Exhibit 99.3
Hulu Live Business
US GAAP Combined Financial Statements
With Report of Independent Auditors
Fiscal Years Ended September 27, 2025, September 28, 2024 and September 30, 2023
Hulu Live Business
Combined Financial Statements
Table of Contents
Report of Independent Registered Public Accounting Firm
| 1 |
Combined Statements of Operations
Period Ended September 27, 2025 | Period Ended September 28, 2024 | Period Ended September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Revenues: | ||||||||||||
| Related party revenue | $ | 4,401,139 | $ | 4,208,655 | $ | 3,837,718 | ||||||
| Other revenue | 11,843 | 10,975 | 7,901 | |||||||||
| Total revenues | 4,412,982 | 4,219,630 | 3,845,619 | |||||||||
| Costs and expenses | ||||||||||||
| Related party costs of revenue | (2,194,016 | ) | (2,368,772 | ) | (2,173,681 | ) | ||||||
| Third party costs of revenue | (2,207,123 | ) | (1,839,883 | ) | (1,664,037 | ) | ||||||
| Selling, general and administrative | (168,126 | ) | (170,028 | ) | (180,221 | ) | ||||||
| Total costs and expenses | (4,569,265 | ) | (4,378,683 | ) | (4,017,939 | ) | ||||||
| Operating loss | (156,283 | ) | (159,053 | ) | (172,320 | ) | ||||||
| Net loss | $ | (156,283 | ) | $ | (159,053 | ) | $ | (172,320 | ) | |||
See accompanying notes.
| 2 |
Combined Statements of Comprehensive Loss
Period Ended September 27, 2025 | Period Ended September 28, 2024 | Period Ended September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Net loss | $ | (156,283 | ) | $ | (159,053 | ) | $ | (172,320 | ) | |||
| Total comprehensive loss | $ | (156,283 | ) | $ | (159,053 | ) | $ | (172,320 | ) | |||
See accompanying notes.
| 3 |
Combined Balance Sheets
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Accounts receivable and other | $ | 6,655 | $ | 4,660 | $ | 2,013 | ||||||
| Goodwill | 1,296,000 | 1,296,000 | 1,296,000 | |||||||||
| Total assets | $ | 1,302,655 | $ | 1,300,660 | $ | 1,298,013 | ||||||
| Liabilities and Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Third party accounts payable and accrued liabilities | $ | 370,933 | $ | 216,303 | $ | 202,333 | ||||||
| Related party accounts payable and accrued liabilities | 16,396 | 179,105 | 171,591 | |||||||||
| Total liabilities | 387,329 | 395,408 | 373,924 | |||||||||
| Commitments and contingencies (Note 2) | ||||||||||||
| Equity | ||||||||||||
| Net Parent investment | 915,326 | 905,252 | 924,089 | |||||||||
| Total liabilities and equity | $ | 1,302,655 | $ | 1,300,660 | $ | 1,298,013 | ||||||
See accompanying notes.
| 4 |
Combined Statements of Cash Flows
| Period Ended | Period Ended | Period Ended | ||||||||||
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Operating activities | ||||||||||||
| Net loss | $ | (156,283 | ) | $ | (159,053 | ) | $ | (172,320 | ) | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and other | (1,995 | ) | (2,647 | ) | (1,307 | ) | ||||||
| Third party accounts payable and accrued liabilities | 154,630 | 13,970 | 50,683 | |||||||||
| Related party accounts payable and accrued liabilities | (162,709 | ) | 7,514 | 27,365 | ||||||||
| Net cash used in operating activities | (166,357 | ) | (140,216 | ) | (95,579 | ) | ||||||
| Financing activities | ||||||||||||
| Net contributions from Parent | 166,357 | 140,216 | 95,579 | |||||||||
| Net cash | 166,357 | 140,216 | 95,579 | |||||||||
| Net (decrease) increase in cash and cash equivalents | - | - | - | |||||||||
| Cash and cash equivalents at beginning of year | - | - | - | |||||||||
| Cash and cash equivalents at end of year | $ | - | $ | - | $ | - | ||||||
See accompanying notes.
| 5 |
Combined Statements of Changes in Net Parent Investment
| Net Parent Investment | ||||
| ($ In Thousands) | ||||
| Balance at October 1, 2022 | $ | 1,000,830 | ||
| Net loss | (172,320 | ) | ||
| Net contribution from Parent | 95,579 | |||
| Balance at September 30, 2023 | 924,089 | |||
| Net loss | (159,053 | ) | ||
| Net contribution from Parent | 140,216 | |||
| Balance at September 28, 2024 | 905,252 | |||
| Net loss | (156,283 | ) | ||
| Net contribution from Parent | 166,357 | |||
| Balance at September 27, 2025 | $ | 915,326 | ||
See accompanying notes.
| 6 |
Notes to Combined Financial Statements
1. Description of Business
The Hulu Live Business (“we”, “us”,
“our”, or the “Business”) consists of acquiring live TV content and licensing such content to Hulu, LLC (“Hulu”)
for
Acquisition of NBCU Interest
In
the 2024 and 2023 fiscal years, Hulu was 67% owned by Disney and 33% owned by NBC Universal (“NBCU”). On June 27, 2025, Disney
completed the acquisition of NBCU’s 33% interest in Hulu, giving Disney 100% ownership of Hulu.
Our
Combined Financial Statements include certain transactions with NBCU that are disclosed as related party transactions for the
periods prior to Disney’s acquisition of NBCU’s interest in Hulu. On June 27, 2025, NBCU ceased to be a related party to
the Business and, accordingly, transactions or balances with NBCU which occurred after June 26, 2025, have been reported as third party
transactions. Further, our Combined Financial Statements do not present income tax for the periods in which Hulu was a non-taxable
partnership. For periods after June
| 7 |
Hulu Live Business
Notes to Combined Financial Statements
Business
Combination with
On
October 29, 2025 (the “Closing Date”),
2. Basis of Presentation
The Business has historically existed and functioned as part of the consolidated businesses of the Disney Entities. For purposes of presenting the historical performance of the Business on a standalone basis, combined carve-out historical statements of operations, balance sheets and cash flows (collectively, the “Combined Financial Statements”) have been prepared. The Combined Financial Statements present certain assets and liabilities that have historically been held by Hulu but are specifically identifiable or otherwise attributable to the Business. The Combined Financial Statements present the Business as it was historically managed and operated by the Disney Entities. The Combined Financial Statements have been derived from the consolidated financial statements and accounting records of the Disney Entities for the periods presented. The Combined Financial Statements have been prepared in accordance with SEC Staff Accounting Bulletin (SAB) Topic 1-B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity and accounting principles generally accepted in the United States (“US GAAP”).
| 8 |
Hulu Live Business
Notes to Combined Financial Statements
Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating general corporate expenses, are reasonable. However, the Combined Financial Statements may not include all of the actual expenses that would have been incurred by the Business (and may not reflect the combined results of operations, financial position, and cash flows thereof) had the Business operated independently of the Disney Entities in the periods presented. Actual costs that would have been incurred if the Business had operated as a standalone independent entity would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including marketing, technology, finance, and other general and administrative costs, that could differ from the allocated expenses presented herein. Accordingly, the Business is unable to quantify the amounts that it would have recorded during the historical periods on a standalone basis.
Principal assumptions underlying the Combined Financial Statements include:
| ● | The
Combined Statements of Operations and the Combined Statements of Comprehensive Loss
include all revenues and costs directly attributable to the Business as well as an allocation
of expenses for certain support functions that | |
| ● | The Combined Financial Statements include certain assets and liabilities that have historically been held by the Disney Entities but are specifically identifiable or otherwise attributable to the Business. The assets and liabilities in the Combined Financial Statements have been reflected on a historical cost basis of the Disney Entities. | |
| ● | ||
| ● | Net
Parent investment in the Combined Statements of Changes in Net Parent Investment
and the Combined Balance Sheets represents the accumulation of the | |
| ● | Receivables and payables related to transactions between the Disney Entities and the Business are considered immediately forgiven and therefore reflected as equity transactions. The net effect of the settlement of transactions with the Disney Entities is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as “Net Parent investment.” Refer to Note 5—Related Party Transactions for additional information. |
| 9 |
Hulu Live Business
Notes to Combined Financial Statements
| ● | There
were no material commitments or contingencies as of September 27, 2025, September 28, 2024
|
Reporting Period
The
Liquidity and Capital Resources
As a result of our participation in Disney’s cash management arrangement prior to the Closing Date, we did not hold our own cash and did not have access to any of Disney’s credit facilities as a source of additional liquidity. Accordingly, these circumstances resulted in a historical net working capital deficit (i.e., total current liabilities in excess of total current assets) at the end of certain reporting periods.
To
address potential future liquidity risk, the Business has obtained a letter of support from Disney. Disney has committed that it will
provide assistance to the Business
3. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenues and expenses during the corresponding reporting period. Actual results could differ from those estimates.
| 10 |
Hulu Live Business
Notes to Combined Financial Statements
Revenue Recognition
The
Revenue
from third parties was less than 0.5% of the
Marketing Costs
Marketing costs include general brand marketing and media costs, which includes an allocation of costs from Hulu associated with payroll and related expenses for Hulu personnel involved in marketing, as well as agency fees related to marketing the Hulu brand. The Business expenses marketing costs as incurred. Refer to Note 5—Related Party Transactions for additional information.
Income Taxes
The
tax provision computation is based on the separate return method. The Business is a component business of Hulu, which was a non-taxable
partnership in the United States
| 11 |
Hulu Live Business
Notes to Combined Financial Statements
Accounts
Accounts receivable and other primarily represent third party receivables from customers. It was determined that no allowance for credit losses is necessary for the periods presented. The following table summarizes the classification of accounts receivable and other in the Combined Balance Sheets:
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Accounts receivable | $ | 6,461 | $ | 4,466 | $ | 1,819 | ||||||
| Prepaid expenses | 194 | 194 | 194 | |||||||||
| Accounts receivable and other | $ | 6,655 | $ | 4,660 | $ | 2,013 | ||||||
Goodwill
The
Business is required to test goodwill for impairment on an annual basis
Goodwill is allocated to reporting units, which are an operating segment or one level below the operating segment. The Business was determined to be a single reporting unit.
To test goodwill for impairment, the Business performs a qualitative assessment to determine if it is more likely than not that the carrying amount of its reporting unit exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Business may bypass the qualitative assessment and perform a quantitative test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic and industry specific conditions, and changes in projected reporting unit future cash flows.
The quantitative assessment compares the fair value of the 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 total amount of goodwill.
Management performed a qualitative goodwill impairment assessment for the 2025, 2024 and 2023 fiscal years and, based on the review performed, no impairment charges were recorded to goodwill.
| 12 |
Hulu Live Business
Notes to Combined Financial Statements
Accounts
Accounts payable and accrued liabilities represent amounts owed by the Business for specific, identifiable obligations related to programming costs, where each payable is tracked individually based on contractual terms. These liabilities are recognized when the related programming is received and settled as payments are made, which generally occurs on a monthly basis.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that we expect would materially impact the Business.
4. Income Taxes
For
the
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Loss before Income Taxes | ||||||||||||
| Domestic | $ | (156,283 | ) | $ | (159,053 | ) | $ | (172,320 | ) | |||
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| Federal Income Tax | 5.21 | % | 0 | % | 0 | % | ||||||
| State Tax (net of valuation allowance) | 0 | % | 0 | % | 0 | % | ||||||
| Change in Tax Status | 120.24 | % | 0 | % | 0 | % | ||||||
| Valuation Allowance | -125.45 | % | 0 | % | 0 | % | ||||||
| Effective Tax Rate | 0 | % | 0 | % | 0 | % | ||||||
| 13 |
Hulu Live Business
Notes to Combined Financial Statements
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Components of Deferred Tax Assets and (Liabilities) | ||||||||||||
| Deferred Tax Assets | ||||||||||||
| Goodwill | $ | 206,959 | $ | 0 | $ | 0 | ||||||
| Tax Loss Carryforwards | 13,850 | 0 | 0 | |||||||||
| Total Deferred Tax Assets | 220,809 | 0 | 0 | |||||||||
| Deferred Tax Liabilities | ||||||||||||
| Other | (46 | ) | 0 | 0 | ||||||||
| Total Deferred Tax Liabilities | (46 | ) | 0 | 0 | ||||||||
| Net Deferred Tax Before VA | 220,763 | 0 | 0 | |||||||||
| Valuation Allowance | (220,763 | ) | 0 | 0 | ||||||||
| Net Deferred Tax Asset | $ | 0 | $ | 0 | $ | 0 | ||||||
5. Related Party Transactions
We have not historically operated as a standalone business and have various relationships with the Disney Entities whereby they provide us with significant corporate, infrastructure and shared services.
As described in Note 2—Basis of Presentation, costs and expenses related to services provided by the Disney Entities on a centralized basis are attributed to us based on our direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure, such as the relative percentage of revenue of the Business to the total revenue of Disney or Hulu, to estimate our usage of the related centralized services.
The
following table summarizes the classification of allocated shared costs in Selling, general and administrative in the Combined
Statements of Operations for the fiscal years ended September 27, 2025, September 28, 2024
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Marketing costs | $ | 6,892 | $ | 13,106 | $ | 13,101 | ||||||
| General and administrative | 161,234 | 156,922 | 167,120 | |||||||||
| Total | $ | 168,126 | $ | 170,028 | $ | 180,221 | ||||||
| 14 |
Hulu Live Business
Notes to Combined Financial Statements
Management considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflect the various Disney Entities’ historical expenses attributable to the Business for purposes of the Combined Financial Statements. The amounts that would have been, or will be, incurred on a standalone basis could materially differ from those historical allocated amounts due to a number of factors, including the chosen organization structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as information technology, infrastructure and shared services. Management does not believe that it is practicable to estimate what those expenses would have been had we operated as an independent entity, including any expenses associated with obtaining the services from unaffiliated entities. The costs and expenses allocated to our combined statements of income for services provided by the Disney Entities are reported within Net Parent investment as a component of equity in our combined balance sheets.
Programming
The
Business acquires the majority of its live TV programming from the Disney Entities, including entities that Disney consolidates and has
significant influence over. In addition, the Business acquires a portion of its live TV programming from NBCU. Prior to June 27, 2025,
Hulu was 33% owned by NBCU. Therefore, transactions with NBCU for the 2023 and 2024 fiscal years and for periods
The costs to acquire live TV programming from these related parties are included in Costs of revenues in the Combined Statements of Operations as follows:
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Disney | $ | 1,508,478 | $ | 1,396,960 | $ | 1,279,668 | ||||||
| NBCU (1) | 685,538 | 971,812 | 894,013 | |||||||||
| Total related party programming costs | $ | 2,194,016 | $ | 2,368,772 | $ | 2,173,681 | ||||||
| Total programming costs | $ | 4,401,139 | $ | 4,208,655 | $ | 3,837,718 | ||||||
| (1) | Only
programming costs incurred |
| 15 |
Hulu Live Business
Notes to Combined Financial Statements
Accounts
Related party accounts payable in the Combined Balance Sheets are as follows:
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Disney | $ | 10,260 | $ | 10,296 | $ | 9,629 | ||||||
| NBCU (1) | - | 80,236 | 73,507 | |||||||||
| Total | $ | 10,260 | $ | 90,532 | $ | 83,136 | ||||||
| (1) | As NBCU was no longer a related party as of September 27, 2025, related balances are presented as third party balances and no related party balances are presented in this table as of September 27, 2025 |
Related party accrued liabilities in the Combined Balance Sheets are as follows:
| September 27, 2025 | September 28, 2024 | September 30, 2023 | ||||||||||
| ($ In Thousands) | ||||||||||||
| Disney | $ | 6,136 | $ | 10,070 | $ | 10,272 | ||||||
| NBCU (1) | - | 78,503 | 78,183 | |||||||||
| Total | $ | 6,136 | $ | 88,573 | $ | 88,455 | ||||||
| (1) | As NBCU was no longer a related party as of September 27, 2025, related balances are presented as third party balances and no related party balances are presented in this table as of September 27, 2025 |
Cash
Cash
transfers from Disney related to services provided by the Disney Entities were $166,357 thousand, $140,216 thousand and $95,579 thousand
for the years ended September 27, 2025, September 28, 2024
| 6. | Subsequent Events |
Refer
to Note 1—Description of Business—Business Combination with FuboTV Inc., for a description of the business combination entered
into during the first quarter of fiscal
Management
performed a review of events subsequent to September 27, 2025, the date of the Business’s latest Combined Balance Sheet,
through
| 16 |