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What changed in Fox Corporation (Class B)'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Fox Corporation (Class B)'s 2023 and 2024 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 2024 report.

+440 added−429 removedSource: 10-K (2024-08-08) vs 10-K (2023-08-11)

Top changes in Fox Corporation (Class B)'s 2024 10-K

440 paragraphs added · 429 removed · 342 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

150 edited+39 added−30 removed71 unchanged
Biggest changeTelevision 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.
Biggest changeTelevision Households in the DMA (a) Seattle-Tacoma, WA* 13 KCPQ 13(13) VHF 1.7% KZJO (b) 36(22) UHF Detroit, MI* 14 WJBK 7(2) VHF 1.5% Minneapolis, MN* (g) 15 KMSP-TV 9(9) VHF 1.5% WFTC (b) 29(29) UHF Orlando, FL* 16 WOFL 22(35) UHF 1.5% WRBW (b) 28(65) UHF Austin, TX* 35 KTBC 7(7) VHF 0.8% Milwaukee, WI 38 WITI (h) 31(6) UHF 0.8% Gainesville, FL* 158 WOGX 31(51) UHF 0.1% TOTAL 38.4% Source: Nielsen, January 2024 * 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.
Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” 1 “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.
Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking 1 statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.
FOX News Media also operates direct-to-consumer services FOX Nation, an SVOD service that offers U.S. consumers a variety of on-demand content (including original programming), and FOX Weather, a FAST service that offers local, regional and national weather reporting in addition to live programming. The Big Ten Network distributes programming through the B1G+ subscription video streaming service.
FOX News Media also operates direct-to-consumer services FOX Nation, an SVOD service that offers U.S. consumers a variety of content (including original programming), and FOX Weather, a FAST service that offers local, regional and national weather reporting in addition to live programming. The Big Ten Network distributes live-streaming and video-on-demand programming through the B1G+ subscription video streaming service.
Piracy, including in the digital environment, continues to present a threat to revenues from products and services based on intellectual property. Third parties may challenge the validity or scope of the Company’s intellectual property from time to time, and such challenges could result in the limitation or loss of intellectual property rights.
Piracy, including in the digital environment, continues to present a threat to revenues from products and services based on intellectual property. Third parties may challenge the validity or scope of the Company’s intellectual property from time to time, and such challenges could result in the limitation or loss of the Company’s intellectual property rights.
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.
We have posted on our 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.
For example, the CPRA, which generally became effective on January 1, 2023, creates a new 14 state privacy protection agency, expands individual rights, and introduces new requirements for businesses, among other things. Several of these matters are subject to additional rulemaking. Other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Utah, Connecticut, Iowa, Indiana, and Tennessee.
For example, the CPRA, which generally became effective on January 1, 2023, creates a new state privacy protection agency, expands individual rights and introduces new requirements for businesses, among other things. Several of these matters are subject to additional rulemaking. Other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Utah, Connecticut, Iowa, Indiana and Tennessee.
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.
The Company’s amended and restated certificate of incorporation authorizes the Company’s 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 Company’s Board of Directors (the “Board”) 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.
Trainees participate in both intensive classroom study of all aspects of the television station advertising sales business and shadowing of FOX Television Stations sales account executives. • FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in March 2022, nurtures and trains talented writers with diverse voices, backgrounds and life experiences.
Trainees participate in both intensive classroom study of all aspects of the television station advertising sales business and shadowing of FOX Television Stations sales account executives. • FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in 2022, nurtures and trains talented writers with diverse voices, backgrounds and life experiences.
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.
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 18 and practices.
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.
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.
FOX also provides generous benefits that support the health, wellness and financial stability of our employees and their families. Full-time employees are eligible for medical insurance through a choice of several 17 plans, in which employees also may enroll family members, including domestic partners and their children.
FOX also provides generous benefits that support the health, wellness and financial stability of our employees and their families. Full-time employees are eligible for medical insurance through a choice of several plans, in which employees also may enroll family members, including domestic partners and their children.
The Big Ten Network also owns and operates B1G+ (formerly branded BTN+), a subscription video streaming service that features live streams of non-televised sporting events, replays of televised and streamed events, and a large collection of classic games and original programming. The Company owns approximately 61% of the Big Ten Network. Digital Distribution.
The Big Ten Network also owns and 5 operates B1G+ (formerly branded BTN+), a subscription video streaming service that features live streams of non-televised sporting events, replays of televised and streamed events, and a large collection of classic games and original programming. The Company owns approximately 61% of the Big Ten Network. Digital Distribution.
The Company has also formed a co-owned production company with Gordon Ramsay called Studio Ramsay Global 10 that develops, produces and distributes culinary and lifestyle programming such as Gordon Ramsay’s Food Stars and Next Level Chef for FOX, Kitchen Commando for Tubi and other programs for global markets.
The Company has also formed a co-owned production company with Gordon Ramsay called Studio Ramsay Global that develops, produces and distributes culinary and lifestyle programming such as Gordon Ramsay’s Food Stars and Next Level Chef for FOX, Kitchen Commando for Tubi and other programs for global markets.
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.
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 $1.5 million.
These laws and regulations and their interpretation are subject to change, and could result in increased compliance costs, claims, financial penalties for noncompliance, changes to business practices, including with respect to tailored advertising, or otherwise impact the Company’s business.
These laws and regulations and their interpretation are subject to change, and could result in increased compliance costs, claims, financial penalties for noncompliance, changes to business practices, including with respect to tailored 14 advertising, or otherwise impact the Company’s business.
FOX Sports. A number of basic and pay television programming services, direct-to-consumer streaming services, and free-to-air stations and broadcast networks compete with FS1, FS2 and the Big Ten Network for sports programming rights, distribution, audiences and advertisers.
A number of basic and pay television programming services, direct-to-consumer streaming services, and free-to-air stations and broadcast networks compete with FS1, FS2 and the Big Ten Network for sports programming rights, distribution, audiences and advertisers.
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; • 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 FOX Network obtains national sports programming through license agreements with professional or collegiate sports leagues or organizations, including long-term agreements with the NFL, MLB, college football and basketball conferences, NASCAR, FIFA, UEFA, Concacaf, CONMEBOL and WWE.
The FOX Network obtains national sports programming through license agreements with professional or collegiate sports leagues or organizations, including long-term agreements with the NFL, MLB, college football and basketball conferences, NASCAR, FIFA, UEFA, Concacaf and CONMEBOL.
Our Environment, Health and Safety Program manages risks by implementing proactive, practical and feasible controls into daily work activities, as appropriate. Employees receive health and safety training orientations and have access to several workplace safety programs and resources.
Our Environment, Health and Safety (“EHS”) Program manages risks by implementing proactive, practical and feasible controls into daily work activities, as appropriate. Employees receive health and safety training orientations and have access to several workplace safety programs and resources.
In addition, the FOX Network and MyNetworkTV compete with other broadcast networks and programming distribution services to secure affiliations or station agreements with independently owned television stations in markets across the U.S.
In addition, the FOX 10 Network and MyNetworkTV compete with other broadcast networks and programming distribution services to secure affiliations or station agreements with independently owned television stations in markets across the U.S.
The FOX Network primetime lineup is intended to appeal primarily to the 18 to 49 year old audience, the demographic group that advertisers seek to reach most often, with particular success in the 18 to 34 year old audience.
The FOX Network primetime lineup is intended to appeal primarily to the 18 to 49 year old audience, the demographic 8 group that advertisers seek to reach most often, with particular success in the 18 to 34 year old audience.
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.
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.
For example, FCC dual network rules prohibit any of the four major broadcast television networks — FOX, ABC, CBS, and NBC — from being under common ownership or control.
For example, FCC dual network rules prohibit any of the four major broadcast television networks — FOX, ABC, 12 CBS, and NBC — from being under common ownership or control.
Segments Cable Network Programming The Cable Network Programming segment produces and licenses news, business news and sports content for distribution through traditional and virtual MVPDs and other digital platforms, primarily in the U.S.
Reportable Segments Cable Network Programming The Cable Network Programming segment produces and licenses news, business news and sports content for distribution through traditional and virtual MVPDs and other digital platforms, primarily in the U.S.
Intellectual Property The Company’s intellectual property assets include copyrights in television programming and other publications, websites and technologies; trademarks, trade dress, service marks, logos, slogans, sound marks, design rights, symbols, characters, names, titles and trade names, domain names; patents or patent applications for inventions related to its products, business methods and/or services, trade secrets and know how; and licenses of intellectual property rights of various kinds.
Intellectual Property The Company’s intellectual property assets include copyrights in television and other programming, other publications, websites, digital properties and technologies; trademarks, trade dress, service marks, logos, slogans, sound marks, design rights, symbols, characters, names, titles and trade names, domain names; patents or patent applications for inventions related to its products, business methods and/or services, trade secrets and know how; and licenses of intellectual property rights of various kinds.
Under FCC rules, one of the three hours per week may air on a television's station's multicast stream(s); the other two hours must air on the primary programming stream. A television station found not to have complied with the programming requirements or commercial limitations could face sanctions, including monetary fines and the possible non-renewal of its license.
Under FCC rules, one of the three hours per week may air on a television’s station’s multicast stream(s); the other two hours must air on the primary programming stream. A television station found not to have complied with the programming requirements or commercial limitations could face sanctions, including monetary fines and the possible non-renewal of its license. Program Regulation .
Many employees benefit from the convenience of covered telemedicine visits as well as virtual primary care services. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic care. Our coverage is generous, with employee contributions and costs more favorable than national averages according to a 2022 Mercer LLC survey.
Many employees benefit from the convenience of covered telemedicine visits as well as virtual primary care services. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic care. Our coverage is generous, with employee contributions and costs more favorable than national averages according to a 2023 Mercer LLC survey.
Additionally, our 29 owned and operated television stations cover 18 DMAs, including 14 of the 15 largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest. These stations provide balanced content of national interest with programming of note to local communities, producing approximately 1,200 hours of local news coverage each week.
Additionally, our 29 owned and operated television stations cover 18 DMAs, including 14 of the 15 largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest. These stations provide balanced content of national interest with programming of note to local communities, producing over 1,200 hours of local news coverage each week.
Providing equal pay for equal work, without regard to race, gender or other protected characteristics, is an imperative at FOX. We link our more senior employees' pay to corporate performance through discretionary annual incentive compensation awards. Other employees may be eligible for equity awards or other long-term incentives depending on their business unit and level/role.
Providing equal pay for equal work, without regard to race, gender or other protected characteristics, is an imperative at FOX. We link our more senior employees’ pay to corporate performance through annual incentive compensation awards. Other employees may be eligible for other long-term incentives depending on their business unit and level/role.
In addition, the FOX Network's strategy to deliver fewer hours of national content than other major broadcasters benefits stations affiliated with the FOX Network, which can utilize the flexibility in scheduling to offer expanded local news and other programming that viewers covet. Our 29 stations collectively produce approximately 1,200 hours of local news coverage every week.
In addition, the FOX Network’s strategy to deliver fewer hours of national content than other major broadcasters benefits stations affiliated with the FOX Network, which can utilize the flexibility in scheduling to offer expanded local news and other programming that viewers covet. Our 29 stations collectively produce over 1,200 hours of local news coverage every week.
FS1 is a multi-sport national network that features live events, including regular season and post-season MLB games, NASCAR, college football, college basketball, the FIFA Men’s and Women’s World Cup, Major League Soccer (“MLS”), the USFL, the Union of European Football Associations (“UEFA”) European Championship, UEFA Nations League, Concacaf and CONMEBOL soccer and horse racing.
FS1 is a multi-sport national network that features live events, including regular season and post-season MLB games, NASCAR, college football, college basketball, the FIFA Men’s and Women’s World Cup , Major League Soccer (“MLS”), the UFL, the Union of European Football Associations (“UEFA”) European Championship , UEFA Nations League, Concacaf and CONMEBOL soccer and horse racing.
We also own an equity stake in Flutter Entertainment plc (“Flutter”), an online sports betting and gaming company with operations in the U.S. and internationally, and we maintain a valuable option to acquire 18.6% of FanDuel Group, a majority-owned subsidiary of Flutter. Goals and Strategies Maintain leading positions in live news, live sports and quality entertainment.
Additionally, we own an equity stake in Flutter Entertainment plc (“Flutter”), an online sports betting and gaming company with operations in the U.S. and internationally, and we maintain a valuable option to acquire 18.6% of FanDuel Group, a majority-owned subsidiary of Flutter. Goals and Strategies Maintain leading positions in live news, live sports and quality entertainment.
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.
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. Broadcast Transmission Standard .
Within FOX News Media and FOX Television Stations, we deliver specialized training on the First Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices. Health and Safety FOX is committed to protecting the health, safety and working environment of our employees, clients and neighbors.
Within FOX News Media and FOX Television Stations, we deliver specialized training on the First Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices. Health and Safety FOX is committed to protecting the health, safety and work environment of our employees, clients and neighbors.
These websites and apps include FOXNews.com, FOXBusiness.com, FOXWeather.com, FOXSports.com, FOXDeportes.com, theUSFL.com and OutKick.com and the FOX News, FOX Business, FOX Weather, FOX Sports and FOX Deportes mobile apps.
These websites and apps include FOXNews.com, FOXBusiness.com, FOXWeather.com, FOXSports.com, FOXDeportes.com and OutKick.com, and the FOX News, FOX Business, FOX Weather, FOX Sports and FOX Deportes mobile apps.
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.
FOX Soccer Plus is a premium video programming network that showcases exclusive live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Saudi Pro League, 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.
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.
Cable Network Programming Competition General. 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.
Additionally, FOX Television Stations operates a portfolio of digital businesses, including the FLX digital advertising platform and the LiveNOW from FOX, FOX Locals and FOX Soul FAST services, in addition to distributing its local news programming on Tubi and across a range of third-party platforms.
Additionally, FOX Television Stations operates a portfolio of digital businesses, including the FLX (or FOX Local Extension) digital advertising platform and the LiveNOW from FOX, FOX Locals and FOX Soul FAST services, in addition to distributing its local news programming on Tubi and across a range of third-party platforms.
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).
A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2023-2024 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).
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.
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.
On a national level, the primary competitors to FS1, FS2, and the Big Ten Network are ESPN, ESPN2, TNT, TBS, USA Network, CBS Sports Network, league-owned networks such as NFL Network, NHL Network, NBA TV and MLB Network, collegiate conference-specific networks such as the SEC Network, Pac-12 Network and ACC Network, and direct-to-consumer streaming services such as ESPN+, Peacock, Amazon Prime Video, Apple TV+, Paramount+, Max, FuboTV, and Roku.
On a national level, the primary competitors to FS1, FS2, and the Big Ten Network are ESPN, ESPN2, TNT, TBS, USA Network, CBS Sports Network; league-owned networks such as NFL Network, NHL Network, NBA TV and MLB Network; collegiate conference-specific networks such as the SEC Network and ACC Network; and direct-to-consumer streaming services such as ESPN+, Peacock, Amazon Prime Video, Netflix, Apple TV+, Paramount+, Max, FuboTV and Roku.
The quality of our programming and the strength of our brands maximize the value of our content through a combination of affiliate fees and advertising sales. Leadership positions across strategically significant programming platforms. FOX enjoys a leadership position across our core news, sports and entertainment businesses.
The quality of our programming and the strength of our brands maximize the value of our content through a combination of affiliate fees and advertising sales. Leadership positions across strategically significant programming platforms. FOX enjoys leadership positions across its core news, sports and entertainment businesses.
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.
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.
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 .
A full-service production studio, Fox Alternative 9 Entertainment 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 .
These include the FLX (or FOX Local Extension) digital advertising platform and digital distribution businesses, including the LiveNOW from FOX, FOX Locals and FOX Soul FAST services described below under the heading "Digital Distribution." 7 The following table lists certain information about each of the television stations owned and operated by FOX Television Stations.
These include the FLX (or FOX Local Extension) digital advertising platform and digital distribution businesses, including the LiveNOW from FOX, FOX Locals and FOX Soul FAST services described below under the heading “Digital Distribution.” The following table lists certain information about each of the television stations owned and operated by FOX Television Stations.
We aim to develop our human capital by recruiting a talented and diverse workforce, offering competitive compensation and benefits, fostering a healthy work-life balance, providing growth and development opportunities, protecting health and safety, fostering workplace civility and inclusion and encouraging our employees to have an impact in their communities. As of June 30, 2023, we had approximately 10,400 full-time employees.
We aim to develop our human capital by recruiting a talented and diverse workforce, offering competitive compensation and benefits, fostering a healthy work-life balance, providing growth and development opportunities, protecting health and safety, fostering workplace civility and inclusion and encouraging our employees to have an impact in their communities. As of June 30, 2024, we had approximately 10,200 full-time employees.
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.
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.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, 2023 (“fiscal 2023”) to “FOX,” the “Company,” “we,” “us” or “our” mean Fox Corporation and its consolidated subsidiaries. We use the term “MVPDs” to refer collectively to traditional MVPDs and virtual MVPDs.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, 2024 (“fiscal 2024”) to “FOX,” the “Company,” “we,” “us” or “our” mean Fox Corporation and its consolidated subsidiaries. We use the term “MVPDs” to refer collectively to traditional MVPDs and virtual MVPDs.
FOX Television Stations have historically elected retransmission consent for all of their owned and operated stations, and the Company has been compensated as a result.
FOX Television Stations have historically elected retransmission consent for all of their owned and operated stations, and the Company has been compensated as a result. Children’s Programming .
Investments Flutter The Company holds an equity interest in Flutter, an online sports betting and gaming company with operations in the U.S. and internationally. The Company owns approximately 4.3 million ordinary shares, which represents approximately 2.5% of Flutter as of June 30, 2023.
Investments Flutter The Company holds an equity interest in Flutter, an online sports betting and gaming company with operations in the U.S. and internationally. The Company owns approximately 4.3 million ordinary shares, which represents approximately 2.4% of Flutter as of June 30, 2024.
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.
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 highly coveted nature of our content. We are also cultivating and growing direct interactions between FOX brands and consumers outside traditional linear television.
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.
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 and Big Ten Network 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.
Carriage and Content Regulations. FCC regulations require each television broadcaster to elect, at three-year intervals, either to require carriage of its signal by traditional MVPDs in the station’s market or to negotiate the terms through which that broadcast station would permit transmission of its signal by the traditional MVPDs within its market, which we refer to as retransmission consent.
Must-Carry/Retransmission Consent. FCC regulations require each television broadcaster to elect, at three-year intervals, either to require carriage of its signal by traditional MVPDs in the station’s market or to negotiate the terms through which that broadcast station would permit transmission of its signal by the traditional MVPDs within its market, which we refer to as retransmission consent.
Additionally, our strong balance sheet provides us with the financial flexibility to continue to invest across our businesses, allocate resources toward investments in growth initiatives, take advantage of strategic opportunities, including potential acquisitions across the range of media categories in which we operate, and return capital to our stockholders.
Additionally, our solid balance sheet provides us with the financial flexibility to continue to invest across our businesses, allocate resources toward investments in growth initiatives, take advantage of strategic opportunities, including potential acquisitions across the range of media categories in which we operate and related adjacencies, and return capital to our stockholders.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 28 broadcast seasons.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 29 broadcast seasons.
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 Monday to Friday primetime viewing.
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.
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.
We also believe our unique ability to deliver "appointment-based" viewing and audiences at scale, along with innovative advertising platforms, delivers substantial value to our advertising customers, and the unique nature of our "appointment-based" content positions us to maintain and even grow audiences during a time of increasing consumer fragmentation.
We also believe our unique ability to deliver “appointment-based” viewing and audiences at scale, along with innovative advertising platforms, delivers substantial value to our advertising customers, and the unique nature of our “appointment-based” content positions us to maintain and even grow audiences during a time of increasing consumer fragmentation.
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.
(“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.
The terms of these agreements generally provide the FOX Network with the right to acquire broadcast rights to a television series for a minimum of four seasons. Entertainment programming is also provided by the Company's in-house production companies.
The terms of these agreements generally provide the FOX Network with the right to acquire broadcast rights to a television series for a minimum of four seasons. Entertainment programming is also provided by the Company's in-house production companies, which are described below.
Under FOX’s ownership, Tubi has become one of the most relevant and fastest growing AVOD services in the country in fiscal 2023, with over 50% growth in total view time (the total number of hours watched) compared to the prior fiscal year.
Under FOX’s ownership, Tubi has become one of the most relevant and fastest growing AVOD services in the country, with over 40% growth in total view time (the total number of hours watched) in fiscal 2024 compared to the prior fiscal year.
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.
Additional benefits FOX provides to eligible employees include paid company holidays, floating holidays, vacation, sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, 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.
FOX Sports Racing . FOX Sports Racing is a 24-hour video programming service consisting of motor sports programming, including NASCAR events and original programming, National Hot Rod Association (“NHRA”), motorcycle racing and horse racing. FOX Sports Racing is distributed to subscribers in Canada and the Caribbean. FOX Soccer Plus .
FOX Sports Racing is a 24-hour video programming service consisting of motor sports programming, including National Hot Rod Association, motorcycle racing and horse racing. FOX Sports Racing is distributed to subscribers in Canada and the Caribbean. FOX Soccer Plus .
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 The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible and the FOX Studio Lot with the following two reportable 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.
These affiliation agreements require affiliates to the FOX Network to carry the FOX Network programming in all time periods in which the FOX Network programming is offered to those affiliates, subject to certain exceptions stated in the affiliation agreements.
These affiliation agreements require affiliated stations to carry the FOX Network programming in all time periods in which the FOX Network programming is offered to those affiliated stations, subject to certain exceptions stated in the affiliation agreements.
In addition to its on-demand library, Tubi offers nearly 250 sports, entertainment and local news linear streaming channels. These include channels featuring FOX Entertainment's The Masked Singer , TMZ and Studio Ramsay Global’s Gordon Ramsay and feeds from over 100 local television stations (including FOX's owned and operated stations), covering 75 DMAs and 22 of the top 25 markets.
In addition to its on-demand library, Tubi offers over 280 sports, entertainment and local news linear streaming channels. These include channels featuring FOX Entertainment’s The Masked Singer , TMZ and Studio Ramsay Global’s Gordon Ramsay and feeds from over 100 local television stations (including FOX’s owned and operated stations), covering 77 DMAs and 23 of the top 25 markets.
FOX Entertainment primetime programming during the 2022-2023 broadcast season 9 featured such scripted series as 9-1-1 , 9-1-1: Lone Star , Accused , The Cleaning Lady , Alert: Missing Persons Unit , and the FOX Entertainment-owned comedy Animal Control; animated series, including The Simpsons , Bob's Burgers , Family Guy and The Great North ; and unscripted series, such as Next Level Chef and Gordon Ramsay’s Food Stars from Studio Ramsay Global (FOX's co-owned production company with Gordon Ramsay) , The Masked Singer, I Can See Your Voice, LEGO Masters, Special Forces: World's Toughest Test , Farmer Wants a Wife and investigative report specials from FOX-owned TMZ.
FOX Entertainment primetime programming during the 2023-2024 broadcast season featured such scripted series as The Cleaning Lady and Alert : Missing Persons Unit , along with the FOX Entertainment-owned comedy Animal Control ; animated series, including The Simpsons, Bob's Burgers, Family Guy and The Great North ; and unscripted series, such as Next Level Chef and Gordon Ramsay’s Food Stars from Studio Ramsay Global (FOX’s co-owned production company with Gordon Ramsay), The Masked Singer, I Can See Your Voice, LEGO Masters, Special Forces : World’s Toughes t Test, Farmer Wants a Wife and investigative report specials from FOX-owned TMZ.
(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.
(branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 185 licensee stations, including 10 stations owned and operated by the Company, and is available to approximately 95% of U.S. households as of June 30, 2024. Competition The network television broadcasting business is highly competitive.
We have maintained significant liquidity, ending fiscal 2023 with approximately $4.3 billion of cash and cash equivalents on our balance sheet while returning approximately $2.3 billion of capital to our stockholders through our stock repurchase program and cash dividends during fiscal 2023.
We have maintained significant liquidity, ending fiscal 2024 with approximately $4.3 billion of cash and cash equivalents on our balance sheet while returning approximately $1.25 billion of capital to our stockholders through our stock repurchase program and cash dividends during fiscal 2024.
For example, subject to certain exceptions, the CCPA provides individual rights for Californians, such as the right to access, delete, correct, and restrict the "sale" or "sharing" of personal information, including in connection with targeted advertising. Virginia, Colorado, Connecticut, and Utah have similar privacy laws that have or will become effective in 2023.
For example, subject to certain exceptions, the CCPA provides individual rights for Californians, such as the right to access, delete, correct, and restrict the “sale” or “sharing” of personal information, including in connection with targeted advertising. Virginia, Colorado, Connecticut, and Utah have similar privacy laws that became effective in 2023.
FOX Sports has earned a reputation for bold sports programming and, with its far-reaching presence in virtually every U.S. household, is a leading destination for live sports events and sports commentary. FOX Entertainment is renowned for its engaging primetime entertainment, including scripted dramas, leading unscripted programming and its longstanding Sunday animation block.
FOX Sports has earned a reputation for bold sports programming and, with its availability in virtually every U.S. market, is a leading destination for live sports events and sports commentary. FOX Entertainment is renowned for its engaging primetime entertainment, including scripted dramas, leading unscripted programming and its longstanding Sunday animation block.
A leader in marquee live sports broadcasts, FOX Sports programs the National Football League ("NFL") (including the #1 show on television, America's Game of the Week ), college football (including the Big Ten Conference), Major League Baseball's ("MLB") Regular Season, All-Star Game and World Series , National Association of Stock Car Auto Racing (“NASCAR”) and other marquee cyclical events, including the Super Bowl and the Fédération Internationale de Football Association ("FIFA") Men's and Women's World Cup .
A leader in marquee live sports broadcasts, FOX Sports programs the National Football League (“NFL”) (including the #1 show on television among Adults 18-49, America's Game of the Week ), college football (including the Big Ten Conference), Major League Baseball's (“MLB”) Regular Season, All-Star Game and World Series , National Association of Stock Car Auto Racing (“NASCAR”) and other marquee cyclical events, including the Super Bowl and the Fédération Internationale de Football Association (“FIFA”) Men's and Women's World Cup .
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.
Tubi, our leading AVOD service, attracts a young, diverse and highly engaged audience to its content library of over 260,000 movies and television episodes. 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.
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 .
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 11.8 million cable and satellite households in the U.S., of which approximately 2.5 million are Hispanic. The Big Ten Network .
FOX Deportes features coverage of a variety of sports events, including premier soccer (such as matches from MLS, Liga MX and Liga de Guatemala), the NFL NFC Championship and the Super Bowl, MLB (including regular season games, the National League Championship Series in 2022 and the All-Star and World Series games), NASCAR Cup Series, college football and WWE Smackdown.
FOX Deportes features coverage of a variety of sports events, including premier soccer (such as matches from MLS and Liga MX), the NFL NFC Championship and the Super Bowl, MLB (including regular season games, the National League Championship Series in alternating years and the All-Star and World Series games), NASCAR Cup Series, college football and UFL.
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 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 65 million U.S. households and FOX Sports and FOX Entertainment programming on the FOX Network is available in virtually every U.S. market.
The FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which runs for 8-10 weeks three times per year, welcomed over 475 students in calendar year 2022.
The FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which runs for 8-10 weeks three times per year, welcomed approximately 600 students in fiscal year 2024.
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. The Company’s fiscal year ends on June 30 of each 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.
FOX News also finished the fiscal year as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eighth consecutive year.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023. 30 The Company continues to believe the Smartmatic and other lawsuits alleging defamation or disparagement as well as related derivative lawsuits are without merit and intends to defend against them vigorously, including through any appeals.However, the outcome of these pending matters is subject to significant uncertainty, and it is possible that an adverse resolution of one or more of these pending matters could result in reputational harm and/or significant monetary damages, injunctive relief or settlement costs.
Biggest changeHowever, the outcome of these pending matters is subject to significant uncertainty, and it is possible that an adverse resolution of one or more of these pending matters could result in reputational harm and/or significant monetary damages, injunctive relief or settlement costs.
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.
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 24 television and cable networks.
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.
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; • 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, 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 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 to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board may determine.
Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country.
Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may 29 be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country.
There can be no assurance that further weakening of economic conditions or volatility or disruption in the financial markets will not occur. If they do, it could have a material adverse impact on the Company’s business, financial condition or results of operations. 23 The Company operates in a highly competitive industry.
There can be no assurance that weakening of economic conditions or volatility or disruption in the financial markets will not occur. If they do, it could have a material adverse impact on the Company’s business, financial condition or results of operations. 23 The Company operates in a highly competitive industry.
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.
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, financial condition or results of operations.
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.
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.
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.
Competition for audiences and 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 a variety of the Company's businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, production crew members, trade employees and others whose services are subject to collective bargaining agreements.
In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements.
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.
The Company’s Board 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.
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.
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.
In recent years, the U.S. economy has experienced a period of weakness and the financial markets have experienced significant volatility as a result of the COVID-19 pandemic, declining economic growth, diminished availability of credit, declines in consumer confidence, concerns regarding high inflation, uncertainty about economic stability and political and sociopolitical uncertainties and conflicts.
In recent years, the U.S. economy has experienced a period of weakness and the financial markets have experienced significant volatility as a result of factors including declines in consumer confidence, concerns regarding high inflation, uncertainty about economic stability and political and sociopolitical uncertainties and conflicts, declining economic growth, diminished availability of credit and the COVID-19 pandemic.
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 Company’s Amended and Restated Certificate of Incorporation authorizes the Board 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 and amended and restated by-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or takeover attempt that is opposed by the Company’s Board of Directors or certain stockholders holding a significant percentage of the voting power of the Company’s outstanding voting stock.
The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or takeover attempt that is opposed by the Company’s Board or certain stockholders holding a 31 significant percentage of the voting power of the Company’s outstanding voting stock.
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.
Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.96% of FOX Class B Common Stock. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
Similarly, new laws or regulations or changes in interpretations of laws or regulations could require changes in the operations or ownership of our business. Furthermore, new laws, regulations and standards related to environmental (including climate), social and governance matters are likely to impose additional costs on us, expose us to new risks and subject us to increasing scrutiny.
New laws or regulations or changes in interpretations of laws or regulations could also require changes in the operations or ownership of our business. Furthermore, new laws, regulations and standards related to environmental (including climate), social and governance matters are likely to impose additional costs on us, expose us to new risks and subject us to increasing scrutiny.
Furthermore, to the extent our marketing, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted.
Furthermore, to the extent 25 our marketing, cybersecurity, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted.
Changing distribution models may also negatively impact the Company's ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on our business, financial condition or results of operations.
Changing distribution models may also negatively impact the Company's ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on its business, financial condition or results of operations.
The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets, as well as other investments and other long-lived assets.
The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets, as well as other long-lived assets.
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.
Additionally, 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, impact our reputation and may damage the Company's reputation and brands, even if meritless or untrue.
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.
However, if the Company fails to effectively protect and exploit the value of its content while responding to, and developing new technologies 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.
Such acquisitions and strategic investments may involve significant risks and uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and expenses associated with the investment; a failure of the investment or acquired business to perform as expected, meet financial projections or achieve strategic goals; a failure to further develop an acquired business, product, service or technology; unidentified issues not discovered in our due diligence that could cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or customers of acquired businesses; the diversion of management attention from current operations; and compliance with new regulatory regimes.
Such acquisitions and investments may involve significant risks and uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and expenses associated with it; failure to perform as expected, meet financial projections, achieve strategic goals or further develop an acquired business, product, service or technology; unidentified issues not discovered in our due diligence that could cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or customers of acquired businesses; the diversion of management attention from current operations; and legal and regulatory limitations.
In addition, if the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD's subscribers (i.e., "go dark"), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate fees and advertising. 22 The Company also depends on the maintenance of affiliation agreements and license agreements with third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the Company does not own television stations.
If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate fees and advertising. 22 The Company also depends on the maintenance of affiliation agreements and license agreements with third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the Company does not own television stations.
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.
Because acquisitions, investments and strategic initiatives are inherently risky and their anticipated benefits or value may not materialize, they 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.
The proliferation of unauthorized distribution and use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services.
The proliferation of unauthorized reproduction, display, distribution and/or use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services.
This ownership of or service to both companies may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for News Corp and the Company.
This ownership of or service to both companies may create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for News Corp and the Company.
We are subject to taxation in U.S. federal, state and local, as well as certain international jurisdictions. Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could adversely affect the Company’s results of operations or its tax assets. Judgment is required in evaluating and estimating our provision and accruals for taxes.
We are subject to taxation in U.S. federal, state and local, as well as certain international jurisdictions. Changes in tax laws, regulations, practices or the interpretations thereof could adversely affect the Company’s results of operations or its tax assets. Judgment is required in evaluating and estimating our provision and accruals for taxes.
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.
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 AI may intensify cybersecurity risks.
Although the Company expends significant resources to comply with privacy and data protection laws, we may be subject to regulatory or other legal action despite these efforts. Any such action could result in damage to our reputation or brands, loss of customers or revenue, and other negative impacts to our operations.
Although the Company expends significant resources to comply with data privacy and protection laws, we have been and may continue to be subject to legal claims and may be subject to regulatory action despite these efforts. Any such actions could result in damage to our reputation or brands, loss of customers or revenue, and other negative impacts to our operations.
We have acquired and invested in, and expect to continue acquiring and investing in, new businesses, products, services and technologies that complement, enhance or expand our current businesses or otherwise offer us growth opportunities.
We have acquired and invested in, and expect to continue acquiring and investing in, new businesses, products, services, technologies and other strategic initiatives to complement, enhance or expand our current businesses or otherwise offer us growth opportunities.
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.
Developments in technology, including recent advances in the area of AI, 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, display and store high-quality pirated material.
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.
In addition, the increasing use of time-shifting and advertising-skipping technologies that enable viewers to fast-forward or circumvent advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect its advertising revenues.
Risks Relating to Our Ownership Structure Certain of the Company’s directors and officers may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as officers and/or on the board of directors of News Corp.
Risks Relating to Our Ownership Structure Certain of the Company’s directors and significant stockholders may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as directors of News Corp.
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.
In addition, pandemics 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 21 advertising expenditures as a result of economic uncertainty, disruptions in programming (in particular live event programming) or reduced advertising spots due to pre-emptions.
The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer, advertiser or business partner trust or a perception that the Company’s offerings, including its journalism, programming and other content, are low quality, unreliable or fail to attract and retain audiences.
The Company’s brands, credibility and reputation have been impacted from time to time, and could be damaged in the future, by incidents that erode consumer, advertiser or business partner trust or a perception that the Company’s offerings, including its journalism, programming and other content, are low quality, unreliable or fail to attract and retain audiences.
Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems.
Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments, and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems.
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, Twenty-First Century Fox, Inc. 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”).
The Company takes a variety of actions to combat piracy and signal theft, both individually and, in some instances, together with industry associations, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and abroad and how those laws are construed.
The Company takes a variety of actions to combat piracy and signal theft, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and abroad and how those laws are construed.
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.
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 ways in which consumers view content and technology and business models in our industry continue to rapidly evolve.
Failure to restore such facilities in a timely manner could have a material adverse effect on the Company’s businesses and results of operations. Further, changes in FCC regulations have reduced the availability and use of satellite transmission spectrum.
In the event of a business disruption of the Company’s television station and cable network studio and transmitter facilities, a failure to restore such facilities in a timely manner could have a material adverse effect on the Company’s businesses and results of operations. Further, changes in FCC regulations have reduced the availability and use of satellite transmission spectrum.
Although Nielsen's statistical sampling method is the primary measurement methodology used for our linear television advertising sales, we measure and monetize our digital platforms based on a combination of internal and third-party data, including demographic composite estimates. A consistent, broadly accepted measure of multiplatform audiences across the industry remains to be developed.
Although Nielsen’s statistical sampling method is the primary measurement methodology used for our linear television advertising sales, we measure and monetize our digital platforms based on a combination of internal and third-party data, including demographic composite estimates.
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.
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.
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.
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.
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.
For more information, see Item 1, “Government Regulation – Privacy and Information Regulation.” Risks Relating to Legal and Regulatory Matters Changes in laws and regulations, or the interpretation thereof, may have an adverse effect on the Company’s business, financial condition or results of operations.
Certain of the Company’s directors and executive officers own shares of common stock of News Corp, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, certain of the Company’s officers and directors also serve as officers and/or as directors of News Corp, including our Chair, K.
Certain of the Company’s directors and significant stockholders own shares of common stock of News Corp, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, FOX’s Executive Chair and Chief Executive Officer, Lachlan K. Murdoch, also serves as the Chair of News Corp.
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.
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.
Consolidation among our competitors and other industry participants has increased, and may continue to do so, further intensifying competitive pressures. Our competitors include companies with interests in multiple media businesses that are often vertically integrated, as well as companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.
Our competitors include companies with interests in multiple media businesses that are often vertically integrated, as well as companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.
Declines in advertising expenditures could cause the Company’s revenues and operating results to decline significantly in any given period or in specific markets. The Company derives substantial revenues from the sale of advertising, and its ability to generate advertising revenues depends on a number of factors.
The Company derives substantial revenues from the sale of advertising, and declines in advertising expenditures have caused, and could continue to cause, the Company’s revenues and operating results to decline significantly in any given period or in specific markets.
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.
Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues. 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.
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.
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 such as the Venu Sports streaming service expected to launch in the fall of 2024.
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.
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.
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.
An increasing number of companies bidding for sports programming in recent years has also driven increases in the cost of such programming. 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.
When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred, such as the WGA and SAG-AFTRA strikes in the Spring and Summer of 2023, and further strikes, work stoppages or lockouts could occur in the future.
When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred, such as the Writers Guild of America West (or WGA) and Screen Actors Guild – American Federation of Television and Radio Artists (or SAG-AFTRA) strikes in the Spring and Summer of 2023.
These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and ultimately demand for the programming on its networks, which could lead to lower affiliate fee and advertising revenues.
If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and demand for the programming on its networks. The Company’s affiliate fee and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future.
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.
Other television stations or cable networks may change their formats or programming, a new station or 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.
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.
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.
Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our programming could lead to a downward revision in the fair value of certain reporting units. A downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets could result in a non-cash impairment charge.
Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our programming could lead to a downward revision in the fair value of certain reporting units. The Company holds investments in marketable and non-marketable equity securities.
Content piracy and signal theft present a threat to the Company’s revenues from products and services, including television shows, cable and other programming.
Technological developments may increase the threat of content piracy and signal theft and limit the Company’s ability to protect its intellectual property rights. Content piracy and signal theft present a threat to the Company’s revenues from products and services, including television shows, cable and other programming.
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.
New distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. 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.
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.
Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of FOX Class B Common Stock. Thus, K.
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 number and complexity of these laws and regulations continues to increase. 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.
Such events have caused, and may continue to cause, delays in production and may lead to higher costs in connection with new collective bargaining agreements, which could reduce profit margins and could, over the long term, have an adverse effect on the Company's business, financial condition or results of operations.
Such events have caused, and may in the future cause, delays in production and may lead to higher costs in connection with new collective bargaining agreements, which could reduce profit margins and could, over the long term, have an adverse effect on the Company's business, financial condition or results of operations. 26 In addition, our broadcast television and cable networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games.
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.
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. In addition, our strategic initiatives could negatively impact our ability to renew our MVPD agreements on terms that are favorable to all our networks.
Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection.
The Company may be subject to investigations or fines under FCC rules and policies, or delays in its renewal and other applications with the FCC. Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection.
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.
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.
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.
Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations. For more information, see Item 1, “Government Regulation.” The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.
Although we expect multiplatform measurement innovation and standards to benefit us as the video advertising market continues to evolve, we are still partially dependent on third parties to provide these solutions.
Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve, we are still partially dependent on third parties to provide these solutions. Declines in advertising revenues may also be caused by regulatory intervention or other third-party action that impacts where and when advertising may be placed.
In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks.
The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks. From time to time, the Company experiences cybersecurity threats and attacks.
We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure, and security of personal information. The number and complexity of these laws and regulations continues to 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. We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure, and security of personal information.
From time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC) and regulated as such, which could negatively impact the Company’s distribution model. Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues.
In particular, the legal and regulatory landscape governing AI remains unsettled, and developments in this area may adversely impact our business. In addition, from time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC) and regulated as such, which could negatively impact the Company’s distribution model.
For example, during the COVID-19 pandemic some of the Company's advertisers reduced their spending, which had a negative impact on the Company’s advertising revenues, and similar events that adversely affect the Company's advertising revenues could occur again in the future. 21 Major sports events, such as the NFL's Super Bowl and the FIFA World Cup and the state, congressional and presidential election cycles also may cause the Company's advertising revenues to vary substantially from year to year.
Major sports events, such as the NFL’s Super Bowl and the FIFA World Cup and the state, congressional and presidential election cycles also may cause the Company's advertising revenues to vary substantially from year to year.
There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. Greater constraints on the use of arbitration to resolve certain disputes could adversely affect our business.
There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. We also spend substantial resources complying with various regulatory and government standards, including any related investigations and litigation.
In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC. The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video programming and technical operations of broadcast licensees.
The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC.
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.
From time to time, we are subject to various legal proceedings (including class action lawsuits, claims, regulatory investigations and arbitration proceedings), involving claims relating to, among other things, competition, intellectual property rights, employment and labor matters, personal injury and property damage, 30 free speech, data privacy and protection, regulatory requirements, and advertising, marketing and selling practices.
Declines in advertising revenues may also be caused by regulatory intervention or other third-party action that impacts where and when advertising may be placed. Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels.
There can be no assurance that we can successfully navigate the evolving digital advertising market or that the digital advertising revenues we generate will offset the declines in advertising revenues generated by our traditional linear networks. Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels.
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.
Consumers are increasingly turning to direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future.
The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company's revenues from affiliate fees.
The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s revenues from affiliate fees. Consolidation among MVPDs, their increased vertical integration into the cable or broadcast network business or their use of alternative technologies to offer their subscribers access to local broadcast network programming could increase their negotiating leverage.
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.
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. As a result, significant uncertainty exists as to their application and scope.
These competitors could also have preferential access to important technologies, such as those that use artificial intelligence or competitive information, including customer data. Our competitors may also enter into business combinations or partnerships that strengthen their competitive position.
These competitors could also have preferential access to competitive information, including customer data, or important technologies, such as those that use AI. Emerging technologies, including AI, are evolving rapidly and our ability to compete could be adversely affected if our competitors gain an advantage by using them.
The Company may not have adequate insurance coverage to compensate it for any losses that may occur. Technological developments may increase the threat of content piracy and signal theft and limit the Company’s ability to protect its intellectual property rights.
In addition, the 27 Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur, and the Company may not have adequate insurance coverage to compensate it for any losses that may occur.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEach of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations. FOX’s policy is to improve and replace property as considered appropriate to meet the needs of the individual operations. ITEM 3.
Biggest changeEach of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual 34 nature and requirements of the relevant operations. FOX’s policy is to improve and replace property as considered appropriate to meet the needs of the individual operations. ITEM 3.
LEGAL 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
LEGAL 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. 35 PART II

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 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.
Biggest changeBelow is a summary of the Company’s repurchases of its Class A Common Stock during fiscal 2024: 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) First quarter fiscal 2024 (d) 15,437,627 $ 16.19 Second quarter fiscal 2024 8,275,629 30.21 Third quarter fiscal 2024 8,347,054 29.95 April 1, 2024 - April 30, 2024 1,609,334 31.07 May 1, 2024 - May 31, 2024 3,061,001 33.33 June 1, 2024 - June 30, 2024 2,885,073 33.96 Total fiscal 2024 (d) 39,615,718 25.24 $ 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.
(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”).
(d) In February 2023, in connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in 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.
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.
As of June 30, 2024, there were approximately 14,100 holders of record of shares of Class A Common Stock and approximately 3,000 holders of record of shares of Class B Common Stock.
In total, the Company repurchased approximately 54 million shares of Common Stock for $2 billion during fiscal 2023. ITEM 6. [RESERVED] 34
In total, the Company repurchased approximately 40 million shares of Class A Common Stock for approximately $1 billion during fiscal 2024. ITEM 6. [RESERVED] 36
(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.
(b) These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases. (c) The Company’s Board of Directors has authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time.
Removed
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
We expect to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Dividends”).
Added
Upon settlement of the ASR agreement in August 2023, the Company received a final delivery of approximately 7.8 million shares of Class A Common Stock.
Added
The final number of shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-weighted average market price of the Class A Common Stock on the Nasdaq Global Select Market during the term of the ASR agreement less a discount) (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

100 edited+29 added−35 removed52 unchanged
Biggest changeNet 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).
Biggest changeNet cash used in investing activities for fiscal 2024 and 2023 was as follows (in millions): For the years ended June 30, 2024 2023 Net cash used in investing activities $ (452) $ (438) The increase in net cash used in investing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to higher investments in equity securities partially offset by a decrease in capital expenditures. 50 Net cash used in financing activities for fiscal 2024 and 2023 was as follows (in millions): For the years ended June 30, 2024 2023 Net cash used in financing activities $ (1,341) $ (2,290) The decrease in net cash used in financing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower activity under the stock repurchase program and the net impact of the October 2023 issuance of $1.25 billion of senior notes and the $1.25 billion repayment of senior notes that matured in January 2024 (See Note 9—Borrowings to the accompanying Financial Statements).
CRITICAL ACCOUNTING POLICIES An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application.
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.
Goodwill and Other Intangible Assets The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, MVPD affiliate agreements and relationships, software and trademarks and other copyrighted products. The Company accounts for its business combinations under the acquisition method of accounting.
Net cash used in financing activities for fiscal 2023 and 2022 was as follows (in millions): For the years ended June 30, 2023 2022 Net cash used in financing activities $ (2,290) $ (2,057) The increase in net cash used in financing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to activity under the stock repurchase program, including the $1 billion accelerated share repurchase agreement (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program”), partially offset by the absence of the $750 million repayment of senior notes that matured in January 2022.
Net cash used in financing activities for fiscal 2023 and 2022 was as follows (in millions): For the years ended June 30, 2023 2022 Net cash used in financing activities $ (2,290) $ (2,057) The increase in net cash used in financing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to activity under the stock repurchase program, including the $1 billion accelerated share repurchase agreement (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under 51 the heading “Stock Repurchase Program”), partially offset by the absence of the $750 million repayment of senior notes that matured in January 2022.
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).
Ratings of the Senior Notes The following table summarizes the Company’s credit ratings as of June 30, 2024: 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).
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.
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 48 components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
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 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. Inventories Licensed and Owned Programming The Company incurs costs to license programming rights and to produce owned programming.
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 37 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.
The development and selection of these critical accounting policies have been determined by management of the Company and the related disclosures have been reviewed with the Audit Committee of the Company’s Board of Directors. For the Company’s summary of significant accounting policies, see Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements.
The development and selection of these critical accounting policies and estimates have been determined by management of the Company and the related disclosures have been reviewed with the Audit Committee of the Company’s Board of Directors. For the Company’s summary of significant accounting policies, see Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements.
Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans.
Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are 52 principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans.
Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are classified as current inventories, and license fees for programming with an initial license period of greater than one year are classified as non-current inventories.
Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are 53 classified as current inventories, and license fees for programming with an initial license period of greater than one year are classified as non-current inventories.
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.
We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs. 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.
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.
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”) 2024 or early fiscal 2025 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 2024, 2023 and 2022.
Television (58% and 55% of the Company’s revenues in fiscal 2023 and 2022, respectively) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 5,204 $ 4,440 $ 764 17 % Affiliate fee 2,876 2,673 203 8 % Other 630 572 58 10 % Total revenues 8,710 7,685 1,025 13 % Operating expenses (6,704) (6,431) (273) (4) % Selling, general and administrative (997) (907) (90) (10) % Segment EBITDA $ 1,009 $ 347 $ 662 ** ** not meaningful Revenues at the Television segment increased for fiscal 2023, as compared to fiscal 2022, due to higher advertising, affiliate fee and other revenues.
Television (58% and 55% of the Company’s revenues in fiscal 2023 and 2022, respectively) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 5,204 $ 4,440 $ 764 17 % Affiliate fee 2,876 2,673 203 8 % Other 630 572 58 10 % Total revenues 8,710 7,685 1,025 13 % Operating expenses (6,704) (6,431) (273) (4) % Selling, general and administrative (997) (907) (90) (10) % Segment EBITDA $ 1,009 $ 347 $ 662 ** ** not meaningful 47 Revenues at the Television segment increased $1 billion or 13% for fiscal 2023, as compared to fiscal 2022, due to higher advertising, affiliate fee and other revenues.
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.
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 2024, 2023 and 2022, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2024.
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.
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 55 obligations could be effectively settled.
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.
Assuming that actual plan returns are consistent with the Company’s expected plan returns in fiscal 2025 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.
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.
Assuming that actual plan asset returns are consistent with the Company’s expected plan returns in fiscal 2025 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.
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.
The Company also has access to the worldwide capital markets, subject to market conditions. As of June 30, 2024, 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.
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 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items.
Non-operating other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.” Income tax expense —The Company’s tax provision and related effective tax rate of 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items.
The Company does not expect its net OPEB payments to be material in fiscal 2024 (See Note 15—Pension and Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).
The Company does not expect its net OPEB payments to be material in fiscal 2025 (See Note 15—Pension and Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).
Government incentives were not material in fiscal 2023, 2022 and 2021. Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs.
Government incentives were not material in fiscal 2024, 2023 and 2022. Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs.
Important 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.
Important 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; • labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast; 57 • 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 widespread health emergencies or pandemics and measures to contain their spread; and • the other risks and uncertainties detailed in Item 1A.
Operating expenses for fiscal 2023 and 2022 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2023 and 2022 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot.
Operating expenses for fiscal 2024 and 2023 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2024 and 2023 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot.
Fiscal 2023 versus Fiscal 2022 The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 6,043 $ 6,097 $ (54) (1) % Television 8,710 7,685 1,025 13 % Other, Corporate and Eliminations 160 192 (32) (17) % Total revenues $ 14,913 $ 13,974 $ 939 7 % For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 2,472 $ 2,934 $ (462) (16) % Television 1,009 347 662 ** Other, Corporate and Eliminations (290) (326) 36 11 % Adjusted EBITDA (a) $ 3,191 $ 2,955 $ 236 8 % ** not meaningful (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below. 41 Cable Network Programming (41% and 44% of the Company’s revenues in fiscal 2023 and 2022, respectively) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 4,175 $ 4,205 $ (30) (1) % Advertising 1,403 1,462 (59) (4) % Other 465 430 35 8 % Total revenues 6,043 6,097 (54) (1) % Operating expenses (2,927) (2,595) (332) (13) % Selling, general and administrative (660) (586) (74) (13) % Amortization of cable distribution investments 16 18 (2) (11) % Segment EBITDA $ 2,472 $ 2,934 $ (462) (16) % Revenues at the Cable Network Programming segment decreased for fiscal 2023, as compared to fiscal 2022, due to lower affiliate fee and advertising revenues, partially offset by higher other revenues.
Fiscal 2023 versus Fiscal 2022 The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 6,043 $ 6,097 $ (54) (1) % Television 8,710 7,685 1,025 13 % Corporate and Other 217 233 (16) (7) % Eliminations (57) (41) (16) (39) % Total revenues $ 14,913 $ 13,974 $ 939 7 % For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 2,472 $ 2,934 $ (462) (16) % Television 1,009 347 662 ** Corporate and Other (290) (326) 36 11 % Adjusted EBITDA (a) $ 3,191 $ 2,955 $ 236 8 % ** not meaningful (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below. 46 Cable Network Programming (41% and 44% of the Company’s revenues in fiscal 2023 and 2022, respectively) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 4,175 $ 4,205 $ (30) (1) % Advertising 1,403 1,462 (59) (4) % Other 465 430 35 8 % Total revenues 6,043 6,097 (54) (1) % Operating expenses (2,927) (2,595) (332) (13) % Selling, general and administrative (660) (586) (74) (13) % Amortization of cable distribution investments 16 18 (2) (11) % Segment EBITDA $ 2,472 $ 2,934 $ (462) (16) % Revenues at the Cable Network Programming segment decreased $54 million or 1% for fiscal 2023, as compared to fiscal 2022, due to lower affiliate fee and advertising revenues, partially offset by higher other revenues.
The increase in advertising revenue was primarily due to revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup , continued growth at Tubi, higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S. midterm elections, and additional NFL post-season games.
The increase of $764 million or 17% in advertising revenue was primarily due to revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup , continued growth at Tubi, higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S. midterm elections, and additional NFL post-season games.
Changes in assumptions and differences between assumptions and actual experience has resulted in accumulated pre-tax net losses on the Company’s pension and postretirement benefit plans, which as of June 30, 2023 were $195 million as compared to $292 million as of June 30, 2022. These deferred losses are being systematically recognized in future net periodic pension expense.
Changes in assumptions and differences between assumptions and actual experience has resulted in accumulated pre-tax net losses on the Company’s pension and postretirement benefit plans, which as of June 30, 2024 were $139 million as compared to $195 million as of June 30, 2023. These deferred losses are being systematically recognized in future net periodic pension expense.
Operating expenses increased primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LVII , NFL and MLB content, led by a higher volume of post-season games, and the broadcast of the FIFA Men’s World Cup , as well as increased digital investment in Tubi.
Operating expenses increased $273 million or 4% primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LVII , NFL and MLB content, led by a higher volume of post-season games, and the broadcast of the FIFA Men’s World Cup , as well as increased digital investment in Tubi.
Operating expenses increased primarily due to higher sports programming rights amortization led by the broadcast of the FIFA Men’s World Cup , the renewed MLB contract and a higher volume of college football games at the national sports networks, and higher employee related costs and increased digital investment at FOX News Media.
Operating expenses increased $332 million or 13% primarily due to higher sports programming rights amortization led by the broadcast of the FIFA Men’s World Cup , the renewed MLB contract and a higher volume of college football games at the national sports networks, and higher employee related costs and increased digital investment at FOX News Media.
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.
The increase of $203 million or 8% 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.
The Company made contributions of $53 million, $59 million and $63 million to its pension plans in fiscal 2023, 2022 and 2021, respectively. The majority of these contributions were voluntarily made to improve the funding status of the plans. Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements.
The Company made contributions of $86 million, $53 million and $59 million to its pension plans in fiscal 2024, 2023 and 2022, respectively. The majority of these contributions were voluntarily made to improve the funding status of the plans. Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements.
The resulting fair values for FCC licenses are sensitive to these long-term assumptions and any variations to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.
The resulting fair values for FCC licenses are sensitive to these long-term assumptions and any adverse changes to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.
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.
Based on the number of shares outstanding as of June 30, 2024 , and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2025 is approximately $250 million. Sources and Uses of Cash—Fiscal 2023 vs.
Income Taxes The Company is subject to income tax primarily in various domestic jurisdictions. The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.
The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.
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 will utilize discount rates of 5.5% and 5.3% in calculating the fiscal 2025 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.6% for fiscal 2025 based principally on the future return expectation of the plans’ asset mix.
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 corporate bonds.
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 hundreds of high-quality corporate bonds.
The decrease in affiliate fee revenue was primarily due to a decrease in the average number of subscribers, partially offset by higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals.
The decrease of $30 million or 1% in affiliate fee revenue was primarily due to a decrease in the average number of subscribers, partially offset by higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals.
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.
The Company recognized impairments of approximately $40 million, $10 million, and $50 million in fiscal 2024, 2023 and 2022, 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.
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.
Stock Repurchase Program See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.” Dividends Dividends paid in fiscal 2024 totaled $0.52 per share of Class A Common Stock and Class B Common Stock .
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.
The key assumptions used in developing the Company’s fiscal 2024, 2023 and 2022 net periodic pension expense for its plans consist of the following: 2024 2023 2022 (in millions, except %) Discount rate for service cost 5.3 % 4.8 % 2.8 % Discount rate for interest cost 5.4 % 4.5 % 2.1 % Assets Expected rate of return 5.3 % 5.0 % 5.1 % Actual return $ 45 $ 53 $ (152) Expected return 45 40 50 Actuarial gain (loss) $ — $ 13 $ (202) Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date.
The increase in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022. Television Segment EBITDA increased for fiscal 2023, as compared to fiscal 2022, primarily due to the revenue increases noted above, partially offset by higher expenses.
The increase of $58 million or 10% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022. Television Segment EBITDA increased $662 million for fiscal 2023, as compared to fiscal 2022, primarily due to the revenue increases noted above, partially offset by higher expenses.
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 made contributions of $86 million and $53 million to its pension plans in fiscal 2024 and 2023, 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.
Selling, general and administrative expenses increased principally due to higher legal costs partially offset by lower marketing costs at FOX News Media and higher costs associated with the expansion of the USFL.
Selling, general and administrative expenses increased $74 million or 13% principally due to higher legal costs partially offset by lower marketing costs at FOX News Media and higher costs associated with the expansion of the USFL.
Partially offsetting this increase was the absence of TNF and lower entertainment marketing and production costs. Selling, general and administrative expenses increased primarily due to continued growth at Tubi.
Partially offsetting this increase was the absence of TNF and lower entertainment marketing and production costs. Selling, general and administrative expenses increased $90 million or 10% primarily due to continued growth at Tubi.
The expected long-term rate of return is determined using the current target asset allocation of 35% equity securities, 55% fixed income securities and 10% in other investments, and applying expected future returns for the various asset classes and correlations amongst the asset classes. A portion of the fixed income investments is allocated to cash to pay near-term benefits.
The expected long-term rate of return is determined using the current target asset allocation of 26% equity securities, 67% fixed income securities and 7% in other investments, and applying expected future returns for the various asset classes and correlations amongst the asset classes. A portion of the fixed income investments is allocated to cash to pay near-term benefits.
(“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.
Corporate and Other principally consists of Credible, the FOX Studio Lot and corporate overhead costs. Credible is a U.S. consumer finance marketplace. 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.
Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.
Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, long-term growth rates, asset lives, market multiples and relevant comparable transactions, among other items.
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.
Subsequent to June 30, 2024 , the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.27 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 25, 2024 with a record date for determining dividend entitlements of September 4, 2024.
Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements. • Critical Accounting Policies —This section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application.
Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements. • Critical Accounting Policies and Estimates —This section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application and the Company’s use of estimates and assumptions consistent 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”).
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 GAAP.
Net income —Net income increased 2% for fiscal 2023, as compared to fiscal 2022, primarily due to a gain recognized on the change in fair value of the Company’s investment in Flutter Entertainment plc and higher Segment EBITDA (as defined below), partially offset by legal settlement costs at FOX News Media (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”) and restructuring charges (See Note 4—Restructuring Programs to the accompanying Financial Statements).
Net income —Net income increased $20 million or 2% for fiscal 2023, as compared to fiscal 2022, primarily due to a gain recognized on the change in fair value of the Company’s investment in Flutter Entertainment plc and higher Segment EBITDA (as defined below), partially offset by legal settlement costs at FOX News Media and restructuring charges (See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements).
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.
Partially offsetting this decrease was continued growth at Tubi. The increase of $260 million or 9% 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.
The Company operates in a highly competitive industry and its performance is dependent, to a large extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’s ability to manage its businesses effectively, and its relative strength and leverage in the industry.
The Company operates in a highly competitive industry and its performance depends, to a large extent, on its ability to effectively anticipate and adapt to changes in consumer behavior and evolving technologies and business models, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’s ability to manage its businesses effectively, and its relative strength and leverage in the industry.
Impairment and restructuring charges —See Note 4—Restructuring Programs to the accompanying Financial Statements. Interest expense, net —Interest expense, net decreased 41% for fiscal 2023, as compared to fiscal 2022, primarily due to higher interest income as a result of higher interest rates.
Restructuring, impairment and other corporate matters —See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements. Interest expense, net —Interest expense, net decreased $153 million or 41% for fiscal 2023, as compared to fiscal 2022, primarily due to higher interest income as a result of higher interest rates.
For fiscal 2023, the Company generated revenues of $14.9 billion, of which approximately 47% was generated from affiliate fees, approximately 44% was generated from advertising, and approximately 9% was generated from other operating activities.
For fiscal 2024, the Company generated revenues of $14 billion, of which approximately 52% was generated from affiliate fees, approximately 39% was generated from advertising, and approximately 9% was generated from other operating activities.
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 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.
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.
(“Credible”) and the FOX Studio Lot with the following two reportable 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.
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.
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.
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.
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.
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 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.
This method also involves the use of management’s judgment in estimating an appropriate discount rate reflecting the risk of a market participant in the U.S. broadcast industry.
This method also involves the use of management’s judgment in estimating appropriate terminal growth rates, operating margins and discount rates reflecting the risk of a market participant in the U.S. broadcast industry.
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 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, by and among 21CF, Disney and certain subsidiaries of Disney. Basis of Presentation The Company’s financial statements are presented on a consolidated basis.
Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.
The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.
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.
During fiscal 2024, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheets as of June 30, 2024 were not impaired based on the Company’s annual assessments. The Company determined that there are no reporting units at risk of impairment as of June 30, 2024.
“Risk Factors.” 37 RESULTS OF OPERATIONS Results of Operations—Fiscal 2023 versus Fiscal 2022 The following table sets forth the Company’s operating results for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 7,051 $ 6,878 $ 173 3 % Advertising 6,606 5,900 706 12 % Other 1,256 1,196 60 5 % Total revenues 14,913 13,974 939 7 % Operating expenses (9,689) (9,117) (572) (6) % Selling, general and administrative (2,049) (1,920) (129) (7) % Depreciation and amortization (411) (363) (48) (13) % Impairment and restructuring charges (111) — (111) ** Interest expense, net (218) (371) 153 41 % Other, net (699) (509) (190) (37) % Income before income tax expense 1,736 1,694 42 2 % Income tax expense (483) (461) (22) (5) % Net income 1,253 1,233 20 2 % Less: Net income attributable to noncontrolling interests (14) (28) 14 50 % Net income attributable to Fox Corporation stockholders $ 1,239 $ 1,205 $ 34 3 % ** not meaningful Overview —The Company’s revenues increased 7% for fiscal 2023, as compared to fiscal 2022, due to higher affiliate fee, advertising and other revenues.
Partially offsetting this increase was lower gains (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net”) and lower Segment EBITDA (as defined below). 41 Results of Operations—Fiscal 2023 versus Fiscal 2022 The following table sets forth the Company’s operating results for fiscal 2023, as compared to fiscal 2022: For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 7,051 $ 6,878 $ 173 3 % Advertising 6,606 5,900 706 12 % Other 1,256 1,196 60 5 % Total revenues 14,913 13,974 939 7 % Operating expenses (9,689) (9,117) (572) (6) % Selling, general and administrative (2,049) (1,920) (129) (7) % Depreciation and amortization (411) (363) (48) (13) % Restructuring, impairment and other corporate matters (1,182) (157) (1,025) ** Equity earnings of affiliates 4 4 — — % Interest expense, net (218) (371) 153 41 % Non-operating other, net 368 (356) 724 ** Income before income tax expense 1,736 1,694 42 2 % Income tax expense (483) (461) (22) (5) % Net income 1,253 1,233 20 2 % Less: Net income attributable to noncontrolling interests (14) (28) 14 50 % Net income attributable to Fox Corporation stockholders $ 1,239 $ 1,205 $ 34 3 % ** not meaningful Overview —The Company’s revenues increased $939 million or 7% for fiscal 2023, as compared to fiscal 2022, due to higher affiliate fee, advertising and other revenues.
The decrease in advertising revenue was primarily due to lower pricing in the direct response marketplace at FOX News Media, partially offset by the broadcast of the FIFA Men’s World Cup at the national sports networks in the current year. The increase in other revenues was primarily due to higher FOX Nation subscription revenues and higher sports sublicensing revenues.
The decrease of $59 million or 4% in advertising revenue was primarily due to lower direct response pricing at FOX News Media, partially offset by the broadcast of the FIFA Men’s World Cup at the national sports networks in the current year.
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.
In addition to the transactions 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.
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, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals, partially offset by a lower average number of subscribers across all networks.
The increase of $173 million or 3% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $550 million, partially offset by the approximately $400 million impact of a lower average number of subscribers across all networks.
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).
Fiscal 2024 versus Fiscal 2023 The following table reconciles Net income to Adjusted EBITDA for fiscal 2024, as compared to fiscal 2023: For the years ended June 30, 2024 2023 (in millions) Net income $ 1,554 $ 1,253 Add Amortization of cable distribution investments 16 16 Depreciation and amortization 389 411 Restructuring, impairment and other corporate matters 67 1,182 Equity losses (earnings) of affiliates 44 (4) Interest expense, net 216 218 Non-operating other, net 47 (368) Income tax expense 550 483 Adjusted EBITDA $ 2,883 $ 3,191 The following table sets forth the computation of Adjusted EBITDA for fiscal 2024, as compared to fiscal 2023: For the years ended June 30, 2024 2023 (in millions) Revenues $ 13,980 $ 14,913 Operating expenses (9,089) (9,689) Selling, general and administrative (2,024) (2,049) Amortization of cable distribution investments 16 16 Adjusted EBITDA $ 2,883 $ 3,191 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 Restructuring, impairment and other corporate matters 1,182 157 Equity earnings of affiliates (4) (4) Interest expense, net 218 371 Non-operating other, net (368) 356 Income tax expense 483 461 Adjusted EBITDA $ 3,191 $ 2,955 49 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 LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company has approximately $4.3 billion of cash and cash equivalents as of June 30, 2024 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements).
Operating expenses increased 6% for fiscal 2023, as compared to fiscal 2022, primarily due to higher sports programming rights amortization and production costs driven by the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional post-season NFL and Major League Baseball (“MLB”) content, as well as increased digital investment in Tubi and at FOX News Media.
Operating expenses increased $572 million or 6% for fiscal 2023, as compared to fiscal 2022, primarily due to the approximately $400 million impact from the higher sports programming rights amortization and production costs driven by the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional post-season NFL and Major League Baseball (“MLB”) content, partially offset by the absence of TNF .
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.
Operating expenses for fiscal 2023 and 2022 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2023 and 2022 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot. Non-GAAP Financial Measures Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses.
Depreciation and amortization —Depreciation and amortization expense increased 13% for fiscal 2023, as compared to fiscal 2022, primarily due to an increase in broadcast production assets at FOX Sports, 38 increased spending as a result of digital initiatives and the full year impact of the fiscal 2022 acquisitions of entertainment production companies.
Selling, general and administrative expenses increased $129 million or 7% for fiscal 2023, as compared to fiscal 2022, primarily due to higher legal costs at FOX News Media and continued growth at Tubi. 42 Depreciation and amortization —Depreciation and amortization expense increased $48 million or 13% for fiscal 2023, as compared to fiscal 2022, primarily due to an increase in broadcast production assets at FOX Sports, increased spending as a result of digital initiatives and the full year impact of the fiscal 2022 acquisitions of entertainment production companies.
Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition.
Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition. See Note 14—Commitments and Contingencies to the accompanying Financial Statements under the heading “Contingencies” for a discussion of the Company’s legal proceedings.
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.
Non-operating other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.” Income tax expense —The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.
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.
Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of 54 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.
Other, Corporate and Eliminations (1% of the Company’s revenues for fiscal 2023 and 2022) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 160 $ 192 $ (32) (17) % Operating expenses (58) (91) 33 36 % Selling, general and administrative (392) (427) 35 8 % Segment EBITDA $ (290) $ (326) $ 36 11 % Revenues at the Other, Corporate and Eliminations segment for fiscal 2023 and 2022 include revenues generated by Credible and the operation of the FOX Studio lot for third parties.
Corporate and Other (1% of the Company’s revenues for fiscal 2023 and 2022) For the years ended June 30, 2023 2022 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 217 $ 233 $ (16) (7) % Operating expenses (67) (98) 31 32 % Selling, general and administrative (440) (461) 21 5 % Segment EBITDA $ (290) $ (326) $ 36 11 % Revenues at the Corporate and Other for fiscal 2023 and 2022 include revenues generated by Credible and the operation of the FOX Studio lot.
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.
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 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.
The Company 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. Income Taxes The Company is subject to income tax primarily in various domestic jurisdictions.
The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant: Changes in Assumption Impact on Annual Pension Expense Impact on PBO 0.25 percentage point decrease in discount rate Increase $3 million Increase $28 million 0.25 percentage point increase in discount rate Decrease $2 million Decrease $27 million 0.25 percentage point decrease in expected rate of return on assets Increase $2 million — 0.25 percentage point increase in expected rate of return on assets Decrease $2 million — Fiscal 2024 net periodic pension expense for the Company’s pension plans is expected to decrease to approximately $55 million primarily due to an increase in discount rates and asset gains during fiscal 2023. 53 Legal Matters The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated.
The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant: Changes in Assumption Impact on Annual Pension Expense Impact on PBO 0.25 percentage point decrease in discount rate Increase $3 million Increase $27 million 0.25 percentage point increase in discount rate Decrease $2 million Decrease $26 million 0.25 percentage point decrease in expected rate of return on assets Increase $2 million — 0.25 percentage point increase in expected rate of return on assets Decrease $2 million — Fiscal 2025 net periodic pension expense for the Company’s pension plans is expected to decrease to approximately $35 million primarily due to an improvement of funded status.
Partially offsetting this increase was the absence of NFL Thursday Night Football (“ TNF ”) and lower ratings at the FOX Network in the current year. The increase in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022 and higher FOX Nation subscription revenues.
The increase of $60 million or 5% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022 and higher FOX Nation subscription revenues.

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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, 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
Biggest changeInformation on the Company’s investments with exposure to stock price risk is presented below: As of June 30, 2024 2023 (in millions) Fair Value Total fair value of common stock investments $ 797 $ 884 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted market prices $ (80) $ (88) Concentrations of Credit Risk See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Concentrations of Credit Risk.” 59
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.
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 such debt.
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.
Information on financial instruments with exposure to interest rate risk is presented below: As of June 30, 2024 2023 (in millions) Fair Value Borrowings: liability $ 7,017 $ 6,895 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted interest rates $ 297 $ 267 Stock Prices The Company has common stock investments in publicly traded companies that are subject to market price volatility.
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.
As of June 30, 2024, all the Company’s financial instruments with exposure to interest rate risk were 58 denominated in U.S. dollars and no variable-rate debt was outstanding.

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