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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-38776

FOX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware83-1825597
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York,New York10036
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code (212) 852-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolsName of each exchange on which registered
Class A Common Stock, par value $0.01 per shareFOXAThe Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareFOXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 8, 2025, 214,037,161 shares of Class A Common Stock, par value $0.01 per share, and 235,581,025 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

FOX CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Page
Part I. Financial Information
Item 1.Financial Statements
Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2025 and 20241
Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2025 and 20242
Consolidated Balance Sheets as of March 31, 2025 (unaudited) and June 30, 2024 (audited)3
Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 20244
Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 2025 and 20245
Notes to the Unaudited Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk31
Item 4.Controls and Procedures31
Part II. Other Information
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32
Item 3.Defaults Upon Senior Securities32
Item 4.Mine Safety Disclosures32
Item 5.Other Information32
Item 6.Exhibits33
Signature34

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
Revenues$4,371$3,447$13,013$10,888
Operating expenses(2,965)(2,050)(8,759)(7,305)
Selling, general and administrative(551)(510)(1,578)(1,485)
Depreciation and amortization(95)(98)(283)(291)
Restructuring, impairment and other corporate matters(55)(15)(251)(24)
Equity losses of affiliates(18)(2)(11)—
Interest expense, net(55)(55)(185)(169)
Non-operating other, net(158)24415639
Income before income tax expense4749612,1021,653
Income tax expense(120)(257)(528)(419)
Net income3547041,5741,234
Less: Net income attributable to noncontrolling interests(8)(38)(28)(52)
Net income attributable to Fox Corporation stockholders$346$666$1,546$1,182
EARNINGS PER SHARE DATA
Weighted average shares:
Basic453474457482
Diluted461475462484
Net income attributable to Fox Corporation stockholders per share:
Basic$0.76$1.41$3.38$2.45
Diluted$0.75$1.40$3.35$2.44

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
Net income$354$704$1,574$1,234
Other comprehensive income, net of tax:
Benefit plan adjustments and other3124
Other comprehensive income, net of tax3124
Comprehensive income3577051,5761,238
Less: Net income attributable to noncontrolling interests(a)(8)(38)(28)(52)
Comprehensive income attributable to Fox Corporation stockholders$349$667$1,548$1,186
(a)Net income attributable to noncontrolling interests includes $1 million and $(1) million for the three months ended March 31, 2025 and 2024, respectively, and nil and $(5) million for the nine months ended March 31, 2025 and 2024, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

As of March 31, 2025As of June 30, 2024
(unaudited)(audited)
ASSETS
Current assets
Cash and cash equivalents$4,815$4,319
Receivables, net3,2522,364
Inventories, net455626
Other227192
Total current assets8,7497,501
Non-current assets
Property, plant and equipment, net1,6601,696
Intangible assets, net3,0303,038
Goodwill3,6393,544
Deferred tax assets2,7122,878
Other non-current assets3,5773,315
Total assets$23,367$21,972
LIABILITIES AND EQUITY
Current liabilities
Borrowings$600$599
Accounts payable, accrued expenses and other current liabilities2,9672,353
Total current liabilities3,5672,952
Non-current liabilities
Borrowings6,6016,598
Other liabilities1,3331,366
Redeemable noncontrolling interests228242
Commitments and contingencies
Equity
Class A Common Stock(a)22
Class B Common Stock(b)22
Additional paid-in capital7,6287,678
Retained earnings3,9993,139
Accumulated other comprehensive loss(105)(107)
Total Fox Corporation stockholders’ equity11,52610,714
Noncontrolling interests112100
Total equity11,63810,814
Total liabilities and equity$23,367$21,972
(a)Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 214,961,842 shares and 225,727,598 shares issued and outstanding at par as of March 31, 2025 and June 30, 2024, respectively.
(b)Class B Common Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 235,581,025 shares issued and outstanding at par as of March 31, 2025 and June 30, 2024.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

For the nine months ended March 31,
20252024
OPERATING ACTIVITIES
Net income$1,574$1,234
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization283291
Amortization of cable distribution investments912
Restructuring, impairment and other corporate matters16824
Equity-based compensation9769
Equity losses of affiliates11—
Cash distributions received from affiliates13—
Non-operating other, net(156)(39)
Deferred income taxes165152
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets(906)(317)
Inventories net of programming payable691(220)
Accounts payable and accrued expenses(26)(178)
Other changes, net(112)(87)
Net cash provided by operating activities1,811941
INVESTING ACTIVITIES
Property, plant and equipment(212)(233)
Acquisitions, net of cash acquired(91)—
Purchase of investments(79)(99)
Other investing activities, net(25)8
Net cash used in investing activities(407)(324)
FINANCING ACTIVITIES
Repayment of borrowings—(1,250)
Borrowings—1,232
Repurchase of shares(750)(750)
Dividends paid and distributions(267)(272)
Other financing activities, net109(58)
Net cash used in financing activities(908)(1,098)
Net increase (decrease) in cash and cash equivalents496(481)
Cash and cash equivalents, beginning of year4,3194,272
Cash and cash equivalents, end of period$4,815$3,791

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(IN MILLIONS)

Class AClass BAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Fox Corporation Stockholders’ EquityNoncontrolling Interests**(a)**Total Equity
Common StockCommon Stock
SharesAmountSharesAmount
Balance, December 31, 2024219$2235$2$7,650$3,949$(108)$11,495$116$11,611
Net income—————346—3467353
Other comprehensive income——————33—3
Dividends—————(122)—(122)—(122)
Shares repurchased(5)———(79)(174)—(253)—(253)
Other1———57——57(11)46
Balance, March 31, 2025215$2235$2$7,628$3,999$(105)$11,526$112$11,638
Balance, December 31, 2023241$3235$2$7,879$2,514$(146)$10,252$73$10,325
Net income—————666—66639705
Other comprehensive income——————11—1
Dividends—————(123)—(123)—(123)
Shares Repurchased(8)———(139)(114)—(253)—(253)
Other————28(17)—11(1)10
Balance, March 31, 2024233$3235$2$7,768$2,926$(145)$10,554$111$10,665
Balance, June 30, 2024226$2235$2$7,678$3,139$(107)$10,714$100$10,814
Net income—————1,546—1,546281,574
Other comprehensive income——————22—2
Dividends—————(246)—(246)—(246)
Shares repurchased(17)———(278)(480)—(758)—(758)
Other6———22840—268(16)252
Balance, March 31, 2025215$2235$2$7,628$3,999$(105)$11,526$112$11,638
Balance, June 30, 2023263$3235$2$8,253$2,269$(149)$10,378$67$10,445
Net income—————1,182—1,182571,239
Other comprehensive income——————44—4
Dividends—————(250)—(250)—(250)
Shares repurchased(32)———(536)(222)—(758)—(758)
Other2———51(53)—(2)(13)(15)
Balance, March 31, 2024233$3235$2$7,768$2,926$(145)$10,554$111$10,665
(a)Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4—Fair Value under the heading “Redeemable Noncontrolling Interests”).

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Fox Corporation (“FOX” or the “Company”) is a news, sports and entertainment company, which manages and reports its businesses in the following reportable segments: Cable Network Programming and Television.

The accompanying Unaudited Consolidated Financial Statements of FOX have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

The preparation of the Company’s Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.

These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on August 8, 2024 (the “2024 Form 10-K”).

All significant intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated. Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Significant influence generally exists when the Company owns an interest between 20% and 50%. Equity securities in which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative method which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on investments in equity securities are recognized in the Unaudited Consolidated Statements of Operations.

The Company’s fiscal year ends on June 30 (“fiscal”) of each year. Certain fiscal 2024 amounts have been reclassified to conform to the fiscal 2025 presentation.

The Unaudited Consolidated Financial Statements are referred to as the “Financial Statements” herein. The Unaudited Consolidated Statements of Operations are referred to as the “Statements of Operations” herein. The Consolidated Balance Sheets are referred to as the “Balance Sheets” herein.

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

The Company’s acquisitions support the Company’s strategy to strengthen its core brands, grow its digital businesses and selectively enhance production capabilities for its digital and linear platforms. In February 2025, the Company acquired a controlling ownership interest in a digital media company. The accounting for the business combination is based on provisional amounts and the allocation of the consideration transferred is not final and is subject to changes pending the completion of the final valuation of certain assets and liabilities. During the nine months ended March 31, 2024, the Company made no acquisitions.

In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company (“Disney”), and Warner Bros. Discovery Inc. (“WBD”) to form a digital distribution platform

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

focused on sports called Venu Sports. On January 10, 2025, FOX, Disney and WBD announced the decision to discontinue Venu Sports (See Note 8—Commitments and Contingencies under the heading "Venu Sports”). In connection with that decision, FOX recorded restructuring charges and wrote off the previously capitalized costs during the three and nine months ended March 31, 2025, respectively, in Restructuring, impairment and other corporate matters in the Statements of Operations.

NOTE 3. INVENTORIES, NET

The Company’s inventories were comprised of the following:

As of March 31, 2025As of June 30, 2024
(in millions)
Licensed programming, including prepaid sports rights$720$841
Owned programming537497
Total inventories, net1,2571,338
Less: current portion of inventories, net(455)(626)
Total non-current inventories, net$802$712
Owned programming
Released$321$238
In-process or other216259
Total$537$497

The following table presents the aggregate amortization expense related to Inventories, net included in Operating expenses in the Statements of Operations:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Total amortization expense$1,913$1,134$5,801$4,596

NOTE 4. FAIR VALUE

Fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present information about financial assets and redeemable noncontrolling interests carried at fair value on a recurring basis:

Fair value measurements
As of March 31, 2025
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$970$970(a)$—$—
Redeemable noncontrolling interests(228)——(228)(b)
Total$742$970$—$(228)
Fair value measurements
As of June 30, 2024
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$797$797(a)$—$—
Redeemable noncontrolling interests(242)——(242)(b)
Total$555$797$—$(242)
(a)The investments categorized as Level 1 primarily represent an investment in equity securities of Flutter Entertainment plc (“Flutter”) with a readily determinable fair value.
(b)The Company utilizes both the market and income approach valuation techniques for its Level 3 fair value measures. Inputs to such measures could include observable market data obtained from independent sources such as broker quotes and recent market transactions for similar assets. It is the Company’s policy to maximize the use of observable inputs in the measurement of its Level 3 fair value measurements. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the redeemable noncontrolling interests. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.

Redeemable Noncontrolling Interests

The redeemable noncontrolling interests recorded are put rights held by minority shareholders in Credible Labs Inc. (“Credible”), an entertainment production company and a digital media company.

The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Beginning of period$(200)$(243)$(242)$(213)
Acquisitions(a)(27)—(27)—
Net (income) loss(1)1—5
Accretion and redemption value adjustments—(18)41(52)
End of period$(228)$(260)$(228)$(260)
(a)See Note 2—Acquisitions, Disposals and Other Transactions.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The put right held by the Credible minority interest shareholder was exercised in December 2024. The Company and the Credible minority interest shareholder will determine the value of the redeemable noncontrolling interest as part of a predetermined fair market value process.

The put right held by the entertainment production company’s minority shareholder will become exercisable in fiscal 2027. The put right held by the digital media company’s minority shareholders will become exercisable in fiscal 2030.

Financial Instruments

The carrying value of the Company’s financial instruments exclusive of borrowings, such as cash and cash equivalents, receivables, payables and investments accounted for using the measurement alternative method, approximates fair value.

As of March 31, 2025As of June 30, 2024
(in millions)
Borrowings
Fair value$7,161$7,017
Carrying value$7,201$7,197

Fair value is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (a Level 1 measurement).

Concentrations of Credit Risk

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Generally, the Company does not require collateral to secure receivables. As of March 31, 2025, the Company had one individual customer that accounted for approximately 10% of the Company’s receivables. As of June 30, 2024, the Company had no individual customers that accounted for 10% or more of the Company’s receivables.

NOTE 5. BORROWINGS

Borrowings include senior notes (See Note 9—Borrowings in the 2024 Form 10-K under the heading “Public Debt – Senior Notes Issued”). The Company is party to a credit agreement providing a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit and a maturity date of June 2028 (See Note 9—Borrowings in the 2024 Form 10-K under the heading “Revolving Credit Agreement”). As of March 31, 2025, there were no borrowings outstanding under the revolving credit agreement. Subsequent to March 31, 2025, $600 million of 3.050% senior notes due in April 2025 matured and were repaid in full.

NOTE 6. STOCKHOLDERS’ EQUITY

Stock Repurchase Program

The Company’s Board of Directors has authorized a stock repurchase program under which the Company can repurchase $7 billion of 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”). The program has no time limit and may be modified, suspended or discontinued at any time.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In total, the Company repurchased approximately 17 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2025.

Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.

As of March 31, 2025, the Company’s remaining stock repurchase authorization was approximately $650 million. Subsequent to March 31, 2025, the Company repurchased approximately 1 million shares of Class A Common Stock for approximately $50 million.

Dividends

The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and Class B Common Stock:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
Cash dividend per share$0.27$0.26$0.54$0.52

The Company declared a semi-annual dividend of $0.27 per share on both the Class A Common Stock and the Class B Common Stock during the three months ended March 31, 2025, which was paid on March 26, 2025 with a record date for determining dividend entitlements of March 5, 2025.

NOTE 7. EQUITY-BASED COMPENSATION

The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12—Equity-Based Compensation in the 2024 Form 10-K).

The following table summarizes the Company’s equity-based compensation:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Equity-based compensation$29$21$97$69
Intrinsic value of all settled equity-based awards$20$2$123$74
Tax benefit on settled equity-based awards$5$—$22$11

The Company’s equity-based awards are settled in Class A Common Stock. As of March 31, 2025, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $135 million and is expected to be recognized over a weighted average period between two and three years.

The computation of diluted earnings per share did not include stock options or performance-based stock options outstanding during each period presented if their inclusion would have been antidilutive, and, for those shares that are contingently issuable, all necessary conditions have not been satisfied for the periods presented.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Awards Vested, Granted and Exercised

Restricted Stock Units

During the nine months ended March 31, 2025 and 2024, approximately 1.5 million and 1.9 million restricted stock units (“RSUs”) vested and approximately 1.7 million and 2.0 million RSUs were granted, respectively. These RSUs generally vest in equal annual installments over a three-year period subject to participants’ continued employment with the Company.

Performance-Based Stock Options

During the nine months ended March 31, 2025 and 2024, approximately 3.0 million and 0.5 million performance-based stock options were exercised and approximately 3.4 million and 4.0 million were granted, respectively, which will vest in full at the end of a three-year performance period as the market condition has been met and have a term of seven years thereafter.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The total firm commitments and future debt payments as of March 31, 2025 and June 30, 2024 were approximately $37 billion and $38 billion, respectively. The decrease from June 30, 2024 was primarily due to sports programming rights payments.

Contingencies

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. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition. For the contingencies disclosed below for which there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the Company was unable to estimate the amount of loss or range of loss.

FOX News

The Company’s FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

U.K. Newspaper Matters Indemnity

In connection with the separation of 21CF and News Corporation in June 2013 (the “21CF News Corporation Separation”), 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 21CF News Corporation Separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation before the 21CF News Corporation Separation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters,

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the Separation Agreement (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”), the Company assumed certain costs and liabilities related to the U.K. Newspaper Matters Indemnity. The liability recorded in the Balance Sheets related to the indemnity was approximately $65 million as of June 30, 2024 and approximately $45 million as of March 31, 2025.

Defamation and Disparagement Claims

From time to time, the Company and its news businesses, including FOX News Media and the FOX Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) in February 2021 seeking $2.7 billion in damages and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) in March 2021 seeking $1.6 billion in damages. On March 31, 2023, the court in the Dominion case issued its rulings on summary judgment motions that were unfavorable to the Company. Following these rulings, on April 18, 2023, the Company and its subsidiary, Fox News Network, LLC, entered into a Release and Settlement Agreement with Dominion pursuant to which the parties agreed to resolve the lawsuits among them. The Company paid an aggregate of approximately $800 million to settle this and a related lawsuit in April 2023.

The Company continues to believe the Smartmatic and other pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The parties filed motions for summary judgment in the Smartmatic case on April 30, 2025. At this time, a trial in the Smartmatic lawsuit is not expected to commence until late 2025 or early 2026 at the earliest. The Company is unable to predict the final outcome of these matters and has determined that a loss in the Smartmatic case is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

On April 11, 2023 and April 20, 2023, stockholders of the Company filed derivative lawsuits in the Delaware Court of Chancery (the “Chancery Court”) against certain directors of the Company, which the Chancery Court subsequently consolidated into one matter captioned In re Fox Corporation Deriv. Litig., C.A. No. 2023-0418 (Del.Ch.). Two additional derivative lawsuits were subsequently filed by the Company’s stockholders in the Chancery Court on September 12, 2023 against certain directors and officers of the Company and are part of the consolidated lawsuit. Each of the lawsuits names the Company as a nominal defendant. On April 26, 2024, the lead plaintiffs filed an amended complaint that alleges that certain directors and officers, as applicable, breached their fiduciary duties by allowing the Company’s news channel to air allegations regarding election fraud in connection with the 2020 U.S. Presidential election, which resulted in significant defamation litigation. The amended complaint seeks orders awarding damages in favor of the Company; directing the Company to reform and improve its policies and procedures; and awarding the plaintiffs attorneys' fees and costs. On December 27, 2024, the Chancery Court denied the defendants’ motion to dismiss the amended complaint. On February 18, 2025, the Chancellor of the Chancery Court, on the Chancellor’s own motion, reassigned the consolidated lawsuit to a different Vice Chancellor. On April 28, 2025, the Chancery Court granted the defendants’ motion for leave to move for summary judgment on an issue relating to director independence. The Company intends to continue to vigorously defend against these claims.

Actions and Claims Arising from Alleged Misuse of Personal Information

The Company and its subsidiaries, including Tubi, Inc. (“Tubi”), are from time to time parties to actions and arbitration claims arising from their alleged misuse of personal information. In June 2023, a putative class action lawsuit titled Campos v. Tubi was filed with the U.S. District Court for the Northern District of Illinois, Eastern Division (the “District Court”), alleging that Tubi shared viewer information with third parties in violation of the privacy protection provisions of the federal Video Privacy Protection Act (“VPPA”). After a determination that Campos lacked standing to sue Tubi, plaintiff’s counsel filed a new putative class action titled Gregory v. Tubi with the 17th Judicial Circuit Court in Winnebago County, Illinois (the “Illinois State Court”). On July 26, 2024, the parties entered into a Settlement and Release Agreement to resolve all claims, which includes the dismissal of the Campos lawsuit and settlement of the Gregory lawsuit. On January 24, 2025, the Illinois State

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Court entered a final order approving the Settlement and Release Agreement. The settlement will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. On February 24, 2025, ten individuals appealed the Illinois State Court’s final order approving the Settlement and Release Agreement. The Company moved to dismiss the appeal as moot on March 25, 2025, which the appellate court denied on April 29, 2025. The Company intends to vigorously defend against the claims on appeal. The Company also intends to vigorously defend against any other actions and arbitration claims arising from the alleged misuse of personal information that have not been settled or resolved by the Gregory settlement, including approximately 15,000 successful opt outs of the Gregory lawsuit that are pending in consolidated arbitrations before JAMS. Following the Gregory settlement, those arbitration claims were amended to include alleged violations of the VPPA, in addition to their original allegations that Tubi’s advertising practices violate California’s Unruh Act. The Company is unable to predict the final outcome of these other actions and arbitration claims and has determined that a loss in these matters is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Venu Sports

In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of Disney, and WBD to form a digital distribution platform focused on sports called Venu Sports. On February 20, 2024, FuboTV Inc. and FuboTV Media Inc (collectively, “Fubo”) filed a lawsuit against Disney, ESPN, Inc., ESPN Enterprises, Inc., HULU, LLC, FOX and WBD in the U.S. District Court for the Southern District of New York alleging claims under federal and New York antitrust laws.

On January 6, 2025, Disney and Fubo announced that they have entered into an agreement to combine the Hulu + Live TV business with Fubo, forming a combined virtual MVPD company (the “Disney/Fubo Transaction”). In conjunction with the Disney/Fubo Transaction, Fubo and the defendants settled the Venu Sports lawsuit and the defendants made an aggregate $220 million settlement payment to Fubo, of which approximately $80 million was the Company’s portion, which was recorded in Restructuring, impairment and other corporate matters in the Statements of Operations during the three months ended December 31, 2024. On January 10, 2025, the defendants announced their decision to discontinue the Venu Sports joint venture and not launch its streaming service effective immediately, and as a result the Company wrote off the previously capitalized costs. Under certain circumstances, including if the Disney/Fubo Transaction does not close due to the failure to obtain certain regulatory approvals, a termination fee of $130 million will be payable to Fubo. Concurrently with the Disney/Fubo transaction, Disney has committed to provide Fubo a senior unsecured term loan of up to $145 million in January 2026. If any such payment is required for the termination fee or senior unsecured term loan, it will be paid by FOX, Disney and WBD.

Other

The Company’s operations are subject to tax primarily in various domestic jurisdictions and as a matter of course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. Each member of the 21CF consolidated group, which includes 21CF, the Company (prior to the Transaction (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”)) and 21CF’s other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21CF consolidated group. The tax matters agreement entered into in connection with the Separation (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”) requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the IRS in amounts that the Company cannot quantify.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements. The net periodic benefit cost was $9 million and $13 million for the three months ended March 31, 2025 and 2024, respectively, and $26 million and $40 million for the nine months ended March 31, 2025 and 2024, respectively.

NOTE 10. SEGMENT INFORMATION

The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible and the FOX Studio Lot with the following two reportable segments:

  • Cable Network Programming**, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies, virtual multi-channel video programming distributors 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 service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. 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.

The Credible and the FOX Studio Lot operating segments do not meet the criteria under GAAP to be separately reported as a reportable segment or aggregated with other operating segments, and as such are presented as part of Corporate and Other, which is not a reportable segment. Corporate and Other principally consists of Credible, the FOX Studio Lot and corporate overhead costs. Credible is a U.S. consumer finance marketplace. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility.

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). 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. 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. 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 to evaluate the performance of and allocate resources to the Company’s businesses.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The tables below present summarized financial information for each of the Company’s reportable segments and Corporate and Other.

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Revenues
Cable Network Programming$1,636$1,472$5,398$4,517
Television2,7041,9387,6186,260
Corporate and Other5853181156
Eliminations(27)(16)(184)(45)
Total revenues$4,371$3,447$13,013$10,888
Segment EBITDA
Cable Network Programming$878$819$2,283$1,990
Television60145637358
Corporate and Other(82)(73)(235)(238)
Amortization of cable distribution investments(1)(4)(9)(12)
Depreciation and amortization(95)(98)(283)(291)
Restructuring, impairment and other corporate matters(55)(15)(251)(24)
Equity losses of affiliates(18)(2)(11)—
Interest expense, net(55)(55)(185)(169)
Non-operating other, net(158)24415639
Income before income tax expense4749612,1021,653
Income tax expense(120)(257)(528)(419)
Net income3547041,5741,234
Less: Net income attributable to noncontrolling interests(8)(38)(28)(52)
Net income attributable to Fox Corporation stockholders$346$666$1,546$1,182

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Revenues by Segment by Component
Cable Network Programming
Affiliate fee$1,135$1,104$3,248$3,140
Advertising3722961,153934
Other12972997443
Total Cable Network Programming revenues1,6361,4725,3984,517
Television
Advertising1,6649394,6343,503
Affiliate fee8708342,5002,325
Other170165484432
Total Television revenues2,7041,9387,6186,260
Corporate and Other5853181156
Eliminations(27)(16)(184)(45)
Total revenues$4,371$3,447$13,013$10,888
For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Depreciation and amortization
Cable Network Programming$24$20$69$57
Television28298786
Corporate and Other4349127148
Total depreciation and amortization$95$98$283$291
As of March 31, 2025As of June 30, 2024
(in millions)
Assets
Cable Network Programming$3,078$2,792
Television8,7207,961
Corporate and Other10,20710,090
Investments1,3621,129
Total assets$23,367$21,972

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. ADDITIONAL FINANCIAL INFORMATION

Restructuring, Impairment and Other Corporate Matters

The following table sets forth the components of Restructuring, impairment and other corporate matters included in the Statements of Operations:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Restructuring charges(a)$(15)$—$(26)$—
Other corporate matters
Legal settlement costs(a)(25)—(122)(4)
U.K. Newspaper Matters Indemnity(b)(14)(3)(33)(15)
Other(a)(1)(12)(70)(5)
Total restructuring, impairment and other corporate matters$(55)$(15)$(251)$(24)
(a)Primarily related to Venu Sports (See Note 2—Acquisitions, Disposals and Other Transactions).
(b)See Note 8—Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity."

Interest Expense, net

The following table sets forth the components of Interest expense, net included in the Statements of Operations:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Interest expense$(94)$(99)$(313)$(309)
Interest income3944128140
Total interest expense, net$(55)$(55)$(185)$(169)

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Non-Operating Other, net

The following table sets forth the components of Non-operating other, net included in the Statements of Operations:

For the three months ended March 31,For the nine months ended March 31,
2025202420252024
(in millions)
Net (losses) gains on investments in equity securities(a)$(155)$83$164$(110)
Gain on sale of assets(b)—167—167
Other(3)(6)(8)(18)
Total non-operating other, net$(158)$244$156$39
(a)Net (losses) gains on investments in equity securities includes the (losses) gains related to the change in fair value of the Company’s investment in Flutter (See Note 4—Fair Value), and for the nine months ended March 31, 2024, the losses related to the Company’s investment in a live streaming mobile platform.
(b)Gain on sale of assets related to the launch of the United Football League during the three and nine months ended March 31, 2024.

Other Non-Current Assets

The following table sets forth the components of Other non-current assets included in the Balance Sheets:

As of March 31, 2025As of June 30, 2024
(in millions)
Investments(a)$1,362$1,129
Operating lease assets859904
Inventories, net802712
Grantor Trust240247
Other314323
Total other non-current assets$3,577$3,315
(a)Includes investments accounted for at fair value on a recurring basis of $970 million and $797 million as of March 31, 2025 and June 30, 2024, respectively (See Note 4—Fair Value).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable, Accrued Expenses and Other Current Liabilities

The following table sets forth the components of Accounts payable, accrued expenses and other current liabilities included in the Balance Sheets:

As of March 31, 2025As of June 30, 2024
(in millions)
Programming payable$1,317$683
Accrued expenses9591,006
Deferred revenue253180
Operating lease liabilities5176
Other current liabilities387408
Total accounts payable, accrued expenses and other current liabilities$2,967$2,353

Other Liabilities

The following table sets forth the components of Other liabilities included in the Balance Sheets:

As of March 31, 2025As of June 30, 2024
(in millions)
Non-current operating lease liabilities$855$879
Accrued non-current pension/postretirement liabilities261276
Other non-current liabilities217211
Total other liabilities$1,333$1,366

Future Performance Obligations

As of March 31, 2025, approximately $4.9 billion of revenues are expected to be recognized primarily over the next one to three years. The Company’s most significant remaining performance obligations relate to affiliate contracts, content licensing contracts with fixed fees and sports advertising contracts. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.

Supplemental Information

For the nine months ended March 31,
20252024
(in millions)
Supplemental cash flows information
Cash paid for interest$(342)$(338)
Cash paid for income taxes$(350)$(148)

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS