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# The Walt Disney Company (DIS) — Recent Events ## Filings that contain financial statements Each of the following Exhibit 99 earnings press releases furnished with an 8-K contains condensed consolidated statements of operations, condensed consolidated balance sheets and condensed consolidated statements of cash flows for the period indicated: - **Accession 0001744489-26-000056** — fiscal third quarter 2026 (thirteen and thirty-nine weeks ended June 27, 2026). - **Accession 0001744489-26-000036** — fiscal second quarter 2026 (thirteen and twenty-six weeks ended March 28, 2026). - **Accession 0001744489-26-000018** — fiscal first quarter 2026 (thirteen weeks ended December 27, 2025). - **Accession 0001744489-25-000154** — fiscal fourth quarter and full fiscal year 2025 (thirteen and fifty-two weeks ended September 27, 2025). - **Accession 0001744489-25-000135** — fiscal third quarter 2025 (thirteen and thirty-nine weeks ended June 28, 2025). The FY2025 Form 10-K (accession 0001744489-25-000155) and the Form 10-Q for the quarter ended June 27, 2026 (accession 0001744489-26-000057) do not present the first and second quarters of fiscal 2026 as discrete periods. Within the filings drawn on here, those quarters appear as discrete periods only in the earnings releases furnished with accessions 0001744489-26-000018 and 0001744489-26-000036, respectively. Of those two, the first-quarter release includes a discrete quarterly cash flow statement, while the second-quarter release's cash flow statement is presented only on a six-month, year-to-date basis. ## Earnings and guidance - **August 5, 2026 (fiscal Q3 2026, accession 0001744489-26-000056):** Revenue rose 7% to $25.2 billion; income before income taxes rose 14% to $3.6 billion; total segment operating income rose 21% to $5.6 billion, modestly ahead of prior guidance. Diluted EPS fell to $1.51 (from $2.92) on prior-year comparison effects, while adjusted EPS rose to $2.06 from $1.61. Experiences segment operating income grew 20% (including a roughly $100 million tariff refund), Entertainment grew 64%, and Sports declined 17% on NBA playoff sweeps and a carriage dispute. The company reiterated its outlook for fiscal 2026 adjusted EPS growth of approximately 12% (16% including the 53rd week) and raised its full-year share-repurchase target to at least $9 billion, funded in part by proceeds from the A+E Global Media sale (below). Guidance for Q4 total segment operating income was set at approximately $4.9 billion. Management also reiterated its expectation of double-digit adjusted EPS growth in fiscal 2027, excluding the impact of the 53rd week. - **May 6, 2026 (fiscal Q2 2026, accession 0001744489-26-000036):** Revenue rose 7% to $25.2 billion; income before income taxes rose 9% to $3.4 billion; total segment operating income rose 4% to $4.6 billion, modestly ahead of guidance. Diluted EPS fell to $1.27 from $1.81; adjusted EPS rose to $1.57 from $1.45. Management guided to fiscal 2026 adjusted EPS growth of approximately 12% (16% including the 53rd week) and targeted at least $8 billion in share repurchases for the year; Q3 total segment operating income was guided to approximately $5.3 billion. - **February 2, 2026 (fiscal Q1 2026, accession 0001744489-26-000018):** Revenue rose 5% to $26.0 billion; income before income taxes of $3.7 billion was roughly flat year over year; total segment operating income fell 9% to $4.6 billion. Diluted EPS fell to $1.34 from $1.40; adjusted EPS fell to $1.63 from $1.76. Experiences delivered record quarterly revenue of $10.0 billion and segment operating income of $3.3 billion. Sports operating income of $191 million reflected an approximate $110 million hit from a temporary suspension of YouTube TV carriage. - **November 13, 2025 (fiscal Q4 and full-year 2025, accession 0001744489-25-000154):** Q4 revenue of $22.5 billion was flat year over year; full-year revenue rose 3% to $94.4 billion. Full-year income before income taxes rose to $12.0 billion from $7.6 billion, and full-year total segment operating income rose 12% to $17.6 billion. Full-year diluted EPS rose to $6.85 from $2.72; adjusted EPS rose 19% to $5.93. Experiences delivered record full-year segment operating income of $10.0 billion. At quarter-end, the company had 196 million combined Disney+/Hulu subscriptions (up 12.4 million sequentially) and 132 million Disney+ subscribers. - **August 6, 2025 (fiscal Q3 2025, accession 0001744489-25-000135):** Revenue rose 2% to $23.7 billion; income before income taxes rose 4% to $3.2 billion; total segment operating income rose 8% to $4.6 billion. Diluted EPS rose to $2.92 from $1.43; adjusted EPS rose 16% to $1.61. Disney+/Hulu subscriptions reached 183 million and Disney+ subscribers reached 128 million. ## Capital allocation and portfolio actions - **October 29, 2025 (closed; disclosed in the fiscal Q1 2026 earnings release, accession 0001744489-26-000018, and further described in the fiscal Q2 2026 earnings release, accession 0001744489-26-000036):** Disney closed the Fubo Transaction, combining certain Hulu Live TV assets with FuboTV Inc., a publicly traded virtual multichannel video programming distributor. Disney holds a 70% interest in the combined operations on a fully diluted basis, and Fubo's results have been consolidated in Disney's financial statements since the closing date. Per Note 4 to the condensed consolidated financial statements in the fiscal Q3 2026 Form 10-Q (accession 0001744489-26-000057), Disney's interest reflects a 70% economic interest and a 70% voting interest in Fubo on a fully diluted basis, together with the right to appoint a majority of Fubo's board of directors; the transaction was recorded at an estimated fair value of approximately $1.3 billion, allocated primarily to about $1.4 billion of goodwill and $0.4 billion of identifiable intangible assets, partially offset by roughly $0.4 billion of assumed debt. - **January 31, 2026 (closed; disclosed in the fiscal Q2 2026 earnings release, accession 0001744489-26-000036):** ESPN completed the acquisition of NFL Network, the pay-TV distribution rights to NFL RedZone, and NFL Fantasy from NFL Enterprises LLC, in exchange for a 10% noncontrolling interest in ESPN, leaving Disney with an effective 72% interest in ESPN and Hearst Corporation with an 18% interest; the acquired assets' operating results have been consolidated in Disney's financial statements since the closing date. Per Note 4 to the condensed consolidated financial statements in the fiscal Q3 2026 Form 10-Q (accession 0001744489-26-000057), the transaction was valued at an estimated fair value of approximately $3 billion; because it was an exchange of equity interests, this value is a non-cash transaction and is not reflected in the statement of cash flows. - **August 5, 2026 (accession 0001744489-26-000056):** In July 2026, the company entered into an agreement to sell its 50% interest in A+E Global Media to an affiliate of co-owner Hearst Corporation, for approximately $1.2 billion in cash proceeds, which management said it plans to use to fund incremental share repurchases. As of the filing this was a signed agreement, not disclosed as closed. The company also disclosed plans to shift much of its Consumer Products business from the Experiences segment to the Entertainment segment starting in fiscal Q1 2027, and said it is evaluating cost-reduction measures including labor and SG&A cuts. - **February 27, 2026 (8-K, accession 0001193125-26-088356):** Disney entered into a new $5.25 billion 364-Day Credit Agreement (replacing a prior facility of the same size) and a new $4 billion Five-Year Credit Agreement (replacing a prior facility), both unsecured, guaranteed by TWDC Enterprises 18 Corp., and requiring a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.00 to 1.00. The company also amended its existing 2024 five-year credit agreement to add FuboTV Inc. as an excluded entity. - **February 10, 2026 (8-K, accession 0001193125-26-048674):** Disney priced and entered into an underwriting agreement for $4.0 billion of new senior notes: $500 million Floating Rate Notes due 2029, $1.0 billion 3.750% Notes due 2029, $1.5 billion 4.000% Notes due 2031, and $1.0 billion 4.625% Notes due 2036, issued under its existing shelf registration and 2019 indenture. ## Leadership and governance - **February 2, 2026 (8-K, accession 0001744489-26-000022):** The Board named Josh D'Amaro, then Chairman of Disney Experiences, as Chief Executive Officer, and moved Robert A. Iger to the newly created role of Senior Advisor, both effective March 18, 2026. Iger will remain a director, subject to re-election by shareholders at the 2026 annual meeting, through December 31, 2026 (the Iger Transition Date), stepping down from the Executive Committee after the annual meeting; per the Iger Amendment (Exhibit 10.1), his employment as Senior Advisor also ends on December 31, 2026. Dana Walden, previously Co-Chairman of Disney Entertainment, was appointed President and Chief Creative Officer, also effective March 18, 2026, under a new employment agreement running through March 17, 2030. The Board separately approved a new Disney Executive Severance Pay Plan covering the CEO and other named executive officers. - **March 18–20, 2026 (8-K, accession 0001628280-26-020172):** At Disney's annual shareholder meeting, all eleven director nominees were elected, PricewaterhouseCoopers LLP's appointment as auditor was ratified, and the say-on-pay advisory vote passed; several shareholder proposals were voted down. The Board formally appointed Josh D'Amaro as a director, effective immediately, in connection with his becoming CEO. - **December 9, 2025 (8-K, accession 0001744489-25-000159):** The Board nominated Jeffrey E. Williams, former Chief Operating Officer of Apple Inc., for election to the Board at the 2026 annual meeting, with board size to increase from 10 to 11 directors upon his election. - **February 20, 2026 (8-K, accession 0001744489-26-000025):** Disney exercised its right to terminate without cause the employment of Kristina K. Schake, Senior Executive Vice President and Chief Communications Officer, effective March 19, 2026, with separation benefits payable under her existing employment agreement. - Several named-executive-officer employment agreement amendments were filed extending terms and/or adjusting compensation, without changes to base salary in most cases: CFO Hugh F. Johnston's agreement was extended to January 31, 2029 with an increased long-term equity target (8-K, November 12, 2025, accession 0001744489-25-000149); Chief Legal and Global Affairs Officer Horacio E. Gutierrez's agreement was extended to September 30, 2028 with an increased long-term equity target and a title change (8-K, November 7, 2025, accession 0001744489-25-000147); Kristina K. Schake's agreement was extended to June 30, 2027 with a base salary increase to $875,000 (8-K, October 16, 2025, accession 0001744489-25-000144), ahead of her subsequent termination in February 2026; and Chief Human Resources Officer Sonia L. Coleman's agreement was extended to June 30, 2028, with a base salary increase to $1,000,000, a higher target bonus, and a higher long-term equity target, alongside a title change to Chief People Officer (8-K, October 1, 2025, accession 0001744489-25-000141).