Cover and table of contents

82K characters. Original on sec.gov · Markdown

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, 2026

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 6, 2026, 199,481,198 shares of Class A Common Stock, par value $0.01 per share, and 220,705,117 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, 2026 and 20251
Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2026 and 20252
Consolidated Balance Sheets as of March 31, 2026 (unaudited) and June 30, 2025 (audited)3
Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 20254
Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 2026 and 20255
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 Securities33
Item 4.Mine Safety Disclosures33
Item 5.Other Information33
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,
2026202520262025
Revenues$3,994$4,371$12,914$13,013
Operating expenses(2,494)(2,965)(8,473)(8,759)
Selling, general and administrative(546)(551)(1,730)(1,578)
Depreciation and amortization(101)(95)(299)(283)
Restructuring, impairment and other corporate matters(32)(55)(38)(251)
Equity losses of affiliates(20)(18)(18)(11)
Interest expense, net(66)(55)(214)(185)
Non-operating other, net(499)(158)(785)156
Income before income tax expense2364741,3572,102
Income tax expense(61)(120)(326)(528)
Net income1753541,0311,574
Less: Net income attributable to noncontrolling interests(9)(8)(37)(28)
Net income attributable to Fox Corporation stockholders$166$346$994$1,546
EARNINGS PER SHARE DATA
Weighted average shares:
Basic424453435457
Diluted432461443462
Net income attributable to Fox Corporation stockholders per share:
Basic$0.39$0.76$2.29$3.38
Diluted$0.38$0.75$2.24$3.35

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,
2026202520262025
Net income$175$354$1,031$1,574
Other comprehensive (loss) income, net of tax:
Benefit plan adjustments and other(1)3—2
Other comprehensive (loss) income, net of tax(1)3—2
Comprehensive income1743571,0311,576
Less: Net income attributable to noncontrolling interests(a)(9)(8)(37)(28)
Comprehensive income attributable to Fox Corporation stockholders$165$349$994$1,548
(a)Net income attributable to noncontrolling interests includes nil and $1 million for the three months ended March 31, 2026 and 2025, respectively, and $4 million and nil for the nine months ended March 31, 2026 and 2025, 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, 2026As of June 30, 2025
(unaudited)(audited)
ASSETS
Current assets
Cash and cash equivalents$3,601$5,351
Receivables, net2,9482,472
Inventories, net652432
Other337174
Total current assets7,5388,429
Non-current assets
Property and equipment, net1,7821,705
Intangible assets, net2,9432,969
Goodwill3,6473,639
Deferred tax assets2,6042,721
Other non-current assets3,2693,732
Total assets$21,783$23,195
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities$2,603$2,897
Total current liabilities2,6032,897
Non-current liabilities
Borrowings6,6056,602
Other liabilities1,4151,341
Redeemable noncontrolling interests84288
Commitments and contingencies
Equity
Class A Common Stock(a)22
Class B Common Stock(b)22
Additional paid-in capital7,2527,603
Retained earnings3,8374,479
Accumulated other comprehensive loss(124)(124)
Total Fox Corporation stockholders’ equity10,96911,962
Noncontrolling interests107105
Total equity11,07612,067
Total liabilities and equity$21,783$23,195
(a)Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 199,631,720 shares and 210,754,900 shares issued and outstanding at par as of March 31, 2026 and June 30, 2025, respectively.
(b)Class B Common Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 221,149,973 shares and 235,581,025 shares issued and outstanding at par as of March 31, 2026 and June 30, 2025, respectively.

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,
20262025
OPERATING ACTIVITIES
Net income$1,031$1,574
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization299283
Restructuring, impairment and other corporate matters38168
Equity-based compensation9097
Equity losses of affiliates1811
Cash distributions received from affiliates—13
Non-operating other, net785(156)
Deferred income taxes116165
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets(546)(897)
Inventories net of programming payable(387)691
Accounts payable and accrued expenses(226)(26)
Other changes, net(115)(112)
Net cash provided by operating activities1,1031,811
INVESTING ACTIVITIES
Property and equipment(361)(212)
Purchase of investments(168)(79)
Acquisitions, net of cash acquired(8)(91)
Other investing activities, net(6)(25)
Net cash used in investing activities(543)(407)
FINANCING ACTIVITIES
Repurchase of shares(1,900)(750)
Dividends paid and distributions(275)(267)
Purchase of noncontrolling interest(208)—
Other financing activities, net73109
Net cash used in financing activities(2,310)(908)
Net (decrease) increase in cash and cash equivalents(1,750)496
Cash and cash equivalents, beginning of year5,3514,319
Cash and cash equivalents, end of period$3,601$4,815

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, 2025201$2224$2$7,264$3,783$(123)$10,928$110$11,038
Net income—————166—1669175
Other comprehensive loss——————(1)(1)—(1)
Dividends—————(118)—(118)—(118)
Shares repurchased(3)—(3)—(107)6—(101)—(101)
Other2———95——95(12)83
Balance, March 31, 2026200$2221$2$7,252$3,837$(124)$10,969$107$11,076
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, June 30, 2025211$2235$2$7,603$4,479$(124)$11,962$105$12,067
Net income—————994—994331,027
Other comprehensive income——————————
Dividends—————(243)—(243)—(243)
Shares repurchased(17)—(14)—(529)(1,390)—(1,919)—(1,919)
Other6———178(3)—175(31)144
Balance, March 31, 2026200$2221$2$7,252$3,837$(124)$10,969$107$11,076
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
(a)Excludes Redeemable noncontrolling interests (See Note 11—Additional Financial Information 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, 2026.

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, 2025 as filed with the Securities and Exchange Commission on August 6, 2025 (the “2025 Form 10-K”).

All significant intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated.

The Company’s fiscal year ends on June 30 (“fiscal”) of each year. Certain fiscal 2025 amounts have been reclassified to conform to the fiscal 2026 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. During the nine months ended March 31, 2026, the Company’s acquisitions were not material. During the nine months ended March 31, 2025, the Company acquired a controlling ownership interest in a digital media company.

Other Transactions

In July 2025, the Company acquired a noncontrolling minority interest in a sports and entertainment company, which was recorded as an equity method investment, initially at fair value.

During the nine months ended March 31, 2026, the Company purchased the noncontrolling interest of one of its majority-owned subsidiaries (See Note 11—Additional Financial Information under the heading “Redeemable Noncontrolling Interests”).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. INVENTORIES, NET

The Company’s inventories were comprised of the following:

As of March 31, 2026As of June 30, 2025
(in millions)
Licensed programming, including prepaid sports rights$933$633
Owned programming573541
Total inventories, net1,5061,174
Less: current portion of inventories, net(652)(432)
Total non-current inventories, net$854$742
Owned programming
Released$301$308
In-process or other272233
Total$573$541

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,
2026202520262025
(in millions)
Total amortization expense$1,442$1,913$5,405$5,801

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”).

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, 2026
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$458$458(a)$—$—
Redeemable noncontrolling interests(60)——(60)(b)
Total$398$458$—$(60)

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair value measurements
As of June 30, 2025
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$1,249$1,249(a)$—$—
Redeemable noncontrolling interests(261)——(261)(b)
Total$988$1,249$—$(261)
(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)See Note 11—Additional Financial Information. 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.

Financial Instruments

The carrying value of the Company’s financial instruments exclusive of borrowings, such as cash and cash equivalents, receivables and payables approximates fair value.

The following table sets forth the fair value and carrying value of the Company’s Borrowings:

As of March 31, 2026As of June 30, 2025
(in millions)
Borrowings
Fair value$6,561$6,625
Carrying value$6,605$6,602

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, 2026 and June 30, 2025, 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 2025 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

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and a maturity date of June 2028 (See Note 9—Borrowings in the 2025 Form 10-K under the heading “Revolving Credit Agreement”). As of March 31, 2026, there were no borrowings outstanding under the revolving credit agreement.

NOTE 6. STOCKHOLDERS’ EQUITY

Stock Repurchase Program

The Company’s Board of Directors (the “Board”) previously 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” and, together with the Class A Common Stock, the “Common Stock”). In August 2025, the Board authorized incremental stock repurchases of an additional $5 billion of Common Stock. With this increase, the Company’s total stock repurchase authorization is now $12 billion. The program has no time limit and may be modified, suspended or discontinued at any time.

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.

In connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in October 2025 in which the Company paid a third-party financial institution $700 million and $800 million and received initial deliveries of approximately 8.5 million and 10.9 million shares of Class A Common Stock and Class B Common Stock, respectively, representing 80% of the value of such payments in shares, calculated at a price of $65.51 and $58.83 per share, which were the Nasdaq Global Select Market (“Nasdaq”) closing share prices of the Class A Common Stock and Class B Common Stock, respectively, on October 30, 2025. Upon final settlement of the ASR, the Company received final deliveries of approximately 1.8 million shares of Class A Common Stock in February 2026 and 2.6 million shares of Class B Common Stock in March 2026. The number of shares received upon final settlement were determined using a price of $67.36 and $59.39 per share of the Class A Common Stock and Class B Common Stock, respectively (the volume-weighted average market price of the Common Stock on the Nasdaq during the term of the ASR agreement less a discount, less the initial deliveries). The Company accounted for the ASR agreement as two separate transactions. The initial deliveries of Common Stock were accounted for as a treasury stock transaction recorded on the acquisition date. The final settlements of Common Stock were accounted for as a forward contract indexed to the Class A Common Stock or Class B Common Stock, as applicable, and qualified as an equity transaction.

Inclusive of the ASR agreement, the Company repurchased approximately 31 million shares of Common Stock for approximately $1.9 billion during the nine months ended March 31, 2026.

As of March 31, 2026, the Company’s remaining stock repurchase authorization was approximately $3.5 billion. Subsequent to March 31, 2026, the Company repurchased approximately 0.8 million shares of Common Stock for approximately $50 million.

Stockholders Agreement

On September 8, 2025, the Company entered into a stockholders agreement (the “2025 Stockholders Agreement”) with LGC Holdco, LLC (“LGC Holdco”) and certain Murdoch family trusts (collectively, the “LGC Family Trusts”). In connection with this, the stockholders agreement between the Company and the Murdoch Family Trust (See Note 11—Stockholders’ Equity in the 2025 Form 10-K) was terminated. The 2025 Stockholders Agreement limits the LGC Family Trusts and LGC Holdco from owning, collectively with certain Murdoch family members (the “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of Class B Common Stock and requires the LGC Family Trusts and LGC Holdco to forfeit votes to the extent necessary to ensure that the Murdoch Individuals, the LGC Family Trusts and LGC Holdco collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch Individual votes their own shares differently from the others on any matter. In addition, the 2025

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stockholders Agreement provides the Company with a right of first refusal with respect to any underwritten public offering of the shares of Class B Common Stock held by the LGC Family Trusts or LGC Holdco to anyone other than the Murdoch Individuals and their affiliates, subject to certain exceptions, and provides the LGC Family Trusts and LGC Holdco with certain customary registration rights.

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,
2026202520262025
Cash dividend per share$0.28$0.27$0.56$0.54

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 during the three months ended March 31, 2026, which was paid on March 25, 2026.

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 2025 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,
2026202520262025
(in millions)
Equity-based compensation$30$29$90$97
Intrinsic value of all settled equity-based awards$40$20$221$123
Tax benefit on settled equity-based awards$3$5$32$22

The Company’s equity-based awards are settled in Class A Common Stock. As of March 31, 2026, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $130 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, if all necessary conditions have not been satisfied for the periods presented.

Awards Vested, Granted and Exercised

Restricted Stock Units

During the nine months ended March 31, 2026 and 2025, approximately 1.6 million and 1.5 million restricted stock units (“RSUs”) vested and approximately 1.2 million and 1.7 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.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Performance-Based Stock Options

During the nine months ended March 31, 2026 and 2025, approximately 1.9 million and 3.0 million performance-based stock options were exercised and approximately 2.4 million and 3.4 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, 2026 and June 30, 2025 were approximately $34 billion and $35 billion, respectively. The decrease from June 30, 2025 was primarily due to sports programming rights payments.

Legal and Other 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 Twenty-First Century Fox, Inc. (“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, co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the separation agreement entered into connection with the separation of 21CF and the Company in 2019 and 21CF becoming a wholly-owned subsidiary of The Walt Disney Company (“Disney”) (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 $25 million and $30 million as of March 31, 2026 and June 30, 2025, respectively.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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. This includes the lawsuit filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) in February 2021 seeking $2.7 billion in damages.

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 argued summary judgment motions in the Smartmatic case on December 2, 2025. At this time, no trial date has been set by the court in the Smartmatic lawsuit and a trial is not expected to commence until later in 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.

In 2023, stockholders of the Company filed derivative lawsuits in the Delaware Court of Chancery (the “Chancery Court”) against certain directors and officers of the Company, naming the Company as a nominal defendant. The Chancery Court consolidated the lawsuits into one matter captioned In re Fox Corporation Deriv. Litig., C.A. No. 2023-0418 (Del.Ch.). 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 and limited discovery on this issue is ongoing. The Company intends to continue to vigorously defend against these claims.

Tax Contingencies

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. In connection with the Transaction, each member of the 21CF consolidated group, which includes 21CF, the Company (prior to 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 Transaction requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during current or future audits by the IRS and other jurisdictional tax authorities in amounts that the Company cannot quantify.

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 limited number of employees covered by collective bargaining agreements. The net periodic benefit cost was $8 million and $9 million for the three months ended March 31, 2026 and 2025, respectively, and $25 million and $26 million for the nine months ended March 31, 2026 and 2025, respectively.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 (“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 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 and 11 are affiliated with MyNetworkTV. 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 FOX One, the Company’s direct-to-consumer subscription streaming service launched in August 2025, 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. Intersegment transactions principally relate to the sublicensing of sports content, direct-to-consumer streaming services and rental of studio and administrative space, which are recorded consistently with the recognition of transactions with third parties and are eliminated in consolidation.

Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: 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. Effective July 1, 2025, the Company no longer removes the impact of amortization of cable distribution investments when calculating Segment EBITDA. Prior periods were not restated as the impact of the change is immaterial to the calculation. 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.

We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.

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,
2026202520262025
(in millions)
Revenues
Cable Network Programming$1,741$1,636$5,678$5,398
Television2,1972,7047,1847,618
Corporate and Other15258365181
Eliminations(96)(27)(313)(184)
Total revenues$3,994$4,371$12,914$13,013
Segment EBITDA
Cable Network Programming$884$878$2,371$2,283
Television19160733637
Corporate and Other(121)(82)(393)(235)
Amortization of cable distribution investments—(1)—(9)
Depreciation and amortization(101)(95)(299)(283)
Restructuring, impairment and other corporate matters(32)(55)(38)(251)
Equity losses of affiliates(20)(18)(18)(11)
Interest expense, net(66)(55)(214)(185)
Non-operating other, net(499)(158)(785)156
Income before income tax expense2364741,3572,102
Income tax expense(61)(120)(326)(528)
Net income1753541,0311,574
Less: Net income attributable to noncontrolling interests(9)(8)(37)(28)
Net income attributable to Fox Corporation stockholders$166$346$994$1,546

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31,For the nine months ended March 31,
2026202520262025
(in millions)
Reconciliation of Revenues to Segment EBITDA
Cable Network Programming
Revenues$1,741$1,636$5,678$5,398
Operating expenses(702)(601)(2,831)(2,657)
Selling, general and administrative(155)(158)(476)(467)
Amortization of cable distribution investments—1—9
Segment EBITDA$884$878$2,371$2,283
Television
Revenues$2,197$2,704$7,184$7,618
Operating expenses(1,736)(2,359)(5,642)(6,191)
Selling, general and administrative(270)(285)(809)(790)
Segment EBITDA$191$60$733$637
For the three months ended March 31,For the nine months ended March 31,
2026202520262025
(in millions)
Revenues by Segment by Component
Cable Network Programming
Distribution(a)$1,233$1,169$3,486$3,340
Advertising3903721,2261,153
Content and other11895966905
Total Cable Network Programming revenues1,7411,6365,6785,398
Television
Advertising1,1661,6644,1974,634
Distribution(a)8588702,5102,500
Content and other173170477484
Total Television revenues2,1972,7047,1847,618
Corporate and Other15258365181
Eliminations(96)(27)(313)(184)
Total revenues$3,994$4,371$12,914$13,013
(a)The Company generates distribution revenue from agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company’s owned and operated television stations and from subscription fees for the Company’s direct-to-consumer streaming services. In addition, the Company generates distribution revenue from agreements with independently owned television stations that are affiliated with the FOX Network.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31,For the nine months ended March 31,
2026202520262025
(in millions)
Depreciation and amortization
Cable Network Programming$25$24$78$69
Television32289287
Corporate and Other4443129127
Total depreciation and amortization$101$95$299$283
For the three months ended March 31,For the nine months ended March 31,
2026202520262025
(in millions)
Capital expenditures
Cable Network Programming$38$27$104$80
Television562011948
Corporate and Other412713884
Total capital expenditures$135$74$361$212
As of March 31, 2026As of June 30, 2025
(in millions)
Assets
Cable Network Programming$3,239$2,895
Television8,6657,924
Corporate and Other8,90010,755
Investments9791,621
Total assets$21,783$23,195

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,
2026202520262025
(in millions)
Restructuring charges(a)$(15)$(15)$(22)$(26)
Other corporate matters
Legal settlement costs(a)(1)(25)(11)(122)
U.K. Newspaper Matters Indemnity(b)(1)(14)(3)(33)
Other(a)(15)(1)(2)(70)
Total restructuring, impairment and other corporate matters$(32)$(55)$(38)$(251)
(a)Primarily related to the discontinuation of Venu Sports for the nine months ended March 31, 2025.
(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,
2026202520262025
(in millions)
Interest expense$(89)$(94)$(309)$(313)
Interest income233995128
Total interest expense, net$(66)$(55)$(214)$(185)

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,
2026202520262025
(in millions)
Net (losses) gains on investments in equity securities(a)$(496)$(155)$(776)$164
Other(3)(3)(9)(8)
Total non-operating other, net$(499)$(158)$(785)$156
(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).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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, 2026As of June 30, 2025
(in millions)
Investments(a)$979$1,621
Operating lease assets895814
Inventories, net854742
Grantor Trust assets237246
Other304309
Total other non-current assets$3,269$3,732
(a)Includes investments accounted for at fair value on a recurring basis of $458 million and $1.2 billion as of March 31, 2026 and June 30, 2025, respectively (See Note 4—Fair Value).

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, 2026As of June 30, 2025
(in millions)
Programming payable$1,066$1,070
Accrued expenses9911,081
Deferred revenue268299
Operating lease liabilities4541
Other current liabilities233406
Total accounts payable, accrued expenses and other current liabilities$2,603$2,897

Other Liabilities

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

As of March 31, 2026As of June 30, 2025
(in millions)
Non-current operating lease liabilities$924$822
Accrued non-current pension/postretirement liabilities264276
Other non-current liabilities227243
Total other liabilities$1,415$1,341

Redeemable Noncontrolling Interests

Put rights held by minority shareholders in consolidated companies are recorded by the Company as redeemable noncontrolling interests. The put right held by the Credible Labs Inc. (“Credible”) minority interest shareholder was exercised in December 2024 and was settled during the nine months ended March 31, 2026. The put right held by the entertainment production company’s minority shareholder will become exercisable in

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

fiscal 2029. The put right held by the digital media company’s minority shareholders will become exercisable in fiscal 2030.

The changes in redeemable noncontrolling interests were as follows:

For the three months ended March 31,For the nine months ended March 31,
2026202520262025
(in millions)
Beginning of period$84$200$288$242
Acquisitions(a)—27—27
Net income—14—
Redemption of noncontrolling interests——(208)—
Accretion and redemption value adjustments———(41)
End of period$84$228$84$228
(a)See Note 2—Acquisitions, Disposals and Other Transactions.

Future Performance Obligations

As of March 31, 2026, approximately $6.1 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 distribution 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

The following table summarizes supplemental information on the Statements of Cash Flows:

For the nine months ended March 31,
20262025
(in millions)
Supplemental cash flow information
Cash paid for interest$(343)$(342)
Cash paid for income taxes$(306)$(350)

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