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What changed in Fox Corporation (Class B)'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Fox Corporation (Class B)'s 2024 and 2025 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 2025 report.

+329 added−415 removedSource: 10-K (2025-08-06) vs 10-K (2024-08-08)

Top changes in Fox Corporation (Class B)'s 2025 10-K

329 paragraphs added · 415 removed · 285 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

117 edited+14 added−51 removed92 unchanged
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.
Biggest changeTelevision Households in the DMA (a) KTXH (b) 19(20) UHF Atlanta, GA* 7 WAGA-TV 27(5) UHF 2.2% Washington, DC* 8 WTTG 36(5) UHF 2.1% WDCA (b)(e) 36(20) UHF San Francisco, CA* 10 KTVU 31(2) UHF 2.0% KICU-TV (b) 36(36) UHF Tampa, FL* 11 WTVT 12(13) VHF 1.8% Phoenix, AZ* 12 KSAZ-TV 10(10) VHF 1.7% KUTP (b) 26(45) UHF Seattle-Tacoma, WA* 13 KCPQ 13(13) VHF 1.7% KZJO (b) 36(22) UHF Detroit, MI* 14 WJBK 7(2) VHF 1.5% Orlando, FL* 15 WOFL 22(35) UHF 1.5% WRBW (b) 28(65) UHF Minneapolis, MN* (f) 16 KMSP-TV 9(9) VHF 1.5% WFTC (b) 29(29) UHF Austin, TX* 34 KTBC 7(7) VHF 0.8% Milwaukee, WI 38 WITI (g) 31(6) UHF 0.8% Gainesville, FL* 157 WOGX 31(51) UHF 0.1% TOTAL 38.5% Source: Nielsen, January 2025 * 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.
Business Overview FOX produces and delivers compelling news, sports and entertainment content through its iconic brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group.
Business Overview FOX produces and delivers compelling news, sports and entertainment content through its iconic brands, including FOX News Media, FOX Sports, Tubi Media Group, FOX Entertainment and FOX Television Stations.
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 .
Under FCC rules, one of the three hours per week may air on a television 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 .
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.
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, INDYCAR and UFL.
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.
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; 12 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.
ABC, NBC and CBS each broadcast a significantly greater number of hours of programming than the FOX Network and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than the FOX Network. Technological developments are also continuing to affect competition within the broadcast television marketplace.
ABC, NBC and CBS each broadcast a significantly greater number of hours of programming than the FOX 10 Network and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than the FOX Network. Technological developments are also continuing to affect competition within the broadcast television marketplace.
The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Freelance employees who work a minimum number of hours are also eligible for a medical, dental and vision plan, as well as our FOX 401(k) Savings Plan and the health advocate service.
The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Freelance employees who work a minimum number of hours are also eligible for a medical, dental and vision plan, as well as the 401(k) savings plan and health advocate service.
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.
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.
In November 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using the “Next Generation” broadcast television transmission standard 13 developed by the Advanced Television Systems Committee, Inc., also referred to as “ATSC 3.0” or “NEXTGEN TV”.
In November 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using the “Next Generation” broadcast television transmission standard developed by the Advanced Television Systems Committee, Inc., also referred to as “ATSC 3.0” or “NEXTGEN TV”.
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.
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.
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.
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.
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.
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.
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.
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 1,350 hours of local news coverage each 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.
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 1,350 hours of local news coverage every week.
The Company differentiates itself in a crowded media and entertainment marketplace through its simple structure, the leadership positions of its brands and premium programming that focus on live and “appointment-based” content, a significant presence in major markets, and broad distribution of its content across traditional and digital platforms. Our Competitive Strengths Premium brands that resonate deeply with viewers.
The Company differentiates itself in a crowded media and entertainment marketplace through the leadership positions of its brands and premium programming that focus on live and “appointment-based” content, a significant presence in major markets, and broad distribution of its content across traditional and digital platforms. Our Competitive Strengths Premium brands that resonate deeply with viewers.
In certain years, FOX Sports broadcasts the Super Bowl , the FIFA Men’s and Women’s World Cup , the Copa América tournament and the UEFA European Championship .
In certain years, FOX Sports broadcasts the Super Bowl , the FIFA Men’s World Cup , the Copa América tournament and the UEFA European Championship .
A number of privacy and data security bills that address the collection, retention and use of personal information, breach notification requirements and cybersecurity that would impose additional obligations on businesses, including in connection with targeted advertising, are pending or have been adopted at the state and federal level.
A number of privacy and data security bills and regulations that address the collection, retention, disclosure, and use of personal information, breach notification requirements and cybersecurity that would impose additional obligations on businesses, including in connection with targeted advertising, are pending or have been adopted at the state and federal level.
A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN. (d) WPWR-TV channel shares with WFLD. (e) WDCA channel shares with WTTG. (f) Independent station. (g) The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN.
A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN. (d) WPWR-TV channel shares with WFLD. (e) WDCA channel shares with WTTG. (f) The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN.
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.
These include the FLX (or FOX Local Extension) digital advertising platform and digital distribution businesses, including the FOX Local Streams, LiveNOW from FOX 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.
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.
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 Local Streams and FOX Soul FAST services, in addition to distributing its local news programming on Tubi and across a range of third-party platforms.
The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, asserting infringement claims, and by pursing takedowns and/or monetization of Company content uploaded to the Internet by third parties without Company authorization.
The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, asserting infringement claims, and by pursuing takedowns and/or monetization of Company content uploaded to the Internet by third parties without Company authorization.
Tubi’s ubiquitous availability provides broad distribution of films, episodic television programming, live local and national news content and sports programming. Tubi carries over 100 local station feeds (including feeds of our owned and operated stations), covering 77 DMAs and 23 of the top 25 markets.
Tubi’s ubiquitous availability provides broad distribution of films, episodic television programming, live local and national news content and sports programming. Tubi carries over 100 local station feeds (including feeds of our owned and operated stations), covering 78 DMAs and 23 of the top 25 markets.
Recognizing the industry-wide changes in viewership habits, FOX Entertainment has continued to expand its footprint across owned and unscripted content, including leveraging the breadth of offerings from FOX Entertainment studios to populate its primetime lineup and reduce its reliance on third-party content providers.
Recognizing the industry-wide changes in viewership habits, FOX Entertainment has continued to expand its footprint across unscripted content, leveraging the breadth of offerings from FOX Entertainment Studios to populate its primetime lineup and reduce its reliance on third-party content providers.
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.
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 described below.
Additionally, a number of states have recently introduced or passed legislation as it relates to disclosures of the use of artificial intelligence (“AI”) in political advertising. The disclosure and record retention requirements for AI in political advertising vary greatly by state.
Additionally, a number of states have recently introduced or passed legislation as it relates to disclosures of the use of artificial intelligence (“AI”) in political advertising. The disclosure and record retention requirements for AI in political advertising vary greatly by state. Broadcast Affiliation .
Competition for audiences is based primarily on the selection of programming, the acceptance of which is dependent on the reaction of the viewing public, which is often difficult to predict. Other Operating Segments FOX Studio Lot FOX owns the FOX Studio Lot in Los Angeles, California.
Competition for audiences is based primarily on the selection of programming, the acceptance of which is dependent on the reaction of the viewing public, which is often difficult to predict. Other FOX Studio Lot FOX owns the FOX Studio Lot in Los Angeles, California.
The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production and post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other television and film production facilities.
The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production and post-production services available to service a wide array of industry clients, including 15 sound stages, theaters and screening rooms, editing rooms and other television and film production facilities.
Our asset portfolio also includes the FOX Studio Lot in Los Angeles, California, which spans over 50 acres and close to 2 million square feet of space for administration and television and film production services available to industry clients, including 15 sound stages, two broadcast studios, and other production facilities.
Our asset portfolio also includes the FOX Studio Lot in Los Angeles, California, which spans over 50 acres and close to 2 million square feet of space for administration and television and film production services available to industry clients, including 15 sound stages, and other production facilities.
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 11 stations broadcasting programming from MyNetworkTV. FOX Television Stations also operates a portfolio of digital businesses.
Station KFTC is in addition to the 29 full power stations described in this section. (h) WITI hosts television station WVCY, Milwaukee, WI, licensed to VCY America, Inc., an unrelated third party pursuant to a channel sharing agreement between WITI Television, LLC, the predecessor in interest of FOX Television Stations, and VCY America, Inc.
Station KFTC is in addition to the 29 full power stations described in this section. 9 (g) WITI hosts television station WVCY, Milwaukee, WI, licensed to VCY America, Inc., an unrelated third party pursuant to a channel sharing agreement between WITI Television, LLC, the predecessor in interest of FOX Television Stations, and VCY America, Inc.
FOX News also produces a weekend political commentary show, FOX News Sunday , for broadcast on the FOX Television Stations and stations affiliated with the FOX Network throughout the U.S. FOX News also produces FOX News Audio, which licenses news updates, podcasts, and long-form programs to local radio stations and to mobile, Internet and satellite radio providers. FS1 .
FOX News also produces a weekend political commentary show, FOX News Sunday , for broadcast on the FOX Television Stations and stations affiliated with the FOX Network throughout the U.S. Additionally, FOX News Audio produces news updates, podcasts and long-form programs and licenses content to local radio stations and mobile, Internet and satellite radio providers. FS1 .
In addition to live events, FS1 offers daily studio shows featuring key talent, including Colin Cowherd, Nick Wright and Emmanuel Acho. FS2 . FS2 is a multi-sport national network that features live events, including NASCAR, collegiate sports, horse racing, rugby, soccer and motor sports. FOX Sports Racing .
In addition to live events, FS1 offers daily studio shows featuring key talent, including Colin Cowherd and Nick Wright. FS2 . FS2 is a multi-sport national network that features live events, including NASCAR, collegiate sports, horse racing, rugby, soccer, motor sports and golf. FOX Sports Racing .
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 Big Ten Network also owns and 5 operates B1G+, 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’s websites and apps include FOX.com, FOXSports.com, TMZ.com, the FOX Sports app and the TMZ app and provide live and/or on-demand streaming of FOX Network shows and programming from broadcast stations affiliated with the FOX Network. Other digital properties offering Television segment programming and other content include Tubi and the TMZ FAST service.
The Company’s websites and apps, which include FOX.com, FOXSports.com and TMZ.com and the FOX Sports and TMZ mobile apps, provide live and/or on-demand streaming of FOX Network shows and programming from broadcast stations affiliated with the FOX Network. Other digital properties offering Television segment programming and other content include Tubi and the TMZ FAST service.
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.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, 2025 (“fiscal 2025”) 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.
(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.
(branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 185 licensee stations, including 11 stations owned and operated by the Company, and is available to approximately 95% of U.S. households as of June 30, 2025. Competition The network television broadcasting business is highly competitive.
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.
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 World Cup , Major League Soccer (“MLS”), the UFL, the Union of European Football Associations (“UEFA”) European Championship , UEFA Nations League, Concacaf and CONMEBOL soccer, INDYCAR, LIV Golf and horse racing.
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.
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, INDYCAR and LIV Golf.
Entertainment programming is obtained from major television studios, including 20 th Television (formerly known as Twentieth Century Fox Television and which is owned by Disney), Sony Pictures Television and Warner Bros. Television, and independent television production companies pursuant to license agreements.
Entertainment programming is obtained from major television studios, including 20th Television (formerly known as Twentieth Century Fox Television and which is owned by Disney), Sony Pictures Television and Warner Bros. Television, and independent television production companies pursuant to license agreements.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 29 broadcast seasons.
The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 30 broadcast seasons.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until 2026 will predominantly be Disney productions. Credible The Company holds 66% of the equity in Credible Labs Inc.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until March of 2026 are predominantly Disney productions. Credible The Company holds 66% of the equity in Credible Labs Inc.
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 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 approximately 60 million U.S. households and FOX Sports and FOX Entertainment programming on the FOX Network is available in virtually every U.S. market.
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 among adults 25-54.
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.
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 and The CW 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+, YouTube, Peacock, Amazon Prime Video, Netflix, Apple TV+, Paramount+, HBO Max and Roku, among others.
During the 2023-2024 broadcast season, the FOX Network ranked #2 in the 18 to 49 and 18 to 34 year old audiences and #1 in the male 18 to 49 and 18 to 34 year old audiences (based on Nielsen’s live+7 ratings).
During the 2024-2025 broadcast season, the FOX Network ranked #1 in the 18 to 49 and 18 to 34 year old audiences and #1 in the male 18 to 49 and 18 to 34 year old audiences (based on Nielsen’s live+7 ratings).
The FOX Network also provides live coverage of MLB (including the post-season and the World Series ), college football and basketball, the NASCAR Cup Series (including the Daytona 500 ), MLS and the UFL.
The FOX Network also provides live coverage of MLB (including the post-season and the World Series ), college football and basketball, MLS, the NASCAR Cup Series (including the Daytona 500 ), INDYCAR, LIV Golf and the UFL.
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. FOX Business is a business news national cable channel and was the #1 business network in business day among total viewers during fiscal 2024.
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 tenth consecutive year. FOX Business is a business news national cable channel and was the #1 business network in business day among total viewers during fiscal 2025.
These services include LiveNOW from FOX, which offers live news coverage; FOX Soul, a service dedicated to the African American viewer that features original and syndicated programming; and FOX Locals, a group of FAST services that offer live and recorded content from over 15 FOX-owned and operated local television stations.
These services include LiveNOW from FOX, which offers live news coverage; FOX Local Streams, a group of FAST services that offer live and recorded content from 17 FOX-owned and operated local television stations; and FOX Soul, a service dedicated to the African American viewer that features original and syndicated programming.
Tubi continues to experience significant growth in total view time across a library of over 260,000 movies and television episodes, including key FOX entertainment, news and sports programming, and it streamed approximately 9.7 billion hours of content over the course of the fiscal year (a record for the platform).
Tubi continues to experience significant growth in total view time across a library of nearly 300,000 movies and television episodes, including key FOX entertainment, news and sports programming, and it streamed approximately 11 billion hours of content over the course of the fiscal year (a record for the platform).
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. Credible is a U.S. consumer finance marketplace.
Eighteen of the broadcast television stations are affiliated with the FOX Network and 11 are affiliated with MyNetworkTV. The segment also includes various production companies that produce content for the Company and third parties. Credible is a U.S. consumer finance marketplace.
FOX Entertainment Global engages in domestic and international sales and licenses of scripted and unscripted series and other programs owned or controlled by various FOX entities, as well as content owned by third parties that contract with Fox Entertainment Global for distribution.
FOX Entertainment Global engages in domestic and international sales and licenses of scripted and unscripted series and other programs owned or controlled by various FOX entities, as well as content owned by third parties that contract with FOX Entertainment Global for distribution. MyNetworkTV The programming distribution service, Master Distribution Service, Inc.
(“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.
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 .
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 9.7 million cable and satellite households in the U.S., of which approximately 1.9 million are Hispanic. The Big Ten Network .
Examples of this include digital brand extensions at FOX News Media, including the FOX Nation SVOD service and the FOX Weather FAST service. At Tubi, our investment in content, technology and marketing has yielded new viewers and increased engagement from our audience, which has translated into robust revenue growth.
Examples of this include digital brand extensions at FOX News Media, including the FOX Nation SVOD service and the FOX Weather free ad-supported streaming television (“FAST”) service. At Tubi, our investment in content, technology and marketing 3 has yielded new viewers and increased engagement from our audience, which has translated into robust revenue growth.
We believe the strength and leadership of our brands will continue to support industry leading affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the opportunities and challenges traditional media companies are facing as technologies and changes in consumer behavior continue to rapidly evolve. Significant presence and relevance in major domestic markets.
We believe the strength and leadership of our brands will continue to support our ability to secure industry leading affiliate rate and advertising price increases, while enabling us to nimbly respond to the opportunities and challenges traditional media companies are facing as technologies and changes in consumer behavior continue to rapidly evolve. Significant presence and relevance in major domestic markets.
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.
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.
The businesses in this segment include FOX News Media (which includes FOX News and FOX Business) and our primary cable sports programming networks FS1, FS2, the Big Ten Network and FOX Deportes. 4 The following table lists the Company’s significant cable networks and the number of subscribers as estimated by Nielsen: As of June 30, 2024 2023 (in millions) FOX News Media Networks FOX News 67 72 FOX Business 65 70 FOX Sports Networks FS1 67 72 FS2 48 52 The Big Ten Network 45 48 FOX Deportes 12 13 FOX News Media .
The businesses in this segment include FOX News Media (which includes FOX News and FOX Business) and our primary cable sports programming networks FS1, FS2, the Big Ten Network and FOX Deportes. 4 The following table lists the Company’s significant cable networks and the number of subscribers as estimated by Nielsen: As of June 30, 2025 2024 (in millions) FOX News Media Networks FOX News 61 67 FOX Business 60 65 FOX Sports Networks FS1 61 67 FS2 44 48 The Big Ten Network 42 45 FOX Deportes 10 12 FOX News Media .
We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel.
Workplace Civility and Inclusion Trust begins in the workplace every single day. We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel.
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.
We have maintained significant liquidity, ending fiscal 2025 with approximately $5.4 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 and retiring $600 million of debt during fiscal 2025.
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.
FOX Entertainment primetime programming during the 2024-2025 broadcast season featured such scripted series as Doc, Alert: Missing Persons Unit and The Cleaning Lady , along with the FOX Entertainment-owned comedies Animal Control and Going Dutch ; animated series, including The Simpsons, Bob's Burgers, Family Guy and The Great North ; and unscripted series, such as the game show The Floor , Next Level Chef and Kitchen Nightmares 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.
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 .
FOX Alternative 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 .
As of June 2024, Tubi is available on 32 digital platforms, including connected television devices, and online at www.tubitv.com. In fiscal 2024, the service generated approximately 9.7 billion hours of total view time (the total number of hours watched) and finished the fiscal year with approximately 2.0% of all television viewing according to Nielsen’s The Gauge .
As of June 2025, Tubi is available on the vast majority of streaming platforms, including connected television devices, and online at www.tubitv.com. In fiscal 2025, the service generated approximately 11 billion hours of total view time (the total number of hours watched) and finished the fiscal year with approximately 2.2% of all television viewing according to Nielsen’s The Gauge .
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 .
A leader in marquee live sports broadcasts, FOX Sports programs the National Football League (“NFL”) featuring America's Game of the Week ), college football (including the Big Ten Conference), Major League Baseball's (“MLB”) Regular Season, All-Star Game and post-season, including exclusive rights to the 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 World Cup .
In addition FOX Sports holds a 10-year call option expiring in December 2030 to acquire an 18.6% equity interest in Flutter's majority-owned subsidiary, FanDuel Group ("FanDuel"), the exercise of which is subject to certain conditions and applicable gambling regulatory approvals. As of June 30, 2024, the option exercise price is approximately $4.3 billion.
The Company owns approximately 4.3 million ordinary shares, which represents approximately 2.4% of Flutter as of June 30, 2025. In addition, FOX Sports holds a 10-year call option expiring in December 2030 to acquire an 18.6% equity interest in Flutter's majority-owned subsidiary, FanDuel Group ("FanDuel"), the exercise of which is subject to certain conditions and applicable gambling 11 regulatory approvals.
This extension may impact the adoption and roll out of both video and non-video ATSC 3.0 services, as well as the broadcast requirements for the ATSC 1.0 standard. Violation of FCC regulations can result in substantial monetary forfeitures, periodic reporting conditions, short-term license renewals and, in egregious cases, denial of license renewal or revocation of license.
This proceeding may impact the roll out of both video and non-video ATSC 3.0 services. 13 Violation of FCC regulations can result in substantial monetary forfeitures, periodic reporting conditions, short-term license renewals and, in egregious cases, denial of license renewal or revocation of license.
FOX News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com, CNBC.com, Bloomberg.com, Yahoo.com and The Wall Street Journal Online, among others. FOX Sports.
FOX News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com, CNBC.com, Bloomberg.com, Yahoo.com, The Wall Street Journal Online, YouTube, social media platforms and audio and podcast networks, among others. FOX Sports .
In fiscal 2024, Tubi expanded 3 its content library through the premiere of over 140 new original titles and the launch of over 60 sports, entertainment and local news channels, for a total of over 280 sports, entertainment and local news channels as of the end of the fiscal year.
In fiscal 2025, Tubi expanded its content library through the premiere of over 70 new original titles and the launch of 40 sports, entertainment and local news channels, for a total of over 320 sports, entertainment and local news channels as of the end of the fiscal year.
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.
The Company also operates a co-owned production company with Gordon Ramsay called Studio Ramsay Global that develops, produces and distributes culinary and lifestyle programming such as Next Level Chef and Next Level Baker for FOX, and other programs for global markets.
In the ordinary course of our business and consistent with industry practice, we also employ freelance and temporary workers who provide important production and broadcast support services. The vast majority of our workforce is based in the United States, and a portion is unionized.
As of June 30, 2025, we had approximately 10,400 full-time employees. In the ordinary course of our business and consistent with industry practice, we also employ freelance and temporary workers who provide important production and broadcast support services. The vast majority of our workforce is based in the United 15 States, and a portion is unionized.
The median age of the FOX Network viewer is 58 years, as compared to 65 years for ABC, 66 years for CBS and 65 years for NBC. • FOX Sports .
The median age of the FOX Network viewer is 56 years, as compared to 63 years for ABC, 64 years for CBS and 62 years for NBC. • FOX Sports .
Government Regulation The Communications Act and FCC Regulation The television broadcast industry in the U.S. is highly regulated by federal laws and regulations issued and administered by various agencies, including the FCC.
As of June 30, 2025, the Company owns approximately 42% of the UFL. Government Regulation The Communications Act and FCC Regulation The television broadcast industry in the U.S. is highly regulated by federal laws and regulations issued and administered by various agencies, including the FCC.
Television Households in the DMA (a) New York, NY 1 WNYW 27(5) UHF 6.0% 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 Houston, TX* 6 KRIV 26(26) UHF 2.2% KTXH (b) 19(20) UHF Atlanta, GA* 7 WAGA-TV 27(5) UHF 2.2% Washington, DC* 9 WTTG 36(5) UHF 2.1% WDCA (b)(e) 36(20) UHF San Francisco, CA* 10 KTVU 31(2) UHF 2.0% KICU-TV (f) 36(36) UHF Phoenix, AZ* 11 KSAZ-TV 10(10) VHF 1.7% KUTP (b) 26(45) UHF Tampa, FL* 12 WTVT 12(13) VHF 1.7% 7 DMA/Rank Station Digital Channel RF (Virtual) Type Percentage of U.S.
Television Households in the DMA (a) New York, NY 1 WNYW 27(5) UHF 6.0% WWOR-TV (b)(c) 25(9) UHF Los Angeles, CA* 2 KTTV 11(11) VHF 4.6% KCOP-TV (b) 13(13) VHF Chicago, IL* 3 WFLD 24(32) UHF 2.9% WPWR-TV (b)(d) 31(50) UHF Dallas, TX* 4 KDFW 35(4) UHF 2.6% KDFI (b) 27(27) UHF Philadelphia, PA* 5 WTXF-TV 31(29) UHF 2.5% Houston, TX* 6 KRIV 26(26) UHF 2.2% 8 DMA/Rank Station Digital Channel RF (Virtual) Type Percentage of U.S.
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.
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 tenth consecutive year and delivered ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing.
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.
Our Employment Information Report (EEO-1) is available on our website at www.foxcorporation.com . 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.
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.
Eligible employees receive paid time-off programs, including vacation and sick and safe time, benefits such as life insurance, accidental death and dismemberment insurance, salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable gift matching, and an employee assistance program that offers onsite counseling in our New York and Los Angeles worksites.
The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company. 15 Human Capital Resources Our workforce is the creative, strategic and operational engine of FOX’s success, and we are committed to developing and supporting our employees.
The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company.
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.
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 78 DMAs and 23 of the top 25 markets.
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).
A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2024-2025 broadcast season live coverage of the NFL, featuring America's Game of the Week .
TMZ produces daily syndicated magazine programs, broadcast and other television specials, and other content for distribution on traditional and digital platforms, including FOX Television Stations, Tubi, FOX Nation and other digital platforms.
FOX Entertainment Studios Through its FOX Entertainment Studios business, the Company produces entertainment programming for its own traditional and digital entertainment platforms, as well as for third parties. TMZ produces daily syndicated magazine programs, broadcast and other television specials, and other content for distribution on traditional and digital platforms, including FOX Television Stations, Tubi, FOX Nation and other digital platforms.
FOX has no 11 obligation to commit capital towards this opportunity unless and until it exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX's consent or approval from the arbitrator.
As of June 30, 2025, the option exercise price is approximately $4.5 billion. FOX has no obligation to commit capital towards this opportunity unless and until it exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX's consent or approval from the arbitrator who presided over a FOX-Flutter arbitration in 2021 and 2022.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 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.
Biggest changeFactors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits.
FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as advertising market conditions, changes in consumer behavior, and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections.
FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as changes in consumer behavior, advertising market conditions and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections.
A decline in the ratings or popularity of the Company’s entertainment, news or sports programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
A decline in the ratings or popularity of the Company’s news, sports or entertainment programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, viewers, and others with whom we do business; and delays in or the cancellation of announced transactions may occur.
Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, viewers, and others with whom we do business; and delays in or the cancellation of announced transactions or initiatives may occur.
Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.
Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights, the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.
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.
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 nation 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.
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.
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.
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.
New distribution platforms and offerings, 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.
While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are 24 costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
The Company’s Amended and Restated Certificate of Incorporation authorizes the Board to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder; voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.
The Company’s Amended and Restated Certificate of Incorporation authorizes the Board 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 26 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.
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.
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 19 agreements on terms that are favorable to all our networks.
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.
Risks Related to Macroeconomic Conditions, Our Business and Our Industry Changes in consumer behavior and evolving technologies and distribution platforms and offerings 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.
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.
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 significant percentage of the voting power of the Company’s outstanding voting stock.
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.
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, commentators, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements.
Increased competition in the acquisition of programming may also affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty.
Increased competition in the acquisition of programming may affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty.
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.
In addition, the 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.
Our brands, particularly the FOX brand, are among our most valuable assets. We believe that our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business.
Our brands, particularly the FOX brand, are among our most valuable assets. We believe our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business.
See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these matters.
See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these 27 matters.
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.
In particular, the 28 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 specifi c, 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.
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.
Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.90% of FOX Class B Common Stock. This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.
The manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what is real.
For example, the manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what is real.
Risks Related to the Company’s Separation from 21CF The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The 32 indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
Risks Related to the Company’s Separation from 21CF The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The 29 indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
If those laws are interpreted in ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing our rights may increase.
If those laws are interpreted in ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing its rights may increase.
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.
To the extent 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.
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.
The Company’s Board has approved a $12 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.
Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, as described above, and increasing inflation raises our labor and other costs required to operate our business.
Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, and increasing inflation raises our labor and other costs required to operate our business.
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.
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 22 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.
Consumer preferences have evolved toward SVOD, AVOD and FAST services and other direct-to-consumer offerings. An increasing number of FAST services and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future.
Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services. An increasing number of FAST and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future.
In addition, ongoing conflicts in the Middle East and Europe, as well as other geopolitical events, including tensions with North Korea, Russia, China and other states, may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption).
In addition, ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption and attacks).
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.
From time to time, we are subject to various legal proceedings (including class action and individual lawsuits, administrative complaints, 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, free speech, data privacy and protection, regulatory requirements, and advertising, marketing and selling practices.
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.
However, if the Company fails to effectively safeguard and monetize 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.
As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services, which have had a negative impact on the number of subscribers to the Company’s networks. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future.
As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services over the last several years, which have had a negative impact on the number of subscribers to the Company’s networks. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future.
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.
For more information, see Item 1, “Business – Government Regulation – Privacy and Information Regulation.” Risks Relating to Legal and Regulatory Matters Changes in laws and regulations, or the interpretation or enforcement thereof, may have an adverse effect on the Company’s business, financial condition or results of operations.
If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming.
If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact our sports programming viewership and advertising and affiliate fee revenues.
These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward digital and mobile offerings, some of which may not be as beneficial to us as traditional advertising methods.
These changes have also given rise to new 18 ways of purchasing advertising, as well as a general shift in advertising expenditures toward streaming and other digital offerings, some of which may not be as beneficial to us as traditional advertising methods.
Other new technological developments, including the development and use of generative AI in our industry, are rapidly evolving, and the advantages and risks associated with its use are largely uncertain. 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.
Other new technological developments are rapidly evolving in our industry such as the development and use of generative AI, including large language model applications, and the advantages and risks associated with its use are largely uncertain. 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.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market as described further below.
Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing on our broadcast television and cable networks and the popularity of the competing teams.
Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of 21 sports events and their availability for viewing on our networks and the popularity of the competing teams.
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.
These 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.
There can be no assurance that our news, sports and entertainment personalities will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.
There can be no assurance that they will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.
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.
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, and the FIFA World Cup , which occurs every four years, and other regular and post-season sports events that air on our networks.
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.
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 FOX One direct-to-consumer subscription streaming service expected to launch by the Fall of 2025.
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.
The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate, as described in Item 1 “Business – Government Regulation.” The U.S. television broadcasting and traditional MVPD industries are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC.
The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ basic programming tiers could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time.
The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ most widely distributed programming tiers or their targeted, genre-focused programming tiers (sometimes referred to as “skinny bundles”) could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time.
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.
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.
In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and the proliferation of user-generated content sites and live and stored video streaming sites, which deliver unauthorized copies of copyrighted content, including those emanating from other countries in various languages, may adversely impact the Company’s businesses.
In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and distribution to MVPDs with set-top boxes, and the proliferation of user-generated content sites and live and stored video streaming sites that deliver unauthorized copies of copyrighted content may adversely impact the Company’s businesses.
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.
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.
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.
The number and complexity of these laws 25 and regulations continues to increase. For example, more than a dozen 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 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.
The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses. 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.
Consolidation, partnerships and other alliances among our competitors and other industry participants have increased, and may continue to do so, further intensifying competitive pressures.
Industry consolidation and alliances among industry participants have also increased, and may continue to do so, intensifying competitive pressures.
In 2020, the FCC began reallocating and “re-packing” a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services.
In 2020, the FCC reallocated sixty percent of a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services. This has reduced the availability and use of satellite transmission spectrum for the television industry.
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.
Currently, there are a limited number of communications satellites available for the transmission of programming. 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.
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.
For instance, the inability of the Company’s counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.
For instance, the inability of the Company’s counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses. 20 There can be no assurance that weakening of economic conditions or volatility or disruption in the financial markets will not occur.
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’s affiliate fee and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future. 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.
As described above, technological changes and the evolution of consumer preferences toward direct-to-consumer offerings has intensified audience fragmentation and reduced viewership through traditional linear distribution models, which has caused ratings and viewership declines for television networks, including ours.
The evolution of consumer preferences toward direct-to-consumer streaming offerings and other digital products and the increasing number of entertainment choices has intensified audience fragmentation and reduced viewership through traditional linear distribution models. This has caused ratings and viewership declines for television networks, including some of our networks.
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.
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 sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels.
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.
Any labor disputes that occur in any such league may preclude us from airing or otherwise 23 distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations. The Company has recognized, and could continue to recognize, asset impairment charges for goodwill, intangible assets, programming and other assets and investments.
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.
Any of the foregoing could have a material adverse effect on FOX’s 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. The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations.
The distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted as a result of local disasters, including extreme weather, that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming.
The distribution facilities include communications satellites, uplinks, downlinks, and studio and transmitter facilities. Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities, or as a result of an impairment of a satellite.
Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or at all.
There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or at all.
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.
These developments include recent advances in AI and large language model applications, 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.
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 such charge could be material to the Company’s reported net earnings in a given reporting period.
The occurrence of certain events or circumstances has resulted in, and could continue to result in, a downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets that could result in a non-cash impairment charge.
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.
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.
The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company.
The legal landscape for new technologies remains uncertain, and legal developments in this area could negatively impact the Company’s ability to deploy new technologies or its ability to protect against uses of FOX’s proprietary content by unauthorized third parties, including generative AI developers.
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.
Consumers’ increasing viewership through direct-to-consumer offerings 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. 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.
If negative impacts on advertising revenues continue or accelerate, they could have a material adverse effect on the Company's business, financial condition or results of operations.
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. If negative impacts on advertising revenues continue or accelerate, they could have a material adverse effect on the Company's business, financial condition or results of operations.
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.
From time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined and regulated by the FCC), which could negatively impact the Company’s distribution model.
To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted.
To the extent our content is not compelling to consumers, it may adversely impact our ability to maintain a positive reputation.
For example, the Company is required to apply for and operate in compliance with licenses from the FCC to operate a television station, purchase a new television station, or sell an existing television station, with licenses generally subject to an eight-year renewable term.
Among other things, the Company is required to apply for and operate in compliance with licenses from the FCC to operate its television stations, purchase a new television station, or sell an existing television station. 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 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.
The composition of our competitors has evolved in recent years with the entrance of new participants, including companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.
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.
Such events have caused, and may in the future cause, delays in production, higher production costs and increased costs of labor, 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.
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.
Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve and are actively working to improve our internal measurement capabilities, we are still largely dependent on third parties to provide these solutions.
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.
When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred in the past, and such events could occur in the future.
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.
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.
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.
If they do, it could have a material adverse impact on the Company’s business, financial condition or results of operations. The Company operates in a rapidly evolving and highly competitive industry. The Company competes with other companies for high-quality content, talent, audiences, advertisers’ expenditures and distribution.
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.
In addition, factors such as terrorist acts, wars, political uncertainties and hostilities, natural and other disasters and widespread health emergencies can also negatively impact advertising revenues.
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.
These competitors could also have preferential access to competitive information such as customer data or important technologies such as generative AI technologies, including large language model applications. Generative AI may enable new competitors to rapidly produce large volumes of content and replicate or imitate our proprietary content without authorization, attribution or compensation.
Removed
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.
Added
In addition, increased digital advertising available in the marketplace due to the proliferation of advertising-supported direct-to-consumer offerings has intensified, and may continue to intensify, competition for viewers and advertising. Periods of economic weakness also could accelerate industry-wide shifts in advertising expenditures from linear to digital advertising.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFrom time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has been material to the Company’s businesses to date, FOX expects to continue to be subject to cybersecurity threats and attacks and there can be no assurance that the Company will not experience a material incident.
Biggest changeFrom time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has materially affected the Company’s businesses to date, FOX expects to continue to be subject to cybersecurity threats and attacks and there can be no assurance that the Company will not experience a material incident.
FOX’s cybersecurity program is based on recognized best practices and standards applicable to our industry. The Company engages a third-party firm to assess the overall maturity of its program against the NIST Framework on a bi-annual basis. This evaluation includes an assessment of how the program evaluates and 33 mitigates risk, as well as how it compares against industry benchmarks.
FOX’s cybersecurity program is based on recognized best practices and standards applicable to our industry. The Company engages a third-party firm to assess the overall maturity of its program against the NIST Framework on a bi-annual basis. This evaluation includes an assessment of how the program evaluates and 30 mitigates risk, as well as how it compares against industry benchmarks.
The Company’s cybersecurity program, which aligns to the National Institute of Standards and Technology Cybersecurity Framework (the “NIST Framework”) includes, among other things: • regular internal and external penetration testing of our technology environments at the application, infrastructure and network level, covering the systems, products and practices collecting or storing confidential business and personal information— including user data—in accordance with the Company’s security policies.
The Company’s cybersecurity program, which aligns to the National Institute of Standards and Technology Cybersecurity Framework (the “NIST Framework”) includes, among other things: • regular internal and external penetration testing of our technology environments at the application, infrastructure and network level, covering the systems, products and practices collecting or storing confidential business and personal information— including user data—in accordance with the Company’s secu rity policies.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production/post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other television and film production facilities.
Biggest changeThe historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production/post-production services available to service a wide array of industry clients, including 15 sound stages, theaters and screening rooms, editing rooms and other television and film production facilities.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until 2026 will predominantly be Disney productions.
The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until March of 2026 will predominantly be Disney productions.
Each 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.
Each of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual 31 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. 35 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. 32 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 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.
Biggest changeBelow is a summary of the Company’s repurchases of its Class A Common Stock during fiscal 2025: 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 2025 6,376,797 $ 39.22 Second quarter fiscal 2025 5,480,348 45.62 Third quarter fiscal 2025 4,682,037 53.38 April 1, 2025 - April 30, 2025 997,155 50.14 May 1, 2025 - May 31, 2025 2,351,080 55.29 June 1, 2025 - June 30, 2025 1,281,951 54.60 Total fiscal 2025 21,169,368 47.24 $ 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.
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
In total, the Company repurchased approximately 21 million shares of Class A Common Stock for approximately $1 billion during fiscal 2025. ITEM 6. [RESERVED] 33
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.
As of June 30, 2025, there were approximately 12,900 holders of record of shares of Class A Common Stock and approximately 2,700 holders of record of shares of Class B Common Stock.
Removed
(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.
Added
Subsequent to June 30, 2025, the Company announced that the Board has authorized incremental stock repurchases of an additional $5 billion of Class A and Class B Common Stock. With this increase, the Company’s total stock repurchase authorization is now $12 billion .
Removed
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.
Removed
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

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Biggest changeFiscal 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).
Biggest changeAdjusted EBITDA may not be comparable to similarly titled measures reported by other companies. 40 Fiscal 2025 versus Fiscal 2024 The following table reconciles Net income to Adjusted EBITDA for fiscal 2025, as compared to fiscal 2024: For the years ended June 30, 2025 2024 (in millions) Net income $ 2,293 $ 1,554 Add Amortization of cable distribution investments 10 16 Depreciation and amortization 385 389 Restructuring, impairment and other corporate matters 350 67 Equity losses of affiliates 29 44 Interest expense, net 227 216 Non-operating other, net (438) 47 Income tax expense 768 550 Adjusted EBITDA $ 3,624 $ 2,883 The following table sets forth the computation of Adjusted EBITDA for fiscal 2025, as compared to fiscal 2024: For the years ended June 30, 2025 2024 (in millions) Revenues $ 16,300 $ 13,980 Operating expenses (10,518) (9,089) Selling, general and administrative (2,168) (2,024) Amortization of cable distribution investments 10 16 Adjusted EBITDA $ 3,624 $ 2,883 LIQUIDITY AND CAPITAL RESOURCES Current Financial Condition The Company has approximately $5.4 billion of cash and cash equivalents as of June 30, 2025 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements).
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.
The discount rate reflects the market rate for high-quality fixed income investments on the Company’s annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled.
For financial reporting purposes, net periodic pension expense is calculated based upon a number of actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality. The Company considers current market conditions, including changes in investment returns and interest rates, in making these assumptions.
For financial reporting purposes, net periodic pension expense is calculated based upon a number of actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality. The Company considers current market conditions, including changes in investment returns and interest rates, in 46 making these assumptions.
Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an individual basis.
Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is predominantly monetized and tested for impairment on an individual basis.
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. 56 Once established, accruals are adjusted from time to time, as appropriate, in light of additional information.
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. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information.
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.
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.
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 returns are consistent with the Company’s expected plan returns in fiscal 2026 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.
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.
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. Refer to Item 7.
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.
Assuming that actual plan asset returns are consistent with the Company’s expected plan returns in fiscal 2026 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, 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.
The Company also has access to the worldwide capital markets, subject to market conditions. As of June 30, 2025, the Company was in compliance with all of the covenants under its revolving credit facility, and it does not anticipate any noncompliance with such covenants.
This discussion is organized as follows: • Overview of the Company’s Business —This section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) 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.
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”) 2025 or early fiscal 2026 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 2025 and 2024.
Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.
Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry the Company’s cable networks and owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.
In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. • Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for fiscal 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.
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 2025 and 2024, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2025.
The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming; employee and facility costs; capital expenditures; acquisitions; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming; employee and facility costs; capital expenditures; acquisitions, including redeemable noncontrolling interests; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
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.
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 broadcast industry.
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.
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 offerings 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, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving digital advertising market , major sports events and election cycles, and audience measurement methodologies’ ability to accurately reflect actual multiplatform viewership levels; • further declines in the number of subscribers to MVPD services; 48 • 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 acquisitions, investments and other strategic initiatives, 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; • 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 interpretation or enforcement 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; and • the other risks and uncertainties detailed in Part I, Item 1A.
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.
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, 2025 were $170 million as compared to $139 million as of June 30, 2024. These deferred losses are being systematically recognized in future net periodic pension expense.
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).
The Company does not expect its net OPEB payments to be material in fiscal 2026 (See Note 15—Pension and 43 Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).
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 increase of $204 million or 7% in affiliate fee revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network.
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.
The expected long-term rate of return is determined using the current target asset allocation of 22% equity securities, 71% 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.
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 Company made contributions of $40 million, $86 million and $53 million to its pension plans in fiscal 2025, 2024 and 2023, 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.
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.
Operating expenses for fiscal 2025 and 2024 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2025 and 2024 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.
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.
The Company made contributions of $40 million and $86 million to its pension plans in fiscal 2025 and 2024, 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.
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).
(b) See Note 9—Borrowings to the accompanying Financial Statements under the heading "Public Debt - Senior Notes Issued." Ratings of the Senior Notes The following table summarizes the Company’s credit ratings as of June 30, 2025: 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).
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 Company will utilize discount rates of 5.6% and 5.0% in calculating the fiscal 2026 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.9% for fiscal 2026 based principally on the future return expectation of the plans’ asset mix.
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 key assumptions used in developing the Company’s fiscal 2025, 2024 and 2023 net periodic pension expense for its plans consist of the following: 2025 2024 2023 (in millions, except %) Discount rate for service cost 5.5 % 5.3 % 4.8 % Discount rate for interest cost 5.3 % 5.4 % 4.5 % Assets Expected rate of return 5.6 % 5.3 % 5.0 % Actual return $ 54 $ 45 $ 53 Expected return 50 45 40 Actuarial gain $ 4 $ — $ 13 Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date.
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.
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 25% for fiscal 2025 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.
The increase of $273 million or 4% 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 $760 million, partially offset by the approximately $460 million impact of a lower average number of subscribers across almost all networks.
The increase of $332 million or 5% 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 $790 million, partially offset by the approximately $460 million impact of a lower average number of subscribers across all networks.
Licensed programming includes costs incurred by the Company for access to content owned by third parties. The Company has single and multi-year contracts for sports and non-sports programming.
Inventories Licensed and Owned Programming The Company incurs costs to license programming rights and to produce owned programming. Licensed programming includes costs incurred by the Company for access to content owned by third parties. The Company has single and multi-year contracts for sports and non-sports programming.
Segment Analysis The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA.
Segment Analysis The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA (defined below).
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.
Eighteen of the broadcast television stations are affiliated with the FOX Network and 11 are affiliated with MyNetworkTV. The segment also includes various production companies that produce content for the Company and third parties.
(“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.
OVERVIEW OF THE COMPANY’S BUSINESS 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 34 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 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.
The Company recognized impairments of approximately $40 million, $40 million, and $10 million in fiscal 2025, 2024 and 2023, respectively, related to owned programming at the Television segment, which were recorded in Operating expenses in the accompanying Consolidated Statements of Operations.
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.
The following table 47 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 $3 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 2026 net periodic pension expense for the Company’s pension plans is expected to be approximately $35 million, consistent with the amount recognized in fiscal 2025.
Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense.
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.
Subsequent to June 30, 2025 , the Company declared a semi-annual dividend of $0.28 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 24, 2025 with a record date for determining dividend entitlements of September 3, 2025.
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.
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 included within Inventories, net in the Consolidated Balance Sheets, and license fees for programming with an initial license period of greater than one year are classified as non-current 44 inventories included within Other non-current assets in the Consolidated Balance Sheets.
The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired.
The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers is recognized as the commercials are aired.
Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program.
Capitalized costs for owned programming, including direct costs, production overhead and development costs, are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs are expensed as incurred.
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 .
Stock Repurchase Program See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.” Dividends Dividends paid in fiscal 2025 totaled $0.54 per share of FOX’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) .
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.
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.
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.
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.
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.
For fiscal 2025, the Company generated revenues of $16 billion, of which approximately 47% was generated from affiliate fees, approximately 42% was generated from advertising, and approximately 11% was generated from other operating activities.
The Company generates affiliate fee revenue from agreements with MVPDs for cable network programming and for the broadcast of the Company’s owned and operated television stations. In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals.
In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals. Affiliate fee revenue is recognized as the Company satisfies the performance obligation by continuously making the network programming available to the customer over the term of the agreement.
Net 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).
Net cash used in financing activities for fiscal 2025 and 2024 was as follows (in millions): For the years ended June 30, 2025 2024 Net cash used in financing activities $ (1,755) $ (1,341) The increase in net cash used in financing activities during fiscal 2025, as compared to fiscal 2024, was primarily due to the net impact of the October 2023 issuance of $1.25 billion of senior notes and the repayment of $1.25 billion and $600 million of senior notes that matured in January 2024 and April 2025, respectively (See Note 9—Borrowings to the accompanying Financial Statements).
This section should be read together with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The consolidated financial statements are referred to as the “Financial Statements” herein. INTRODUCTION The Transaction FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc.
This section should be read together with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The consolidated financial statements are referred to as the “Financial Statements” herein. INTRODUCTION Basis of Presentation The Company’s financial statements are presented on a consolidated basis.
The increase of $40 million or 44 9% in other revenues was primarily due to higher sports sublicensing revenue principally due to renewals of college sports contracts. Cable Network Programming Segment EBITDA increased $221 million or 9% for fiscal 2024, as compared to fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses.
The increase of $578 million in other revenues was primarily due to higher sports sublicensing revenue. Cable Network Programming Segment EBITDA increased $337 million or 13% for fiscal 2025, as compared to fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses.
Debt Instruments The following table summarizes cash from borrowings and cash (used in) repayment of borrowings for fiscal 2024, 2023 and 2022: For the years ended June 30, 2024 2023 2022 (in millions) Borrowings Notes due 2033 (a) $ 1,232 $ — $ — Notes due 2022 and 2024 (b) (1,250) — (750) Total borrowings $ (18) $ — $ (750) (a) See Note 9—Borrowings to the accompanying Financial Statements under the heading "Public Debt - Senior Notes Issued." (b) In January 2022 and 2024, $750 million of 3.666% senior notes and $1.25 billion of 4.030% senior notes matured and were repaid in full, respectively (See Note 9—Borrowings to the accompanying Financial Statements).
Based on the number of shares outstanding as of June 30, 2025 , and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2026 is approximately $250 million. 42 Debt Instruments The following table summarizes cash (used in) repayment of borrowings and cash from borrowings for fiscal 2025 and 2024: For the years ended June 30, 2025 2024 (in millions) Borrowings Notes due 2025 and 2024 (a) $ (600) $ (1,250) Notes due 2033 (b) — 1,232 Total borrowings $ (600) $ (18) (a) In April 2025 and January 2024, $600 million of 3.050% senior notes and $1.25 billion of 4.030% senior notes matured and were repaid in full, respectively (See Note 9—Borrowings to the accompanying Financial Statements).
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 increase of $94 million or 17% in other revenues was primarily due to higher content revenue. Television Segment EBITDA increased $439 million or 87% for fiscal 2025, as compared to fiscal 2024, primarily due to the revenue increases noted above, partially offset by higher expenses.
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.
Further adverse changes in market conditions may result in additional non-cash impairment charges. During fiscal 2025, the Company determined that the goodwill included in the accompanying Consolidated Balance Sheets as of June 30, 2025 was not impaired based on the Company’s annual assessment and there are no reporting units at risk of impairment.
U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals. The Company’s revenues are impacted by rate changes, changes in the number of subscribers to the Company’s content and changes in the expenditures by advertisers.
U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals. For more information, see Item 1. “Business” and Item 1A.
Affiliate fee revenue is recognized as we continuously make the network programming available to the customer over the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period.
For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period.
Licensed programming is predominantly amortized as the associated programs are made available. The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary.
Licensed programming is predominantly amortized as the associated programs are made available over the shorter of the license period or the period in which an economic benefit is expected to be derived. The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue.
Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses. 43 Fiscal 2024 versus Fiscal 2023 The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2024, as compared to fiscal 2023: For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 5,955 $ 6,043 $ (88) (1) % Television 7,875 8,710 (835) (10) % Corporate and Other 209 217 (8) (4) % Eliminations (59) (57) $ (2) (4) % Total revenues $ 13,980 $ 14,913 $ (933) (6) % For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 2,693 $ 2,472 $ 221 9 % Television 506 1,009 (503) (50) % Corporate and Other (316) (290) (26) (9) % Adjusted EBITDA (a) $ 2,883 $ 3,191 $ (308) (10) % (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker, the Chief Executive Officer, to monitor actual versus budget and prior fiscal year financial results, forecast future periods and perform competitive analyses to evaluate performance and allocate resources. 37 Fiscal 2025 versus Fiscal 2024 The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2025, as compared to fiscal 2024: For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Revenues Cable Network Programming $ 6,930 $ 5,955 $ 975 16 % Television 9,325 7,875 1,450 18 % Corporate and Other 244 209 35 17 % Eliminations (199) (59) (140) ** Total revenues $ 16,300 $ 13,980 $ 2,320 17 % For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Segment EBITDA Cable Network Programming $ 3,030 $ 2,693 $ 337 13 % Television 945 506 439 87 % Corporate and Other (351) (316) (35) (11) % Adjusted EBITDA (a) $ 3,624 $ 2,883 $ 741 26 % ** not meaningful (a) For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
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’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.
Cable Network Programming (43% and 41% of the Company’s revenues in fiscal 2024 and 2023, respectively) For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 4,188 $ 4,175 $ 13 — % Advertising 1,262 1,403 (141) (10) % Other 505 465 40 9 % Total revenues 5,955 6,043 (88) (1) % Operating expenses (2,668) (2,927) 259 9 % Selling, general and administrative (610) (660) 50 8 % Amortization of cable distribution investments 16 16 — — % Segment EBITDA $ 2,693 $ 2,472 $ 221 9 % Revenues at the Cable Network Programming segment decreased $88 million or 1% for fiscal 2024, as compared to fiscal 2023, due to lower advertising revenue, partially offset by higher affiliate fee and other revenues.
Cable Network Programming (43% of the Company’s revenues in fiscal 2025 and 2024) For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 4,316 $ 4,188 $ 128 3 % Advertising 1,531 1,262 269 21 % Other 1,083 505 578 ** Total revenues 6,930 5,955 975 16 % Operating expenses (3,275) (2,668) (607) (23) % Selling, general and administrative (635) (610) (25) (4) % Amortization of cable distribution investments 10 16 (6) (38) % Segment EBITDA $ 3,030 $ 2,693 $ 337 13 % ** not meaningful Revenues at the Cable Network Programming segment increased $975 million or 16% for fiscal 2025, as compared to fiscal 2024, due to higher affiliate fee, advertising and other revenues.
Net cash used in investing activities for fiscal 2023 and 2022 was as follows (in millions): For the years ended June 30, 2023 2022 Net cash used in investing activities $ (438) $ (513) The decrease in net cash used in investing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to the absence of acquisitions and dispositions, partially offset by an increase in capital expenditures and higher investments in equity securities.
Net cash used in investing activities for fiscal 2025 and 2024 was as follows (in millions): For the years ended June 30, 2025 2024 Net cash used in investing activities $ (537) $ (452) The increase in net cash used in investing activities during fiscal 2025, as compared to fiscal 2024, was primarily due to the fiscal 2025 acquisitions (See Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements), partially offset by a decrease in the Company’s investments and capital expenditures.
Affiliate fee revenue increased $13 million as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers.
Affiliate fee revenue increased $128 million or 3% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $269 million or 21% in advertising revenue was primarily due to 38 higher news pricing and audiences and higher news digital advertising revenue.
Television (56% and 58% of the Company’s revenues in fiscal 2024 and 2023, respectively) For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 4,182 $ 5,204 $ (1,022) (20) % Affiliate fee 3,136 2,876 260 9 % Other 557 630 (73) (12) % Total revenues 7,875 8,710 (835) (10) % Operating expenses (6,372) (6,704) 332 5 % Selling, general and administrative (997) (997) — — % Segment EBITDA $ 506 $ 1,009 $ (503) (50) % Revenues at the Television segment decreased $835 million or 10% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue.
Television (57% and 56% of the Company’s revenues in fiscal 2025 and 2024, respectively) For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Revenues Advertising $ 5,334 $ 4,182 $ 1,152 28 % Affiliate fee 3,340 3,136 204 7 % Other 651 557 94 17 % Total revenues 9,325 7,875 1,450 18 % Operating expenses (7,308) (6,372) (936) (15) % Selling, general and administrative (1,072) (997) (75) (8) % Segment EBITDA $ 945 $ 506 $ 439 87 % Revenues at the Television segment increased $1.5 billion or 18% for fiscal 2025, as compared to fiscal 2024, due to higher advertising, affiliate and other revenues.
“Risk Factors.” 39 RESULTS OF OPERATIONS Results of Operations—Fiscal 2024 versus Fiscal 2023 The following table sets forth the Company’s operating results for fiscal 2024, as compared to fiscal 2023: For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 7,324 $ 7,051 $ 273 4 % Advertising 5,444 6,606 (1,162) (18) % Other 1,212 1,256 (44) (4) % Total revenues 13,980 14,913 (933) (6) % Operating expenses (9,089) (9,689) 600 6 % Selling, general and administrative (2,024) (2,049) 25 1 % Depreciation and amortization (389) (411) 22 5 % Restructuring, impairment and other corporate matters (67) (1,182) 1,115 94 % Equity (losses) earnings of affiliates (44) 4 (48) ** Interest expense, net (216) (218) 2 1 % Non-operating other, net (47) 368 (415) ** Income before income tax expense 2,104 1,736 368 21 % Income tax expense (550) (483) (67) (14) % Net income 1,554 1,253 301 24 % Less: Net income attributable to noncontrolling interests (53) (14) (39) ** Net income attributable to Fox Corporation stockholders $ 1,501 $ 1,239 $ 262 21 % ** not meaningful Overview —The Company’s revenues decreased $933 million or 6% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue.
“Risk Factors.” 35 RESULTS OF OPERATIONS Results of Operations—Fiscal 2025 versus Fiscal 2024 The following table sets forth the Company’s operating results for fiscal 2025, as compared to fiscal 2024: For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Revenues Affiliate fee $ 7,656 $ 7,324 $ 332 5 % Advertising 6,865 5,444 1,421 26 % Other 1,779 1,212 567 47 % Total revenues 16,300 13,980 2,320 17 % Operating expenses (10,518) (9,089) (1,429) (16) % Selling, general and administrative (2,168) (2,024) (144) (7) % Depreciation and amortization (385) (389) 4 1 % Restructuring, impairment and other corporate matters (350) (67) (283) ** Equity losses of affiliates (29) (44) 15 34 % Interest expense, net (227) (216) (11) (5) % Non-operating other, net 438 (47) 485 ** Income before income tax expense 3,061 2,104 957 45 % Income tax expense (768) (550) (218) (40) % Net income 2,293 1,554 739 48 % Less: Net income attributable to noncontrolling interests (30) (53) 23 43 % Net income attributable to Fox Corporation stockholders $ 2,263 $ 1,501 $ 762 51 % ** not meaningful Overview —The Company’s revenues increased $2.3 billion or 17% for fiscal 2025, as compared to fiscal 2024, due to higher affiliate fee, advertising and other revenues.
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.
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. 45 The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that is based on subjective judgments about future advertising revenues in the markets where the Company owns television stations.
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).
Net income —Net income increased $739 million or 48% for fiscal 2025, as compared to fiscal 2024, primarily due to higher Segment EBITDA (as defined below) and a change in fair value of the Company’s investments in equity securities, partially offset by higher provision for income tax, the absence of a gain on a contribution of assets and the legal settlement and other costs associated with the discontinuation of Venu Sports (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).
Fiscal 2023 Net cash provided by operating activities for fiscal 2024 and 2023 was as follows (in millions): For the years ended June 30, 2024 2023 Net cash provided by operating activities $ 1,840 $ 1,800 The increase in net cash provided by operating activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower legal settlement costs (See Note 14—Commitments and Contingencies to the accompanying Financial Statements) and lower entertainment programming costs, partially offset by lower NFL receipts due to the absence of Super Bowl LVII, lower political advertising receipts due to the absence of the November 2022 U.S. midterm elections and lower Segment EBITDA.
Fiscal 2024 Net cash provided by operating activities for fiscal 2025 and 2024 was as follows (in millions): For the years ended June 30, 2025 2024 Net cash provided by operating activities $ 3,324 $ 1,840 The increase in net cash provided by operating activities during fiscal 2025, as compared to fiscal 2024, was primarily due to higher Segment EBITDA, principally due to higher political advertising receipts from the 2024 presidential and congressional elections along with receipts from Super Bowl LIX in February 2025, partially offset by higher content payments.
Operating expenses decreased $259 million or 9% primarily due to lower sports programming rights amortization and production costs, led by the absence of the fiscal 2023 broadcast of the FIFA Men’s World Cup partially offset by the broadcast of the FIFA Women’s World Cup and the Union of European Football Associations (“UEFA”) European Championship at the national sports networks in the current year.
Operating expenses increased $607 million or 23% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of the Fédération Internationale de Football Association Women’s World Cup and the Union of European Football Associations European Championship in the current year.
Such changes in the future could be material. Owned programming includes content internally developed and produced as well as co-produced content.
Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material. Owned programming, included within Other non-current assets in the Consolidated Balance Sheets, includes content internally developed and produced as well as co-produced content.
Operating expenses decreased $600 million or 6% for fiscal 2024, as compared to fiscal 2023, primarily due to the approximately $400 million impact of lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup partially offset by the renewed NFL contract.
Operating expenses increased $1.4 billion or 16% for fiscal 2025, as compared to fiscal 2024, primarily due to the approximately $1 billion impact of higher sports programming rights amortization and production costs driven by higher NFL costs, including the broadcast of Super Bowl LIX in February 2025, and higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of WWE.
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 $936 million or 15% primarily due to higher sports programming rights amortization and production costs driven by higher NFL costs, including the broadcast of Super Bowl LIX in February 2025, partially offset by the absence of WWE. Also contributing to this increase was higher digital content costs and entertainment programming rights amortization.
Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses. Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses.
Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses. Intersegment transactions principally relate to the sublicensing of sports content and rental of studio and administrative space, which are recorded consistently with the recognition of transactions with third parties and are eliminated in consolidation.
Also contributing to this decrease was lower entertainment programming rights amortization and production costs principally due to fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023, partially offset by continued growth at Tubi. 45 Corporate and Other (1% of the Company’s revenues for fiscal 2024 and 2023) For the years ended June 30, 2024 2023 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 209 $ 217 $ (8) (4) % Operating expenses (56) (67) 11 16 % Selling, general and administrative (469) (440) (29) (7) % Segment EBITDA $ (316) $ (290) $ (26) (9) % Revenues within Corporate and Other for fiscal 2024 and 2023 include revenues generated by Credible and the operation of the FOX Studio Lot.
Selling, general and administrative expenses increased $75 million or 8% primarily due to higher employee costs. 39 Corporate and Other For the years ended June 30, 2025 2024 $ Change % Change (in millions, except %) Better/(Worse) Revenues $ 244 $ 209 $ 35 17 % Operating expenses (82) (56) (26) (46) % Selling, general and administrative (513) (469) (44) (9) % Segment EBITDA $ (351) $ (316) $ (35) (11) % Revenues within Corporate and Other for fiscal 2025 and 2024 include revenues generated by Credible and the operation of the FOX Studio Lot.
The decrease of $44 million or 4% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023, partially offset by higher sports sublicensing revenue principally due to renewals of college sports contracts.
The increase of $567 million or 47% in other revenues was primarily due to higher sports sublicensing revenue.
The remaining increase of approximately $100 million was primarily related to continued growth at Tubi and higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S. midterm elections, partially offset by lower ratings at the FOX Network in the current year.
The remaining increase of approximately $550 million was primarily due to the impact of political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations, continued digital growth led by the Tubi AVOD service and higher news pricing and audiences.
Interest expense, net —Interest expense, net decreased $2 million or 1% for fiscal 2024, as compared to fiscal 2023, primarily due to higher interest income as a result of higher interest rates, partially offset by an increase in interest expense primarily due to the issuance of $1.25 billion of senior notes in October 2023 (See Note 9—Borrowings to the accompanying Financial Statements).
Interest expense, net —Interest expense, net increased $11 million or 5% for fiscal 2025, as compared to fiscal 2024, primarily due to lower interest income as a result of lower interest rates, partially offset by a lower average amount of debt outstanding.
Also contributing to this decrease was lower programming costs at FOX News Media and the deconsolidation of the USFL. Selling, general and administrative expenses decreased $50 million or 8% principally due to lower legal costs at FOX News Media and the deconsolidation of the USFL.
Also contributing to this increase was higher newsgathering costs primarily due to the 2024 presidential election. Selling, general and administrative expenses increased $25 million or 4% principally due to higher employee costs.
The increase of $29 million or 7% in selling, general and administrative expenses was primarily due to higher employee related costs as a result of the transition and separation of a named executive officer of the Company.
The remaining increase of approximately $380 million was primarily due to higher digital content costs, entertainment programming rights amortization and higher newsgathering costs principally due to the 2024 presidential election. 36 Selling, general and administrative expenses increased $144 million or 7% for fiscal 2025, as compared to fiscal 2024, primarily due to higher employee costs.
When production partners distribute owned programming on the Company’s behalf, the net participation in profits is recorded as content license revenue. The Company may receive government incentives in connection with the production of owned programming. The Company records government incentives as a reduction of capitalized costs for owned programming when the monetization of the incentive is probable.
When production partners distribute owned programming on the Company’s behalf, the net participation in profits is recorded as content license revenue. Projects in-process are written off at the earlier of abandonment or three years after initial capitalization. Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs.
Removed
(“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading independently on The Nasdaq Global Select Market (the “Transaction”).
Added
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the SEC on August 8, 2024 for management’s discussion and analysis of our financial condition and results of operations for fiscal 2023, including comparison to fiscal 2024.
Removed
In connection with the Transaction, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney.
Added
The increase of $1.4 billion or 26% in advertising revenue was primarily due to the approximately $870 million impact related to sports programming led by revenues from the broadcast of Super Bowl LIX in February 2025 and higher National Football League (“NFL”) pricing.
Removed
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.

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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, 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
Biggest changeInformation on the Company’s investments with exposure to stock price risk is presented below: As of June 30, 2025 2024 (in millions) Fair Value Total fair value of common stock investments $ 1,249 $ 797 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted market prices $ (125) $ (80) Concentrations of Credit Risk See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Concentrations of Credit Risk.” 50
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has exposure to two types of market risk: changes in interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes. The following sections provide quantitative and qualitative information on the Company’s exposure to interest rate risk and stock price risk.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has exposure to two types of market risk: changes in interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes. 49 The following sections provide quantitative and qualitative information on the Company’s exposure to interest rate risk and stock price risk.
The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions. Interest Rates The Company’s current financing arrangements and facilities include $7.25 billion of outstanding fixed-rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings to the accompanying Financial Statements).
The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions. Interest Rates The Company’s current financing arrangements and facilities include $6.7 billion of outstanding fixed-rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings to the accompanying Financial Statements).
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.
Information on financial instruments with exposure to interest rate risk is presented below: As of June 30, 2025 2024 (in millions) Fair Value Borrowings: liability $ 6,625 $ 7,017 Sensitivity Analysis Potential change in fair values resulting from a 10% adverse change in quoted interest rates $ 258 $ 297 Stock Prices The Company has common stock investments in publicly traded companies that are subject to market price volatility.
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.
As of June 30, 2025, 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.

Other FOX 10-K year-over-year comparisons