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What changed in Fox Corporation (Class B)'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Fox Corporation (Class B)'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+453 added−458 removedSource: 10-K (2023-08-11) vs 10-K (2022-08-12)

Top changes in Fox Corporation (Class B)'s 2023 10-K

453 paragraphs added · 458 removed · 372 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

157 edited+30 added−33 removed64 unchanged
Biggest changeFOX also facilitates nine Employee Resource Groups, which are formed around shared identity, interests or pursuits for the purpose of advancing careers, forming a more inclusive workplace community and fostering a sense of belonging: • ABLE -- promotes an inclusive environment and culture for our colleagues with disabilities through advocacy and allyship • ACE (Asian Community Exchange) -- serves Asian Americans at FOX by advancing our members, championing our stories and empowering our communities • BLK+ -- celebrates our Black colleagues and seeks to build community through programming and professional development while standing in solidarity with our allies • HOLA (Hispanic Organization for Leadership and Advancement) -- develops Hispanic leaders, enriches FOX's diverse culture and drives positive impact • PRIDE -- cultivates community among FOX's LGBTQ+ colleagues and allies, supports causes important to the LGBTQ+ community and fosters a work environment where all colleagues feel 100% authentic and professionally supported • VETS -- is committed to the community of veterans, current service members, military supporters and military spouses employed at FOX by embracing our four core values – Community, Appreciation, Connection & Education • WiT (Women in Tech) -- attracts, advances and empowers women technologists and amplifies their impact at FOX • Women of FOX Sports -- connects, inspires, informs and gives back to the community, with the goal of furthering women's collective contributions and advancement within the sports industry • WOMEN@FOX -- is committed to developing female leadership at all levels and fostering a culture where all women thrive Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX.
Biggest changeThey include: • ABLE – promotes an inclusive environment and culture for our colleagues with disabilities through advocacy and allyship • ACE (Asian Community Exchange) – serves Asian Americans at FOX by advancing our members, championing our stories and empowering our communities • BLK+ – celebrates our Black colleagues and seeks to build community through programming and professional development while standing in solidarity with our allies • HOLA (Hispanic Organization for Leadership and Advancement) – develops Hispanic leaders, enriches FOX’s diverse culture and drives positive impact • PRIDE – cultivates community among FOX’s LGBTQ+ colleagues and allies, supports causes important to the LGBTQ+ community • VETS – committed to the community of veterans, current service members, military supporters and military spouses employed at FOX by embracing our four core values – Community, Appreciation, Connection & Education • WiT (Women in Tech) – attracts, advances and empowers women technologists and amplifies their impact at FOX • WOMEN@FOX – creates the space for developing female leadership at all levels and fostering a culture where all women thrive Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX.
FOX News Media. FOX News Media includes the FOX News and FOX Business networks and their related properties. For over 20 consecutive years, FOX News has been the top-rated national cable news channel in both Monday to Friday primetime and total day viewing.
FOX News Media includes the FOX News and FOX Business networks and their related properties. For over 20 consecutive years, FOX News has been the top-rated national cable news channel in both Monday to Friday primetime and total day viewing.
The Company also distributes non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such as photography, artwork and graphical design across FOX-branded social media, third party video and audio platforms. Outkick Media. The Company owns Outkick Media, a digital media company focused on the intersection of sports, news and entertainment. USFL.
The Company also distributes non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such as photography, artwork and graphical design across FOX-branded social media and third party video and audio platforms. Outkick Media. The Company owns Outkick Media, a digital media company focused on the intersection of sports, news and entertainment. USFL.
Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, quality of user experience and the effectiveness of marketing efforts. FOX News Media.
Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, the quality of user experience and the effectiveness of marketing efforts. FOX News Media.
A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN. (d) WPWR-TV channel shares with WFLD. (e) Independent station. (f) WDCA channel shares with WTTG. (g) The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN.
A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN. (d) WPWR-TV channel shares with WFLD. (e) WDCA channel shares with WTTG. (f) Independent station. (g) The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN.
We have posted on our corporate website our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our U.S. employees. https://www.foxcorporation.com/eeo-1-data. FOX's Corporate Social Responsibility Report, also posted on our website at www.foxcorporation.com/ , provides a detailed review of our human capital programs and achievements.
We have posted on our corporate website our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our U.S. employees at https://www.foxcorporation.com/eeo-1-data. FOX’s Corporate Social Responsibility Report, also posted on our website at www.foxcorporation.com , provides a detailed review of our human capital programs and achievements.
Through daily guidance and feedback from management, we challenge and enable the talent to continually hone their journalistic skills. • FOX Sports Professional Development Program: This program prepares production team leaders with skills for the unique sports production environment, such as communication and influence in the control room under short deadlines. • FOX Television Stations Sales Training Program: This program was created to develop and mentor the next generation of diverse, motivated sales professionals for FOX Television Stations.
Through daily guidance and feedback from management, we challenge and enable the talent to continually hone their journalistic skills. • FOX Sports Professional Development Program: This program prepares production team leaders with skills for the unique sports production environment, such as communication and influence in the control room under short deadlines. • FOX Television Stations Sales Training Program: This program was created to develop and mentor the next generation of diverse and motivated sales professionals for FOX Television Stations.
The Federal Communications Commission (the "FCC") applies a discount (the "UHF Discount"), which attributes only 50% of the television households in a local television market to the audience reach of a UHF television station for purposes of calculating whether that station's owner complies with the national station ownership cap imposed by FCC regulations and by statute; in making this calculation, only the station’s RF broadcast channel is considered.
The Federal Communications Commission (the "FCC") applies a discount (the “UHF Discount"), which attributes only 50% of the television households in a local television market to the audience reach of a UHF television station for purposes of calculating whether that station’s owner complies with the national station ownership cap imposed by FCC regulations and by statute; in making this calculation, only the station’s RF Broadcast Channel is considered.
In fiscal 2021, FOX Sports entered into an expanded 11-year media rights agreement with the NFL that has extended FOX Sports' coverage of NFC games, created new and exclusive holiday games on the FOX Network, and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on TUBI. • FOX Entertainment.
FOX Sports entered into an expanded 11-year media rights agreement with the NFL in fiscal 2021 that extended FOX Sports' coverage of NFC games, created new and exclusive holiday games on the FOX Network, and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on Tubi. • FOX Entertainment.
In two of the duopoly markets, FOX Television Stations is channel sharing whereby both of its stations in the market operate using a single 6 MHz channel. Of the 29 full power broadcast television stations, 18 stations are affiliated with the FOX Network. These stations leverage viewer, distributor and advertiser demand for the FOX Network's national content.
In two of the duopoly markets, FOX Television Stations is internally channel sharing whereby both of its stations in the market operate using a single 6 MHz channel. Of the 29 full power broadcast television stations, 18 stations are affiliated with the FOX Network. These stations leverage viewer, distributor and advertiser demand for the FOX Network's national content.
The Company seeks to limit that threat through a combination of 15 approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.
The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.
Both FCC and FTC rules and guidance require marketers to clearly and 13 conspicuously disclose whenever there has been payment for a marketing message or when there is a material connection between an advertiser and a product endorser. FCC rules also require the closed captioning of almost all broadcast and cable programming.
Both FCC and FTC rules and guidance require marketers to clearly and conspicuously disclose whenever there has been payment for a marketing message or when there is a material connection between an advertiser and a product endorser. FCC rules also require the closed captioning of almost all broadcast and cable programming.
These organizations include: • ADCOLOR • Asian American Journalists Association (AAJA) • National Association of Black Journalists (NABJ) • National Association of Hispanic Journalists (NAHJ) • Native American Journalists Association (NAJA) • NLGJA: The Association of LGBTQ Journalists • Radio Television Digital News Association (RTDNA) 16 We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders.
These organizations include: • Asian American Journalists Association (AAJA) • National Association of Black Journalists (NABJ) • National Association of Hispanic Journalists (NAHJ) • Native American Journalists Association (NAJA) • NLGJA: The Association of LGBTQ+ Journalists • Radio Television Digital News Association (RTDNA) 16 We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders.
Generally, the FCC renews broadcast licenses upon finding that the television station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.
Generally, the FCC renews broadcast licenses upon finding that the television station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and there have been no other violations by the licensee of the Communications Act or FCC rules and regulations 12 which, taken together, indicate a pattern of abuse.
These programs build the pipeline of our next generation of leaders, many of whom are from underrepresented backgrounds. Examples include: • FOX Ad Sales Training ("FAST"): Initiated in 2021, this rotational program aims to attract, develop, and retain early career talent.
These programs build the pipeline of our next generation of leaders, many of whom are from underrepresented backgrounds. Examples include: • FOX Ad Sales Training: Initiated in 2021, this rotational program aims to attract, develop, and retain early career talent.
If indecency regulation is extended to Internet or cable and satellite programming, and such extension was found to be constitutional, some of the Company's other programming services could be subject to additional regulation that might affect subscription and viewership levels.
If indecency regulation is extended to Internet or cable and satellite programming, and such extension was found to be constitutional, some of the Company’s other programming services could be subject to additional regulation that might adversely affect subscription and viewership levels.
The Walt Disney Company ("Disney") acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney. The Company is party to a separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company's relationship with 21CF and Disney following the Transaction.
The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney. The Company is party to a separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company’s relationship with 21CF and Disney following the Transaction.
Securities and Exchange Commission (the "SEC"). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We are providing our website address solely for the information of investors.
Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We are providing our website address solely for the information of investors.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to 21CF and other third parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be Disney productions.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be Disney productions.
Television Households in the DMA (a) New York, NY 1 WNYW 27(5) UHF 6.2% WWOR-TV (b)(c) 25(9) UHF Los Angeles, CA* 2 KTTV 11(11) VHF 4.7% KCOP-TV (b) 13(13) VHF Chicago, IL 3 WFLD 24(32) UHF 2.9% WPWR-TV (b)(d) 31(50) UHF Philadelphia, PA 4 WTXF-TV 31(29) UHF 2.5% Dallas, TX* 5 KDFW 35(4) UHF 2.4% KDFI (b) 27(27) UHF Atlanta, GA* 6 WAGA-TV 27(5) UHF 2.2% Washington, DC* 7 WTTG 36(5) UHF 2.2% WDCA (b)(f) 36(20) UHF San Francisco, CA 8 KTVU 31(2) UHF 2.1% KICU-TV (e) 36(36) UHF Houston, TX* 9 KRIV 26(26) UHF 2.1% KTXH (b) 19(20) UHF Seattle-Tacoma, WA* 11 KCPQ 13(13) VHF 1.8% KZJO (b) 36(22) UHF Phoenix, AZ* 12 KSAZ-TV 10(10) VHF 1.7% KUTP (b) 26(45) UHF Tampa, FL* 13 WTVT 12(13) VHF 1.7% Minneapolis, MN (g) 14 KMSP-TV 9(9) VHF 1.6% WFTC (b) 29(29) UHF Detroit, MI* 15 WJBK 7(2) VHF 1.6% Orlando, FL* 17 WOFL 22(35) UHF 1.4% WRBW (b) 28(65) UHF Milwaukee, WI 36 WITI (h) 31(6) UHF 0.8% Austin, TX* 37 KTBC 7(7) VHF 0.8% Gainesville, FL 161 WOGX 31(51) UHF 0.1% TOTAL 38.8% Source: Nielsen, January 2022 * Denotes a market where stations are also broadcasting in the ATSC 3.0 "NextGenTV" standard in partnership with broadcasters in the applicable DMA through channel sharing arrangements or, in the case of KTTV, KTXH and WRBW, each of those stations has made the conversion to and is broadcasting in the ATSC 3.0 standard.
Television Households in the DMA (a) New York, NY 1 WNYW 27(5) UHF 6.2% WWOR-TV (b)(c) 25(9) UHF Los Angeles, CA* 2 KTTV 11(11) VHF 4.7% KCOP-TV (b) 13(13) VHF Chicago, IL 3 WFLD 24(32) UHF 2.9% WPWR-TV (b)(d) 31(50) UHF Philadelphia, PA 4 WTXF-TV 31(29) UHF 2.5% Dallas, TX* 5 KDFW 35(4) UHF 2.5% KDFI (b) 27(27) UHF Atlanta, GA* 6 WAGA-TV 27(5) UHF 2.2% Houston, TX* 7 KRIV 26(26) UHF 2.2% KTXH (b) 19(20) UHF Washington, DC* 8 WTTG 36(5) UHF 2.1% WDCA (b)(e) 36(20) UHF San Francisco, CA* 10 KTVU 31(2) UHF 2.1% KICU-TV (f) 36(36) UHF Phoenix, AZ* 11 KSAZ-TV 10(10) VHF 1.7% KUTP (b) 26(45) UHF Seattle-Tacoma, WA* 12 KCPQ 13(13) VHF 1.7% KZJO (b) 36(22) UHF Tampa, FL* 13 WTVT 12(13) VHF 1.7% Detroit, MI* 14 WJBK 7(2) VHF 1.6% Minneapolis, MN (g) 15 KMSP-TV 9(9) VHF 1.5% WFTC (b) 29(29) UHF Orlando, FL* 17 WOFL 22(35) UHF 1.4% WRBW (b) 28(65) UHF Austin, TX* 35 KTBC 7(7) VHF 0.8% Milwaukee, WI 38 WITI (h) 31(6) UHF 0.7% Gainesville, FL 159 WOGX 31(51) UHF 0.1% TOTAL 38.6% Source: Nielsen, January 2023 * Denotes a market where stations are also broadcasting in the ATSC 3.0 "NextGenTV" standard in partnership with broadcasters in the applicable DMA through channel sharing arrangements or, in the case of KCOP-TV, KTXH and WRBW, each of those stations has made the conversion to and is broadcasting in the ATSC 3.0 standard.
Privacy and Information Regulation The laws and regulations governing the collection, use and transfer of consumer information are complex and rapidly evolving, particularly as they relate to the Company's digital businesses.
Privacy and Information Regulation The laws and regulations governing the collection, use, retention, and transfer of consumer information are complex and rapidly evolving, particularly as they relate to the Company's digital businesses.
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available, free of charge, through the Company's website as soon as reasonably practicable after the material is electronically filed with or furnished to the U.S.
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, through the Company’s website as soon as reasonably practicable after the material is electronically filed with or furnished to the U.S.
Work-Life Balance and Workplace Flexibility We believe offering our employees the tools necessary for a healthy work-life balance empowers them to thrive in our modern workforce. To that end, FOX allows eligible individuals the opportunity to work on a partially remote (i.e., "hybrid") or fully remote basis in appropriate circumstances.
Work-Life Balance and Workplace Flexibility We believe offering our employees the tools necessary for a healthy work-life balance empowers them to thrive in our modern workforce. To that end, FOX allows eligible individuals the opportunity to work on a partially remote (i.e., “hybrid”) or fully remote basis in appropriate circumstances.
We also track and reward employee volunteer hours with the opportunity to earn up to $1,000 per year that employees may direct to charities through the program. Over the course of the fiscal year, across all FOX businesses, contributions through our FOX Giving program exceeded $1.5 million.
We also track and reward employee volunteer hours with the opportunity to earn up to $1,000 per year that employees may direct to charities through the program. Over the course of the fiscal year, across all FOX businesses, contributions through FOX Giving exceeded $1 million.
Caution Concerning Forward-Looking Statements This Annual Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical or current fact are "forward-looking statements" for purposes of federal and state securities laws.
Caution Concerning Forward-Looking Statements This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws.
The FOX Television Stations cover 18 Nielsen-designated market areas ("DMAs"), including 14 of the 15 largest, and was the #1 or #2 rated news provider in the hours of 5 a.m. - 9 a.m. in the majority of the markets in which it operates.
FOX Television Stations covers 18 Nielsen-designated market areas ("DMAs"), including 14 of the 15 largest, and was the #1 or #2 rated news provider in the hours of 5 a.m. - 9 a.m. in the majority of the markets in which it operates.
Through exposure to various functions within Ad Sales, FAST develops professional skills of promising individuals recruited from outside FOX. • FOX Alternative Entertainment ("FAE") FASTRACK: This highly selective accelerated producers' initiative is designed to nurture producers with diverse backgrounds and life experiences, and create a pipeline for new, behind-the-camera talent on FAE series.
Through exposure to various functions within Ad Sales, the program develops professional skills of promising individuals recruited from outside FOX. • FOX Alternative Entertainment (“FAE”) FASTRACK: This highly selective accelerated producers’ initiative is designed to nurture producers with diverse backgrounds and life experiences, and create a pipeline for new, behind-the-camera talent on FAE series.
A portion of the spectrum formerly licensed to WITI is now shared with and licensed to WVCY. The FOX Network The FOX Network is a premier national television broadcast network, renowned for disrupting legacy broadcasters with powerful sports programming and appealing primetime entertainment.
A portion of the spectrum family licensed to WITI is now shared with and licensed to WVCY. The FOX Network The FOX Network is a premier national television broadcast network, renowned for disrupting legacy broadcasters with powerful sports programming and appealing primetime entertainment.
As part of the Company's commitment to give back to the communities in which its employees live and work, our FOX Giving program matches contributions made by regular full-time employees to eligible non-profit organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving portal, Benevity.
As part of the Company’s commitment to give back to the communities in which its employees live and work, our FOX Giving program matches contributions made by regular full-time employees to eligible non-profit organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving platform.
Taken together, we believe our leadership positions will continue to support strong affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the challenges traditional media companies are facing relating to rapidly evolving technologies and changes in consumer behavior. Significant presence and relevance in major domestic markets.
Taken together, we believe our leadership positions will continue to support meaningful affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the opportunities and challenges traditional media companies are facing relating to rapidly evolving technologies and changes in consumer behavior. Significant presence and relevance in major domestic markets.
A number of privacy and data security bills that address the collection, maintenance and use of personal information, breach notification requirements and cybersecurity are pending or have been adopted at the state and federal level, which would impose additional obligations on businesses, including in connection with targeted advertising.
A number of privacy and data security bills that address the collection, retention and use of personal information, breach notification requirements and cybersecurity that would impose additional obligations on businesses, including in connection with targeted advertising, are pending or have been adopted at the state and federal level.
The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, productions and events using a number of 18 tools, including advanced technology, active training programs and risk assessment and management processes. Workplace Civility and Inclusion Trust begins in the workplace every single day.
The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, as well as productions and events, using a number of tools, including advanced technology, active training programs and risk assessment and management processes. Workplace Civility and Inclusion Trust begins in the workplace every single day.
These include the laws and regulations governing the collection, use and transfer of consumer information described above and the following: • the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, or "RESPA," and similar state laws, and federal and state unfair and deceptive acts and practices, or "UDAAP," laws and regulations, which place restrictions on the manner in which consumer loans and insurance products are marketed and originated and the amount and nature of fees that may be charged or paid to Credible by lenders, insurance carriers and real estate professionals for providing or obtaining consumer loan and insurance requests; • the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes requirements related to mortgage disclosures; and • federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or "SAFE Act," which establishes minimum standards for the licensing and regulation of mortgage loan originators, and state insurance licensing laws.
These include the laws and regulations governing the collection, use and transfer of consumer information described above and the following: • the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, or “RESPA,” and similar state laws, and federal and state unfair and deceptive acts and practices, or “UDAAP,” laws and regulations, which place restrictions on the manner in which consumer loans and insurance products are marketed and originated and the amount and nature of fees that may be charged or paid to Credible by lenders, insurance carriers and real estate professionals for providing or obtaining consumer loan and insurance requests; • the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes requirements related to mortgage disclosures; and • federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or “SAFE Act,” which establishes minimum standards for the licensing and regulation of mortgage loan originators, and state insurance licensing laws.
The FCC regulates television broadcasting, and certain aspects of the operations of cable, satellite and other electronic media that compete with broadcasting, pursuant to the Communications Act of 1934, as amended (the "Communications Act").
The FCC regulates television broadcasting, and certain aspects of the operations of cable, satellite and other electronic media that compete with broadcasting, pursuant to the Communications Act of 1934, as amended (the “Communications Act”).
In addition, under FCC regulations, television stations are generally required to broadcast a minimum of three hours per week of programming, which, among other requirements, must serve, as a "significant purpose," the educational and informational needs of children 16 years of age and under.
In addition, FCC regulations generally require television stations to broadcast a minimum of three hours per week of programming, which, among other requirements, must serve, as a "significant purpose," the educational and informational needs of children 16 years of age and under.
BUSINESS Background Fox Corporation is a news, sports and entertainment company, which manages and reports its businesses in the following segments: • Cable Network Programming , which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S. • Television , which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand ("AVOD") service TUBI, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S.
BUSINESS Background Fox Corporation is a news, sports and entertainment company, which manages and reports its businesses in the following segments: • Cable Network Programming , which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S. • Television , which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand (“AVOD”) service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S.
Expand our digital distribution offerings and direct engagement with consumers, increasing complementary sources of revenues. Our key networks are offered on all major virtual MVPD services, reflecting the strength of our brands and the "must-have" nature of our content. We are also cultivating and growing direct interactions between FOX brands and consumers outside traditional linear television.
Expand our digital distribution offerings and direct engagement with consumers, increasing complementary sources of revenues. The availability of our key networks on all major virtual MVPD services reflects the strength of our brands and the "must-have" nature of our content. We are also cultivating and growing direct interactions between FOX brands and consumers outside traditional linear television.
For more information regarding the FCC’s national station ownership cap, see "Government Regulation." (b) MyNetworkTV licensee station. (c) WWOR-TV hosts television station WRNN, New Rochelle, NY, licensed to WRNN License Company, LLC, an unrelated third party pursuant to a channel sharing agreement between FOX Television Stations and WRNN License Company, LLC.
For more information regarding the FCC’s national station ownership cap, see “Government Regulation.” (b) MyNetworkTV licensee station. (c) WWOR-TV hosts television station WRNN, New Rochelle, NY, licensed to WRNN License Company, LLC, an unrelated third party pursuant to a channel sharing agreement between FOX Television Stations and shared WRNN License Company, LLC.
Full-time employees are eligible to receive paid holidays, paid floating holidays, paid vacation, paid sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, full salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, adoption and surrogacy reimbursement, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program that offers onsite counseling in New York and Los Angeles, as well as smoking cessation and weight management programs.
Full-time employees are eligible to receive paid company holidays, floating holidays, vacation, sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, full salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program that offers onsite counseling in our New York and Los Angeles worksites, as well as smoking cessation and weight management programs.
FCC regulations govern various aspects of the agreements between networks and affiliated broadcast stations, including, among other things, a mandate that television broadcast station licensees retain the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.
In addition, FCC regulations govern various aspects of the agreements between networks and affiliated broadcast stations, including a mandate that television broadcast station licensees retain the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 27 broadcast seasons.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 28 broadcast seasons.
During the 2021-2022 broadcast season, the FOX Network ranked #2 in the 18 to 49 year old audience and #1 across key advertiser demographic groups, including the 18 to 34 year old audience (based on Nielsen's live+7 ratings).
During the 2022-2023 broadcast season, the FOX Network ranked #1 in the 18 to 49 year old audience and #1 across key advertiser demographic groups, including the 18 to 34 year old audience (based on Nielsen’s live+7 ratings).
Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, legal insurance, pet insurance, supplemental long-term disability insurance and student loan refinancing.
Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, access to legal services, pet insurance, supplemental long-term disability insurance and student loan refinancing.
The breadth and depth of our footprint allows us to produce and distribute our content in a cost-effective manner and share best business practices and models across regions. It also enables us to engage audiences, develop deeper consumer relationships and create more compelling product offerings. Attractive financial profile, including multiple revenue streams, strong balance sheet and tax asset benefit.
The breadth and depth of our footprint allows us to produce and distribute our content in a cost-effective manner and share best business practices and models across regions. It also enables us to engage audiences, develop deeper consumer relationships and create more compelling product offerings. Attractive financial profile, including multiple revenue streams, strong balance sheet and other assets.
The FOX Network regularly delivers approximately 15 hours of weekly primetime programming to 208 local market affiliates, including 18 stations owned and operated by the Company, covering approximately 99.9% of all U.S. television households, according to Nielsen.
The FOX Network regularly delivers approximately 16 hours of weekly primetime programming to 209 local market affiliates, including 18 stations owned and operated by the Company, covering approximately 99.9% of all U.S. television households, according to Nielsen.
Federal and state laws and regulations affecting the Company's online services, websites, and other business activities include: the Children's Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which regulates the distribution of unsolicited commercial emails, or "spam"; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a "video tape service provider;" the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure, and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations, and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the "CCPA"), which imposes broad obligations on the collection, use, handling and disclosure of personal information of California residents.
Federal and state laws and regulations affecting the Company's online services, websites, and other business activities include: the Children's Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a "video tape service provider;" the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure, and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations, and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the "CCPA") (as amended by the California Consumer Privacy Rights Act ("CPRA")), which imposes broad obligations on the collection, use, handling and disclosure of personal information of California residents.
In addition to live events, FOX Deportes also features multi-sport news and highlight shows and daily studio programming. FOX Deportes is available to approximately 15.1 million cable and satellite households in the U.S., of which approximately 3.6 million are Hispanic. The Big Ten Network .
In addition to live events, FOX Deportes also features multi-sport news and highlight shows and daily studio programming. FOX Deportes is available to approximately 12.7 million cable and satellite households in the U.S., of which approximately 3.1 million are Hispanic. 5 The Big Ten Network .
Cable network programming is a highly competitive business. Cable networks compete for content, distribution, viewers and advertisers with a variety of media, including broadcast television networks; cable television systems and networks; direct-to-consumer live streaming platforms, SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.
Cable network programming is a highly competitive business. Cable networks compete for content, distribution, viewers and advertisers with a variety of media, including broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media.
Veterans Magazine have all listed FOX as a 2022 top employer Community Impact FOX employees are deeply engaged in their communities. Nowhere is that more evident than through the commitment and involvement of our colleagues who volunteer their time, share their talents and contribute to worthy causes through our philanthropic platform, FOX Forward.
Veterans Magazine have all listed FOX as a 2023 top employer Community Impact FOX employees are deeply engaged in their communities. Nowhere is that more evident than through the commitment and involvement of our colleagues who volunteer their time, share their skills and contribute to worthy causes through our philanthropic program, FOX Forward.
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. ("21CF") spun off the Company to 21CF stockholders and FOX's Class A Common Stock and Class B Common Stock (collectively, the "Common Stock") began trading on The Nasdaq Global Select Market (the "Transaction").
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX’s Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”) began trading on The Nasdaq Global Select Market (the “Transaction”).
A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2021-2022 broadcast season live coverage of the NFL, including the premier NFC rights package, America's Game of the Week , the #1 show on television, and Thursday Night Football .
A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2022-2023 broadcast season live coverage of the NFL, including the premier NFC rights package and America's Game of the Week (the #1 show on television).
For more detailed information about these factors, see Item 1A, "Risk Factors," and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements." Forward-looking statements in this Annual Report speak only as of the date hereof.
For more detailed information about these factors, see Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements.” Forward-looking statements in this Annual Report speak only as of the date hereof.
Credible The Company holds 66% of the equity in Credible, which operates consumer finance and insurance marketplaces in the U.S. Credible's offerings provide consumers personalized product and rate options for a range of financial products, including student loans, personal loans, mortgages and insurance policies from multiple consumer lending and insurance providers.
Credible The Company holds 66% of the equity in Credible, which operates consumer finance and insurance marketplaces in the U.S. Credible’s offerings provide consumers personalized product and rate options for a range of financial products, including student loans, personal loans, mortgages and insurance policies from multiple consumer lending and insurance providers. Credible is part of the Tubi Media Group division.
TUBI's ubiquitous availability both online and through its app provides broad distribution of films, episodic television programming and live local and national news content. TUBI carries nearly 100 local station feeds (including feeds of our owned and operated stations), covering 50 DMAs and 24 of the top 25 markets.
Tubi’s ubiquitous availability both online and through its app provides broad distribution of films, episodic television programming and live local and national news content. Tubi carries over 100 local station feeds (including feeds of our owned and operated stations), covering 75 DMAs and 22 of the top 25 markets.
The FOX Network programming ranked #2 among all broadcast network primetime programming for the 2021-2022 broadcast season in the 18 to 49 year old audience (based on Nielsen's commercial+7 ratings).
The FOX Network programming ranked #1 among all broadcast network primetime programming for the 2022-2023 broadcast season in the 18 to 49 year old audience (based on Nielsen’s commercial+7 ratings).
FOX News also finished calendar year 2021 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the sixth consecutive year.
FOX News also finished calendar year 2022 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the seventh consecutive year.
For a description of the programming offered to affiliates of the FOX Network, see "—The FOX Network." In addition, FOX Television Stations owns and operates 10 stations broadcasting programming from MyNetworkTV.
For a description of the programming offered to affiliates of the FOX Network, see "—The FOX Network." In addition, FOX Television Stations owns and operates 10 stations broadcasting programming from MyNetworkTV. FOX Television Stations also operates a portfolio of digital businesses.
The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
(“Credible”), corporate overhead costs and intracompany eliminations. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
We believe that building on our leading market positions is essential to our success. We are investing in our most attractive growth opportunities by allocating capital to our news, sports and original entertainment programming, which we believe have distinct competitive advantages.
We have long been a leader in news, sports and entertainment programming. We believe that building on our leading market positions is essential to our success. We are investing in our most attractive growth opportunities by allocating capital to our news, sports and entertainment properties, which we believe have distinct competitive advantages.
Through volunteer opportunities and service projects, FOX employees support community groups, veterans services organizations, local schools and families in need, and we encourage our colleagues to donate their time and resources to change-making organizations. Over the course of fiscal 2022, across all FOX businesses, our giving programs generated over $8 million in impact to local communities.
Through volunteer opportunities and service projects, FOX employees support community groups, veteran service organizations, local schools and families in need, and we encourage our colleagues to donate their time and resources to change-making organizations. Over the course of fiscal 2023, across all FOX businesses, our giving programs generated over $9 million in impact to multiple communities.
Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company's operations. Human Capital Resources Our workforce is the creative, strategic and operational engine of FOX's success.
Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations. Human Capital Resources Our workforce is the creative, strategic and operational engine of FOX's success, and we are committed to developing and supporting our employees.
Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct. Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and is embedded throughout our policies and practices.
Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct. Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and we have focused on embedding this commitment throughout our policies and practices.
With a focused portfolio of assets, we create and produce high quality programming that delivers value for our viewers and our affiliate and advertising partners. We intend to continue to generate appropriate value for our content.
With a focused portfolio of assets, we create and produce high quality programming that delivers value for our viewers, our affiliates and our advertisers. We intend to continue to generate appropriate value for our content.
These brands and others in our portfolio, including our owned and operated local television stations broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers. TUBI, a leading AVOD service, attracts a young, diverse and loyal audience to its over 45,000 programming titles.
Tubi, our leading AVOD service, attracts a young, diverse and highly engaged audience to its over 60,000 programming titles. These brands and others in our portfolio, such as our 29 owned and operated local television stations, including 18 broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers.
Additionally, we expect our enhanced ability to acquire independent programming through co-production arrangements and internal production capabilities will facilitate growth by enabling us to directly manage the economics and programming decisions of our broadcast network and stations group.
Additionally, we expect our internal production capabilities and co-production arrangements will facilitate growth by enabling us to directly manage the economics and programming decisions of our broadcast network, stations group and Tubi.
Each of the stations owned and operated by FOX Television Stations also competes for advertising revenues with other television stations, radio and cable systems in its respective market area, along with other advertising media, including direct-to-consumer live streaming platforms, other Internet-delivered platforms such as SVOD and AVOD services and mobile, gaming and social media platforms, newspapers, magazines, outdoor advertising and direct mail.
Each of the stations owned and operated by FOX Television Stations also competes for advertising revenues with other television stations, radio and cable systems in its respective market area, along with other advertising media, including direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; newspapers, magazines, outdoor advertising and direct mail.
The FOX portfolio combines the range of national cable and broadcast networks with the power of tailored local television. FOX News and FOX Business are available in over 70 million U.S. households and the FOX Network is available in essentially all U.S. households.
The FOX portfolio combines the range of national cable and broadcast networks and digital distribution platforms with the power of tailored local television. FOX News and FOX Business are available in over 70 million U.S. households and FOX Sports and FOX Entertainment programming on the FOX Network is available in essentially all U.S. households.
The median age of the FOX Network viewer is 57 years, as compared to 61 years for ABC Television Network ("ABC"), 60 years for NBC and 64 years for CBS. • FOX Sports.
The median age of the FOX Network viewer is 60 years, as compared to 63 years for ABC Television Network (“ABC”), 64 years for NBC and 66 years for CBS. • FOX Sports.
For example, we have continued our investments in digital properties at FOX News Media, including additional investments in the FOX Nation subscription video-on-demand ("SVOD") service and the October 2021 launch of the FOX Weather free advertising-supported streaming service.
For example, we have continued our investments in digital properties at FOX News Media, including investments in the FOX Nation subscription video-on-demand ("SVOD") service and the FOX Weather free advertising-supported streaming television (“FAST”) service.
Business Overview FOX produces and delivers compelling news, sports and entertainment content through its primary iconic brands, including FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations, and leading AVOD service TUBI.
Business Overview FOX produces and delivers compelling news, sports and entertainment content through its iconic brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group.
FOX continued to serve as an Annual Disaster Giving Program partner for the American Red Cross, while also making two additional donations of $1 million each to the Southern and Midwest Tornadoes Campaign and humanitarian relief efforts in Ukraine.
FOX continued to serve as an Annual Disaster Giving Program partner for the American Red Cross, while also making three additional donations of $1 million each to the Hurricane Ian and Southern and Midwest Tornadoes & Storms Relief Campaigns as well as ongoing humanitarian relief efforts in Ukraine.
We have achieved strong revenue growth and profitability in a complex industry environment over the past several years, led by affiliate fee increases.
We have achieved strong revenue growth and profitability in a complex industry environment over the past several years.
The FOX Network, MyNetworkTV and TUBI compete for audiences, programming and advertising revenue with a variety of competing media, including other broadcast television networks, cable television systems and networks; direct-to-consumer live streaming platforms, SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.
The FOX Network (with respect to both its sports and entertainment programming), MyNetworkTV and Tubi compete for audiences, programming and advertising revenue with a variety of competing media, including other broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media.
Howard Foundation, the International Television and Radio Society, Sports Biz CARES and the Entertainment Industry College Outreach Program to provide media internships for promising students. In addition, FOX has developed and implemented a number of internal training programs designed to provide outstanding individuals with workforce skills and professional development opportunities.
Howard Foundation, the International Television and Radio Society, Sports Biz Careers, NAB Emerson Coleman Fellowship, Pathway at UCLA Extension and the Entertainment Industry College Outreach Program to provide media internships for promising students. In addition, FOX has developed and implemented a number of internal early career training programs designed to provide outstanding individuals with workforce skills and professional development opportunities.
Federal law currently authorizes the FCC to impose fines of up to $445,445 per incident for violation of the prohibition against indecent and profane broadcasts. The FCC may impose fines or revoke licenses for serious or multiple violations of the indecency prohibition.
Federal law authorizes the FCC to impose fines of up to $479,945 per incident for violation of the prohibition against indecent and profane broadcasts, and the FCC may also impose fines or revoke licenses for serious or multiple violations of the indecency prohibition and/or its other regulations.
Fox Alternative Entertainment is a full-service production studio that develops and produces 10 unscripted and alternative programming primarily for the FOX Network, including The Masked Singer, Joe Millionaire: For Richer or Poorer and I Can See Your Voice .
Fox Alternative Entertainment is a full-service production studio that develops and produces unscripted and alternative programming primarily for the FOX Network, including The Masked Singer, I Can See Your Voice and Name That Tune .
FOX News also finished calendar year 2021 as the #1 cable network in Monday to Friday total day viewing among the key Adults 25-54 demographic, as well as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the sixth consecutive year. FOX Business is a business news national cable channel.
FOX News also finished calendar year 2022 as the #1 cable news network in Monday to Friday total day viewing among the key Adults 25-54 demographic, as well as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the seventh consecutive year.
FOX Sports Racing is distributed to subscribers in Canada and the Caribbean. FOX Soccer Plus . FOX Soccer Plus is a premium video programming network that showcases exclusive live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Super Rugby League, Australian Football League and the National Rugby League. FOX Deportes .
FOX Soccer Plus is a premium video programming network that showcases exclusive live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Super Rugby League, Australian Football League and the National Rugby League. FOX Deportes . FOX Deportes is a Spanish-language sports programming service distributed in the U.S.
(branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 180 licensee stations, including 10 stations owned and operated by the Company, and is available to approximately 97.5% of U.S. households as of June 30, 2022.
(branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 180 licensee stations, including 10 stations owned and operated by the Company, and is available to approximately 94.9% of U.S. households as of June 30, 2023. Competition The network television broadcasting business is highly competitive.
The FOX Network also provides live coverage of MLB (including the post-season and the World Series ), college football and basketball, the NASCAR Cup Series (including the Daytona 500 ), MLS and weekly episodes of WWE Friday Night SmackDown . In certain years, FOX Sports broadcasts the Super Bowl and the FIFA World Cup .
The FOX Network also provides live coverage of MLB (including the post-season and the World Series ), college football and basketball, the NASCAR Cup Series (including the Daytona 500 ), MLS, the USFL and weekly episodes of WWE Friday Night SmackDown .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe U.S. economy has experienced a period of weakness due to, among other things, the COVID-19 pandemic, which has had and may continue to have an adverse impact on the Company's business, financial condition and results of operations.
Biggest changeWeak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, as described above, and increasing inflation raises our labor and other costs required to operate our business.
There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition and results of operations.
There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition or results of operations.
Because acquisitions and investments are inherently risky and their anticipated benefits or value may not materialize, our acquisitions and investments may adversely affect our business, financial condition and results of operations. The loss of key personnel, including talent, could disrupt the management or operations of the Company's business and adversely affect its revenues.
Because acquisitions and investments are inherently risky and their anticipated benefits or value may not materialize, our acquisitions and investments may adversely affect our business, financial condition or results of operations. The loss of key personnel, including talent, could disrupt the management or operations of the Company’s business and adversely affect its revenues.
Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition and results of operations of the Company's cable networks. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue.
Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition or results of operations of the Company’s cable networks. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue.
In particular, the amended and restated certificate of incorporation and amended and restated by-laws provide for, among other things: • a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specific, limited circumstances; 31 • a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer); • special stockholders' meeting to be called only by a majority of the Board of Directors, the Chair or vice or deputy chair, or upon the written request of holders of not less than 20% of the voting power of our outstanding voting stock; • the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders' meeting; • the requirement of an affirmative vote of at least 65% of the voting power of the Company's outstanding voting stock to amend or repeal our amended and restated by-laws; • restrictions on the transfer of the Company's shares; and • the Board of Directors to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board of Directors may determine.
In particular, the 31 amended and restated certificate of incorporation and amended and restated by-laws provide for, among other things: • a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specific, limited circumstances; • a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer); • special stockholders’ meeting to be called only by a majority of the Board of Directors, the Chair or vice or deputy chair, or upon the written request of holders of not less than 20% of the voting power of our outstanding voting stock; • the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders’ meeting; • the requirement of an affirmative vote of at least 65% of the voting power of the Company’s outstanding voting stock to amend or repeal our amended and restated by-laws; • restrictions on the transfer of the Company’s shares; and • the Board of Directors to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board of Directors may determine.
Further, the United States Congress, the FCC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company's media properties.
Further, the United States Congress, the FCC, the FTC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s media properties.
Violation of the FCC's indecency rules 29 could subject us to government investigation, penalties, license revocation, or renewal or qualification proceedings, which could have a material adverse effect on our business, financial condition and results of operations. The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.
Violation of the FCC’s indecency rules could subject us to government investigation, penalties, license revocation, or renewal or qualification proceedings, which could have a material adverse effect on our business, financial condition or results of operations. The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.
If these matters are adversely resolved, we may be required to recognize additional charges to our 30 tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.
If these matters are adversely resolved, we may be required to recognize additional charges to our tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.
While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are 27 costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
The Company's amended and restated certificate of incorporation authorizes the Board of Directors to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder; voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.
The Company’s amended and restated certificate of incorporation authorizes the Board of Directors to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder; 29 voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.
The commercial success of our programming also depends upon the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.
The commercial success of our programming also depends on the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.
Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the "Systems"), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks.
Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks.
However, if the Company fails to protect and exploit the value of its content while responding to, and developing new technology and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition and results of operations.
However, if the Company fails to protect and exploit the value of its content while responding to, and developing new technology and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.
Political advertising expenditures are impacted by the ability and willingness of candidates and 21 political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming. Advertising expenditures may also be affected by changes in consumer behavior and evolving technologies and platforms.
Political advertising expenditures are impacted by the ability and willingness of candidates and political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming. Advertising expenditures may also be affected by changes in consumer behavior and evolving technologies and platforms.
A shortfall in the expected popularity of the sports events for which the Company has acquired rights, or in the volume of sports programming the Company expects to distribute, could adversely affect the Company's advertising revenues in the near term and, over a longer period of time, adversely affect affiliate fee revenues.
A shortfall in the expected popularity of the sports events for which the Company has acquired rights or in the volume of sports programming the Company expects to distribute could adversely affect the Company's advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
Risks Related to the Company's Separation from 21CF The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
Risks Related to the Company’s Separation from 21CF The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The 32 indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
For example, any decrease in the number of post-season games played in a sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company.
For example, any decrease in the number of post-season games played in a 24 sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company.
Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain 32 liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business.
Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business.
Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing through our broadcast television and cable networks and the popularity of the competing teams.
Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing on our broadcast television and cable networks and the popularity of the competing teams.
Although no content theft has been material to the Company's businesses to date, we expect to continue to be subject to content threats and there can be no assurance that we will not experience a material incident.
Although no content theft has been material to the Company’s businesses to date, we expect to continue to be subject to content threats and there can be 27 no assurance that we will not experience a material incident.
Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional approximately one percent of FOX Class A Common Stock and less than one percent of FOX Class B Common Stock. Thus, K.
Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of FOX Class A Common Stock and less than one percent of FOX Class B Common Stock. Thus, K.
We enter into long-term contracts for both the acquisition and the distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other programs, and contracts for the distribution of our programming to content distributors.
We enter into long-term contracts for both the acquisition and distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other content, and contracts for the distribution of our programming to content distributors.
FCC rules prohibit the broadcast of obscene material at any time and indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. The FCC has indicated that, in addition to issuing fines to licensees, it would consider initiating license revocation proceedings for "serious" indecency violations.
FCC rules prohibit the broadcast of obscene material at any time and indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. The FCC has indicated that, in addition to issuing fines to licensees, it would consider initiating license revocation proceedings for “serious” indecency violations.
Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver the Company's broadcast and cable networks to consumers. Consumers are increasingly turning to alternatives, including direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years.
Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver the Company's broadcast and cable networks to consumers. Consumers are increasingly turning to lower-cost alternatives, including direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years.
If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company's businesses and results of operations. Each of the Company's television stations and cable networks uses studio and transmitter facilities that are subject to damage or destruction.
If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’s business and results of operations. Each of the Company’s television stations and cable networks uses studio and transmitter facilities that are subject to damage or destruction.
As a result, significant uncertainty exists as to their application and scope. Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with data-driven targeted advertising in its digital offerings.
As a result, significant uncertainty exists as to their application and scope. Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with data-driven targeted advertising.
Certain provisions of the Company's amended and restated certificate of incorporation, amended and restated by-laws, Delaware law, the Company's stockholder rights agreement, and the ownership of the Company's Common Stock by the Murdoch Family Trust may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.
Certain provisions of the Company’s amended and restated certificate of incorporation, amended and restated by-laws, Delaware law and the ownership of the Company’s Common Stock by the Murdoch Family Trust may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.
Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures. We are subject from time to time to a number of lawsuits, including claims relating to competition, intellectual property rights, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices.
Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures. We are subject from time to time to lawsuits, including claims relating to competition, intellectual property rights, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices.
Developments in technology, including digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to access, duplicate, widely distribute and store high-quality pirated material.
Developments in technology, including artificial intelligence, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute and store high-quality pirated material.
Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows. The Company could be liable for income taxes owed by 21CF.
Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself. These risks could negatively affect our business, financial condition, results of operations or cash flows. The Company could be liable for income taxes owed by 21CF.
The Company could suffer losses due to asset impairment charges for goodwill, intangible assets and programming. The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses.
The Company could suffer losses due to asset impairment charges for goodwill, intangible assets, programming and other assets and investments. The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses.
In addition, the Company has arrangements through which it makes its content available for viewing through third-party online video platforms. If these arrangements are not renewed on favorable or commercially reasonable terms or at all, it could adversely affect the Company's revenues and operating results.
In addition, the Company has arrangements through which it makes its content available for viewing through third-party online video platforms. If these arrangements are not renewed on favorable or commercially reasonable terms or at all, it could adversely affect the Company's revenues and results of operations.
The Company's business depends upon the continued efforts, abilities and expertise of its Chair K. Rupert Murdoch and Executive Chair and Chief Executive Officer Lachlan K. Murdoch, and other key employees and news, sports and entertainment personalities.
The Company's business depends on the continued efforts, abilities and expertise of its Chair K. Rupert Murdoch and Executive Chair and Chief Executive Officer Lachlan K. Murdoch, and other key employees and news, sports and entertainment personalities.
Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company.
Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or at all.
The Company continues to focus on expanding its digital distribution offerings and direct engagement with consumers, including through TUBI, FOX Nation, FOX Weather and other offerings.
The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, FOX Nation, FOX Weather and other offerings.
Our operating results may be impacted in part by special events, such as the NFL's Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, the MLB's World Series and the FIFA World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events delivered to consumers on our broadcast television and cable networks.
Our operating results may be impacted in part by special events, such as the NFL's Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, the MLB's World Series and the FIFA World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events that air on our broadcast television and cable networks.
The E.U., the U.K. and other countries also have privacy and data security legislation, with significant penalties for violations, that apply to certain of the Company's operations. New privacy and data protection laws continue to be introduced and interpretations of existing privacy laws, some of which may be inconsistent with one another, continue to evolve.
In addition, the E.U., the U.K. and other countries have privacy and data security legislation, with significant penalties for violations, that apply to certain of the Company’s operations. New privacy and data protection laws and regulations continue to be introduced and interpretations of existing privacy laws and regulations, some of which may be inconsistent with one another, continue to evolve.
Governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if such claims are untrue.
Litigation, governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if meritless or untrue.
In June 2013, 21CF completed the separation of its businesses into two independent publicly traded companies by distributing to its shareholders shares of a new company called News Corporation ("News Corp").
In June 2013, 21CF completed the separation of its businesses into two independent publicly traded companies by distributing to its shareholders shares of a new company called News Corporation (“News Corp”).
For more information, see Item 1, "Government Regulation – Privacy and Information Regulation." Risks Relating to Legal and Regulatory Matters Changes in laws and regulations may have an adverse effect on the Company's business, financial condition and results of operations. The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate.
For more information, see Item 1, “Government Regulation – Privacy and Information Regulation.” 28 Risks Relating to Legal and Regulatory Matters Changes in laws and regulations may have an adverse effect on the Company’s business, financial condition or results of operations. The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate.
Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class A Common Stock and 42.1% of FOX Class B Common Stock, K.
Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class A Common Stock and 43.39% of FOX Class B Common Stock, K.
Any labor disputes that occur in any sports league for which we have the rights to broadcast live games or events may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, revenue and results of operations.
Any labor disputes that occur in any sports league for which we have the rights to broadcast live games or events may preclude us from airing or otherwise 26 distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.
Technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content and have affected advertisers' options for reaching their target audiences.
Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content and have increased advertisers' options for reaching their target audiences.
The Company's Board of Directors has approved a $4 billion stock repurchase program for the FOX Class A Common Stock and FOX Class B Common Stock, which could increase the percentage of FOX Class B Common Stock held by the Murdoch Family Trust.
The Company’s Board of Directors has approved a $7 billion stock repurchase program for the FOX Class A Common Stock and FOX Class B Common Stock, which has and in the future could increase the percentage of FOX Class B Common Stock held by the Murdoch Family Trust.
With respect to long-term contracts for sports programming rights, our results of operations and cash flows over the term of a contract depend on a number of factors, including the strength of the advertising market, our audience size, the ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the content, and the timing and amount of our rights payments.
Our results of operations and cash flows over the term of a sports programming agreement depend on a number of factors, including the strength of the advertising market, our audience size, the timing and amount of our rights payments and our ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the content.
Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; direct-to-consumer live streaming platforms, SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.
Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media.
In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network-by-network basis or "family friendly" programming tiers.
In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network-by-network basis or “family friendly” programming tiers.
In 2020, the FCC began reallocating and "re-packing" a band of satellite transmission spectrum known as the "C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services.
In 2020, the FCC began reallocating and “re-packing” a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services.
The pricing and volume of advertising may also be affected by shifts in spending toward digital and mobile offerings, which can deliver targeted advertising more promptly, from traditional media, or toward newer ways of purchasing advertising such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which may not be as beneficial to the Company as traditional advertising methods.
The pricing and volume of advertising may also be affected by shifts in spending away from traditional media and toward digital and mobile offerings, which can deliver targeted advertising more promptly, or toward newer ways of purchasing advertising such as through automated purchasing, dynamic advertising insertion and third parties selling local advertising spots and advertising exchanges.
Rupert Murdoch may be deemed to beneficially own in the aggregate approximately one percent of FOX Class A Common Stock and 42.7% of FOX Class B Common Stock. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.99% of FOX Class B Common Stock. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
The Company's failure to obtain or retain rights to popular content, or a decline in the ratings or popularity of the Company's news, sports or entertainment television programming, which could be a result of the loss of talent or rights to certain programming, could adversely affect advertising revenues in the near term and, over a longer period of time, adversely affect affiliate fee revenues.
A decline in the ratings or popularity of the Company's entertainment, news or sports programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company's advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
There can be no assurance that these news, sports and entertainment personalities will remain with us or retain their current appeal, or that the costs associated with retaining this and new talent will be favorable or acceptable to us.
There can be no assurance that our news, sports and entertainment personalities will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.
The Company also generates advertising revenues through its TUBI AVOD service. The market for AVOD advertising campaigns is relatively new and evolving and if this market develops slower or differently than we expect, it could adversely affect our advertising revenues.
These new methods may not be as beneficial to the Company as traditional advertising methods. The Company also generates advertising revenues through its Tubi AVOD service. The market for AVOD advertising campaigns is relatively new and evolving and if this market develops slower or differently than we expect, it could adversely affect our advertising revenues.
The Company also competes for distribution on MVPDs and other third-party digital platforms. The Company's ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences.
The Company's ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences.
We may incur significant expenses defending any such suit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely impact our businesses, results of operations or financial condition.
We may incur additional significant expenses in the future defending against any lawsuit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely impact our businesses, results of operations, financial condition or cash flows.
Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance. Competition for popular content, particularly sports and entertainment programming, is intense, and the 25 Company may need to increase the price it pays for popular content rights.
Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and, as described below, competition for popular content, particularly sports and entertainment programming, is intense.
Acceptance of the Company's content by the public is difficult to predict, which could lead to fluctuations in revenues. Television distribution is a speculative business since the revenues derived from the distribution of content depends primarily upon its acceptance by the public, which is difficult to predict.
Acceptance of the Company's content by the public is difficult to predict, which could lead to fluctuations in or adverse impacts on revenues. Programming distribution is a speculative business since the revenues derived from the distribution of content depend primarily on its acceptance by the public, which is difficult to predict.
In addition, pandemics, natural and other disasters, acts of terrorism, wars, and political uncertainties and hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to pre-emptions.
In addition, pandemics (such as the COVID-19 pandemic) and other widespread health emergencies, natural and other disasters, acts of terrorism, wars, and political uncertainties and hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disruptions in programming and services (in particular live event programming) or reduced advertising spots due to pre-emptions.
Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.
Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase The Company is subject to complex laws, regulations, rules, industry standards, and contractual obligations related to privacy and personal data protection, which are evolving, inconsistent and potentially costly.
Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable.
Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. The negotiation of programming rights agreements for popular licensed programming, and popular licensed sports programming in particular, is complicated by the intensity of competition for these rights.
We may introduce new programming that is not popular with our consumers and advertisers, which may negatively affect our brands. To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted.
To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted.
In addition, consumers are increasingly using time-shifting and advertising-skipping technologies such as DVRs that enable them to fast-forward or circumvent advertisements. Substantial use of these technologies could impact the attractiveness of the Company's programming to advertisers and adversely affect our advertising revenues.
In addition, the increasing use of time-shifting and advertising-skipping technologies such as DVRs that enable viewers to fast-forward or circumvent advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect our advertising revenues.
There is increasing competition for the leisure time of audiences and demand for the Company's programming as measured by ratings points is a key factor in determining the advertising rates as well as the affiliate rates the Company receives. In addition, as described above, newer technologies and platforms are increasing the number of media and entertainment choices available to audiences.
There is increasing competition for the leisure time of audiences and demand for the Company's programming as measured by ratings points is a key factor in determining the advertising rates as well as the affiliate rates the Company receives.
For instance, the inability of the Company's counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses. 23 The COVID-19 pandemic and other widespread health emergencies or pandemics could materially adversely affect the Company's business, financial condition or results of operations.
For instance, the inability of the Company's counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.
The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted.
The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence may intensify cybersecurity risks.
Because MVPD subscriber losses could also decrease the potential audience for the Company's networks, which is a critical factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also adversely impact the Company's advertising revenues.
Because MVPD subscriber losses could also decrease the potential audience for the Company’s networks, which is a critical factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also adversely impact the Company’s advertising revenues. The Company is exposed to risks associated with weak economic conditions and increased volatility and disruption in the financial markets.
There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition or consolidation in the marketplace will not have a material adverse effect on its business, financial condition or results of operations. 24 Our business is dependent on the popularity of special sports events and the continued popularity of the sports leagues and teams for which we have programming rights.
There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.
Other television stations or cable networks may change their formats or programming, a new station or new network may adopt a format to compete directly with the Company's stations or networks, or stations or networks might engage in aggressive promotional campaigns.
Other television stations or cable networks may change their formats or programming, a new station or new network may adopt a format to compete directly with the Company's stations or networks, or stations or networks might engage in aggressive promotional campaigns. In addition, an increasing number of SVOD services with advertising-supported offerings may intensify competition for audiences and/or advertising.
Moreover, the value of these agreements may also be affected by various league decisions and/or league agreements that we may not be able to control, including a decision to alter the number, frequency and timing of regular and post-season games played during a season.
Moreover, the value of these agreements may be negatively affected by factors outside of our control, such as league agreements and decisions to alter the number, frequency and timing of regular and post-season games played during a season.
Consumer preferences have evolved towards SVOD and AVOD services and other direct-to-consumer offerings and there has been a substantial increase in the availability of content with reduced advertising or without advertising at all. As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry.
Consumer preferences have evolved towards SVOD and AVOD services and other direct-to-consumer offerings, and there has been a substantial increase in the availability of content with reduced advertising or without advertising at all.
Additionally, the Company employs or independently contracts with several news, sports and entertainment personalities with significant, loyal audiences. News, sports and entertainment personalities are sometimes significantly responsible for the ranking of programming on a television station or cable network and, therefore, a significant influence on the ability of the station or network to sell advertising.
Additionally, the Company employs or independently contracts with several news, sports and entertainment personalities who are featured on programming the Company offers. News, sports and entertainment personalities sometimes have a significant impact on the ranking of a cable network or station and its ability to attract and retain an audience and sell advertising.
If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition and results of operations.
If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition or results of operations. 25 Our investments in new businesses, products, services and technologies through acquisitions and other strategic investments present many risks, and we may not realize the financial and strategic goals we had contemplated, which could adversely affect our business, financial condition or results of operations.
Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights. If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming.
If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming.
Competitive pressures faced by MVPDs, particularly in light of the lower retail prices of streaming services, could adversely affect the terms of our contract renewals with MVPDs.
Competitive pressures faced by MVPDs, particularly in light of evolving consumer viewing patterns and distribution models, could adversely affect the terms of our contract renewals with MVPDs.
The Company believes that the unique combination of skills and experience possessed by its executive officers would be difficult to replace and that the loss of its executive officers could have a material adverse effect on the Company, including the impairment of the Company's ability to execute successfully its business strategy.
Although we maintain long-term and emergency transition plans for key management personnel, we believe that our executive officers’ unique combination of skills and experience would be difficult to replace and their loss could have a material adverse effect on the Company, including the impairment of its ability to successfully execute its business strategy.
Factors that affect economic conditions include inflation, global supply chain disruptions, the rate of unemployment, the level of consumer confidence, changes in consumer spending habits, political and sociopolitical uncertainties and conflicts, and potential changes in trade relationships between the U.S. and other countries.
Additional factors that have affected economic conditions and the financial markets include higher interest rates, global supply chain disruptions, unemployment rates, changes in consumer spending habits and potential changes in trade relationships between the U.S. and other countries.
We believe that our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business. Maintaining, further enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events. These investments may not be successful.
Maintaining, enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events, and these investments may not be successful. We may introduce new programming that is not popular with our consumers and advertisers, which may negatively affect our brands.
ITEM 1A. RISK FACTORS Prospective investors should consider carefully the risk factors set forth below before making an investment in the Company's securities. Risks Related to Macroeconomic Conditions, Our Business and Our Industry Changes in consumer behavior and evolving technologies and distribution platforms may adversely affect the Company's business, financial condition and results of operations.
Risks Related to Macroeconomic Conditions, Our Business and Our Industry Changes in consumer behavior and evolving technologies and distribution platforms continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations.
The number and complexity of these laws continues to increase. For example, California, Virginia, Utah and Connecticut have passed legislation imposing 28 broad obligations on businesses' collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance.
For example, California, Virginia, Utah, Colorado, Connecticut, and several other states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance. The FTC also has initiated a rulemaking proceeding regarding potential rules concerning the collection, use, disclosure and security of personal information.
The Company also faces risks associated with the impact of weak economic conditions on advertisers, affiliates, suppliers, wholesale distributors, retailers, insurers and others with which it does business. Increased volatility and disruptions in the financial markets could make it more difficult or expensive for the Company to refinance outstanding indebtedness and obtain new financing.
The Company also faces risks associated with the impact of weak economic conditions and disruption in the financial markets on third parties with which the Company does business, including advertisers, affiliates, suppliers, wholesale distributors, retailers, lenders, insurers, vendors, retailers, banks and others.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLEGAL PROCEEDINGS See Note 14—Commitments and Contingencies to the accompanying Consolidated Financial Statements of FOX under the heading "Contingencies" for a discussion of the Company's legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II
Biggest changeLEGAL PROCEEDINGS See Note 14—Commitments and Contingencies to the accompanying Consolidated Financial Statements of FOX under the heading “Contingencies” for a discussion of the Company’s legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to 21CF and other third parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be Disney productions.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be Disney productions.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeBelow is a summary of the Company's repurchases of its Class A Common Stock and Class B Common Stock during fiscal 2022: Total number of shares purchased (a) Average price paid per share (b) Approximate dollar value of shares that may yet be purchased under the program (b)(c) (in millions) Total first quarter fiscal 2022 Class A Common Stock 4,740,533 $ 36.92 Class B Common Stock 2,195,707 34.16 Total second quarter fiscal 2022 Class A Common Stock 4,521,550 38.20 Class B Common Stock 2,097,244 35.52 Total third quarter fiscal 2022 Class A Common Stock 4,359,323 40.59 Class B Common Stock 1,984,188 37.29 Total fourth quarter fiscal 2022 Class A Common Stock 5,107,914 34.26 Class B Common Stock 2,421,822 31.73 Total fiscal 2022 Class A Common Stock 18,729,320 37.36 Class B Common Stock 8,698,961 34.52 27,428,281 $ 1,400 (a) The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below.
Biggest changeBelow is a summary of the Company’s repurchases of its Class A Common Stock and Class B Common Stock during fiscal 2023: Total number of shares purchased (a) Average price paid per share (b) Approximate dollar value of shares that may yet be purchased under the program (b)(c) (in millions) Total first quarter fiscal 2023 Class A Common Stock 5,129,765 $ 34.11 Class B Common Stock 2,375,616 31.57 Total second quarter fiscal 2023 Class A Common Stock 5,708,198 30.66 Class B Common Stock 2,598,605 28.79 Total third quarter fiscal 2023 Class A Common Stock (d) 27,481,280 42.55 Class B Common Stock 2,567,349 31.48 Total fourth quarter fiscal 2023 Class A Common Stock 7,712,260 32.42 Total fiscal 2023 Class A Common Stock (d) 46,031,503 38.44 Class B Common Stock 7,541,570 30.58 53,573,073 $ 2,400 (a) The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Fox Corporation's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and Class B Common Stock, par value $0.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), are listed and traded on The Nasdaq Global Select Market under the symbols "FOXA" and "FOX," respectively.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Fox Corporation’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), are listed and traded on The Nasdaq Global Select Market under the symbols “FOXA” and “FOX,” respectively.
In total, the Company repurchased approximately 27 million shares of Common Stock for $1 billion during fiscal 2022. ITEM 6. [RESERVED]
In total, the Company repurchased approximately 54 million shares of Common Stock for $2 billion during fiscal 2023. ITEM 6. [RESERVED] 34
As of June 30, 2022, there were approximately 16,700 holders of record of shares of Class A Common Stock and approximately 4,600 holders of record of shares of Class B Common Stock.
As of June 30, 2023, there were approximately 15,100 holders of record of shares of Class A Common Stock and approximately 3,400 holders of record of shares of Class B Common Stock.
(b) These amounts exclude any fees, commissions or other costs associated with the share repurchases. (c) The Company's Board of Directors has authorized a $4 billion stock repurchase program, under which the Company can repurchase Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time.
(b) These amounts exclude any fees, commissions or other costs associated with the share repurchases. (c) The Company’s Board of Directors (the “Board”) previously authorized a stock repurchase program, under which the Company can repurchase $4 billion of Common Stock. In February 2023, the Board authorized incremental stock repurchases of an additional $3 billion of Common Stock.
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With this increase, the Company’s total stock repurchase authorization is now $7 billion. The program has no time limit and may be modified, suspended or discontinued at any time.
Added
(d) In February 2023, in connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement under which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Stock Repurchase Program”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeImportant factors that could cause the Company's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors: • evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs; • declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers' expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies' ability to accurately reflect actual viewership levels; • further declines in the number of subscribers to MVPD services; • the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms; • the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread and related weak macroeconomic conditions and increased market volatility; • the impact of COVID-19 and other widespread health emergencies or pandemics specifically on the Company, including content disruptions that negatively affect the timing, volume or popularity of the Company's programming, particularly sports programming, and potential non-cash impairment charges resulting from significant declines in the Company's estimated revenues or the expected popularity of the Company's programming; • the highly competitive nature of the industry in which the Company's businesses operate; • the popularity of the Company's content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights; • the Company's ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all; • damage to the Company's brands or reputation; • the inability to realize the anticipated benefits of the Company's strategic investments and acquisitions; 55 • the loss of key personnel; • labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast; • lower than expected valuations associated with the Company's reporting units, indefinite-lived intangible assets, investments or long-lived assets; • a degradation, failure or misuse of the Company's network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information; • content piracy and signal theft and the Company's ability to protect its intellectual property rights; • the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection; • changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered); • the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters; • the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming; • unfavorable litigation or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures; • changes in GAAP or other applicable accounting standards and policies; • the Company's ability to secure additional capital on acceptable terms; • the impact of any payments the Company is required to make or liabilities it is required to assume under the Separation Agreement and the indemnification arrangements entered into in connection with the Transaction; and • the other risks and uncertainties detailed in Item 1A.
Biggest changeImportant factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors: • evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs; • declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies’ ability to accurately reflect actual viewership levels; • further declines in the number of subscribers to MVPD services; • the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms; • the highly competitive nature of the industry in which the Company’s businesses operate; • the popularity of the Company’s content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights; • the Company’s ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all; • damage to the Company’s brands or reputation; • the inability to realize the anticipated benefits of the Company’s strategic investments and acquisitions, and the effects of any combination or significant acquisition, disposition or other similar transaction involving the Company; • the loss of key personnel; 54 • labor disputes, including current disputes and labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast; • lower than expected valuations associated with the Company’s reporting units, indefinite-lived intangible assets, investments or long-lived assets; • a degradation, failure or misuse of the Company’s network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information; • content piracy and signal theft and the Company’s ability to protect its intellectual property rights; • the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection; • changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof; • the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters; • the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming; • unfavorable litigation outcomes or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures; • changes in GAAP or other applicable accounting standards and policies; • the Company’s ability to secure additional capital on acceptable terms; • the impact of any payments the Company is required to make or liabilities it is required to assume under the Separation Agreement and the indemnification arrangements entered into in connection with the Separation and the Transaction; • the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread; and • the other risks and uncertainties detailed in Item 1A.
The discount rate reflects the market rate for high-quality fixed income investments on the Company's annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled.
The discount rate reflects the market rate for high-quality fixed income investments on the Company’s annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions 52 used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled.
In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and 46 impairment charges, which are significant components in assessing the Company's financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Fiscal 2021 Net cash provided by operating activities for fiscal 2022 and 2021 was as follows (in millions): For the years ended June 30, 2022 2021 Net cash provided by operating activities $ 1,884 $ 2,639 The decrease in net cash provided by operating activities during fiscal 2022, as compared to fiscal 2021, was primarily due to higher sports payments and entertainment production spending as well as lower Adjusted EBITDA.
Fiscal 2021 Net cash provided by operating activities for fiscal 2022 and 2021 was as follows (in millions): For the years ended June 30, 2022 2021 Net cash provided by operating activities $ 1,884 $ 2,639 48 The decrease in net cash provided by operating activities during fiscal 2022, as compared to fiscal 2021, was primarily due to higher sports payments and entertainment production spending as well as lower Adjusted EBITDA.
U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from traditional MVPDs that carry the Company's broadcast signals. The Company's revenues are impacted by rate changes, changes in the number of subscribers to the Company's content and changes in the expenditures by advertisers.
U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals. The Company’s revenues are impacted by rate changes, changes in the number of subscribers to the Company’s content and changes in the expenditures by advertisers.
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles ("GAAP").
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”).
The increase in other revenues was primarily due to higher sports sublicensing revenues, which were impacted by COVID-19 42 in fiscal 2021, and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.
The increase in other revenues was primarily due to higher sports sublicensing revenues, which were impacted by COVID-19 in fiscal 2021, and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021.
"Risk Factors." 37 RESULTS OF OPERATIONS Results of Operations—Fiscal 2022 versus Fiscal 2021 The following table sets forth the Company’s operating results for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 6,878 $ 6,435 $ 443 7 % Advertising 5,900 5,431 469 9 % Other 1,196 1,043 153 15 % Total revenues 13,974 12,909 1,065 8 % Operating expenses (9,117) (8,037) (1,080) (13) % Selling, general and administrative (1,920) (1,807) (113) (6) % Depreciation and amortization (363) (300) (63) (21) % Impairment and restructuring charges — (35) 35 100 % Interest expense, net (371) (391) 20 5 % Other, net (509) 579 (1,088) ** Income before income tax expense 1,694 2,918 (1,224) (42) % Income tax expense (461) (717) 256 36 % Net income 1,233 2,201 (968) (44) % Less: Net income attributable to noncontrolling interests (28) (51) 23 45 % Net income attributable to Fox Corporation stockholders $ 1,205 $ 2,150 $ (945) (44) % ** not meaningful Overview —The Company's revenues increased 8% for fiscal 2022, as compared to fiscal 2021, due to higher affiliate fee, advertising and other revenues.
Results of Operations—Fiscal 2022 versus Fiscal 2021 The following table sets forth the Company’s operating results for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 6,878 $ 6,435 $ 443 7 % Advertising 5,900 5,431 469 9 % Other 1,196 1,043 153 15 % Total revenues 13,974 12,909 1,065 8 % Operating expenses (9,117) (8,037) (1,080) (13) % Selling, general and administrative (1,920) (1,807) (113) (6) % Depreciation and amortization (363) (300) (63) (21) % Impairment and restructuring charges — (35) 35 100 % Interest expense, net (371) (391) 20 5 % Other, net (509) 579 (1,088) ** Income before income tax expense 1,694 2,918 (1,224) (42) % Income tax expense (461) (717) 256 36 % Net income 1,233 2,201 (968) (44) % Less: Net income attributable to noncontrolling interests (28) (51) 23 45 % Net income attributable to Fox Corporation stockholders $ 1,205 $ 2,150 $ (945) (44) % ** not meaningful 39 Overview —The Company’s revenues increased 8% for fiscal 2022, as compared to fiscal 2021, due to higher affiliate fee, advertising and other revenues.
Other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net." Income tax expense —The Company's tax provision and related effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company's net deferred tax assets associated with changes in the mix of jurisdictional earnings.
Other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net.” Income tax expense —The Company’s tax provision and related effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of jurisdictional earnings.
In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential election cycles and special events that air on the Company's networks, including the National Football League's ("NFL") Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération Internationale de Football Association ("FIFA") World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is aired on a rotating annual basis with another network.
In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential election cycles and special events that air on the Company’s networks, including the National Football League’s (“NFL”) Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération Internationale de Football Association (“FIFA”) World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is aired on a rotating annual basis with another network.
In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. • Liquidity and Capital Resources —This section provides an analysis of the Company's cash flows for fiscal 2022, 2021 and 2020, as well as a discussion of the Company's outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2022.
In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. • Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for fiscal 2023, 2022 and 2021, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2023.
This reimbursement was recorded in Other, net in the Statement of Operations (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net").
This reimbursement was recorded in Other, net in the Statement of Operations (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net”).
Also impacting the increase was increased digital investment at TUBI and FOX News Media, costs associated with the launch of the United States Football League ("USFL") and higher entertainment programming rights amortization due to more hours of original scripted programming as compared to fiscal 2021 which was impacted by COVID-19.
Also impacting the increase was increased digital investment at Tubi and FOX News Media, costs associated with the launch of the United States Football League (“USFL”) and higher entertainment programming rights amortization due to more hours of original scripted programming as compared to fiscal 2021 which was impacted by COVID-19.
Use of Estimates See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading "Use of Estimates." Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Use of Estimates See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Use of Estimates.” Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Such information is based on management's current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Item 1A. "Risk Factors" in this Annual Report for a discussion of the risk factors applicable to the Company.
Such information is based on management’s current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Item 1A. “Risk Factors” in this Annual Report for a discussion of the risk factors applicable to the Company.
Assuming that actual plan asset returns are consistent with the Company's expected plan returns in fiscal 2023 and beyond and that interest rates remain constant, the Company would not be required to make any material contributions to its pension plans for the immediate future.
Assuming that actual plan asset returns are consistent with the Company’s expected plan returns in fiscal 2024 and beyond and that interest rates remain constant, the Company would not be required to make any material contributions to its pension plans for the immediate future.
As a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values.
As a result of the Separation and the Transaction, which was a taxable transaction for which an estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values.
The Company also has access to the worldwide capital markets, subject to market conditions. As of June 30, 2022, the Company was in compliance with all of the covenants under its revolving credit facility, and it does not anticipate any noncompliance with such covenants.
The Company also has access to the worldwide capital markets, subject to market conditions. As of June 30, 2023, the Company was in compliance with all of the covenants under its revolving credit facility, and it does not anticipate any noncompliance with such covenants.
This discussion is organized as follows: • Overview of the Company's Business —This section provides a general description of the Company's businesses, as well as developments that occurred either during the fiscal year ended June 30, ("fiscal") 2022 or early fiscal 2023 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. • Results of Operations —This section provides an analysis of the Company's results of operations for fiscal 2022, 2021 and 2020.
This discussion is organized as follows: • Overview of the Company’s Business —This section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) 2023 or early fiscal 2024 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. • Results of Operations —This section provides an analysis of the Company’s results of operations for fiscal 2023, 2022 and 2021.
Impairment and restructuring charges —See Note 4—Restructuring Programs to the accompanying Financial Statements. Interest expense, net —Interest expense, net decreased 5% for fiscal 2022, as compared to fiscal 2021, primarily due to the repayment of $750 million of senior notes in January 2022 (See Note 9— Borrowings to the accompanying Financial Statements).
Impairment and restructuring charges —See Note 4—Restructuring Programs to the accompanying Financial Statements. Interest expense, net —Interest expense, net decreased 5% for fiscal 2022, as compared to fiscal 2021, primarily due to the repayment of $750 million of senior notes in January 2022.
All statements other than statements of historical or current fact are "forward-looking statements" for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company's financial performance; (ii) the Company's plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing.
All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company’s financial performance; (ii) the Company’s plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing.
Commitments and Contingencies The Company has commitments under certain firm contractual arrangements ("firm commitments") to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations.
Commitments and Contingencies The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations.
Operating expenses for fiscal 2022 and 2021 include advertising and promotional expenses at Credible and the costs of operating the FOX Studios lot. Selling, general and administrative expenses for fiscal 2022 and 2021 primarily relate to employee costs and professional fees and the costs of operating the FOX Studios lot.
Operating expenses for fiscal 2022 and 2021 include advertising and promotional expenses at Credible and the costs of operating the FOX Studio lot. Selling, general and administrative expenses for fiscal 2022 and 2021 primarily relate to employee costs and professional fees and the costs of operating the FOX Studio lot.
Licensed programming is predominately monetized as a group and tested for impairment on a channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate basis.
Licensed programming is predominantly monetized as a group and tested for impairment on a channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate basis.
Operating expenses increased 13% for fiscal 2022, as compared to fiscal 2021, primarily due to higher sports programming rights amortization and production costs related to NFL, Major League Baseball ("MLB") and college football content, including a higher number of live events due to the impact of COVID-19 in fiscal 2021.
Operating expenses increased 13% for fiscal 2022, as compared to fiscal 2021, primarily due to higher sports programming rights amortization and production costs related to NFL, MLB and college football content, including a higher number of live events due to the impact of COVID-19 in fiscal 2021.
The Company classifies the amortization of cable distribution investments (capitalized fees paid to traditional MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable distribution investments on a straight-line basis over the contract period. Inventories The Company incurs costs to license programming rights and to produce owned programming.
The Company classifies the amortization of cable distribution investments (capitalized fees paid to MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable distribution investments on a straight-line basis over the contract period. 50 Inventories Licensed and Owned Programming The Company incurs costs to license programming rights and to produce owned programming.
The increase in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates partially offset by a lower average number of subscribers at the Company's owned and 45 operated television stations.
The increase in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network, and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This document 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.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This document 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.
For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts with payments due monthly.
For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
OVERVIEW OF THE COMPANY'S BUSINESS The Company is a news, sports and entertainment company, which manages and reports its businesses in the following segments: • Cable Network Programming , which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S. • Television , which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand ("AVOD") service TUBI, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S.
OVERVIEW OF THE COMPANY’S BUSINESS The Company is a news, sports and entertainment company, which manages and reports its businesses in the following segments: • Cable Network Programming , which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S. • Television , which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand (“AVOD”) service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S.
Goodwill and Other Intangible Assets The Company's intangible assets include goodwill, Federal Communications Commission ("FCC") licenses, traditional MVPD affiliate agreements and relationships, software, trademarks and other copyrighted products. The Company accounts for its business combinations under the acquisition method of accounting.
Goodwill and Other Intangible Assets The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, MVPD affiliate agreements and relationships, software, trademarks and other copyrighted products. The Company accounts for its business combinations under the acquisition method of accounting.
The principal uses of cash that affect the Company's liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company's programming; employee and facility costs; capital expenditures; acquisitions; interest and dividend payments; debt repayments; and stock repurchases.
The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming; employee and facility costs; capital expenditures; acquisitions; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
During the first quarter of fiscal 2021, the Company and Disney reached an agreement to settle the majority of the prepaid Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company's prepayment based upon the sales price of the RSNs.
During fiscal 2021, the Company and Disney reached an agreement to settle the majority of the Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company’s prepayment based upon the sales price of the RSNs.
Also impacting the increase was the absence of prior year affiliate fee credits as a result of the coronavirus disease 2019 ("COVID-19") related under-delivery of college football games.
Also impacting the increase was the absence of prior year affiliate fee credits as a result of the COVID-19 related under-delivery of college football games.
During fiscal 2022, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheet as of June 30, 2022, were not impaired based on the Company's annual assessment.
During fiscal 2023, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheet as of June 30, 2023 were not impaired based on the Company’s annual assessments.
The Separation and the Distribution were effected as part of a series of transactions contemplated by the Amen ded and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the "21CF Disney Merger Agreement"), by and among 21CF, Disney and certain subsidiaries of Disney.
The Separation and the Transaction were effected as part of a series of transactions contemplated by the Amen ded and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF Disney Merger Agreement”), by and among 21CF, Disney and certain subsidiaries of Disney.
The Company made contributions of $59 million and $63 million to its pension plans in fiscal 2022 and 2021, respectively. The majority of these contributions were voluntarily made to improve the funded status of the plans. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements.
The Company made contributions of $53 million and $59 million to its pension plans in fiscal 2023 and 2022, respectively. The majority of these contributions were voluntarily made to improve the funded status of the plans. Future plan contributions are dependent upon actual plan asset returns, interest 49 rates and statutory requirements.
The Company will utilize discount rates of 4.8% and 4.5% in calculating the fiscal 2023 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.0% for fiscal 2023 based principally on the future return expectation of the plans' asset mix.
The Company will utilize discount rates of 5.3% and 5.4% in calculating the fiscal 2024 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.3% for fiscal 2024 based principally on the future return expectation of the plans’ asset mix.
The Company determined that there are no other reporting units at risk of impairment as of June 30, 2022, and will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-cash impairment charges. See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading "Annual Impairment Review" for further discussion.
The Company determined that there are no reporting units at risk of impairment as of June 30, 2023, and will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-cash impairment charges. See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Annual Impairment Review” for further discussion.
In connection with the Distribution, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the "Separation Agreement"), with 21CF, which effected the internal restructuring (the "Separation") whereby The Walt Disney Company ("Disney") acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney.
In connection with the Transaction, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney.
The Company recognized impairments of approximately $50 million, nil, and $95 million in fiscal 2022, 2021 and 2020, respectively, related to licensed and owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.
The Company recognized impairments of approximately $10 million, $50 million, and nil in fiscal 2023, 2022 and 2021, respectively, related to owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Readers should carefully review this document and the other documents filed by Fox Corporation ("FOX" or the "Company") with the Securities and Exchange Commission (the "SEC").
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”).
"Risk Factors" in this Annual Report. Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents.
“Risk Factors” in this Annual Report. Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents.
The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
(“Credible”), corporate overhead costs and intracompany eliminations. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
Television (55% of the Company's revenues in fiscal 2022 and 2021) For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 4,440 $ 4,094 $ 346 8 % Affiliate fee 2,673 2,440 233 10 % Other 572 514 58 11 % Total revenues 7,685 7,048 637 9 % Operating expenses (6,431) (5,662) (769) (14) % Selling, general and administrative (907) (831) (76) (9) % Segment EBITDA $ 347 $ 555 $ (208) (37) % Revenues at the Television segment increased for fiscal 2022, as compared to fiscal 2021, due to higher advertising, affiliate fee and other revenues.
Selling, general and administrative expenses increased principally due to higher marketing expenses at FOX News Media, partially offset by the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021. 44 Television (55% of the Company’s revenues in fiscal 2022 and 2021) For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 4,440 $ 4,094 $ 346 8 % Affiliate fee 2,673 2,440 233 10 % Other 572 514 58 11 % Total revenues 7,685 7,048 637 9 % Operating expenses (6,431) (5,662) (769) (14) % Selling, general and administrative (907) (831) (76) (9) % Segment EBITDA $ 347 $ 555 $ (208) (37) % Revenues at the Television segment increased for fiscal 2022, as compared to fiscal 2021, due to higher advertising, affiliate fee and other revenues.
Based on the number of shares outstanding as of June 30, 2022 , and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2023 is approximately $275 million, which is consistent with fiscal 2022. Sources and Uses of Cash—Fiscal 2021 vs.
Based on the number of shares outstanding as of June 30, 2023 , and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2024 is approximately $260 million. Sources and Uses of Cash—Fiscal 2022 vs.
Subsequent to June 30, 2022 , the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.25 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 28, 2022 with a record date for determining dividend entitlements of August 31, 2022.
Subsequent to June 30, 2023 , the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.26 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 27, 2023 with a record date for determining dividend entitlements of August 30, 2023.
Stock Repurchase Program See Note 11—Stockholders' Equity to the accompanying Financial Statements under the heading "Stock Repurchase Program." Dividends Dividends paid in fiscal 2022 totaled $0.48 per share of Class A Common Stock and Class B Common Stock.
Stock Repurchase Program See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.” Dividends Dividends paid in fiscal 2023 totaled $0.50 per share of Class A Common Stock and Class B Common Stock.
The cable network programming and television industries continue to evolve rapidly, with changes in technology leading to alternative methods for the delivery and storage of digital content. These technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content. Consumer preferences have evolved toward alternatives, including direct-to-consumer offerings.
The cable network programming and television industries continue to evolve rapidly, with changes in technology leading to alternative methods for the delivery and storage of digital content. These technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content.
Selling, general and administrative expenses increased primarily due to higher technology costs related to the Company's digital initiatives. 43 Other, Corporate and Eliminations (1% of the Company's revenues for fiscal 2022 and 2021) For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 192 $ 178 $ 14 8 % Operating expenses (91) (86) (5) (6) % Selling, general and administrative (427) (436) 9 2 % Segment EBITDA $ (326) $ (344) $ 18 5 % Revenues at the Other, Corporate and Eliminations segment for fiscal 2022 and 2021 include revenues generated by Credible and the operation of the FOX Studios lot for third parties.
Other, Corporate and Eliminations (1% of the Company’s revenues for fiscal 2022 and 2021) For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 192 $ 178 $ 14 8 % Operating expenses (91) (86) (5) (6) % Selling, general and administrative (427) (436) 9 2 % Segment EBITDA $ (326) $ (344) $ 18 5 % Revenues at the Other, Corporate and Eliminations segment for fiscal 2022 and 2021 include revenues generated by Credible and the operation of the FOX Studio lot for third parties.
For additional details on commitments and contingencies see Note 14—Commitments and Contingencies to the accompanying Financial Statements under the headings "Operating leases," "Licensed Programming," "Other commitments and contractual obligations" and "Contingencies." Pension and other postretirement benefits and uncertain tax benefits The table in Note 14—Commitments and Contingencies to the accompanying Financial Statements excludes the Company's pension and other postretirement benefits ("OPEB") obligations and the gross unrecognized tax benefits for uncertain tax positions as the Company is unable to reasonably predict the ultimate amount and timing.
For additional details on commitments and contingencies see Note 14—Commitments and Contingencies to the accompanying Financial Statements under the headings “Licensed Programming,” “Other commitments and contractual obligations” and “Contingencies.” Pension and other postretirement benefits and uncertain tax benefits The table in Note 14—Commitments and Contingencies to the accompanying Financial Statements excludes the Company’s pension and other postretirement benefits (“OPEB”) obligations and the gross unrecognized tax benefits for uncertain tax positions as the Company is unable to reasonably predict the ultimate amount and timing.
For more information, see Item 1. "Business" and Item 1A.
For more information, see Item 1. “Business” and Item 1A.
Ratings of the Senior Notes The following table summarizes the Company's credit ratings as of June 30, 2022: Rating Agency Senior Debt Outlook Moody's Baa2 Stable Standard & Poor's BBB Stable Revolving Credit Agreement The Company has an unused five-year $1.0 billion unsecured revolving credit facility with a maturity date of March 2024 (See Note 9—Borrowings to the accompanying Financial Statements).
Ratings of the Senior Notes The following table summarizes the Company’s credit ratings as of June 30, 2023: Rating Agency Senior Debt Outlook Moody’s Baa2 Stable Standard & Poor’s BBB Stable Revolving Credit Agreement In June 2023, the Company entered into an unsecured $1.0 billion revolving credit facility with a maturity date of June 2028 (See Note 9—Borrowings to the accompanying Financial Statements).
Owned programming includes content internally developed and produced as well as co-produced content. Capitalized costs for owned programming are predominately amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program.
Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program.
Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing. Licensed programming is predominately amortized as the associated programs are broadcast.
Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing.
The judgments made in determining the estimated fair value assigned to each class of intangible assets acquired, their reporting unit, as well as their useful lives can significantly impact net income. The Company allocates goodwill to disposed businesses using the relative fair value method.
The judgments made in determining the estimated fair value assigned to each class of intangible assets acquired, their reporting unit, as well as their useful lives can significantly impact net income.
Fiscal 2022 versus Fiscal 2021 The following table reconciles Net income to Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 (in millions) Net income $ 1,233 $ 2,201 Add Amortization of cable distribution investments 18 22 Depreciation and amortization 363 300 Impairment and restructuring charges — 35 Interest expense, net 371 391 Other, net 509 (579) Income tax expense 461 717 Adjusted EBITDA $ 2,955 $ 3,087 The following table sets forth the computation of Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 (in millions) Revenues $ 13,974 $ 12,909 Operating expenses (9,117) (8,037) Selling, general and administrative (1,920) (1,807) Amortization of cable distribution investments 18 22 Adjusted EBITDA $ 2,955 $ 3,087 Fiscal 2021 versus Fiscal 2020 The following table reconciles Net income to Adjusted EBITDA for fiscal 2021, as compared to fiscal 2020: For the years ended June 30, 2021 2020 (in millions) Net income $ 2,201 $ 1,062 Add Amortization of cable distribution investments 22 24 Depreciation and amortization 300 258 Impairment and restructuring charges 35 451 Interest expense, net 391 334 Other, net (579) 248 Income tax expense 717 402 Adjusted EBITDA $ 3,087 $ 2,779 47 The following table sets forth the computation of Adjusted EBITDA for fiscal 2021, as compared to fiscal 2020: For the years ended June 30, 2021 2020 (in millions) Revenues $ 12,909 $ 12,303 Operating expenses (8,037) (7,807) Selling, general and administrative (1,807) (1,741) Amortization of cable distribution investments 22 24 Adjusted EBITDA $ 3,087 $ 2,779 LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company has approximately $5.2 billion of cash and cash equivalents as of June 30, 2022 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements).
Fiscal 2023 versus Fiscal 2022 The following table reconciles Net income to Adjusted EBITDA for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 (in millions) Net income $ 1,253 $ 1,233 Add Amortization of cable distribution investments 16 18 Depreciation and amortization 411 363 Impairment and restructuring charges 111 — Interest expense, net 218 371 Other, net 699 509 Income tax expense 483 461 Adjusted EBITDA $ 3,191 $ 2,955 The following table sets forth the computation of Adjusted EBITDA for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 (in millions) Revenues $ 14,913 $ 13,974 Operating expenses (9,689) (9,117) Selling, general and administrative (2,049) (1,920) Amortization of cable distribution investments 16 18 Adjusted EBITDA $ 3,191 $ 2,955 46 Fiscal 2022 versus Fiscal 2021 The following table reconciles Net income to Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 (in millions) Net income $ 1,233 $ 2,201 Add Amortization of cable distribution investments 18 22 Depreciation and amortization 363 300 Impairment and restructuring charges — 35 Interest expense, net 371 391 Other, net 509 (579) Income tax expense 461 717 Adjusted EBITDA $ 2,955 $ 3,087 The following table sets forth the computation of Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 (in millions) Revenues $ 13,974 $ 12,909 Operating expenses (9,117) (8,037) Selling, general and administrative (1,920) (1,807) Amortization of cable distribution investments 18 22 Adjusted EBITDA $ 2,955 $ 3,087 LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company has approximately $4.3 billion of cash and cash equivalents as of June 30, 2023 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements).
Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company's business and its enterprise value against historical data and competitors' data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences and the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread).
Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to MVPD services, and these declines are expected to continue and possibly accelerate in the future. At the same time, technological changes have affected advertisers' options for reaching their target audiences.
Consumer preferences have evolved toward lower cost alternatives, including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to MVPD services, and these declines are expected to continue and possibly accelerate in the future. At the same time, technological changes have increased advertisers’ options for reaching their target audiences.
The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that are based on subjective judgments about future advertising revenues in the markets where the Company owns television stations.
The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting and impairment testing. The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that are based on subjective judgments about future advertising revenues in the markets where the Company owns television stations.
Management believes that information about Adjusted EBITDA assists all users of the Company's Financial Statements by allowing them to evaluate changes in the operating results of the Company's portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results.
Adjusted EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, net, Other, net and Income tax expense. 45 Management believes that information about Adjusted EBITDA assists all users of the Company’s Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results.
Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company's business segments because it is the primary measure used by the Company's chief operating decision maker to evaluate the performance of and allocate resources to the Company's businesses. 41 Fiscal 2022 versus Fiscal 2021 The following tables set forth the Company's Revenues and Segment EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 6,097 $ 5,683 $ 414 7 % Television 7,685 7,048 637 9 % Other, Corporate and Eliminations 192 178 14 8 % Total revenues $ 13,974 $ 12,909 $ 1,065 8 % For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 2,934 $ 2,876 $ 58 2 % Television 347 555 (208) (37) % Other, Corporate and Eliminations (326) (344) 18 5 % Adjusted EBITDA (a) $ 2,955 $ 3,087 $ (132) (4) % (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see "Non-GAAP Financial Measures" below.
Fiscal 2022 versus Fiscal 2021 The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2022, as compared to fiscal 2021: For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 6,097 $ 5,683 $ 414 7 % Television 7,685 7,048 637 9 % Other, Corporate and Eliminations 192 178 14 8 % Total revenues $ 13,974 $ 12,909 $ 1,065 8 % 43 For the years ended June 30, 2022 2021 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 2,934 $ 2,876 $ 58 2 % Television 347 555 (208) (37) % Other, Corporate and Eliminations (326) (344) 18 5 % Adjusted EBITDA (a) $ 2,955 $ 3,087 $ (132) (4) % (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company generates advertising revenue from sales of commercial time within the Company's network programming to be aired by television networks and cable channels, and from sales of advertising on the Company's owned and operated television stations and various digital properties.
The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired.
The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract's current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.
Licensed programming is predominantly amortized as the associated programs are made available. The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary.
The Company will continue to make voluntary contributions as necessary to improve funded status. Changes in net periodic pension expense may occur in the future due to changes in the Company's expected rate of return on plan assets and discount rate resulting from economic events.
Changes in net periodic pension expense may occur in the future due to changes in the Company’s expected rate of return on plan assets and discount rate resulting from economic events.
In addition to the acquisitions and dispositions disclosed within Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company's securities or the assumption of additional indebtedness.
In addition to the acquisitions and dispositions disclosed within Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets.
The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the "Transaction Tax") was $6.5 billion.
The final determination of the taxes included an estimated $5.8 billion in respect of the Separation and the Transaction for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and an estimated $700 million prepayment in respect of divestitures (collectively, the “Transaction Tax”).
Selling, general and administrative expenses increased principally due to higher marketing expenses at FOX News Media, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.
Selling, general and administrative expenses increased 6% for fiscal 2022, as compared to fiscal 2021, primarily due to higher technology costs related to the Company’s digital initiatives and higher marketing expenses at FOX News Media, partially offset by the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021.
Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements. Assuming that actual plan returns are consistent with the Company's expected plan returns in fiscal 2023 and beyond and that interest rates remain constant, the Company would not be required to make any material statutory contributions to its pension plans for the immediate future.
Assuming that actual plan returns are consistent with the Company’s expected plan returns in fiscal 2024 and beyond and that interest rates remain constant, the Company would not be required to make any material statutory contributions to its pension plans for the immediate future. The Company will continue to make voluntary contributions as necessary to improve funded status.
Basis of Presentation The Company's financial statements are presented on a consolidated basis. 35 Management's discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company's financial condition, changes in financial condition and results of operations.
Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations.
The Company's Cable Network Programming and Television segments derive the majority of their revenues from affiliate fees for the transmission of content and advertising sales.
We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs. 36 The Company’s Cable Network Programming and Television segments derive the majority of their revenues from affiliate fees for the transmission of content and advertising sales.
Net cash used in investing activities for fiscal 2022 and 2021 was as follows (in millions): For the years ended June 30, 2022 2021 Net cash used in investing activities $ (513) $ (528) The decrease in net cash used in investing activities during fiscal 2022, as compared to fiscal 2021, was primarily due to lower capital expenditures in connection with establishing the Company's standalone broadcast technical facilities placed into service in fiscal 2021, partially offset by higher fiscal 2022 acquisitions (See Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements). 48 Net cash used in financing activities for fiscal 2022 and 2021 was as follows (in millions): For the years ended June 30, 2022 2021 Net cash used in financing activities $ (2,057) $ (870) The increase in net cash used in financing activities during fiscal 2022, as compared to fiscal 2021, was primarily due to the $750 million repayment of senior notes that matured in January 2022 (See Note 9—Borrowings to the accompanying Financial Statements) and the absence of cash received from Disney in fiscal 2021, including the $462 million reimbursement related to the Divestiture Tax.
Net cash used in investing activities for fiscal 2022 and 2021 was as follows (in millions): For the years ended June 30, 2022 2021 Net cash used in investing activities $ (513) $ (528) The decrease in net cash used in investing activities during fiscal 2022, as compared to fiscal 2021, was primarily due to lower capital expenditures in connection with establishing the Company’s standalone broadcast technical facilities placed into service in fiscal 2021, partially offset by higher fiscal 2022 acquisitions (See Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements).
The rate was determined by matching the Company's expected benefit payments for the plans to a hypothetical yield curve developed using a portfolio of several hundred high-quality non-callable corporate bonds. 53 The key assumptions used in developing the Company's fiscal 2022, 2021 and 2020 net periodic pension expense for its plans consist of the following: 2022 2021 2020 (in millions, except %) Discount rate for service cost 2.8 % 2.9 % 3.7 % Discount rate for interest cost 2.1 % 2.2 % 3.2 % Assets Expected rate of return 5.1 % 6.5 % 7.0 % Actual return $ (152) $ 195 $ 24 Expected return 50 50 55 Actuarial (loss) gain $ (202) $ 145 $ (31) One year actual return (15.8) % 26.1 % 3.4 % Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date.
The key assumptions used in developing the Company’s fiscal 2023, 2022 and 2021 net periodic pension expense for its plans consist of the following: 2023 2022 2021 (in millions, except %) Discount rate for service cost 4.8 % 2.8 % 2.9 % Discount rate for interest cost 4.5 % 2.1 % 2.2 % Assets Expected rate of return 5.0 % 5.1 % 6.5 % Actual return $ 53 $ (152) $ 195 Expected return 40 50 50 Actuarial gain (loss) $ 13 $ (202) $ 145 Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date.
Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test. The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting and impairment testing.
The Company uses its judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.
Significant judgment is required in determining the Company's tax expense and in evaluating its tax positions, including evaluating uncertainties under ASC 740, "Income Taxes." The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized.
Significant judgment is required in determining the Company’s tax expense and in evaluating its tax positions, including evaluating uncertainties. The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making this assessment, management analyzes future taxable income, reversing temporary differences and ongoing tax planning strategies.
Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, net, Other, net and Income tax (expense) benefit.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, net, Other, net and Income tax expense.
This increase was partially offset by the absence of events that were shifted into fiscal 2021 from fiscal 2020 as a result of COVID-19 rescheduling, including National Association of Stock Car Auto Racing ("NASCAR") Cup Series races and additional MLB regular season games, and the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021. 38 Selling, general and administrative expenses increased 6% for fiscal 2022, as compared to fiscal 2021, primarily due to higher technology costs related to the Company's digital initiatives and higher marketing expenses at FOX News Media, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.
This increase was partially offset by the absence of events that were shifted into fiscal 2021 from fiscal 2020 as a result of COVID-19 rescheduling, including National Association of Stock Car Auto Racing (“NASCAR”) Cup Series races and additional MLB regular season games, and the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021.
Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. • Other, Corporate and Eliminations , which principally consists of the FOX Studio Lot, Credible Labs Inc. ("Credible"), corporate overhead costs and intracompany eliminations.
Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. The segment also includes various production companies that produce content for the Company and third parties. • Other, Corporate and Eliminations , which principally consists of the FOX Studio Lot, Credible Labs Inc.
Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company's impairment review is based on a discounted cash flow analysis and market-based valuation approach that requires significant management judgment. The Company uses its judgment in assessing whether assets may have become impaired between annual valuations.
The Company allocates goodwill to disposed businesses using the relative fair value method. 51 Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company’s impairment review is based on a discounted cash flow analysis and market-based valuation approach that requires significant management judgment.
For fiscal 2022, the Company generated revenues of $14.0 billion, of which approximately 49% was generated from affiliate fees, approximately 42% was generated from advertising, and approximately 9% was generated from other operating activities. 36 Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.
Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInformation on the Company's investments with exposure to stock price risk is presented below: As of June 30, 2022 2021 (in millions) Fair Value Total fair value of common stock investments $ 435 $ 788 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted market prices $ (43) $ (79) Concentrations of Credit Risk See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading "Concentrations of credit risk." 57
Biggest changeInformation on the Company’s investments with exposure to stock price risk is presented below: As of June 30, 2023 2022 (in millions) Fair Value Total fair value of common stock investments $ 884 $ 435 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted market prices $ (88) $ (43) Concentrations of Credit Risk See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Concentrations of credit risk.” 56
Fixed and variable-rate debts are impacted differently by changes in interest rates. A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service 56 such debt.
Fixed and variable-rate debts are impacted differently by changes in interest rates. A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the 55 interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt.
As of June 30, 2022, all the Company's financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.
As of June 30, 2023, all the Company’s financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.
Information on financial instruments with exposure to interest rate risk is presented below: As of June 30, 2022 2021 (in millions) Fair Value Borrowings: liability $ 7,084 $ 9,474 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted interest rates $ (270) $ (173) Stock Prices The Company has common stock investments in publicly traded companies that are subject to market price volatility.
Information on financial instruments with exposure to interest rate risk is presented below: As of June 30, 2023 2022 (in millions) Fair Value Borrowings: liability $ 6,895 $ 7,084 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted interest rates $ (267) $ (270) Stock Prices The Company has common stock investments in publicly traded companies that are subject to market price volatility.

Other FOX 10-K year-over-year comparisons