revenue increased $108 million, to $1,009 million from $901 million, due to higher fees received from the Entertainment segment to program certain sports content on Disney+ and ABC, partially offset by lower sub-licensing fees. The decrease in sub-licensing fees was attributable to the comparison to Star India sub-licensing of ICC programming in the prior-year period, partially offset by fees from sub-licensing CFP programming rights for two games in the current period.
Key Metrics
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||||||||
| Average Monthly Revenue per Paid Subscriber for the period | $ | 6.44 | $ | 6.21 | 4 % | ||||||||||||
ESPN+ average monthly revenue per paid subscriber increased from $6.21 to $6.44 due to increases in pricing, partially offset by the impact of subscriber mix shifts.
Operating expenses
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Programming and production costs | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | (9,143) | $ | (8,386) | (9) % | ||||||||||||
| International | (912) | (874) | (4) % | ||||||||||||||
| (10,055) | (9,260) | (9) % | |||||||||||||||
| Star India | (17) | (1,341) | 99 % | ||||||||||||||
| (10,072) | (10,601) | 5 % | |||||||||||||||
| Other operating expenses | (736) | (694) | (6) % | ||||||||||||||
| $ | (10,808) | $ | (11,295) | 4 % | |||||||||||||
59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Domestic ESPN programming and production costs increased primarily due to expanded college football programming rights, one additional NFL game due to timing and higher NBA rights costs reflecting contractual rate increases.
The increase in international ESPN programming and production costs was attributable to higher soccer rights costs.
Star India programming and production costs decreased due to the comparison to ICC and IPL cricket programming in the prior-year period.
The increase in other operating expense was attributable to higher technology costs.
Selling, general, administrative and other
Selling, general, administrative and other costs decreased due to the Star India Transaction, partially offset by the write-off of an investment.
Operating Income from Sports
Segment operating income increased $494 million, to $1,971 million from $1,477 million, due to the comparison to ICC and IPL cricket programming in the prior-year period at Star India, partially offset by a decrease at domestic ESPN.
Supplemental revenue and operating income
The following table provides supplemental revenue and operating income (loss) detail for the Sports segment:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 12,506 | $ | 11,847 | 6 % | ||||||||||||
| International | 1,147 | 1,075 | 7 % | ||||||||||||||
| 13,653 | 12,922 | 6 % | |||||||||||||||
| Star India | 39 | 783 | (95) % | ||||||||||||||
| $ | 13,692 | $ | 13,705 | — % | |||||||||||||
| Supplemental operating income (loss) detail | |||||||||||||||||
| ESPN | |||||||||||||||||
| Domestic | $ | 1,893 | $ | 2,120 | (11) % | ||||||||||||
| International | 15 | (32) | nm | ||||||||||||||
| 1,908 | 2,088 | (9) % | |||||||||||||||
| Star India | 9 | (656) | nm | ||||||||||||||
| Equity in the income of investees | 54 | 45 | 20 % | ||||||||||||||
| $ | 1,971 | $ | 1,477 | 33 % | |||||||||||||
Items Excluded from Segment Operating Income Related to Sports
The following table presents supplemental information for items related to the Sports segment that are excluded from segment operating income:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
TFCF Acquisition Amortization(1) | $ | (222) | $ | (259) | 14 % | ||||||||||||
(1)Represents amortization of intangible assets.
60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Experiences
Operating results for the Experiences segment are as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Revenues | |||||||||||||||||
| Theme park admissions | $ | 9,002 | $ | 8,568 | 5 % | ||||||||||||
| Resorts and vacations | 6,953 | 6,334 | 10 % | ||||||||||||||
| Parks & Experiences merchandise, food and beverage | 6,425 | 6,126 | 5 % | ||||||||||||||
| Merchandise licensing and retail | 3,234 | 3,184 | 2 % | ||||||||||||||
| Parks licensing and other | 1,776 | 1,699 | 5 % | ||||||||||||||
| Total revenues | 27,390 | 25,911 | 6 % | ||||||||||||||
| Operating expenses | (14,155) | (13,562) | (4) % | ||||||||||||||
| Selling, general, administrative and other | (3,023) | (2,830) | (7) % | ||||||||||||||
| Depreciation and amortization | (2,095) | (1,906) | (10) % | ||||||||||||||
| Operating Income | $ | 8,117 | $ | 7,613 | 7 % | ||||||||||||
Revenues - Theme park admissions
Theme park admissions revenue growth was due to an increase of 5% from higher average per capita ticket revenue.
Revenues - Resorts and vacations
Higher resorts and vacations revenue was primarily due to increases of 4% from additional passenger cruise days, 2% from an increase in occupied hotel room nights, 1% from higher unit sales at Disney Vacation Club and 1% from an increase in average daily hotel room rates. The increase in passenger cruise days reflected the launch of the Disney Treasure in the first quarter of the current year.
Revenues - Park & Experiences merchandise, food and beverage
Parks & Experiences merchandise, food and beverage revenue growth was attributable to increases of 3% from higher average guest spending and 1% from volume growth.
Revenues - Merchandise licensing and retail
Higher merchandise licensing and retail revenue was due to increases of 2% from merchandise licensing and 1% from retail, partially offset by a decrease of 2% from an unfavorable Foreign Exchange Impact.
Revenues - Parks licensing and other
The increase in parks licensing and other revenue was due to the benefit of a rebate received in the current period, an increase in royalties from Tokyo Disney Resort, higher real estate sales and increases in co-branding and sponsorship revenue, partially offset by an unfavorable Foreign Exchange Impact.
61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Key metrics
| Domestic | International | ||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Parks | |||||||||||||||||||||||
| Increase (decrease) | |||||||||||||||||||||||
| Attendance | — % | 1 % | — % | 15 % | |||||||||||||||||||
| Per Capita Guest Spending | 5 % | 3 % | — % | 7 % | |||||||||||||||||||
| Hotels | |||||||||||||||||||||||
| Occupancy | 88 % | 86 % | 87 % | 83 % | |||||||||||||||||||
| Available Hotel Room Nights (in thousands) | 7,653 | 7,640 | 2,376 | 2,381 | |||||||||||||||||||
| Change in Per Room Guest Spending | 4 % | 3 % | 5 % | 8 % | |||||||||||||||||||
Operating expenses
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Operating labor | $ | (6,661) | $ | (6,222) | (7) % | ||||||||||||
| Infrastructure costs | (2,527) | (2,432) | (4) % | ||||||||||||||
| Cost of goods sold and distribution costs | (2,431) | (2,482) | 2 % | ||||||||||||||
| Other operating expense | (2,536) | (2,426) | (5) % | ||||||||||||||
| $ | (14,155) | $ | (13,562) | (4) % | |||||||||||||
The increase in operating labor was due to inflation and, to a lesser extent, new guest offerings and higher volumes. Higher infrastructure costs were attributable to an increase in technology spending, new guest offerings and higher operations support costs, partially offset by cost management initiatives. Lower cost of goods sold and distribution costs were driven by a decrease in operations support costs and cost management initiatives, partially offset by higher volumes. Other operating expense increased primarily due to new guest offerings, higher volumes and increased operations support costs, partially offset by cost management initiatives.
Selling, general, administrative and other
Selling, general, administrative and other costs increased $193 million, to $3,023 million from $2,830 million, primarily due to higher marketing costs.
Depreciation and amortization
Depreciation and amortization increased $189 million, to $2,095 million from $1,906 million, due to higher depreciation at our domestic parks and experiences driven by an increase at Disney Cruise Line.
Operating Income from Experiences
Segment operating income increased $504 million from $7,613 million to $8,117 million due to growth at domestic parks and experiences.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Supplemental revenue and operating income
The following table presents supplemental revenue and operating income detail for the Experiences segment:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Supplemental revenue detail | |||||||||||||||||
| Parks & Experiences | |||||||||||||||||
| Domestic | $ | 19,334 | $ | 18,075 | 7 % | ||||||||||||
| International | 4,778 | 4,600 | 4 % | ||||||||||||||
| Consumer Products | 3,278 | 3,236 | 1 % | ||||||||||||||
| $ | 27,390 | $ | 25,911 | 6 % | |||||||||||||
| Supplemental operating income detail | |||||||||||||||||
| Parks & Experiences | |||||||||||||||||
| Domestic | $ | 5,455 | $ | 5,031 | 8 % | ||||||||||||
| International | 1,067 | 1,055 | 1 % | ||||||||||||||
| Consumer Products | 1,595 | 1,527 | 4 % | ||||||||||||||
| $ | 8,117 | $ | 7,613 | 7 % | |||||||||||||
Items Excluded from Segment Operating Income Related to Experiences
The following table presents supplemental information for items related to the Experiences segment that are excluded from segment operating income:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| TFCF Acquisition Amortization | $ | (5) | $ | (5) | — % | ||||||||||||
| Charge related to a legal ruling | — | (65) | 100 % | ||||||||||||||
CORPORATE AND UNALLOCATED SHARED EXPENSES
| Quarter Ended | % Change Better (Worse) | Nine Months Ended | % Change Better (Worse) | ||||||||||||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||||
| Corporate and unallocated shared expenses | $ | (410) | $ | (328) | (25) % | $ | (1,265) | $ | (1,027) | (23) % | |||||||||||||||||||||||||
Corporate and unallocated shared expenses increased $82 million for the quarter, from $328 million to $410 million, primarily due to a legal settlement, timing of allocations to the segments and higher compensation costs, partially offset by a gain on a land sale. Corporate and unallocated shared expenses for the nine-month period increased $238 million, from $1,027 million to $1,265 million, primarily due to legal settlements, higher compensation and human resource-related costs and timing of allocations to the segments, partially offset by a gain on a land sale.
63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
FINANCIAL CONDITION
The change in cash and cash equivalents is as follows:
| Nine Months Ended | % Change Better (Worse) | ||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||||||||
| Cash provided by operations | $ | 13,627 | $ | 8,453 | 61 % | ||||||||||||
| Cash used in investing activities | (6,193) | (4,903) | (26) % | ||||||||||||||
| Cash used in financing activities | (8,090) | (11,722) | 31 % | ||||||||||||||
| Impact of exchange rates on cash, cash equivalents and restricted cash | 31 | (14) | nm | ||||||||||||||
| Change in cash, cash equivalents and restricted cash | $ | (625) | $ | (8,186) | 92 % | ||||||||||||
Operating Activities
Cash provided by operations increased $5.2 billion from $8.5 billion in the prior-year period to $13.6 billion for the current period. The increase was due to lower tax payments in the current period compared to the prior-year period and higher operating cash flows at Entertainment and, to a lesser extent, Experiences. Tax payments in the prior-year period reflected the payment of fiscal 2023 U.S. federal and California state income taxes that had been deferred pursuant to relief related to 2023 winter storms in California. In addition, fiscal 2025 U.S. federal and California state income tax payments have been deferred until October 2025 pursuant to relief related to the 2025 wildfires in California. The increase in operating cash flows at Entertainment was primarily due to higher cash receipts primarily attributable to higher revenue and, to a lesser extent, lower spending on content including the impact of the Star India Transaction, partially offset by higher operating cash disbursements primarily due to higher operating expenses. The increase in operating cash flows at Experiences was due to higher cash receipts attributable to higher revenue, partially offset by higher operating cash disbursements due to higher operating expenses.
Produced and licensed programming costs
The Entertainment and Sports segments incur costs to produce and license film, episodic, sports and other content. Production costs include spend on content internally produced at our studios such as live-action and animated films and episodic series. Production costs also include original content commissioned from third-party studios. Programming costs include content rights licensed from third parties for use on the Company’s sports and general entertainment networks and DTC streaming services. Programming assets are generally recorded when the programming becomes available to us with a corresponding increase in programming liabilities.
64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The Company’s film and television production and programming activity for the nine months ended June 28, 2025 and June 29, 2024 are as follows:
| Nine Months Ended | |||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Beginning balances: | |||||||||||
| Produced and licensed programming assets | $ | 34,409 | $ | 36,593 | |||||||
| Programming liabilities | (3,692) | (3,792) | |||||||||
| 30,717 | 32,801 | ||||||||||
| Spending: | |||||||||||
| Programming licenses and rights | 10,492 | 10,773 | |||||||||
| Produced film and television content | 7,116 | 7,184 | |||||||||
| 17,608 | 17,957 | ||||||||||
| Amortization: | |||||||||||
| Programming licenses and rights | (10,431) | (11,565) | |||||||||
| Produced film and television content | (7,996) | (7,513) | |||||||||
| (18,427) | (19,078) | ||||||||||
| Change in produced and licensed content costs | (819) | (1,121) | |||||||||
Content Impairment (see Note 16 to the Condensed Consolidated Financial Statements) | (109) | — | |||||||||
Produced and licensed content costs contributed to joint venture | — | (978) | |||||||||
| Other non-cash activity | 92 | 382 | |||||||||
| Ending balances: | |||||||||||
| Produced and licensed programming assets | 33,034 | 34,791 | |||||||||
| Programming liabilities | (3,153) | (3,707) | |||||||||
| $ | 29,881 | $ | 31,084 | ||||||||
The Company currently expects its fiscal 2025 spend on produced and licensed content, including sports rights, to be comparable to fiscal 2024 spend of $23 billion.
Investing Activities
Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture activity. The Company’s investing activities for the nine months ended June 28, 2025 and June 29, 2024 are as follows:
| Nine Months Ended | |||||||||||
(provided by (used in) in millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Investments in parks, resorts and other property: | |||||||||||
Entertainment | $ | (835) | $ | (750) | |||||||
Sports | — | (2) | |||||||||
Experiences | |||||||||||
| Domestic | (4,068) | (1,953) | |||||||||
| International | (865) | (706) | |||||||||
Total Experiences | (4,933) | (2,659) | |||||||||
| Corporate | (340) | (512) | |||||||||
Total investments in parks, resorts and other property | (6,108) | (3,923) | |||||||||
Other investing activities, net | (85) | (980) | |||||||||
| Cash used in investing activities | $ | (6,193) | $ | (4,903) | |||||||
Capital expenditures at the Entertainment segment primarily reflect investments in technology and in facilities and equipment for expanding and upgrading broadcast centers, production facilities and television station facilities.
65
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Capital expenditures at the Experiences segment are principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and technology. The increase in the current period compared to the prior-year period was due to higher spend on cruise ship fleet expansion.
Capital expenditures at Corporate primarily reflect investments in corporate facilities, technology and equipment. The decrease in the current period compared to the prior-year period was due to lower spend on facilities.
The Company currently expects its fiscal 2025 capital expenditures to be approximately $8 billion compared to fiscal 2024 capital expenditures of $5 billion.
Other Investing Activities
Other investing activities in the prior-year period reflected an investment in Epic Games.
Financing Activities
Financing activities for the nine months ended June 28, 2025 and June 29, 2024 are as follows:
| Nine Months Ended | |||||||||||
(provided by (used in) in millions) | June 28, 2025 | June 29, 2024 | |||||||||
Change in borrowings | $ | (3,410) | $ | 780 | |||||||
Dividends | (905) | (549) | |||||||||
Repurchases of common stock | (2,496) | (2,523) | |||||||||
Acquisition of redeemable noncontrolling interest | (439) | (8,610) | |||||||||
Other financing activities, net(1) | (840) | (820) | |||||||||
Cash used in financing activities | $ | (8,090) | $ | (11,722) | |||||||
(1)Primarily consists of dividends to noncontrolling interest holders and equity award activity.
See Note 5 to the Condensed Consolidated Financial Statements for a summary of the Company’s borrowing activities during the nine months ended June 28, 2025 and information regarding the Company’s bank facilities. The Company may use cash balances, operating cash flows, commercial paper borrowings up to the amount of its unused $12.25 billion bank facilities and incremental term debt issuances to retire or refinance other borrowings before or as they come due.
See Note 11 to the Condensed Consolidated Financial Statements for a summary of dividends and share repurchases. The Company is targeting approximately $3 billion in share repurchases in fiscal 2025.
The redeemable noncontrolling interest activity in the current and prior-year period was attributable to the acquisition of NBCU’s interest in Hulu. In June 2025, the Company paid an incremental amount for Hulu based on a final appraisal of Hulu’s fair value (see Note 4 to the Condensed Consolidated Financial Statements).
The Company’s operating cash flow and access to the capital markets can be impacted by factors outside of its control. We believe that the Company’s financial condition is strong and that its cash balances, other liquid assets, operating cash flows, access to debt and equity capital markets and borrowing capacity under current bank facilities, taken together, provide adequate resources to fund ongoing operating requirements, contractual obligations, upcoming debt maturities, as well as future capital expenditures related to the expansion of existing businesses and development of new projects. In addition, the Company could undertake other measures to ensure sufficient liquidity, such as raising additional financing, reducing or not declaring future dividends; reducing or stopping share repurchases; reducing capital spending; reducing film and episodic content investments; or implementing further cost-saving initiatives.
The Company’s borrowing costs can also be impacted by short- and long-term debt ratings assigned by nationally recognized rating agencies, which are based, in significant part, on the Company’s performance as measured by certain credit metrics such as leverage and interest coverage ratios. As of June 28, 2025, Moody’s Ratings’ long- and short-term debt ratings for the Company were A2 and P-1 (Stable), respectively, S&P Global Ratings’ long- and short-term debt ratings for the Company were A and A-1 (Stable), respectively, and Fitch Rating’s long- and short-term debt ratings for the Company were A- and F2 (Stable), respectively. The Company’s bank facilities contain only one financial covenant, relating to interest coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization and amortization of our film and television production and programming costs. On June 28, 2025, the Company met this covenant by a significant margin. The Company’s bank facilities also specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default.
66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
MARKET RISK
The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, commodity fluctuations and changes in the market values of its investments.
Policies and Procedures
In the normal course of business, we employ established policies and procedures to manage the Company’s exposure to changes in interest rates, foreign currencies and commodities using a variety of financial instruments.
Our objectives in managing exposure to interest rate changes are to limit the impact of interest rate volatility on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to manage net exposure to interest rate changes related to the Company’s portfolio of borrowings. By policy, the Company targets fixed-rate debt as a percentage of its net debt between minimum and maximum percentages.
Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flows in order to allow management to focus on core business issues and challenges. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the U.S. dollar equivalent value of its existing foreign currency assets, liabilities, commitments and forecasted foreign currency revenues and expenses. The Company utilizes option strategies and forward contracts that provide for the purchase or sale of foreign currencies to hedge probable, but not firmly committed, transactions. The Company also uses forward and option contracts to hedge foreign currency assets and liabilities. The principal foreign currencies hedged are the euro, British pound, Japanese yen, Chinese yuan and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated borrowings. By policy, the Company maintains hedge coverage between minimum and maximum percentages of its forecasted foreign exchange exposures generally for periods not to exceed four years. The gains and losses on these contracts are intended to offset changes in the U.S. dollar equivalent value of the related exposures. The economic or political conditions in a country have reduced and in the future could reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.
Our objectives in managing exposure to commodity fluctuations are to use commodity derivatives to reduce volatility of earnings and cash flows arising from commodity price changes. The amounts hedged using commodity swap contracts are based on forecasted levels of consumption of certain commodities, such as fuel oil and gasoline.
Our objectives in managing exposures to market-based fluctuations in certain retirement liabilities are to use total return swap contracts to reduce the volatility of earnings arising from changes in these retirement liabilities. The amounts hedged using total return swap contracts are based on estimated liability balances.
It is the Company’s policy to enter into foreign currency and interest rate derivative transactions and other financial instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into these transactions or any other hedging transactions for speculative purposes.
COMMITMENTS AND CONTINGENCIES
Legal Matters
As disclosed in Note 13 to the Condensed Consolidated Financial Statements, the Company has exposure for certain legal matters.
Guarantees
See Note 5 to the Condensed Consolidated Financial Statements.
Tax Matters
As disclosed in Note 9 to the Consolidated Financial Statements in the 2024 Annual Report on Form 10-K, the Company has exposure for certain tax matters.
Contractual Commitments
See Note 14 to the Consolidated Financial Statements in the 2024 Annual Report on Form 10-K.
UNCERTAINTIES
The future effects of the evolving macroeconomic, trade and travel conditions, including as a result of evolving international political developments, trade policies and consumer spending dynamics are unknown and, depending on how these conditions develop, could adversely affect demand for and availability of our products and services, increase our costs to provide products and services and have a negative impact on our results of operations. See also “Risk Factors” in our 2024 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.
67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
OTHER MATTERS
Accounting Policies and Estimates
We believe that the application of the following accounting policies, which are important to our financial position and results of operations, require significant judgments and estimates on the part of management. For a summary of our significant accounting policies, including the accounting policies discussed below, see Note 2 to the Consolidated Financial Statements in the 2024 Annual Report on Form 10-K.
Produced and Acquired/Licensed Content Costs
We amortize and test for impairment of capitalized film and television production costs based on whether the content is predominantly monetized individually or as a group. See Note 7 to the Condensed Consolidated Financial Statements for further discussion.
Production costs that are classified as individual are amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues).
With respect to produced films intended for theatrical release, the most sensitive factor affecting our estimate of Ultimate Revenues is theatrical performance. Revenues derived from other markets subsequent to the theatrical release are generally highly correlated with theatrical performance. Theatrical performance varies primarily based upon the public interest and demand for a particular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a film’s release and determination of the theatrical performance, the Company’s estimates of revenues from succeeding windows and markets, which may include imputed license fees for content that is used on our DTC streaming services, are revised based on historical relationships and an analysis of current market trends.
With respect to capitalized television production costs that are classified as individual, the most sensitive factor affecting estimates of Ultimate Revenues is program ratings of the content on our licensees’ platforms. Program ratings, which are an indication of market acceptance, directly affect the program’s ability to generate advertising and subscriber revenues and are correlated with the license fees we can charge for the content in subsequent windows and for subsequent seasons.
Ultimate Revenues are reassessed each reporting period and the impact of any changes on amortization of production cost is accounted for as if the change occurred at the beginning of the current fiscal year. If our estimate of Ultimate Revenues decreases, amortization of costs may be accelerated or result in an impairment. Conversely, if our estimate of Ultimate Revenues increases, cost amortization may be slowed.
Production costs classified as individual are tested for impairment at the individual title level by comparing that title’s unamortized costs to the present value of discounted cash flows directly attributable to the title. To the extent the title’s unamortized costs exceed the present value of discounted cash flows, an impairment charge is recorded for the excess.
Produced content costs that are part of a group and acquired/licensed content costs are amortized based on projected usage, typically resulting in an accelerated or straight-line amortization pattern. The determination of projected usage requires judgment and is reviewed on a regular basis for changes. Adjustments to projected usage are applied prospectively in the period of the change. Historical viewing patterns are the most significant input into determining the projected usage, and significant judgment is required in using historical viewing patterns to derive projected usage. If projected usage changes we may need to accelerate or slow the recognition of amortization expense.
Cost of content that is predominantly monetized as a group is tested for impairment by comparing the present value of the discounted cash flows of the group to the aggregate unamortized costs of the group. The group is established by identifying the lowest level for which cash flows are independent of the cash flows of other produced and licensed content. If the unamortized costs exceed the present value of discounted cash flows, an impairment charge is recorded for the excess and allocated to individual titles based on the relative carrying value of each title in the group. If there are no plans to continue to use an individual film or television program that is part of a group, the unamortized cost of the individual title is written down to its estimated fair value. Licensed content is included as part of the group within which it is monetized for purposes of impairment testing.
The amortization of multi-year sports rights is based on projections of revenues for each season relative to projections of total revenues over the contract period (estimated relative value). Projected revenues include advertising revenue and an allocation of affiliate revenue. If the annual contractual payments related to each season approximate each season’s estimated relative value, we expense the related contractual payments during the applicable season. If estimated relative values by year were to change significantly, amortization of our sports rights costs may be accelerated or slowed.
68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Revenue Recognition
The Company has revenue recognition policies for its various operating segments that are appropriate to the circumstances of each business. Refer to Note 2 to the Consolidated Financial Statements in the 2024 Annual Report on Form 10-K for our revenue recognition policies.
Pension and Postretirement Medical Plan Actuarial Assumptions
The Company’s pension and postretirement medical benefit obligations and related costs are calculated using a number of actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement, which we evaluate annually. See Note 10 to the Consolidated Financial Statements in the 2024 Annual Report on Form 10-K for estimated impacts of changes in these assumptions. Other assumptions include the healthcare cost trend rate and employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase.
The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement date. A lower discount rate increases the present value of benefit obligations and increases pension and postretirement medical expense. The guideline for setting this rate is a high-quality long-term corporate bond rate. The Company’s discount rate was determined by considering yield curves constructed of a large population of high-quality corporate bonds and reflects the matching of the plans’ liability cash flows to the yield curves.
To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on plan assets will increase pension and postretirement medical expense.
Goodwill, Other Intangible Assets, Long-Lived Assets and Investments
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and if current events or circumstances require, on an interim basis. The Company performs its annual test of goodwill and indefinite-lived intangible assets for impairment in its fiscal fourth quarter.
Goodwill is allocated to various reporting units, which are an operating segment or one level below the operating segment. To test goodwill for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions and changes in projected future cash flows of the reporting unit.
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.
The impairment test for goodwill requires judgment related to the identification of reporting units, the determination of whether reporting units should be aggregated, the assignment of assets and liabilities including goodwill to reporting units, and the determination of fair value of the reporting units.
To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate. The discounted cash flow analyses are sensitive to our estimated projected future cash flows as well as the discount rates used to calculate their present value. Our future cash flows are based on internal forecasts for each reporting unit, which consider projected inflation and other economic indicators, as well as industry growth projections. Discount rates are determined based on the inherent risks of the underlying operations. Significant judgments and assumptions in the discounted cash flow model used to determine fair value include future revenues and certain operating expenses, operating margins, terminal growth rates and discount rates. We believe our estimates are consistent with how a marketplace participant would value our businesses.
The majority of the Company’s recorded goodwill is assigned to the entertainment reporting unit (approximately $51 billion). Based on our annual assessment performed in the fourth quarter of fiscal 2024, the fair value of the entertainment reporting unit exceeded its carrying amount by less than 10%, and an approximate 40 basis point increase in the discount rate or an approximate 6% reduction in projected annual cash flows used to determine the fair value of the entertainment reporting unit would effectively eliminate the excess fair value over carrying amount.
To test other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions and changes in projected future cash flows.
The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.
The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has occurred, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. The impairment test for assets held for use requires a comparison of the estimated undiscounted future cash flows expected to be generated over the useful life of the significant assets of an asset group to the carrying amount of the asset group. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could include assets used across multiple businesses. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group. For assets held for sale, to the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, estimates of future cash flows and the discount rate used to determine fair values.
The Company has investments in equity securities, including equity method investments. For equity securities that do not have a readily determinable fair value, we consider forecasted financial performance of the investee companies, as well as volatility inherent in the external markets for these investments. If these forecasts are not met, impairment charges may be recorded.
See Note 16 to the Condensed Consolidated Financial Statements for information regarding significant impairment charges recorded in the periods presented.
Allowance for Credit Losses
We evaluate our allowance for credit losses and estimate collectability of accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, such as during the COVID-19 pandemic, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods. If our estimate of uncollectible accounts is too low, costs and expenses may increase in future periods, and if it is too high, costs and expenses may decrease in future periods. See Note 3 to the Condensed Consolidated Financial Statements for additional discussion.
Contingencies and Litigation
We are currently involved in certain legal proceedings and, as required, have accrued estimates of the probable and estimable losses for the resolution of these proceedings. These estimates are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and have been developed in consultation with outside counsel as appropriate. From time to time, we are also involved in other contingent matters for which we accrue estimates for a probable and estimable loss. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to legal proceedings or our assumptions regarding other contingent matters. See Note 13 to the Condensed Consolidated Financial Statements for more detailed information on litigation exposure.
Income Tax
As a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. From time to time, these audits result in proposed assessments. Our determinations regarding the recognition of income tax benefits are made in consultation with outside tax and legal counsel, where appropriate, and are based upon the technical merits of our tax positions in consideration of applicable tax statutes and related interpretations and precedents and upon the expected outcome of proceedings (or negotiations) with taxing and legal authorities. The tax benefits ultimately realized by the Company may differ from those recognized in our future financial statements based on a number of factors, including the Company’s decision to settle rather than litigate a matter, relevant legal precedent related to similar matters and the Company’s success in supporting its filing positions with taxing authorities.
70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
New Accounting Pronouncements
See Note 17 to the Condensed Consolidated Financial Statements for information regarding new accounting pronouncements.
DTC PRODUCT DESCRIPTIONS, KEY DEFINITIONS AND SUPPLEMENTAL INFORMATION
Product Offerings
In the U.S., Disney+, ESPN+ and Hulu SVOD Only are each offered as a standalone service or as part of various multi-product offerings. Hulu Live TV + SVOD includes Disney+ and ESPN+. Disney+ is available in more than 150 countries and territories outside the U.S. Depending on the market, our services can be purchased on our websites or through third-party platforms/apps or are available via wholesale arrangements.
Paid Subscribers
Paid subscribers reflect subscribers for which we recognized subscription revenue. Certain product offerings provide the option for an extra member to be added to an account (extra member add-on). These extra members are not counted as paid subscribers. Subscribers cease to be a paid subscriber as of their effective cancellation date or as a result of a failed payment method. Subscribers to multi-product offerings in the U.S. are counted as a paid subscriber for each of the Company's services included in the multi-product offering, and subscribers to Hulu Live TV + SVOD are counted as one paid subscriber for each of the Hulu Live TV + SVOD, Disney+ and ESPN+ services. Subscribers include those who receive an entitlement to a service through wholesale arrangements, including those for which the service is available to each subscriber of an existing content distribution tier. When we aggregate the total number of paid subscribers across our DTC streaming services, we refer to them as paid subscriptions.
International Disney+
International Disney+ includes the Disney+ service outside the U.S. and Canada.
Average Monthly Revenue Per Paid Subscriber
Hulu and ESPN+ average monthly revenue per paid subscriber is calculated based on the average of the monthly average paid subscribers for each month in the period. The monthly average paid subscribers is calculated as the sum of the beginning of the month and end of the month paid subscriber count, divided by two. Disney+ average monthly revenue per paid subscriber is calculated using a daily average of paid subscribers for the period. Revenue includes subscription fees, advertising (excluding revenue earned from selling advertising spots to other Company businesses), premium and feature add-on revenue and extra member add-on revenue but excludes Pay-Per-View revenue. Advertising revenue generated by content on one DTC streaming service that is accessed through another DTC streaming service by subscribers to both streaming services is allocated between both streaming services. The average revenue per paid subscriber is net of discounts on offerings that carry more than one service. Revenue is allocated to each service based on the relative retail or wholesale price of each service on a standalone basis. Hulu Live TV + SVOD revenue is allocated to the SVOD services based on the wholesale price of the Hulu SVOD Only, Disney+ and ESPN+ multi-product offering. In general, wholesale arrangements have a lower average monthly revenue per paid subscriber than subscribers that we acquire directly or through third-party platforms.
Supplemental information about paid subscribers:
| (in millions) | June 28, 2025 | March 29, 2025 | June 29, 2024 | ||||||||||||||
| Domestic (U.S. and Canada) standalone | 53.1 | 54.7 | 60.6 | ||||||||||||||
Domestic (U.S.) multi-product(1) | 33.2 | 31.7 | 25.3 | ||||||||||||||
Domestic (U.S. and Canada)(3) | 86.3 | 86.4 | 85.9 | ||||||||||||||
International(2) | 69.9 | 68.2 | 66.0 | ||||||||||||||
Total(3) | 156.2 | 154.6 | 151.9 | ||||||||||||||
(1)At June 28, 2025, there were 15.4 million and 17.8 million paid subscribers to two-service and three-service multi-product offerings, respectively. At March 29, 2025, there were 13.3 million and 18.4 million paid subscribers to two-service and three-service multi-product offerings, respectively. At June 29, 2024, there were 5.8 million and 19.5 million paid subscribers to two-service and three-service multi-product offerings, respectively.
(2)The prior-year quarter paid subscribers have been adjusted to include Disney+ paid subscribers in Southeast Asia, which were previously reported with Disney+ Hotstar. Disney+ Hotstar was included in the Star India Transaction.
(3)Total may not equal the sum of the column due to rounding.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
PLANNED REPORTING CHANGES
Since we began reporting the number of paid subscribers and average monthly revenue per paid subscriber, our DTC strategy and the DTC marketplace have evolved. Given this evolution, we plan to implement changes to our Entertainment and Sports financial disclosures. Among our planned changes, because we believe quarterly updates on the number of paid subscribers and average monthly revenue per paid subscriber have become less meaningful to evaluating the performance of our businesses, we will no longer report these metrics starting the first quarter of fiscal 2026 for Disney+ and Hulu and the fourth quarter of fiscal 2025 for ESPN+. We will also consolidate the lines of business in our Entertainment reporting, though will provide information on Entertainment Direct-to-Consumer profitability.
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
On March 20, 2019 as part of the acquisition of TFCF, The Walt Disney Company (“TWDC”) became the ultimate parent of TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company) (“Legacy Disney”). Legacy Disney and TWDC are collectively referred to as “Obligor Group”, and individually, as a “Guarantor”. Concurrent with the close of the TFCF acquisition, $16.8 billion of TFCF’s assumed public debt (which then constituted 96% of such debt) was exchanged for senior notes of TWDC (the “exchange notes”) issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an Indenture, dated as of March 20, 2019, between TWDC, Legacy Disney, as guarantor, and Citibank, N.A., as trustee (the “TWDC Indenture”) and guaranteed by Legacy Disney. On November 26, 2019, $14.0 billion of the outstanding exchange notes were exchanged for new senior notes of TWDC registered under the Securities Act, issued pursuant to the TWDC Indenture and guaranteed by Legacy Disney. In addition, contemporaneously with the closing of the March 20, 2019 exchange offer, TWDC entered into a guarantee of the registered debt securities issued by Legacy Disney under the Indenture dated as of September 24, 2001 between Legacy Disney and Wells Fargo Bank, National Association, as trustee (the “2001 Trustee”) (as amended by the first supplemental indenture among Legacy Disney, as issuer, TWDC, as guarantor, and the 2001 Trustee, as trustee).
Other subsidiaries of the Company do not guarantee the registered debt securities of either TWDC or Legacy Disney (such subsidiaries are referred to as the “non-Guarantors”). The par value and carrying value of total outstanding and guaranteed registered debt securities of the Obligor Group at June 28, 2025 was as follows:
| TWDC | Legacy Disney | ||||||||||||||||||||||
| (in millions) | Par Value | Carrying Value | Par Value | Carrying Value | |||||||||||||||||||
| Registered debt with unconditional guarantee | $ | 30,411 | $ | 31,207 | $ | 7,200 | $ | 7,122 | |||||||||||||||
The guarantees by TWDC and Legacy Disney are full and unconditional and cover all payment obligations arising under the guaranteed registered debt securities. The guarantees may be released and discharged upon (i) as a general matter, the indebtedness for borrowed money of the consolidated subsidiaries of TWDC in aggregate constituting no more than 10% of all consolidated indebtedness for borrowed money of TWDC and its subsidiaries (subject to certain exclusions), (ii) upon the sale, transfer or disposition of all or substantially all of the equity interests or all or substantially all, or substantially as an entirety, the assets of Legacy Disney to a third party, and (iii) other customary events constituting a discharge of a guarantor’s obligations. In addition, in the case of Legacy Disney’s guarantee of registered debt securities issued by TWDC, Legacy Disney may be released and discharged from its guarantee at any time Legacy Disney is not a borrower, issuer or guarantor under certain material bank facilities or any debt securities.
Operations are conducted almost entirely through the Company’s subsidiaries. Accordingly, the Obligor Group’s cash flow and ability to service its debt, including the public debt, are dependent upon the earnings of the Company’s subsidiaries and the distribution of those earnings to the Obligor Group, whether by dividends, loans or otherwise. Holders of the guaranteed registered debt securities have a direct claim only against the Obligor Group.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS — (continued)
Set forth below is summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between TWDC and Legacy Disney and (ii) equity in the earnings from and investments in any subsidiary that is a non-Guarantor. This summarized financial information has been prepared and presented pursuant to the Securities and Exchange Commission Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with GAAP.
| Results of operations (in millions) | Nine Months Ended June 28, 2025 | ||||
| Revenues | $ | — | |||
| Costs and expenses | — | ||||
| Net income (loss) | (2,010) | ||||
| Net income (loss) attributable to TWDC shareholders | (2,010) | ||||
| Balance Sheet (in millions) | June 28, 2025 | September 28, 2024 | |||||||||
| Current assets | $ | 1,543 | $ | 2,767 | |||||||
| Noncurrent assets | 3,410 | 3,336 | |||||||||
| Current liabilities | 7,388 | 7,640 | |||||||||
| Noncurrent liabilities (excluding intercompany to non-Guarantors) | 37,452 | 40,608 | |||||||||
| Intercompany payables to non-Guarantors | 166,064 | 157,925 | |||||||||
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 15 to the Condensed Consolidated Financial Statements.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures – We have established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as appropriate to allow timely decisions regarding required disclosure.
Based on their evaluation as of June 28, 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.
Changes in Internal Controls – There have been no changes in our internal control over financial reporting during the third quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
As disclosed in Note 13 to the Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters, and the disclosure set forth in Note 13 to the Condensed Consolidated Financial Statements relating to certain legal matters is incorporated herein by reference.
ITEM 1A. Risk Factors
For an enterprise as large and complex as the Company, a wide range of factors could materially affect future developments and performance. In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in our filings with the SEC, the most significant factors affecting our business include the factors discussed in our 2024 Annual Report on Form 10-K under Item 1A, “Risk Factors” as updated below:
RISKS RELATED TO OUR BUSINESSES AND INDUSTRY
We face risks relating to misalignment with public and consumer tastes and preferences for entertainment, travel and consumer products, which impact demand for our entertainment offerings and products and the profitability of our businesses.
Our businesses create entertainment, travel and consumer products, the success of which depends substantially on consumer tastes and preferences that change in often unpredictable ways. The success of our businesses depends on our ability to consistently produce compelling creative content, which may be distributed, among other ways, through DTC platforms, broadcast, cable, theaters and used in theme park attractions, hotels and other resort facilities and travel experiences and consumer products. Such distribution must meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content. The success of our theme parks, resorts, cruise ships and experiences, as well as our theatrical releases, depends on demand for out-of-home entertainment experiences. Demand for certain out-of-home entertainment experiences, such as theater-going to watch movies, has not returned to pre-pandemic levels. 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 predict and adapt to continually evolving consumer tastes and preferences outside as well as inside the U.S. Evolving tourist preferences regarding travel to destinations in the U.S. and other geographical regions where our parks and experiences businesses operate may affect those businesses. Moreover, we must often make substantial investments in content production and acquisition, acquisition of sports and 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 issues. Generally, revenues from, and profitability of, each of our businesses are adversely impacted when our entertainment offerings and products, as well as our methods to make our offerings and products available to consumers, do not align with constantly evolving 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 or reduce the profitability of providing our products and services.
The operation and profitability of our businesses 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. In addition, we have extensive international operations, including our international theme parks and resorts, which are dependent on domestic and international regulations consistent with trade and investment in those regions. The operation of our businesses and the environment for travel and tourism, as well as demand for and consumption of our other products and services, is subject to adverse impacts from a variety of factors beyond our control in the U.S., globally or in specific geographic regions 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, typhoons, floods, droughts, tsunamis and earthquakes); international, political or military developments, including tariffs and other trade and international disputes and social unrest; macroeconomic conditions, including a decline in economic activity, inflation and foreign exchange rates; and 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 disrupt our ability to provide our products and services, raise the cost of providing our products and services and in certain instances affect
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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 goods and services and could result in closure of impacted operations or have an extended effect of discouraging consumers from attending our facilities. Moreover, additional costs we incur to protect against such incidents may reduce the profitability of our operations.
For example, COVID-19 and measures to prevent its spread impacted our businesses in a number of ways, including the closure of our theme parks and resorts, suspension of cruise ship sailings and guided tours, delayed, or in some cases, shortened or canceled, theatrical releases and disruptions in the production and availability of content, significantly reducing revenues across all of our segments. Certain of our business operations have been temporarily disrupted by payment processing outages and widespread computing failures. 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 Company has paused certain operations in certain regions, including in response to sanctions, trade restrictions and related developments and the profitability of certain operations has been impacted as a result of events in the corresponding regions.
In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed goods and services by third parties, and the management of businesses operated under brands licensed from the Company, and we are therefore dependent on the successes of those third parties for that portion of our revenue. 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. In addition, third-party suppliers provide products and services essential to the operation of a number of our businesses. 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, the profitability of one or more of our businesses could be adversely affected. In specific geographic markets, we have experienced delayed and/or partial payments from certain third parties due to liquidity issues.
We obtain insurance against the risk of losses relating to some of these events, generally including certain physical damage to our property and resulting business interruption, certain injuries occurring on our property and some liabilities for alleged breach of legal responsibilities. When insurance is obtained it is subject to deductibles, exclusions, terms, conditions and limits of liability. The types and levels of coverage we obtain vary from time to time depending on our view of the likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and we experience losses not covered by our insurance, which could be material.
RISKS RELATED TO INTELLECTUAL PROPERTY, CYBERSECURITY AND REGULATORY REQUIREMENTS
The success of our businesses is highly dependent on the existence and maintenance of intellectual property rights in the entertainment products and services we create.
The value to us of our IP is dependent on the scope and duration of our rights as defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed. Where those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our IP may decrease, or the cost of obtaining and maintaining rights may increase. The terms of some copyrights for IP related to some of our products and services have expired, including the copyright term for the short film Steamboat Willie (1928) and early versions of characters depicted in this film, and other copyrights will expire in the future. For example, in the United States and countries that look to the United States copyright term when shorter than their own, the copyright term for early works and the specific early versions of characters depicted in those works expires at the end of the 95th calendar year after the date the copyright was originally secured in the United States. As copyrights expire, we expect that revenues generated from such IP will be negatively impacted to some extent.
The unauthorized use of our IP may increase the cost of protecting rights in our IP or reduce our revenues. The convergence of computing, communications and entertainment devices, increased broadband internet speed and penetration, increased availability and speed of mobile data transmission and increasingly sophisticated attempts to obtain unauthorized access to data systems have made the unauthorized digital copying and distribution of our films, television productions and other creative works easier and faster and protection and the enforcement of IP rights more challenging. The unauthorized distribution and access to entertainment content generally continues to be a significant challenge for IP rights holders. Further, the availability of certain AI tools has facilitated the creation of infringing works based on the unauthorized use of our IP. Inadequate laws or weak enforcement mechanisms to protect entertainment industry IP in one country can adversely affect the results of the Company’s operations worldwide, despite the Company’s efforts to protect its IP rights. Distribution innovations have increased opportunities to access content in unauthorized ways. Additionally, negative economic conditions coupled with a shift in government priorities could lead to less enforcement. These developments require us to devote substantial resources to protecting our IP against unlicensed use and present the risk of increased losses of revenue as a result of unlicensed distribution
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of our content and other commercial misuses of our IP. The legal landscape for some new technologies, including some AI tools, remains uncertain, and development of the law in this area could impact our ability to protect against infringing uses.
With respect to IP developed by the Company and rights acquired by the Company from others, the Company is subject to the risk of challenges to our copyright, trademark and patent rights by third parties. In addition, the availability of copyright protection and other legal protections for IP generated by certain new technologies, such as generative AI, is uncertain. Successful challenges to our rights in IP typically result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from or utilize the IP that is the subject of challenged rights. From time to time, third parties allege that the Company is infringing certain third-party IP rights. Technological changes in industries in which the Company operates and extensive patent coverage in those areas increase the risk of such claims being brought and prevailing. For example, from time to time, the Company’s streaming platforms 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 the profitability of certain of our businesses.
Regulations applicable to our businesses impact the profitability of our businesses.
Each of our businesses, including our broadcast networks and television stations, is subject to a variety of U.S. and international regulations, which impact the operations and profitability of our businesses. Some of these regulations include:
•U.S. Federal Communications Commission (FCC) regulation of our television and radio networks, our national programming networks and our owned television stations. See our 2024 Annual Report on Form 10-K under Item 1 — Federal Communications Commission Regulation.
•Federal, state and foreign privacy and data protection laws and regulations, including with respect to child safety. See our 2024 Annual Report on Form 10-K under Item 1 — Privacy and Data Protection Regulation.
•Regulation of the safety and supply chain of consumer products and theme park operations, including regulation regarding the sourcing, importation and the sale of goods.
•Land planning, use and development regulations applicable to our theme parks operations.
•Environmental protection and sustainability regulations.
•U.S. and international anti-corruption laws, sanction programs, trade restrictions, tariffs, anti-money laundering laws or currency controls.
•Restrictions on the manner in which content is currently licensed and distributed, ownership restrictions or film or television content requirements, investment obligations or quotas. See our 2024 Annual Report on Form 10-K under Item 1 — International Content Regulation.
•Domestic and international labor laws, tax laws and antitrust laws.
Laws and regulations in any of these areas, and others, as well as changes in judicial and agency interpretation thereof or changes in regulatory priorities and activities (or, if applicable, private litigation to enforce such laws and regulations) require us to incur additional costs, may restrict our ability to execute on our business strategies as planned or offer products and services in ways that are profitable, and exacerbate an increasingly unpredictable regulatory landscape. 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, disrupting our operations in and outside the U.S., including our international theme parks and resorts operations in France, mainland China and Hong Kong.
For example, in 2022 the U.S. and other countries implemented a series of sanctions against Russia in response to events in Russia and Ukraine; U.S. agencies have enhanced trade restrictions, including new prohibitions on the importation of goods from certain regions and other jurisdictions are considering similar measures; and U.S. state governments have become more active in passing legislation targeted at specific sectors and companies and applying existing laws in novel ways to new technologies, including streaming and online commerce. In 2025, tariffs were announced with respect to and by certain U.S. trading partners, which although currently expected to have only a modest impact on our results in the near term, over the longer horizon could, depending on how these or future tariffs or other regulations with respect to trade are implemented, have a more significant impact on our results of operations, including by impacting the macroeconomic environment, increasing costs or adversely affecting demand for our goods and services. Further, the legal and regulatory landscape for certain new technologies, such as AI, is uncertain and evolving and our compliance obligations could increase our costs or limit how we may use these technologies in one or more of our businesses.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)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 June 28, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| March 30, 2025 - April 30, 2025 | 3,590,600 | $ | 87.82 | 3,590,600 | 351 million | |||||||||||||||||||||
| May 1, 2025 - May 31, 2025 | 2,278,075 | 105.36 | 2,278,075 | 349 million | ||||||||||||||||||||||
| June 1, 2025 - June 28, 2025 | 1,249,000 | 117.84 | 1,249,000 | 348 million | ||||||||||||||||||||||
| Total | 7,117,675 | 98.70 | 7,117,675 | 348 million | ||||||||||||||||||||||
(1)Amounts exclude the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.
(2)Under a share repurchase program implemented effective February 7, 2024, the Company is authorized to repurchase a total of 400 million shares of its common stock. The repurchase program does not have an expiration date.
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ITEM 5. Other Items
On May 20, 2025 and May 23, 2025 , respectively, Robert A. Iger , the Company’s Chief Executive Officer and a Director on the Company’s Board of Directors, and Sonia L. Coleman , the Company’s Senior Executive Vice President, Chief Human Resources Officer , each adopted 272,331 gross shares of the Company’s common stock (which includes the potential exercise of vested stock options granted to Mr. Iger on December 17, 2015, which will expire December 17, 2025, and the associated sale of 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). Ms. Coleman’s trading plan provides for the sale of up to 18,955 gross shares of the Company’s common stock (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Ms. Coleman and shares underlying performance-based equity awards calculated at target), plus related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards. Mr. Iger’s trading plan is scheduled to terminate on December 16, 2025 and Ms. Coleman’s trading plan is scheduled to terminate on July 31, 2026 , in each case, subject to early termination.
Developments
In August 2025, ESPN and the National Football League (NFL) reached a non-binding agreement for ESPN to acquire the NFL Network and certain other media assets owned and controlled by the NFL, including NFL’s RedZone Channel pay TV distribution and NFL Fantasy, in exchange for a 10% noncontrolling interest of ESPN. This planned transaction is subject to the parties entering into definitive agreements, regulatory and other approvals and other customary closing conditions. Upon consummation of this planned transaction, the Company would have an effective 72% interest in ESPN and retain majority board control, with Hearst and the NFL holding 18% and 10%, respectively.
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ITEM 6. Exhibits
INDEX OF EXHIBITS
| Number and Description of Exhibit (Numbers Coincide with Item 601 of Regulation S-K) | Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below | |||||||||||||
10.1 | Description of Directors Compensation | Filed herewith | ||||||||||||
| 22 | List of Guarantor Subsidiaries | Filed herewith | ||||||||||||
| 31(a) | Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||||||
| 31(b) | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||||||
| 32(a) | Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002* | Furnished | ||||||||||||
| 32(b) | Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002* | Furnished | ||||||||||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes | Filed herewith | ||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed herewith | ||||||||||||
| * | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE WALT DISNEY COMPANY | ||||||||
| (Registrant) | ||||||||
| By: | /s/ HUGH F. JOHNSTON | |||||||
Hugh F. Johnston, | ||||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||||
August 6, 2025
Burbank, California
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Source:
FAQ
How much did Disney (DIS) earn per share in Q3 FY25?
Disney reported diluted EPS of $2.92, up from $1.43 in the prior-year quarter.
What drove the large tax benefit in Disney鈥檚 quarter?
A $3.3 bn non-cash tax benefit arose from tax re-classification after Disney bought NBCU鈥檚 33% stake in Hulu.
Which Disney segment delivered the most operating income?
The Experiences segment led with $2.52 bn in operating income, up 13% YoY.
How did Disney鈥檚 debt position change year-to-date?
Total borrowings decreased to $42.3 bn, down $3.6 bn since September 2024.
What are Disney鈥檚 future performance obligations?
The company disclosed $16 bn of unsatisfied performance obligations, with roughly $8 bn due by FY26.
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