UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended June 30 , 2024
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
(Exact name of registrant as specified in its charter)
| | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| | ||||||||||||||
| (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 class | Trading Symbols | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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.
x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of December 29, 2023, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately $7.1 billion, based upon the closing price of $29.67 per share as quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the registrant’s Class B Common Stock, par value $0.01 per share, held by non-affiliates was approximately $3.6 billion, based upon the closing price of $27.65 per share as quoted on The Nasdaq Global Select Market on that date.
As of August 5, 2024, 224,646,403 shares of Class A Common Stock and 235,581,025 shares of Class B Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Fox Corporation definitive Proxy Statement for its 2023 Annual Meeting of Stockholders, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Fox Corporation’s fiscal year end.
TABLE OF CONTENTS
| Page | ||||||||
ITEM 15. | ||||||||
PART I
ITEM 1. BUSINESS
Background
The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible and the FOX Studio Lot with the following two reportable segments:
•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S.
•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand (“AVOD”) service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. The segment also includes various production companies that produce content for the Company and third parties.
Credible is a U.S. consumer finance marketplace. 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.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, 2024 (“fiscal 2024”) to “FOX,” the “Company,” “we,” “us” or “our” mean Fox Corporation and its consolidated subsidiaries. We use the term “MVPDs” to refer collectively to traditional MVPDs and virtual MVPDs.
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX’s Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”) began trading on The Nasdaq Global Select Market (the “Transaction”). The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney. The Company is party to a separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company’s relationship with 21CF and Disney following the Transaction.
The Company’s fiscal year ends on June 30 of each year. The Company was incorporated in 2018 under the laws of the State of Delaware. The Company’s principal executive offices are located at 1211 Avenue of the Americas, New York, New York 10036 and its telephone number is (212) 852-7000. The Company’s website is www.foxcorporation.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, through the Company’s website as soon as reasonably practicable after the material is electronically filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We are providing our website address solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Annual Report as being posted on the website, into this Annual Report.
Caution Concerning Forward-Looking Statements
This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words. Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking
1
statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions. For more detailed information about these factors, see Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements.”
Forward-looking statements in this Annual Report speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.
Business Overview
FOX produces and delivers compelling news, sports and entertainment content through its iconic brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group. The Company differentiates itself in a crowded media and entertainment marketplace through its simple structure, the leadership positions of its brands and premium programming that focus on live and “appointment-based” content, a significant presence in major markets, and broad distribution of its content across traditional and digital platforms.
Our Competitive Strengths
Premium brands that resonate deeply with viewers.
Under the FOX banner, we produce and distribute content through some of the world’s leading and most valued brands. Our long track record of challenging the status quo emboldens us to continue making innovative decisions, disrupting norms and forming deeper relationships with audiences. FOX News Media is among the most influential and recognized news brands in the world. FOX Sports has earned a reputation for bold sports programming and, with its availability in virtually every U.S. market, is a leading destination for live sports events and sports commentary. FOX Entertainment is renowned for its engaging primetime entertainment, including scripted dramas, leading unscripted programming and its longstanding Sunday animation block. Tubi, our leading AVOD service, attracts a young, diverse and highly engaged audience to its content library of over 260,000 movies and television episodes. These brands and others in our portfolio, such as our 29 owned and operated local television stations, including 18 broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers. The quality of our programming and the strength of our brands maximize the value of our content through a combination of affiliate fees and advertising sales.
Leadership positions across strategically significant programming platforms.
FOX enjoys leadership positions across its core news, sports and entertainment businesses. As linear television viewership declines across the industry, “appointment-based” programming that is the FOX hallmark remains resilient. For over 20 consecutive years, FOX News has been the top-rated national cable news channel in Monday to Friday primetime viewing, according to The Nielsen Company (“Nielsen”). FOX News also finished the fiscal year as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eighth consecutive year. A leader in marquee live sports broadcasts, FOX Sports programs the National Football League (“NFL”) (including the #1 show on television among Adults 18-49, America's Game of the Week), college football (including the Big Ten Conference), Major League Baseball's (“MLB”) Regular Season, All-Star Game and World Series, National Association of Stock Car Auto Racing (“NASCAR”) and other marquee cyclical events, including the Super Bowl and the Fédération Internationale de Football Association (“FIFA”) Men's and Women's World Cup. FOX Sports has secured a significant portion of its marquee rights under long-term contracts. FOX Entertainment has delivered the youngest and most diverse audience of the broadcast networks across all programming in primetime for over two decades. During the 2023-2024 broadcast season, FOX Entertainment featured the season’s #1 new entertainment series with the FOX-owned animated comedy Krapopolis, launched the #1 game show with The Floor, once again presented television’s top cooking
2
competition series with Gordon Ramsay’s Next Level Chef, Hell’s Kitchen, MasterChef Junior and Kitchen Nightmares, and had four of the top comedies on television with Krapopolis, The Simpsons, Bob’s Burgers and Family Guy.
FOX Television Stations covers 18 Nielsen-designated market areas (“DMAs”), including 14 of the 15 largest, and was the #1 or #2 rated news provider in the hours of 5 a.m. - 9 a.m. in the majority of the markets in which it operates. Under FOX’s ownership, Tubi has become one of the most relevant and fastest growing AVOD services in the country, with over 40% growth in total view time (the total number of hours watched) in fiscal 2024 compared to the prior fiscal year. Tubi finished the fiscal year with approximately 2.0% of all television viewing according to Nielsen’s The Gauge, further cementing its leadership as the most watched free ad-supported TV (“FAST”) streaming service in the U.S. We believe the strength and leadership of our brands will continue to support industry leading affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the opportunities and challenges traditional media companies are facing as technologies and changes in consumer behavior continue to rapidly evolve.
Significant presence and relevance in major domestic markets.
The FOX portfolio combines the range of national cable and broadcast networks and digital distribution platforms with the power of tailored local television. FOX News and FOX Business are available in over 65 million U.S. households and FOX Sports and FOX Entertainment programming on the FOX Network is available in virtually every U.S. market. Additionally, our 29 owned and operated television stations cover 18 DMAs, including 14 of the 15 largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest. These stations provide balanced content of national interest with programming of note to local communities, producing over 1,200 hours of local news coverage each week. Tubi’s ubiquitous availability provides broad distribution of films, episodic television programming, live local and national news content and sports programming. Tubi carries over 100 local station feeds (including feeds of our owned and operated stations), covering 77 DMAs and 23 of the top 25 markets. The breadth and depth of our footprint allows us to produce and distribute our content in a cost-effective manner and share best business practices and models across regions. It also enables us to engage audiences, develop deeper consumer relationships and create more compelling product offerings.
Attractive financial profile, including multiple revenue streams, strong balance sheet and other assets.
We have consistently achieved strong operational and financial results in a complex industry environment. Additionally, our solid balance sheet provides us with the financial flexibility to continue to invest across our businesses, allocate resources toward investments in growth initiatives, take advantage of strategic opportunities, including potential acquisitions across the range of media categories in which we operate and related adjacencies, and return capital to our stockholders. We have maintained significant liquidity, ending fiscal 2024 with approximately $4.3 billion of cash and cash equivalents on our balance sheet while returning approximately $1.25 billion of capital to our stockholders through our stock repurchase program and cash dividends during fiscal 2024. We also benefit from a tax asset that resulted from the step-up in the tax basis of our assets following the Transaction, which is expected to provide an annual cash tax benefit for many years. Our asset portfolio also includes the FOX Studio Lot in Los Angeles, California, which spans over 50 acres and close to 2 million square feet of space for administration and television and film production services available to industry clients, including 15 sound stages, two broadcast studios, and other production facilities. Additionally, we own an equity stake in Flutter Entertainment plc (“Flutter”), an online sports betting and gaming company with operations in the U.S. and internationally, and we maintain a valuable option to acquire 18.6% of FanDuel Group, a majority-owned subsidiary of Flutter.
Goals and Strategies
Maintain leading positions in live news, live sports and quality entertainment.
We have long been a leader in news, sports and entertainment programming, and we believe that building on our leading market positions is essential to our success. The strength of our core businesses has allowed us to invest in attractive growth opportunities and brand extensions. Examples of this include digital brand extensions at FOX News Media, including the FOX Nation SVOD service and the FOX Weather FAST service. At Tubi, our investment in content, technology and marketing has yielded new viewers and increased engagement from our audience, which has translated into robust revenue growth. In fiscal 2024, Tubi expanded
3
its content library through the premiere of over 140 new original titles and the launch of over 60 sports, entertainment and local news channels, for a total of over 280 sports, entertainment and local news channels as of the end of the fiscal year. We consistently review opportunities to optimize our sports portfolio with the dual goal of maintaining and growing our audience while achieving accretive financial returns. Fiscal 2024 highlights of this include a rights extension with NASCAR and the launch of the United Football League (the “UFL”) professional spring football league. Recognizing the industry-wide changes in viewership habits, FOX Entertainment has continued to expand its footprint across owned and unscripted content, including leveraging the breadth of offerings from FOX Entertainment studios to populate its primetime lineup and reduce its reliance on third-party content providers. FOX Entertainment studios also co-produces original content for third parties, such as Prime Video’s animated hit Hazbin Hotel, addressing the demand generated by the growth and proliferation of entertainment content streaming services. FOX Television Stations’ rollout of local news content on connected televisions and FAST services in a number of markets has led to the stations’ total view time for the period of March 2024 through June 2024 that was approximately four times higher compared to the same period in the prior year. We believe continuing to provide compelling news, sports and entertainment programming across platforms will increase audience engagement and drive growth across our distribution, affiliate and advertising relationships.
Increase revenue growth through the continued delivery of high quality, premium and valuable content.
With a focused portfolio of assets, we create and produce high quality programming that delivers value for our viewers, our affiliates and our advertisers. We expect our internal production capabilities and co-production arrangements will facilitate growth by enabling us to directly manage the economics and programming decisions of our broadcast network and television stations. We also believe our unique ability to deliver “appointment-based” viewing and audiences at scale, along with innovative advertising platforms, delivers substantial value to our advertising customers, and the unique nature of our “appointment-based” content positions us to maintain and even grow audiences during a time of increasing consumer fragmentation.
Expand our digital distribution offerings and direct engagement with consumers, increasing complementary sources of revenues.
The availability of our key networks on all major virtual MVPD services reflects the strength of our brands and the highly coveted nature of our content. We are also cultivating and growing direct interactions between FOX brands and consumers outside traditional linear television. For example, Tubi provides us with a wholly-owned digital platform to access a wider digital audience and further the reach of our content. Tubi continues to experience significant growth in total view time across a library of over 260,000 movies and television episodes, including key FOX entertainment, news and sports programming, and it streamed approximately 9.7 billion hours of content over the course of the fiscal year (a record for the platform). Tubi’s young, diverse and highly engaged viewers, the majority of which are classified as “cord-cutters” or “cord-nevers,” is an audience that advertisers are eager to reach. FOX News Media operates a number of digital businesses, including FOX News Digital, which remains the most engaged brand in digital news (leading in total views, minutes spent and social interactions), along with the FOX Nation SVOD service, which offers U.S. consumers a variety of content (including original programming), and FOX Weather, which offers local, regional and national weather reporting in addition to live programming. Additionally, FOX Television Stations operates a portfolio of digital businesses, including the FLX (or FOX Local Extension) digital advertising platform and the LiveNOW from FOX, FOX Locals and FOX Soul FAST services, in addition to distributing its local news programming on Tubi and across a range of third-party platforms. Venu Sports, a digital sports programming distribution joint venture with ESPN (a subsidiary of Disney) and Warner Bros. Discovery, is expected to launch in fall of 2024 and expand the reach of our sports programming beyond FOX’s existing footprint.
Reportable Segments
Cable Network Programming
The Cable Network Programming segment produces and licenses news, business news and sports content for distribution through traditional and virtual MVPDs and other digital platforms, primarily in the U.S. The businesses in this segment include FOX News Media (which includes FOX News and FOX Business) and our primary cable sports programming networks FS1, FS2, the Big Ten Network and FOX Deportes.
4
The following table lists the Company’s significant cable networks and the number of subscribers as estimated by Nielsen:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| FOX News Media Networks | |||||||||||
| FOX News | 67 | 72 | |||||||||
| FOX Business | 65 | 70 | |||||||||
| FOX Sports Networks | |||||||||||
| FS1 | 67 | 72 | |||||||||
| FS2 | 48 | 52 | |||||||||
| The Big Ten Network | 45 | 48 | |||||||||
| FOX Deportes | 12 | 13 | |||||||||
FOX News Media. FOX News Media includes the FOX News and FOX Business networks and their related properties. For over 20 consecutive years, FOX News has been the top-rated national cable news channel in Monday to Friday primetime viewing. FOX News also finished the fiscal year as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eighth consecutive year. FOX Business is a business news national cable channel and was the #1 business network in business day among total viewers during fiscal 2024. FOX News also produces a weekend political commentary show, FOX News Sunday, for broadcast on the FOX Television Stations and stations affiliated with the FOX Network throughout the U.S. FOX News also produces FOX News Audio, which licenses news updates, podcasts, and long-form programs to local radio stations and to mobile, Internet and satellite radio providers.
FS1. FS1 is a multi-sport national network that features live events, including regular season and post-season MLB games, NASCAR, college football, college basketball, the FIFA Men’s and Women’s World Cup, Major League Soccer (“MLS”), the UFL, the Union of European Football Associations (“UEFA”) European Championship, UEFA Nations League, Concacaf and CONMEBOL soccer and horse racing. In addition to live events, FS1 offers daily studio shows featuring key talent, including Colin Cowherd, Nick Wright and Emmanuel Acho.
FS2. FS2 is a multi-sport national network that features live events, including NASCAR, collegiate sports, horse racing, rugby, soccer and motor sports.
FOX Sports Racing. FOX Sports Racing is a 24-hour video programming service consisting of motor sports programming, including National Hot Rod Association, motorcycle racing and horse racing. FOX Sports Racing is distributed to subscribers in Canada and the Caribbean.
FOX Soccer Plus. FOX Soccer Plus is a premium video programming network that showcases exclusive live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Saudi Pro League, Super Rugby League, Australian Football League and the National Rugby League.
FOX Deportes. FOX Deportes is a Spanish-language sports programming service distributed in the U.S. FOX Deportes features coverage of a variety of sports events, including premier soccer (such as matches from MLS and Liga MX), the NFL NFC Championship and the Super Bowl, MLB (including regular season games, the National League Championship Series in alternating years and the All-Star and World Series games), NASCAR Cup Series, college football and UFL. In addition to live events, FOX Deportes also features multi-sport news and highlight shows and daily studio programming. FOX Deportes is available to approximately 11.8 million cable and satellite households in the U.S., of which approximately 2.5 million are Hispanic.
The Big Ten Network. The Big Ten Network is a 24-hour national video programming service dedicated to the collegiate Big Ten Conference and Big Ten athletics, academics and related programming. The Big Ten Network televises live collegiate events, including football games, regular-season and post-season men’s and women’s basketball games, and men’s and women’s Olympic events (including wrestling, volleyball and ice hockey), as well as a variety of studio shows and original programming. The Big Ten Network also owns and
5
operates B1G+ (formerly branded BTN+), a subscription video streaming service that features live streams of non-televised sporting events, replays of televised and streamed events, and a large collection of classic games and original programming. The Company owns approximately 61% of the Big Ten Network.
Digital Distribution. The Company’s cable network programming is also distributed through FOX-branded websites, apps, podcasts and social media accounts and licensed for distribution through MVPDs’ websites and apps. The Company’s websites and apps provide live and/or on-demand streaming of network-related programming primarily on an authenticated basis to allow video subscribers of the Company’s participating distribution partners to view Company content via the Internet. These websites and apps include FOXNews.com, FOXBusiness.com, FOXWeather.com, FOXSports.com, FOXDeportes.com and OutKick.com, and the FOX News, FOX Business, FOX Weather, FOX Sports and FOX Deportes mobile apps. FOX News Media also operates direct-to-consumer services FOX Nation, an SVOD service that offers U.S. consumers a variety of content (including original programming), and FOX Weather, a FAST service that offers local, regional and national weather reporting in addition to live programming. The Big Ten Network distributes live-streaming and video-on-demand programming through the B1G+ subscription video streaming service. The Company also distributes non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such as photography, artwork and graphical design across FOX and Big Ten Network branded social media and third-party video and audio platforms.
Outkick Media. The Company owns Outkick Media, a digital media company focused on the intersection of sports, news and entertainment.
Cable Network Programming Competition
General. Cable network programming is a highly competitive business. Cable networks compete for content, distribution, viewers and advertisers with a variety of media, including broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media. Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, the quality of user experience and the effectiveness of marketing efforts. Competition for sales of advertising time is based primarily on the anticipated and actually delivered size and demographic characteristics of audiences as determined by various measurement services, price, the time of day when the advertising is to be broadcast, competition from other cable networks, broadcast networks, cable television systems, direct broadcast satellite television, social and digital media, and general economic conditions. Competition for audiences is based primarily on the selection of programming, the popularity and success of which depend on the reaction of the viewing public, which is often difficult to predict.
FOX News Media. FOX News' primary competition comes from the broadcast networks' national news divisions and cable news networks such as CNN and MSNBC. FOX Business' primary competition comes from the cable networks CNBC and Bloomberg Television. FOX News and FOX Business also compete for viewers and advertisers within a broad spectrum of television networks, including other non-news cable networks, free-to-air broadcast television networks and direct-to-consumer streaming and on-demand platforms and services. FOX News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com, CNBC.com, Bloomberg.com, Yahoo.com and The Wall Street Journal Online, among others.
FOX Sports. A number of basic and pay television programming services, direct-to-consumer streaming services, and free-to-air stations and broadcast networks compete with FS1, FS2 and the Big Ten Network for sports programming rights, distribution, audiences and advertisers. On a national level, the primary competitors to FS1, FS2, and the Big Ten Network are ESPN, ESPN2, TNT, TBS, USA Network, CBS Sports Network; league-owned networks such as NFL Network, NHL Network, NBA TV and MLB Network; collegiate conference-specific networks such as the SEC Network and ACC Network; and direct-to-consumer streaming services such as ESPN+, Peacock, Amazon Prime Video, Netflix, Apple TV+, Paramount+, Max, FuboTV and Roku. In regional markets, the Big Ten Network competes with regional sports networks, local broadcast television stations and other sports programming providers and distributors.
6
Television
The Television segment produces, acquires, markets and distributes programming through the FOX broadcast network, the Tubi AVOD service, broadcast television stations and other digital platforms, primarily in the U.S. The segment also includes various production companies that produce content for the Company and third parties.
FOX Television Stations
FOX Television Stations owns and operates 29 full power broadcast television stations, which deliver broadcast network content, local news and syndicated programming to viewers in 18 local markets. These include stations located in 14 of the top 15 largest DMAs and two stations (referred to as duopolies) in each of 11 DMAs, including the three largest DMAs (New York, Los Angeles and Chicago). In two of the duopoly markets, FOX Television Stations is internally channel sharing whereby both of its stations in the market operate using a single 6 MHz channel. Of the 29 full power broadcast television stations, 18 stations are affiliated with the FOX Network. These stations leverage viewer, distributor and advertiser demand for the FOX Network’s national content. In addition, the FOX Network’s strategy to deliver fewer hours of national content than other major broadcasters benefits stations affiliated with the FOX Network, which can utilize the flexibility in scheduling to offer expanded local news and other programming that viewers covet. Our 29 stations collectively produce over 1,200 hours of local news coverage every week. For a description of the programming offered to affiliates of the FOX Network, see “—The FOX Network.” In addition, FOX Television Stations owns and operates 10 stations broadcasting programming from MyNetworkTV.
FOX Television Stations also operates a portfolio of digital businesses. These include the FLX (or FOX Local Extension) digital advertising platform and digital distribution businesses, including the LiveNOW from FOX, FOX Locals and FOX Soul FAST services described below under the heading “Digital Distribution.”
The following table lists certain information about each of the television stations owned and operated by FOX Television Stations. Unless otherwise noted, all stations are affiliates of the FOX Network.
FOX Television Stations
| DMA/Rank | Station | Digital Channel RF (Virtual) | Type | Percentage of U.S. Television Households in the DMA (a) | |||||||||||||||||||||||||
| New York, NY | 1 | WNYW | 27(5) | UHF | 6.0% | ||||||||||||||||||||||||
WWOR-TV(b)(c) | 25(9) | UHF | |||||||||||||||||||||||||||
| Los Angeles, CA* | 2 | KTTV | 11(11) | VHF | 4.7% | ||||||||||||||||||||||||
KCOP-TV(b) | 13(13) | VHF | |||||||||||||||||||||||||||
| Chicago, IL* | 3 | WFLD | 24(32) | UHF | 2.9% | ||||||||||||||||||||||||
WPWR-TV(b)(d) | 31(50) | UHF | |||||||||||||||||||||||||||
| Philadelphia, PA* | 4 | WTXF-TV | 31(29) | UHF | 2.5% | ||||||||||||||||||||||||
| Dallas, TX* | 5 | KDFW | 35(4) | UHF | 2.5% | ||||||||||||||||||||||||
KDFI(b) | 27(27) | UHF | |||||||||||||||||||||||||||
| Houston, TX* | 6 | KRIV | 26(26) | UHF | 2.2% | ||||||||||||||||||||||||
KTXH(b) | 19(20) | UHF | |||||||||||||||||||||||||||
| Atlanta, GA* | 7 | WAGA-TV | 27(5) | UHF | 2.2% | ||||||||||||||||||||||||
| Washington, DC* | 9 | WTTG | 36(5) | UHF | 2.1% | ||||||||||||||||||||||||
WDCA(b)(e) | 36(20) | UHF | |||||||||||||||||||||||||||
| San Francisco, CA* | 10 | KTVU | 31(2) | UHF | 2.0% | ||||||||||||||||||||||||
KICU-TV(f) | 36(36) | UHF | |||||||||||||||||||||||||||
| Phoenix, AZ* | 11 | KSAZ-TV | 10(10) | VHF | 1.7% | ||||||||||||||||||||||||
KUTP(b) | 26(45) | UHF | |||||||||||||||||||||||||||
| Tampa, FL* | 12 | WTVT | 12(13) | VHF | 1.7% | ||||||||||||||||||||||||
7
| DMA/Rank | Station | Digital Channel RF (Virtual) | Type | Percentage of U.S. Television Households in the DMA (a) | |||||||||||||||||||||||||
| Seattle-Tacoma, WA* | 13 | KCPQ | 13(13) | VHF | 1.7% | ||||||||||||||||||||||||
KZJO(b) | 36(22) | UHF | |||||||||||||||||||||||||||
| Detroit, MI* | 14 | WJBK | 7(2) | VHF | 1.5% | ||||||||||||||||||||||||
Minneapolis, MN*(g) | 15 | KMSP-TV | 9(9) | VHF | 1.5% | ||||||||||||||||||||||||
WFTC(b) | 29(29) | UHF | |||||||||||||||||||||||||||
| Orlando, FL* | 16 | WOFL | 22(35) | UHF | 1.5% | ||||||||||||||||||||||||
WRBW(b) | 28(65) | UHF | |||||||||||||||||||||||||||
| Austin, TX* | 35 | KTBC | 7(7) | VHF | 0.8% | ||||||||||||||||||||||||
| Milwaukee, WI | 38 | WITI(h) | 31(6) | UHF | 0.8% | ||||||||||||||||||||||||
| Gainesville, FL* | 158 | WOGX | 31(51) | UHF | 0.1% | ||||||||||||||||||||||||
| TOTAL | 38.4% | ||||||||||||||||||||||||||||
Source: Nielsen, January 2024
| * | Denotes a market where stations are also broadcasting in the ATSC 3.0 "NextGenTV" standard in partnership with broadcasters in the applicable DMA through channel sharing arrangements or, in the case of KCOP-TV, KTXH and WRBW, each of those stations has made the conversion to and is broadcasting in the ATSC 3.0 standard. | |||||||||||||
(a) | VHF television stations transmit on Channels 2 through 13 and UHF television stations on Channels 14 through 36. The Federal Communications Commission (the “FCC”) applies a discount (the “UHF Discount"), which attributes only 50% of the television households in a local television market to the audience reach of a UHF television station for purposes of calculating whether that station’s owner complies with the national station ownership cap imposed by FCC regulations and by statute; in making this calculation, only the station’s RF Broadcast Channel is considered. In a duopoly market, both stations must be UHF for the discount to apply. In addition, the coverage of two commonly owned stations in the same market is counted only once. The percentages listed are rounded and do not take into account the UHF Discount. For more information regarding the FCC’s national station ownership cap, see “Government Regulation.” | |||||||||||||
(b) | MyNetworkTV licensee station. | |||||||||||||
(c) | WWOR-TV hosts television station WRNN, New Rochelle, NY, licensed to WRNN License Company, LLC, an unrelated third party pursuant to a channel sharing agreement between FOX Television Stations and shared WRNN License Company, LLC. A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN. | |||||||||||||
(d) | WPWR-TV channel shares with WFLD. | |||||||||||||
(e) | WDCA channel shares with WTTG. | |||||||||||||
(f) | Independent station. | |||||||||||||
(g) | The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN. Station KFTC is in addition to the 29 full power stations described in this section. | |||||||||||||
(h) | WITI hosts television station WVCY, Milwaukee, WI, licensed to VCY America, Inc., an unrelated third party pursuant to a channel sharing agreement between WITI Television, LLC, the predecessor in interest of FOX Television Stations, and VCY America, Inc. A portion of the spectrum family licensed to WITI is now shared with and licensed to WVCY. | |||||||||||||
The FOX Network
The FOX Network is a premier national television broadcast network, renowned for disrupting legacy broadcasters with powerful sports programming and appealing primetime entertainment. The FOX Network regularly delivers 15 hours of weekly primetime programming to 209 local market affiliates, including 18 stations owned and operated by the Company, covering virtually every U.S. market, according to Nielsen. The FOX Network primetime lineup is intended to appeal primarily to the 18 to 49 year old audience, the demographic
8
group that advertisers seek to reach most often, with particular success in the 18 to 34 year old audience. The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 29 broadcast seasons. During the 2023-2024 broadcast season, the FOX Network ranked #2 in the 18 to 49 and 18 to 34 year old audiences and #1 in the male 18 to 49 and 18 to 34 year old audiences (based on Nielsen’s live+7 ratings). The median age of the FOX Network viewer is 58 years, as compared to 65 years for ABC, 66 years for CBS and 65 years for NBC.
•FOX Sports. A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2023-2024 broadcast season live coverage of the NFL, including the premier NFC rights package and America's Game of the Week (the #1 show on television). The FOX Network also provides live coverage of MLB (including the post-season and the World Series), college football and basketball, the NASCAR Cup Series (including the Daytona 500), MLS and the UFL. In certain years, FOX Sports broadcasts the Super Bowl, the FIFA Men’s and Women’s World Cup, the Copa América tournament and the UEFA European Championship. FOX Sports entered into an expanded 11-year media rights agreement with the NFL in fiscal 2021 that extended FOX Sports' coverage of NFL games and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on Tubi.
•FOX Entertainment. FOX Entertainment delivers high-quality scripted, unscripted, animated and live event content. FOX Entertainment primetime programming during the 2023-2024 broadcast season featured such scripted series as The Cleaning Lady and Alert: Missing Persons Unit, along with the FOX Entertainment-owned comedy Animal Control; animated series, including The Simpsons, Bob's Burgers, Family Guy and The Great North; and unscripted series, such as Next Level Chef and Gordon Ramsay’s Food Stars from Studio Ramsay Global (FOX’s co-owned production company with Gordon Ramsay), The Masked Singer, I Can See Your Voice, LEGO Masters, Special Forces: World’s Toughest Test, Farmer Wants a Wife and investigative report specials from FOX-owned TMZ. During the 2023- 2024 broadcast season, FOX Entertainment featured the season’s #1 new entertainment series with the FOX-owned animated comedy Krapopolis; launched the #1 game show with The Floor; once again presented television’s top cooking competition series with Gordon Ramsay’s Next Level Chef, Hell’s Kitchen, MasterChef Junior and Kitchen Nightmares; and had four of the top comedies on television with Krapopolis, The Simpsons, Bob’s Burgers and Family Guy.
The FOX Network obtains national sports programming through license agreements with professional or collegiate sports leagues or organizations, including long-term agreements with the NFL, MLB, college football and basketball conferences, NASCAR, FIFA, UEFA, Concacaf and CONMEBOL. Entertainment programming is obtained from major television studios, including 20th Television (formerly known as Twentieth Century Fox Television and which is owned by Disney), Sony Pictures Television and Warner Bros. Television, and independent television production companies pursuant to license agreements. The terms of these agreements generally provide the FOX Network with the right to acquire broadcast rights to a television series for a minimum of four seasons. Entertainment programming is also provided by the Company's in-house production companies, which are described below.
The FOX Network provides programming to affiliated stations and the right to broadcast network television programming on the affiliated stations in accordance with agreements of varying durations. Such agreements typically run three or more years and have staggered expiration dates. These affiliation agreements require affiliated stations to carry the FOX Network programming in all time periods in which the FOX Network programming is offered to those affiliated stations, subject to certain exceptions stated in the affiliation agreements.
FOX Entertainment Studios
Through its FOX Entertainment studios business, the Company produces entertainment programming for its own traditional and digital entertainment platforms, as well as for third parties. MarVista Entertainment is a global entertainment studio that produces and distributes movies and other content for Tubi and third-party networks and digital platforms. TMZ produces daily syndicated magazine programs, broadcast and other television specials, and other content for distribution on traditional and digital platforms, including FOX Television Stations, Tubi, FOX Nation and other digital platforms. The Company has also formed a co-owned production company with Gordon Ramsay called Studio Ramsay Global that develops, produces and distributes culinary and lifestyle programming such as Gordon Ramsay’s Food Stars and Next Level Chef for FOX, Kitchen Commando for Tubi and other programs for global markets. A full-service production studio, Fox Alternative
9
Entertainment develops and produces unscripted and alternative programming primarily for the FOX Network, including The Masked Singer, I Can See Your Voice and Name That Tune. Animation production company Bento Box Entertainment produces programming for cable and broadcast networks (including programming such as Krapopolis, Bob's Burgers and The Great North that air on the FOX Network) and digital platforms.
Tubi
Tubi is a leading AVOD service that is available on multiple digital platforms in the United States and select international regions. The business is part of the Tubi Media Group division formed in fiscal 2023 to house the Company's digital platform services. Tubi offers a content library of over 260,000 movies and television episodes from over 400 content partners, including every major Hollywood studio, and a growing number of new original titles. In fiscal 2024, Tubi expanded its content library through the premiere of over 140 new original titles. Tubi also features key FOX content, such as The Masked Singer and Next Level Chef, as well as live local and national news content and sports programming. In addition to its on-demand library, Tubi offers over 280 sports, entertainment and local news linear streaming channels. These include channels featuring FOX Entertainment’s The Masked Singer, TMZ and Studio Ramsay Global’s Gordon Ramsay and feeds from over 100 local television stations (including FOX’s owned and operated stations), covering 77 DMAs and 23 of the top 25 markets. As of June 2024, Tubi is available on 32 digital platforms, including connected television devices, and online at www.tubitv.com. In fiscal 2024, the service generated approximately 9.7 billion hours of total view time (the total number of hours watched) and finished the fiscal year with approximately 2.0% of all television viewing according to Nielsen’s The Gauge. Tubi enables the Company’s advertising partners to access a substantial, incremental digital audience. Tubi’s viewers are young, diverse and highly engaged, and the majority of its audience is classified as “cord-cutters” or “cord-nevers.”
FOX Entertainment Global
FOX Entertainment Global is FOX’s wholly-owned sales and distribution business. FOX Entertainment Global engages in domestic and international sales and licenses of scripted and unscripted series and other programs owned or controlled by various FOX entities, as well as content owned by third parties that contract with Fox Entertainment Global for distribution.
Digital Distribution
The Company’s Television segment also distributes programming through FOX-branded websites, apps, podcasts and social media accounts and licenses programming for distribution through MVPDs’ websites and apps. The Company’s websites and apps include FOX.com, FOXSports.com, TMZ.com, the FOX Sports app and the TMZ app and provide live and/or on-demand streaming of FOX Network shows and programming from broadcast stations affiliated with the FOX Network. Other digital properties offering Television segment programming and other content include Tubi and the TMZ FAST service. FOX Television Stations distributes content across websites and mobile apps associated with the stations, Tubi, a range of third-party platforms and FOX Television Station’s FAST services. These services include LiveNOW from FOX, which offers live news coverage; FOX Soul, a service dedicated to the African American viewer that features original and syndicated programming; and FOX Locals, a group of FAST services that offer live and recorded content from over 15 FOX-owned and operated local television stations. The Company’s FAST services are distributed across multiple devices and platforms, including traditional and virtual MVPDs, Tubi, connected TV device platforms and other digital platforms.
MyNetworkTV
The programming distribution service, Master Distribution Service, Inc. (branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 185 licensee stations, including 10 stations owned and operated by the Company, and is available to approximately 95% of U.S. households as of June 30, 2024.
Competition
The network television broadcasting business is highly competitive. The FOX Network (with respect to both its sports and entertainment programming), MyNetworkTV and Tubi compete for audiences, programming and advertising revenue with a variety of competing media, including other broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media. In addition, the FOX
10
Network and MyNetworkTV compete with other broadcast networks and programming distribution services to secure affiliations or station agreements with independently owned television stations in markets across the U.S. ABC, NBC and CBS each broadcast a significantly greater number of hours of programming than the FOX Network and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than the FOX Network. Technological developments are also continuing to affect competition within the broadcast television marketplace. Our entertainment programming production businesses compete with other content creators for creative talent, new content ideas, intellectual property and the distribution of their content. FOX Entertainment Global competes with other content licensors and sellers for
the distribution of its content.
Each of the stations owned and operated by FOX Television Stations also competes for advertising revenues with other television stations, radio and cable systems in its respective market area, along with other advertising media, including direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; newspapers, magazines, outdoor advertising and direct mail. All of the stations owned and operated by FOX Television Stations are located in highly competitive markets. Additional factors that affect the competitive position of each of the television stations include management experience, authorized power and assigned frequency of that station. Competition for sales of broadcast advertising time is based primarily on the anticipated and actually delivered size and demographic characteristics of audiences as determined by various rating services, price, the time of day when the advertising is to be broadcast, competition from the other broadcast networks, cable television systems, direct broadcast satellite television, services and digital media and general economic conditions. Competition for audiences is based primarily on the selection of programming, the acceptance of which is dependent on the reaction of the viewing public, which is often difficult to predict.
Other Operating Segments
FOX Studio Lot
FOX owns the FOX Studio Lot in Los Angeles, California. The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production and post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other television and film production facilities. The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until 2026 will predominantly be Disney productions.
Credible
The Company holds 66% of the equity in Credible Labs Inc. (“Credible”), which operates consumer finance and insurance marketplaces in the U.S. Credible’s offerings provide consumers personalized product and rate options for a range of financial products, including student loans, personal loans, mortgages and insurance policies from multiple consumer lending and insurance providers. Credible is part of the Tubi Media Group division.
Investments
Flutter
The Company holds an equity interest in Flutter, an online sports betting and gaming company with operations in the U.S. and internationally. The Company owns approximately 4.3 million ordinary shares, which represents approximately 2.4% of Flutter as of June 30, 2024. In addition FOX Sports holds a 10-year call option expiring in December 2030 to acquire an 18.6% equity interest in Flutter's majority-owned subsidiary, FanDuel Group ("FanDuel"), the exercise of which is subject to certain conditions and applicable gambling regulatory approvals. As of June 30, 2024, the option exercise price is approximately $4.3 billion. FOX has no
11
obligation to commit capital towards this opportunity unless and until it exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX's consent or approval from the arbitrator.
United Football League
Launched in January 2024, the UFL is a professional spring football league that consists of eight teams playing a 40-game regular season schedule in addition to two playoff games and a championship game. FOX Sports and Disney/ESPN are the domestic distribution partners of the UFL games under multi-year rights agreements. As of June 30, 2024, the Company owns approximately 42% of the UFL.
Venu Sports
In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company, and Warner Bros. Discovery to form a digital distribution platform focused on sports. Each company is expected to own one-third of the joint venture, have equal board representation and license their sports content to the joint venture on a non-exclusive basis. The Venu Sports subscription-based streaming service is expected to launch in the fall of 2024.
Government Regulation
The Communications Act and FCC Regulation
The television broadcast industry in the U.S. is highly regulated by federal laws and regulations issued and administered by various agencies, including the FCC. The FCC regulates television broadcasting, and certain aspects of the operations of cable, satellite and other electronic media that compete with broadcasting, pursuant to the Communications Act of 1934, as amended (the “Communications Act”). The introduction of new laws and regulations or changes in the enforcement or interpretation of existing laws and regulations could have a negative impact on the operations, prospects and financial performance of the Company.
In its most recent term, the U.S. Supreme Court issued several decisions that fundamentally change the landscape of federal regulation. These include the June 28, 2024 decision in Loper Bright Enterprises v. Raimondo, which overturned the longstanding “Chevron” doctrine under which administrative agencies were entitled to deference in the interpretation of “ambiguous” federal statutes. The full impact of these decisions is not yet known, but they are wide-ranging and could lead to significant changes in the federal regulation of the Company’s businesses and the industry in which they operate.
Broadcast Licenses. The Communications Act permits the operation of television broadcast stations only in accordance with a license issued by the FCC upon a finding that the grant of the license would serve the public interest, convenience and necessity. The Company, through its subsidiaries, holds broadcast licenses in connection with its ownership and operation of television stations. Under the Communications Act, television broadcast licenses may be granted for a maximum term of eight years. Generally, the FCC renews broadcast licenses upon finding that the television station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse. The current renewal cycle for FOX Television Stations’ FCC applications for its full power broadcast licenses began in 2020 and all license renewal applications for the current cycle have been filed. One of the pending applications has been opposed by a third party.
Ownership Regulations. Under the FCC’s national television ownership rule, one party may own television stations with a collective national audience reach of not more than 39% of all U.S. television households, subject to the UHF discount. Under the UHF discount, a UHF television station is attributed with reaching only 50% of the television households in its market for purposes of calculating national audience reach. In December 2017, the FCC issued a Notice of Proposed Rulemaking pursuant to which it will consider modifying, retaining or eliminating the 39% national television audience reach limitation (including the UHF discount). If the FCC determines in the future to eliminate the UHF discount and the national television audience reach limitation is not eliminated or modified, the Company’s ability to acquire television stations in additional markets may be negatively affected.
The Company is also subject to other communications laws and regulations relating to ownership. For example, FCC dual network rules prohibit any of the four major broadcast television networks — FOX, ABC,
12
CBS, and NBC — from being under common ownership or control. In addition, under the Communications Act, no broadcast station licensees may be owned by a corporation if more than 25% of the corporation’s stock is owned or voted by non-U.S. persons, their representatives or by any other corporation organized under the laws of a foreign country. This ownership limit can be waived if the FCC finds it to be in the public interest. The FCC could review the Company’s compliance with the foreign ownership regulations in connection with its consideration of FOX Television Stations’ license renewal applications. The Company’s Amended and Restated Certificate of Incorporation authorizes the Company’s Board of Directors (the “Board”) to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of common stock to or ownership of common stock by a non-U.S. stockholder; voiding a transfer of common stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming common stock held by a non-U.S. stockholder.
Must-Carry/Retransmission Consent. FCC regulations require each television broadcaster to elect, at three-year intervals, either to require carriage of its signal by traditional MVPDs in the station’s market or to negotiate the terms through which that broadcast station would permit transmission of its signal by the traditional MVPDs within its market, which we refer to as retransmission consent. FOX Television Stations have historically elected retransmission consent for all of their owned and operated stations, and the Company has been compensated as a result.
Children’s Programming. Federal legislation limits the amount of commercial matter that may be broadcast during programming originally designed for children 12 years of age and younger to 10 ½ minutes per hour during the weekend and 12 minutes per hour during the week. In addition, FCC regulations generally require television stations to broadcast a minimum of three hours per week of programming, which, among other requirements, must serve, as a “significant purpose,” the educational and informational needs of children 16 years of age and under. Under FCC rules, one of the three hours per week may air on a television’s station’s multicast stream(s); the other two hours must air on the primary programming stream. A television station found not to have complied with the programming requirements or commercial limitations could face sanctions, including monetary fines and the possible non-renewal of its license.
Program Regulation. The FCC also regulates the content of broadcast, cable network, and other video programming. The FCC prohibits broadcasters from airing obscene material at any time and indecent or profane material between 6:00 a.m. and 10:00 p.m. The FCC also monitors compliance relating to political advertising, identification of program sponsors and the use and integrity of the Emergency Alert System. In addition, FCC regulations require the closed captioning of almost all broadcast and/or cable programming, as well as certain programming in the U.S. delivered by internet protocol. Broadcast television stations in certain markets that are affiliated with one of the four major U.S. broadcast networks must also provide a certain amount of programming every quarter that includes audio-narrated description of a program’s key visual elements that make the program accessible to blind and low-vision viewers. Commercials embedded in our networks’ television content stream also must adhere to certain standards for ensuring that those commercials are not transmitted at louder volumes than our program material.
Advertising Regulation. The Federal Trade Commission, or FTC, has increased its focus on unfair and deceptive advertising practices, particularly with respect to social media marketing. Both FCC and FTC rules and guidance require marketers to clearly and conspicuously disclose whenever there has been payment for a marketing message or when there is a material connection between an advertiser and a product endorser. Additionally, a number of states have recently introduced or passed legislation as it relates to disclosures of the use of artificial intelligence (“AI”) in political advertising. The disclosure and record retention requirements for AI in political advertising vary greatly by state. The FCC has also issued a rulemaking on the use of AI in political advertising, which, if adopted, would require broadcasters to collect information from political advertisers and disclose the use of AI, which may impact the sale of political advertising.
Broadcast Affiliation. In addition, FCC regulations govern various aspects of the agreements between networks and affiliated broadcast stations, including a mandate that television broadcast station licensees retain the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.
Broadcast Transmission Standard. In November 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using the “Next Generation” broadcast television transmission standard
13
developed by the Advanced Television Systems Committee, Inc., also referred to as “ATSC 3.0” or “NEXTGEN TV”. FOX Television Stations is actively building out ATSC 3.0 facilities and is participating in various ATSC 3.0 testing with other broadcasters, but it is too early to predict the impact of this technical standard on the Company's operations. In June 2020, the FCC adopted a Declaratory Ruling and Notice of Proposed Rulemaking declaring that local and national ownership restrictions do not apply to non-video services. In June 2023, the FCC issued a Report and Order that extended the simulcast requirement for ATSC 1.0 and ATSC 3.0 signals to July 2027. This extension may impact the adoption and roll out of both video and non-video ATSC 3.0 services, as well as the broadcast requirements for the ATSC 1.0 standard.
Violation of FCC regulations can result in substantial monetary forfeitures, periodic reporting conditions, short-term license renewals and, in egregious cases, denial of license renewal or revocation of license. Violation of FTC-imposed obligations can result in enforcement actions, litigation, consent decrees and, ultimately, substantial monetary fines.
Privacy and Information Regulation
The laws and regulations governing the collection, use, retention and transfer of consumer information are complex and rapidly evolving, particularly as they relate to the Company's digital businesses. Federal and state laws and regulations affecting the Company’s online services, websites and other business activities include: the Children’s Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a “video tape service provider;” the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the “CCPA”) (as amended by the California Consumer Privacy Rights Act (“CPRA”)), which imposes broad obligations on the collection, use, handling and disclosure of personal information of California residents. For example, subject to certain exceptions, the CCPA provides individual rights for Californians, such as the right to access, delete, correct, and restrict the “sale” or “sharing” of personal information, including in connection with targeted advertising. Virginia, Colorado, Connecticut, and Utah have similar privacy laws that became effective in 2023.
A number of privacy and data security bills that address the collection, retention and use of personal information, breach notification requirements and cybersecurity that would impose additional obligations on businesses, including in connection with targeted advertising, are pending or have been adopted at the state and federal level. For example, the CPRA, which generally became effective on January 1, 2023, creates a new state privacy protection agency, expands individual rights and introduces new requirements for businesses, among other things. Several of these matters are subject to additional rulemaking. Other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Utah, Connecticut, Iowa, Indiana and Tennessee. In addition, the FTC and state attorneys general and other regulators have made privacy and data security an enforcement focus. The FTC also has initiated a rulemaking proceeding to explore rules concerning the collection, use, disclosure and security of personal information. Other federal and state laws and regulations that could impact our businesses also may be adopted, such as those relating to minors, tailored advertising and its measurement, and oversight of user-generated content.
Foreign jurisdictions also have implemented and continue to introduce new privacy and data security laws and regulations, which apply to certain of the Company’s operations. It is possible that our current data protection policies and practices may be deemed inconsistent with new legal requirements or interpretations thereof and could result in the violation of these new laws and regulations. The EU General Data Protection Regulation, in particular, regulates the collection, use and security of personal data and restricts the trans-border flow of such data. Other countries, including the United Kingdom, Canada, Australia, China, and Mexico, also have enacted data protection legislation.
The Company monitors and considers these laws and regulations, particularly with respect to the design and operation of digital content services and legal and regulatory compliance programs. These laws and regulations and their interpretation are subject to change, and could result in increased compliance costs, claims, financial penalties for noncompliance, changes to business practices, including with respect to tailored
14
advertising, or otherwise impact the Company’s business. Violations of these laws and regulations could result in significant monetary fines and other penalties, private litigation, require us to expend significant resources to defend, remedy and/or address, and harm our reputation, even if we are not ultimately responsible for the violation.
Consumer Finance Laws and Regulations
Credible operates consumer finance and insurance marketplaces that market and provide services in heavily regulated industries across the United States. As a result, Credible is subject to a variety of federal and state laws and regulations. These include the laws and regulations governing the collection, use and transfer of consumer information described above and the following:
•the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, or “RESPA,” and similar state laws, and federal and state unfair and deceptive acts and practices, or “UDAAP,” laws and regulations, which place restrictions on the manner in which consumer loans and insurance products are marketed and originated and the amount and nature of fees that may be charged or paid to Credible by lenders, insurance carriers and real estate professionals;
•the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes requirements related to mortgage disclosures; and
•federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or “SAFE Act,” which establishes minimum standards for the licensing and regulation of mortgage loan originators, and state insurance licensing laws.
Intellectual Property
The Company’s intellectual property assets include copyrights in television and other programming, other publications, websites, digital properties and technologies; trademarks, trade dress, service marks, logos, slogans, sound marks, design rights, symbols, characters, names, titles and trade names, domain names; patents or patent applications for inventions related to its products, business methods and/or services, trade secrets and know how; and licenses of intellectual property rights of various kinds. The Company derives value from these assets through the production, distribution and/or licensing of its programming to third-party distributors, the operation of websites and other digital properties, and through the sale of products, such as collectible merchandise, apparel, books and publications, among others.
The Company devotes significant resources to protecting its intellectual property, relying on a combination of copyright, trademark, unfair competition, patent, trade secret and other laws and contract provisions. There can be no assurance of the degree to which these measures will be successful in any given case. Policing unauthorized use of the Company’s products and services and related intellectual property is often difficult and the steps taken by the Company may not in every case prevent the infringement. The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, asserting infringement claims, and by pursing takedowns and/or monetization of Company content uploaded to the Internet by third parties without Company authorization. Piracy, including in the digital environment, continues to present a threat to revenues from products and services based on intellectual property.
Third parties may challenge the validity or scope of the Company’s intellectual property from time to time, and such challenges could result in the limitation or loss of the Company’s intellectual property rights. Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations.
The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company.
15
Human Capital Resources
Our workforce is the creative, strategic and operational engine of FOX’s success, and we are committed to developing and supporting our employees. We aim to develop our human capital by recruiting a talented and diverse workforce, offering competitive compensation and benefits, fostering a healthy work-life balance, providing growth and development opportunities, protecting health and safety, fostering workplace civility and inclusion and encouraging our employees to have an impact in their communities.
As of June 30, 2024, we had approximately 10,200 full-time employees. In the ordinary course of our business and consistent with industry practice, we also employ freelance and temporary workers who provide important production and broadcast support services. The vast majority of our workforce is based in the United States, and a portion is unionized. We have posted on our website our Employment Information Report (EEO-1), showing the race, ethnicity and gender of our U.S. employees at https://www.foxcorporation.com/eeo-1-data.
FOX’s Corporate Social Responsibility Report, also posted on our website at www.foxcorporation.com, provides a detailed review of our human capital programs and achievements. Our key human capital initiatives include:
Recruitment and Diversity
Our commitment begins at the highest level of the organization. Our Board requires that minority and female candidates are presented for consideration with each Director vacancy. We believe that the more voices in the room and the more diverse the experiences of our colleagues, the better FOX’s internal culture and external programming are. Our diversity enables us to be more reflective of the audiences we reach and enhances our ability to create news, sports and entertainment programming that serves all viewers across the country.
FOX lists job openings internally and externally because we believe this is one of the best tools to reach the widest and most diverse pool of candidates. We include the salary range in job postings to promote pay transparency and further pay equity. We also collaborate with professional organizations that offer FOX access to talent at recruiting events and conventions. These organizations include:
•American Corporate Partners
•Asian American Journalists Association
•National Association of Black Journalists
•National Association of Hispanic Journalists
•Radio Television Digital News Association
•The Association of LGBTQ+ Journalists
•U.S.VETS Camo to Careers Program
We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders. The FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which runs for 8-10 weeks three times per year, welcomed approximately 600 students in fiscal year 2024. We are proud that our internship program was listed on Vault’s 2023 “100 Best Internships,” and it was the 2023 Winner of the Interns 2 Pros Internship Program of the Year. We also partner with a variety of organizations that provide media internships for promising students such as the Emma Bowen Foundation, T. Howard Foundation, International Radio and Television Society, Sports Biz Careers, National Association of Broadcasters’ Emerson Coleman Fellowship, UNC Hussman School of Journalism and Media’s Chuck Stone Program for Diversity Education and Media and the Entertainment Industry College Outreach Program.
Additionally, FOX has established and put into action numerous early career training initiatives aimed at equipping promising individuals with vital job skills and career advancement opportunities. These initiatives are
16
instrumental in cultivating a reservoir of our future leadership, many of whom are from underrepresented backgrounds. Notable examples include:
•FOX Ad Sales Fast Future Initiative (“FFI”): Launched in 2021, this six-month career development program offers FOX Ad Sales team members resources and experiences designed to equip tomorrow’s leaders with skills they can implement today. FFI nurtures a sense of community, propels career growth and offers opportunities to engage with industry experts. FOX Ad Sales celebrated the graduation of its third cohort in early 2024.
•FOX News Multimedia Reporters: This program positions qualified candidates across the country to shoot, produce, edit and report content for FOX News Media platforms. After two years of ongoing development and mentorship, reporters are positioned to become stronger journalists in the field.
•FOX Sports Professional Development Program: This program prepares production team leaders with skills for the unique sports production environment, such as communication and influence in the control room under short deadlines.
•FOX Television Stations Sales Training Program: This program was created to develop and mentor the next generation of diverse and motivated sales professionals for FOX Television Stations. Trainees participate in both intensive classroom study of all aspects of the television station advertising sales business and shadowing of FOX Television Stations sales account executives.
•FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in 2022, nurtures and trains talented writers with diverse voices, backgrounds and life experiences. Writers work intensively on their scripts with the support of established writers, executives, directors and producers across all genres (comedy, drama, animation, etc.).
Employee Compensation and Benefits
We are proud to invest in our people through competitive pay and comprehensive benefits designed to attract, motivate and retain our talent. Providing equal pay for equal work, without regard to race, gender or other protected characteristics, is an imperative at FOX. We link our more senior employees’ pay to corporate performance through annual incentive compensation awards. Other employees may be eligible for other long-term incentives depending on their business unit and level/role.
FOX also provides generous benefits that support the health, wellness and financial stability of our employees and their families. Full-time employees are eligible for medical insurance through a choice of several plans, in which employees also may enroll family members, including domestic partners and their children. Many employees benefit from the convenience of covered telemedicine visits as well as virtual primary care services. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic care. Our coverage is generous, with employee contributions and costs more favorable than national averages according to a 2023 Mercer LLC survey. Eligible employees may participate in flexible spending accounts, health savings accounts, and qualified transportation expense accounts. We also provide employees with a health advocate service, with experts who support employees and their eligible family members in navigating a wide range of health and insurance-related issues.
Additional benefits FOX provides to eligible employees include paid company holidays, floating holidays, vacation, sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program that offers onsite counseling in our New York and Los Angeles worksites, as well as smoking cessation and weight management programs. The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Freelance employees who work a minimum number of hours are also eligible for a medical, dental and vision plan, as well as our FOX 401(k) Savings Plan and the health advocate service. Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, access to legal services, pet insurance, supplemental long-term disability insurance and student loan refinancing.
17
Employee Wellness and Workplace Flexibility
We believe offering our employees the tools necessary for a healthy work-life balance and overall wellness empowers them to thrive in our modern workforce. To that end, FOX allows eligible individuals the opportunity to work on a partially remote (i.e., “hybrid”) or fully remote basis in appropriate circumstances.
Our parental leave policy allows eligible new parents to bond with their children for a substantial period with full pay, and our workplaces have lactation rooms for our new mothers. We provide onsite subsidized childcare to full-time employees at the Los Angeles FOX Child Care Center. In addition, we offer up to 40 days of backup child, adult, elder and return-to-work care. Starting in 2022, we added backup pet care and online academic help with homework and tutors for all ages. In addition, we have onsite fitness centers in our New York and Los Angeles worksites.
In 2024, FOX expanded its partnership with the National Alliance on Mental Illness (“NAMI”) to provide additional mental health resources to employees. Through the collaboration within the NAMI-NYC Workplace Mental Health Collaborative, FOX leadership gains access to an array of organizational best practices.
Throughout the year, FOX employees engaged in multiple training sessions, endorsed by research and peer-reviewed studies, such as the “Beyond Burnout” course which provided strategies to build resilience, maintain mental well-being, and protect against workplace burnout. NAMI has tailored training for FOX, focusing on managing workplace crises and trauma. The program, beneficial for all staff levels, provides essential best practices and coping strategies to maintain mental health, promote staff safety, and support uninterrupted business operations.
Learning and Development
FOX offers employees multiple learning and development programs, including tuition reimbursement, management and leadership development, online and on-demand e-learning, live webinars and assessment tools. Our annual MentorMatch program provides junior employees with the tools and resources to grow their careers through relationship-building and networking. We also identify key individuals for ongoing talent management, retention and succession planning. Within FOX News Media and FOX Television Stations, we deliver specialized training on the First Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices.
Health and Safety
FOX is committed to protecting the health, safety and work environment of our employees, clients and neighbors. Our Environment, Health and Safety (“EHS”) Program manages risks by implementing proactive, practical and feasible controls into daily work activities, as appropriate. Employees receive health and safety training orientations and have access to several workplace safety programs and resources. The program works to continuously improve performance through preventive measures, as well as efforts to correct hazards or dangerous conditions and minimize the environmental impact of our activities. The day-to-day management of FOX’s EHS Program, sustainability initiatives and compliance is overseen by our President and General Manager, Studio Operations and implemented by our dedicated EHS team.
Moreover, FOX has a Global Security team that oversees the Company’s security and emergency response efforts as well as emergency planning and preparedness. The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, as well as productions and events, using a number of tools, including advanced technology, active training programs and risk assessment and management processes.
Workplace Civility and Inclusion
Trust begins in the workplace every single day. We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel. Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct.
Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and we have focused on embedding this commitment throughout our policies
18
and practices. The FOX Standards of Business Conduct and the Preventing Harassment, Discrimination and Retaliation Policy, which are posted on our website, create our framework for addressing complaints and taking remedial measures as needed. These policies offer multiple complaint channels, including a third-party managed hotline that allows for anonymous reporting of concerns. In addition, all new hires must complete training on the Preventing Harassment, Discrimination and Retaliation Policy, as well as compliance and business ethics, and existing employees must complete the training periodically.
FOX also has several employee-driven Employee Resource Groups (“ERGs”) formed around shared identity, interests or pursuits for the purpose of advancing careers, encouraging a more respectful workplace community and fostering a sense of belonging. All FOX colleagues are welcome to join or participate in any or multiple ERGs. Opportunities are also available for colleagues to impact their personal and professional development by becoming an ERG board member. They include:
•ABLE – committed to breaking the stigma around seen and unseen disabilities and supporting our FOX colleagues, and those affected by them, through education, advocacy and allyship
•ACE (Asian Community Exchange) – serves Asian Americans at FOX and their allies by advancing their members, championing their stories and empowering their communities
•BLK+ – celebrates the intersectionality of our Black colleagues across the diaspora of FOX and seeks to build community through programming and professional development
•HOLA (Hispanic Organization for Leadership and Advancement) – develops Hispanic leaders, enriches FOX's diverse culture and drives positive impact for Hispanic employees at FOX and their allies
•PRIDE – cultivates community among FOX’s LGBTQ+ colleagues and allies, supports causes important to the LGBTQ+ community
•VETS – committed to the community of veterans, current service members, military supporters and military spouses employed at FOX by embracing four core values – Community, Appreciation, Connection & Education
•WiT (Women in Tech) – attracts, empowers and connects women technologists and amplifies their impact at FOX
•WOMEN@FOX – committed to developing female leadership at all levels and fostering a culture where all women thrive
Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX.
As a result of these and other efforts, many outside organizations have recognized FOX for our deep commitment to inclusion and diversity. For example:
•DiversityComm once again recognized FOX as a Top Hispanic, Black and Women Employer and as a Top LGBTQ+ Friendly Company for 2024
•FOX was appointed to the Military Friendly® Employer list again for 2024 and named a Military Friendly® Brand; FOX also was rated a 4-Star Employer by VETS Indexes
•FOX was named to Disability Equality Index's “Best Places to Work for Disability Inclusion” list for 2024, continuing year-over-year recognition as a top scoring employer
Community Impact
The dedication of FOX team members to their local communities is profoundly exhibited by their active participation. This is particularly visible within the scope of our charitable initiative, FOX Forward, which embodies our commitment through volunteerism, skill sharing and support of meaningful causes. FOX employees offer significant support to a variety of community non-profit organizations, aid for veterans, educational institutions and families facing hardships. We seek to motivate our employees to invest their time and resources in institutions that drive positive changes. Throughout fiscal year 2024, the various FOX businesses collectively propelled our philanthropic efforts to realize an impressive impact, contributing over $9.5 million to diverse communities.
19
During the fiscal year, FOX supported military veterans, active-duty military, first responders and their families by partnering with U.S.VETS to champion their Make Camo Your Cause campaign, awarding the first two FOX Pat Tillman Veterans Center scholarships to Cronkite School of Journalism and Media Communications student veterans and presenting grants to caretakers of veterans through the Elizabeth Dole Foundation’s Hidden Heroes program. Additionally, FOX committed $2 million to Tunnel to Towers’ Homeless Veteran Program, which will fund housing and supportive services for American veterans experiencing homelessness.
FOX continued to serve as an Annual Disaster Giving Program partner for the American Red Cross while also making additional donations to their Hawaii Wildfires and Hurricane Idalia relief efforts. Along with FOX viewer contributions, over $3 million in aid supported these relief efforts.
The growth of our FOX For Students program continued as we renewed our commitment as a Founding Partner of the Roybal Film and Television Production Magnet Program doubling our financial commitment to the school and its mission to build an inclusive pipeline to below-the-line career paths in the entertainment industry through education and real-life experience.
FOX holiday giving programs raised over $500,000 in November and December of 2023 for non-profit organizations across the country, including the Los Angeles Regional Food Bank, New York Cares, Boys & Girls Clubs of America and the National Alliance on Mental Illness, providing meals, coats, holiday gifts and mental health resources for those in need. FOX supported communities experiencing food insecurity through multiple organizations such as Feeding America, Northwest Harvest and Capital Area Food Bank resulting in over 270,000 meals served.
As part of the Company’s commitment to give back to the communities in which its employees live and work, our FOX Giving program matches contributions made by regular full-time employees to eligible non-profit organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving platform. We also track and reward employee volunteer hours with the opportunity to earn up to $1,000 per year that employees may direct to charities through the program. Over the course of the fiscal year, across all FOX businesses, contributions through FOX Giving exceeded $1.5 million.
Additionally, FOX provides invaluable in-kind support through public service announcements and editorial coverage for non-profit organizations such as the Special Olympics, the USO and Stand Up to Jewish Hate, while also creating further impact in our communities through efforts such as FOX Sports Supports’ Gamechanger Fund, FOX Entertainment’s #TVForAll, FOX Television Stations’ Holiday Community Giving Campaigns and FOX News Media’s support of the First Responders Children’s Foundation and Tunnel to Towers Foundation.
20
ITEM 1A. RISK FACTORS
Prospective investors should consider carefully the risk factors set forth below before making an investment in the Company’s securities.
Risks Related to Macroeconomic Conditions, Our Business and Our Industry
Changes in consumer behavior and evolving technologies and distribution platforms continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations.
The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve. New distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content and have increased advertisers' options for reaching their target audiences. Consumer preferences have evolved toward SVOD, AVOD and FAST services and other direct-to-consumer offerings. An increasing number of FAST services and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future. In addition, the increasing use of time-shifting and advertising-skipping technologies that enable viewers to fast-forward or circumvent advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect its advertising revenues. Other new technological developments, including the development and use of generative AI in our industry, are rapidly evolving, and the advantages and risks associated with its use are largely uncertain.
Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver the Company's broadcast and cable networks to consumers. Consumers are increasingly turning to direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and demand for the programming on its networks. The Company’s affiliate fee and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future. Changing distribution models may also negatively impact the Company's ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on its business, financial condition or results of operations. Our affiliate fee and advertising revenues also may be adversely affected by consumers' use of antennas (and their integration with set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.
To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes. The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, FOX Nation, FOX Weather and other offerings such as the Venu Sports streaming service expected to launch in the fall of 2024. However, if the Company fails to effectively protect and exploit the value of its content while responding to, and developing new technologies and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.
The Company derives substantial revenues from the sale of advertising, and declines in advertising expenditures have caused, and could continue to cause, the Company’s revenues and operating results to decline significantly in any given period or in specific markets.
FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as advertising market conditions, changes in consumer behavior, and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market. In addition, pandemics and other widespread health emergencies, natural and other disasters, acts of terrorism, wars, and political uncertainties and hostilities can also lead to a reduction in
21
advertising expenditures as a result of economic uncertainty, disruptions in programming (in particular live event programming) or reduced advertising spots due to pre-emptions.
Major sports events, such as the NFL’s Super Bowl and the FIFA World Cup and the state, congressional and presidential election cycles also may cause the Company's advertising revenues to vary substantially from year to year. Political advertising expenditures are impacted by the ability and willingness of candidates and political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming.
As described above, technological changes and the evolution of consumer preferences toward direct-to-consumer offerings has intensified audience fragmentation and reduced viewership through traditional linear distribution models, which has caused ratings and viewership declines for television networks, including ours. These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward digital and mobile offerings, some of which may not be as beneficial to us as traditional advertising methods. In addition, a number of SVOD services with large subscriber bases and household penetration have introduced advertising supported tiers and there is an increasing number of AVOD services and FAST products available to consumers. The resulting increase in the amount of digital advertising available in the marketplace has intensified, and may continue to intensify, competition for viewers and advertising. There can be no assurance that we can successfully navigate the evolving digital advertising market or that the digital advertising revenues we generate will offset the declines in advertising revenues generated by our traditional linear networks.
Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels. Although Nielsen’s statistical sampling method is the primary measurement methodology used for our linear television advertising sales, we measure and monetize our digital platforms based on a combination of internal and third-party data, including demographic composite estimates. The industry is transitioning to a multiplatform measurement environment in an effort to more completely measure viewership and advertising across linear and digital platforms, but has not yet established a consistent, broadly accepted measure of multiplatform audiences. Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve, we are still partially dependent on third parties to provide these solutions. Declines in advertising revenues may also be caused by regulatory intervention or other third-party action that impacts where and when advertising may be placed. If negative impacts on advertising revenues continue or accelerate, they could have a material adverse effect on the Company's business, financial condition or results of operations.
Because the Company derives a significant portion of its revenues from a limited number of distributors, the failure to enter into or renew affiliation and carriage agreements on favorable terms, or at all, could have a material adverse effect on the Company’s business, financial condition or results of operations.
The Company depends on affiliation and carriage arrangements that enable it to reach a large percentage of households through MVPDs and third party-owned television stations. There can be no assurance that these agreements will be renewed in the future, or renewed on favorable terms, including terms related to pricing, programming tiers and bundles, and the types of rights we grant distributors. The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ basic programming tiers could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time. The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s revenues from affiliate fees. Consolidation among MVPDs, their increased vertical integration into the cable or broadcast network business or their use of alternative technologies to offer their subscribers access to local broadcast network programming could increase their negotiating leverage. Competitive pressures faced by MVPDs, particularly in light of evolving consumer viewing patterns and distribution models, could adversely affect the terms of our contract renewals with MVPDs. In addition, our strategic initiatives could negatively impact our ability to renew our MVPD agreements on terms that are favorable to all our networks. If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate fees and advertising.
22
The Company also depends on the maintenance of affiliation agreements and license agreements with third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the Company does not own television stations. Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or at all. The inability to enter into affiliation or licensing arrangements with third-party owned television stations on favorable terms could reduce distribution of the FOX Network and MyNetworkTV and the inability to enter into such affiliation or licensing arrangements for the FOX Network on favorable terms could adversely affect the Company's affiliate fee revenues and its ability to sell national advertising time.
In addition, the Company has arrangements through which it makes its content available for viewing through third-party online video platforms. If these arrangements are not renewed on favorable or commercially reasonable terms or at all, it could adversely affect the Company's revenues and results of operations.
If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s affiliate fee and advertising revenues could be negatively affected.
As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services, which have had a negative impact on the number of subscribers to the Company’s networks. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future. The majority of the Company’s affiliation agreements with MVPDs are multi-year contracts that provide for payments to the Company that are based in part on the number of MVPD subscribers covered by the agreement. If declines in the number of MVPD subscribers are not fully offset by affiliate rate increases, the Company’s affiliate fee revenues will be negatively affected. Because MVPD subscriber losses could also decrease the potential audience for the Company’s networks, which is a critical factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also adversely impact the Company’s advertising revenues.
The Company is exposed to risks associated with weak economic conditions and increased volatility and disruption in the financial markets.
Prevailing economic conditions and the state of the financial markets affect various aspects of our business. In recent years, the U.S. economy has experienced a period of weakness and the financial markets have experienced significant volatility as a result of factors including declines in consumer confidence, concerns regarding high inflation, uncertainty about economic stability and political and sociopolitical uncertainties and conflicts, declining economic growth, diminished availability of credit and the COVID-19 pandemic. Additional factors that have affected economic conditions and the financial markets include higher interest rates, global supply chain disruptions, unemployment rates, changes in consumer spending habits and potential changes in trade relationships between the U.S. and other countries. Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, as described above, and increasing inflation raises our labor and other costs required to operate our business. Increased volatility and weakness in the financial markets, the further tightening of credit markets or a decrease in our debt ratings assigned by ratings agencies could adversely affect our ability to cost-effectively refinance outstanding indebtedness or obtain new financing.
The Company also faces risks associated with the impact of weak economic conditions and disruption in the financial markets on third parties with which the Company does business, including advertisers, affiliates, suppliers, wholesale distributors, retailers, lenders, insurers, vendors, retailers, banks and others. For instance, the inability of the Company’s counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.
There can be no assurance that weakening of economic conditions or volatility or disruption in the financial markets will not occur. If they do, it could have a material adverse impact on the Company’s business, financial condition or results of operations.
23
The Company operates in a highly competitive industry.
The Company competes with other companies for high-quality content to reach large audiences and generate advertising revenue. The Company also competes for advertisers’ expenditures and distribution on MVPDs and other third-party digital platforms. The Company’s ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences. Consolidation, partnerships and other alliances among our competitors and other industry participants have increased, and may continue to do so, further intensifying competitive pressures. Our competitors include companies with interests in multiple media businesses that are often vertically integrated, as well as companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing. These competitors could also have preferential access to competitive information, including customer data, or important technologies, such as those that use AI. Emerging technologies, including AI, are evolving rapidly and our ability to compete could be adversely affected if our competitors gain an advantage by using them. Although the Company may also seek to responsibly incorporate AI into the development of new and existing products and services to enhance their value to viewers and advertisers, there can be no assurance that these efforts will be successful.
Competition for audiences and advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile, gaming and social media platforms; audio programming; and print and other media. Other television stations or cable networks may change their formats or programming, a new station or network may adopt a format to compete directly with the Company's stations or networks, or stations or networks might engage in aggressive promotional campaigns. In addition, the increasing number of SVOD services with advertising-supported offerings, AVOD services and FAST products has intensified competition for audiences and advertising and may continue to do so in the future. Increased competition in the acquisition of programming may also affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty.
There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.
Acceptance of the Company's content by the public is difficult to predict, which could lead to fluctuations in or adverse impacts on revenues.
Programming distribution is a speculative business since the revenues derived from the distribution of content depend primarily on its acceptance by the public, which is difficult to predict. Low public acceptance of the Company's content will adversely affect the Company’s results of operations. The commercial success of our programming also depends on the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and, as described below, competition for popular content, particularly sports and entertainment programming, is intense. A decline in the ratings or popularity of the Company’s entertainment, news or sports programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
Our business depends on the popularity of special sports events and the continued popularity of the sports leagues and teams for which we have programming rights.
Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights. If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming. Our operating results may be impacted in part by special events, such as the NFL’s Super Bowl, which is broadcast on the FOX Network on a rotating basis with other networks, the MLB’s World Series and the FIFA World Cup, which occurs every four years (for each of women and men), and other regular and post-season sports events that air on our broadcast
24
television and cable networks. Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing on our broadcast television and cable networks and the popularity of the competing teams. For example, any decrease in the number of post-season games played in a sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company. There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition or results of operations. A shortfall in the expected popularity of the sports events for which the Company has acquired rights or in the volume of sports programming the Company expects to distribute could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all, could cause the Company’s advertising and affiliate fee revenues to decline significantly in any given period or in specific markets.
We enter into long-term contracts for both the acquisition and distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other content, and contracts for the distribution of our programming to content distributors. Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. The negotiation of programming rights agreements for popular licensed programming, and popular licensed sports programming in particular, is complicated by the intensity of competition for these rights. An increasing number of companies bidding for sports programming in recent years has also driven increases in the cost of such programming. Moreover, the value of these agreements may be negatively affected by factors outside of our control, such as league agreements and decisions to alter the number, frequency and timing of regular and post-season games played during a season. We may be unable to renew existing, or enter into new, programming rights agreements on terms that are favorable to us and we may be outbid by third parties and therefore unable to obtain the rights at all. The loss of rights or renewal on less favorable terms could negatively impact the quality or quantity of our programming, in particular our sports programming, and could adversely affect our advertising and affiliate fee revenues. These revenues could also be negatively impacted if we do not obtain exclusive rights to the programming we distribute. Our results of operations and cash flows over the term of a sports programming agreement depend on a number of factors, including the strength of the advertising market, our audience size, the timing and amount of our rights payments and our ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the content. If escalations in programming rights costs (together with our production and distribution costs) are not offset by increases in advertising and affiliate fee revenues, our results of operations could be adversely affected.
Damage to our brands, particularly the FOX brand, or our reputation could have a material adverse effect on our business, financial condition or results of operations.
Our brands, particularly the FOX brand, are among our most valuable assets. We believe that our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business. Maintaining, enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events, and these investments may not be successful. We may introduce new programming that is not popular with our consumers and advertisers, which may negatively affect our brands. To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted. The Company’s brands, credibility and reputation have been impacted from time to time, and could be damaged in the future, by incidents that erode consumer, advertiser or business partner trust or a perception that the Company’s offerings, including its journalism, programming and other content, are low quality, unreliable or fail to attract and retain audiences. The manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what is real. Additionally, litigation, governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, impact our reputation and may damage the Company's reputation and brands, even if meritless or untrue. Furthermore, to the extent
25
our marketing, cybersecurity, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted. If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition or results of operations.
Acquisitions, investments and other strategic initiatives present many risks, and we may not realize the financial and strategic goals we had contemplated, which could adversely affect our business, financial condition or results of operations.
We have acquired and invested in, and expect to continue acquiring and investing in, new businesses, products, services, technologies and other strategic initiatives to complement, enhance or expand our current businesses or otherwise offer us growth opportunities. Such acquisitions and investments may involve significant risks and uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and expenses associated with it; failure to perform as expected, meet financial projections, achieve strategic goals or further develop an acquired business, product, service or technology; unidentified issues not discovered in our due diligence that could cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or customers of acquired businesses; the diversion of management attention from current operations; and legal and regulatory limitations. Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, viewers, and others with whom we do business; and delays in or the cancellation of announced transactions may occur. Because acquisitions, investments and strategic initiatives are inherently risky and their anticipated benefits or value may not materialize, they may adversely affect our business, financial condition or results of operations.
The loss of key personnel, including talent, could disrupt the management or operations of the Company’s business and adversely affect its revenues.
The Company's business depends on the continued efforts and abilities of key personnel, including news, sports and entertainment personalities. The loss of such personnel could disrupt the management or operations of the Company’s business and adversely affect its revenues. The Company employs or independently contracts with several news, sports and entertainment personalities who are featured on programming the Company offers. News, sports and entertainment personalities sometimes have a significant impact on the ranking of a cable network or station and its ability to attract and retain an audience and sell advertising. There can be no assurance that our news, sports and entertainment personalities will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors. Any of the foregoing could adversely affect the Company's business, financial condition or results of operations.
Labor disputes may disrupt our operations and adversely affect the Company’s business, financial condition or results of operations.
In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements. Certain of these are industry-wide agreements negotiated by the Alliance of Motion Picture and Television Producers (the “AMPTP”) of which the Company is a non-voting member. The Company is bound by and enjoys the benefits of AMPTP-negotiated collective bargaining agreements, but is not directly involved in negotiating them. When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred, such as the Writers Guild of America West (or WGA) and Screen Actors Guild – American Federation of Television and Radio Artists (or SAG-AFTRA) strikes in the Spring and Summer of 2023. Additional strikes, work stoppages or lockouts could occur in the future. Such events have caused, and may in the future cause, delays in production and may lead to higher costs in connection with new collective bargaining agreements, which could reduce profit margins and could, over the long term, have an adverse effect on the Company's business, financial condition or results of operations.
26
In addition, our broadcast television and cable networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games. Any labor disputes that occur in any sports league for which we have the rights to broadcast live games or events may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.
The Company could suffer losses due to asset impairment charges for goodwill, intangible assets, programming and other assets and investments.
The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses. The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets, as well as other long-lived assets. Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our programming could lead to a downward revision in the fair value of certain reporting units. The Company holds investments in marketable and non-marketable equity securities. These investments are recorded either at fair value and measured on a recurring basis based on quoted prices in active markets or on a non-recurring basis whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. A downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets could result in a non-cash impairment charge. Any such charge could be material to the Company’s reported net earnings in a given reporting period.
Risks Relating to Cybersecurity, Piracy, Privacy and Data Protection
The degradation, failure or misuse of the Company’s network and information systems and other technology could cause a disruption of services or improper disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue.
Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks. Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments, and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity risks. In addition, ongoing conflicts in the Middle East and Europe, as well as other geopolitical events, including tensions with North Korea, Russia, China and other states, may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption). The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks. From time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and attacks and there can be no assurance that we will not experience a material incident. Any cybersecurity incidents could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring. In addition, the
27
Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur, and the Company may not have adequate insurance coverage to compensate it for any losses that may occur.
Technological developments may increase the threat of content piracy and signal theft and limit the Company’s ability to protect its intellectual property rights.
Content piracy and signal theft present a threat to the Company’s revenues from products and services, including television shows, cable and other programming. The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’s products and services and related intellectual property is often difficult and the steps taken by the Company may not in every case prevent infringement. Although no content theft has been material to the Company’s businesses to date, we expect to continue to be subject to content threats and there can be no assurance that we will not experience a material incident. Developments in technology, including recent advances in the area of AI, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute, display and store high-quality pirated material. In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and the proliferation of user-generated content sites and live and stored video streaming sites, which deliver unauthorized copies of copyrighted content, including those emanating from other countries in various languages, may adversely impact the Company’s businesses. The proliferation of unauthorized reproduction, display, distribution and/or use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services. The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company.
The Company takes a variety of actions to combat piracy and signal theft, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and abroad and how those laws are construed. If those laws are interpreted in ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing our rights may increase. A change in the laws of one jurisdiction may also have an impact on the Company’s overall ability to protect its intellectual property rights across other jurisdictions. The Company’s efforts to enforce its rights and protect its products, services and intellectual property may not be successful in preventing content piracy or signal theft. Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.
Third parties may challenge the validity or scope of the Company’s intellectual property from time to time, and such challenges could result in the limitation or loss of the Company’s intellectual property rights. Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations.
The Company is subject to complex laws, regulations, rules, industry standards, and contractual obligations related to privacy and personal data protection, which are evolving, inconsistent and potentially costly.
We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure, and security of personal information. The number and complexity of these laws and regulations continues to increase. For example, California, Virginia, Utah, Colorado, Connecticut, and several other states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance. The
28
FTC also has initiated a rulemaking proceeding regarding potential rules concerning the collection, use, disclosure and security of personal information. In addition, the E.U., the U.K. and other countries have privacy and data security legislation, with significant penalties for violations, that apply to certain of the Company’s operations. New privacy and data protection laws and regulations continue to be introduced and interpretations of existing privacy laws and regulations, some of which may be inconsistent with one another, continue to evolve. As a result, significant uncertainty exists as to their application and scope. Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with data-driven targeted advertising. Although the Company expends significant resources to comply with data privacy and protection laws, we have been and may continue to be subject to legal claims and may be subject to regulatory action despite these efforts. Any such actions could result in damage to our reputation or brands, loss of customers or revenue, and other negative impacts to our operations. The Company may also be subject to liability under relevant contractual obligations and may be required to expend significant resources to defend, remedy and/or address any claims. The Company may not have adequate insurance coverage to compensate it for any losses that may occur. For more information, see Item 1, “Government Regulation – Privacy and Information Regulation.”
Risks Relating to Legal and Regulatory Matters
Changes in laws and regulations, or the interpretation thereof, may have an adverse effect on the Company’s business, financial condition or results of operations.
The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC.
The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video programming and technical operations of broadcast licensees. For example, the Company is required to apply for and operate in compliance with licenses from the FCC to operate a television station, purchase a new television station, or sell an existing television station, with licenses generally subject to an eight-year renewable term. The Company may be subject to investigations or fines under FCC rules and policies, or delays in its renewal and other applications with the FCC. Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection. Further, the United States Congress, the FCC, the FTC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s media properties. In particular, the legal and regulatory landscape governing AI remains unsettled, and developments in this area may adversely impact our business. In addition, from time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC) and regulated as such, which could negatively impact the Company’s distribution model. Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues. In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network-by-network basis or “family friendly” programming tiers. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition or results of operations of the Company’s cable networks. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue. New laws or regulations or changes in interpretations of laws or regulations could also require changes in the operations or ownership of our business. Furthermore, new laws, regulations and standards related to environmental (including climate), social and governance matters are likely to impose additional costs on us, expose us to new risks and subject us to increasing scrutiny. Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations. For more information, see Item 1, “Government Regulation.”
The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.
The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations. Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may
29
be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country. The Company’s Amended and Restated Certificate of Incorporation authorizes the Board to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder; voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder. We are currently in compliance with applicable U.S. law and continue to monitor our foreign ownership based on our assessment of the information reasonably available to us, but we are not able to predict whether we will need to take action pursuant to our Amended and Restated Certificate of Incorporation. The FCC could review the Company’s compliance with applicable U.S. law in connection with its consideration of the Company’s renewal applications for licenses to operate the broadcast stations the Company owns.
The failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming could materially adversely affect its businesses and results of operations, as could changes in FCC regulations governing the availability and use of satellite transmission spectrum.
The Company uses satellite systems to transmit its broadcast and cable networks to affiliates. The distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted as a result of local disasters, including extreme weather, that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’s business and results of operations. In the event of a business disruption of the Company’s television station and cable network studio and transmitter facilities, a failure to restore such facilities in a timely manner could have a material adverse effect on the Company’s businesses and results of operations. Further, changes in FCC regulations have reduced the availability and use of satellite transmission spectrum. In 2020, the FCC began reallocating and “re-packing” a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services. This has reduced the availability and use of satellite transmission spectrum for the television industry, and additional changes in FCC regulations could lead to further reductions. The decreased availability of satellite transmission spectrum could diminish the quality of and increase interference to our transmissions, which could significantly hinder the Company’s ability to deliver its programming to broadcast affiliates and traditional MVPDs.
The Company could be subject to significant tax liabilities.
We are subject to taxation in U.S. federal, state and local, as well as certain international jurisdictions. Changes in tax laws, regulations, practices or the interpretations thereof could adversely affect the Company’s results of operations or its tax assets. Judgment is required in evaluating and estimating our provision and accruals for taxes. In addition, transactions occur during the ordinary course of business or otherwise for which the ultimate tax determination is uncertain.
Tax returns are routinely audited, tax-related litigation or settlements may occur, and certain jurisdictions may assess income tax liabilities against us. The final outcomes of tax audits, investigations, and any related litigation could result in materially different tax recognition from our historical tax provisions and accruals. These outcomes could conflict with private letter rulings, opinions of counsel or other interpretations provided to the Company. If these matters are adversely resolved, we may be required to recognize additional charges to our tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.
Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.
From time to time, we are subject to various legal proceedings (including class action lawsuits, claims, regulatory investigations and arbitration proceedings), involving claims relating to, among other things, competition, intellectual property rights, employment and labor matters, personal injury and property damage,
30
free speech, data privacy and protection, regulatory requirements, and advertising, marketing and selling practices. See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these matters. The Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.
The Company continues to believe the Smartmatic and other lawsuits alleging defamation or disparagement as well as related derivative lawsuits are without merit and intends to defend against them vigorously, including through any appeals. However, the outcome of these pending matters is subject to significant uncertainty, and it is possible that an adverse resolution of one or more of these pending matters could result in reputational harm and/or significant monetary damages, injunctive relief or settlement costs. There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.
We also spend substantial resources complying with various regulatory and government standards, including any related investigations and litigation. We may incur additional significant expenses in the future defending against any lawsuit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely impact our businesses, results of operations, financial condition or cash flows. In addition, regardless of merit or outcome, litigation and government investigations are time-consuming and costly to defend, divert management’s attention and resources away from our business, may result in reputational harm and may impair our ability to conduct our business.
Risks Relating to Our Ownership Structure
Certain of the Company’s directors and significant stockholders may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as directors of News Corp.
In June 2013, Twenty-First Century Fox, Inc. completed the separation of its businesses into two independent publicly traded companies by distributing to its shareholders shares of a new company called News Corporation (“News Corp”). Certain of the Company’s directors and significant stockholders own shares of common stock of News Corp, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, FOX’s Executive Chair and Chief Executive Officer, Lachlan K. Murdoch, also serves as the Chair of News Corp. This ownership of or service to both companies may create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for News Corp and the Company. In addition to any other arrangements that the Company and News Corp may agree to implement, the Company and News Corp have agreed that officers and directors who serve at both companies will recuse themselves from decisions where conflicts arise due to their positions at both companies.
Our Amended and Restated By-laws acknowledge that our directors and officers, as well as certain of our stockholders, including K. Rupert Murdoch, certain members of his family and certain family trusts (so long as such persons continue to own, in the aggregate, 10% or more of the voting stock of each of News Corp and the Company), each of which we refer to as a covered stockholder, are or may become stockholders, directors, officers, employees or agents of News Corp and certain of its affiliates. Our Amended and Restated By-laws provide that any such overlapping person will not be liable to us, or to any of our stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity to News Corp instead of us. The provisions in our Amended and Restated By-laws could result in an overlapping person submitting any corporate opportunities to News Corp instead of us.
Certain provisions of the Company’s Amended and Restated Certificate of Incorporation, amended and restated by-laws, Delaware law and the ownership of the Company’s Common Stock by the Murdoch Family Trust may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.
The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or takeover attempt that is opposed by the Company’s Board or certain stockholders holding a
31
significant percentage of the voting power of the Company’s outstanding voting stock. In particular, the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things:
•a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specific, limited circumstances;
•a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer);
•special stockholders’ meeting to be called only by a majority of the Board, the Chair or vice or deputy chair, or upon the written request of holders of not less than 20% of the voting power of our outstanding voting stock;
•the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board or to make stockholder proposals at a stockholders’ meeting;
•the requirement of an affirmative vote of at least 65% of the voting power of the Company’s outstanding voting stock to amend or repeal our Amended and Restated By-laws;
•restrictions on the transfer of the Company’s shares; and
•the Board to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board may determine.
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company, even in the case where a majority of the stockholders may consider such proposals desirable.
Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class A Common Stock and 43.39% of FOX Class B Common Stock, K. Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of FOX Class B Common Stock. Thus, K. Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.96% of FOX Class B Common Stock.
This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company. Additionally, the ownership concentration of FOX Class B Common Stock by the Murdoch Family Trust increases the likelihood that proposals submitted for stockholder approval that are supported by the Murdoch Family Trust will be adopted and proposals that the Murdoch Family Trust does not support will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of FOX Class B Common Stock.
The Company’s Board has approved a $7 billion stock repurchase program for the FOX Class A Common Stock and FOX Class B Common Stock, which has and in the future could increase the percentage of FOX Class B Common Stock held by the Murdoch Family Trust. The Company has entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of FOX Class B Common Stock or would increase the Murdoch Family Trust’s voting power by more than 1.75% in any rolling 12-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B Common Stock, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter.
Risks Related to the Company’s Separation from 21CF
The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The
32
indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business. Third parties could also seek to hold the Company responsible for any of the liabilities of the businesses that were retained by 21CF in connection with the Transaction. 21CF has agreed to indemnify the Company for such liabilities, but such indemnity from 21CF may not be sufficient to protect the Company against the full amount of such liabilities, and 21CF may not be able to fully satisfy its indemnification obligations. Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself. These risks could negatively affect our business, financial condition, results of operations or cash flows.
The Company could be liable for income taxes owed by 21CF.
Each member of the 21CF consolidated group, which, prior to the Transaction, included 21CF, the Company 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 for periods prior to and including the Transaction. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of what was previously 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 future audits by the taxing authorities in amounts that the Company cannot quantify.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The Company maintains a cybersecurity program that is designed to identify, detect, assess and manage cybersecurity risks. The Company’s senior management and its Board are actively involved in the oversight of the Company’s risk management program, of which cybersecurity is an important part. The Company’s cybersecurity program, which aligns to the National Institute of Standards and Technology Cybersecurity Framework (the “NIST Framework”) includes, among other things:
• regular internal and external penetration testing of our technology environments at the application, infrastructure and network level, covering the systems, products and practices collecting or storing confidential business and personal information— including user data—in accordance with the Company’s security policies. This testing is conducted multiple times a year by third-party firms;
• third-party provider security assessments to evaluate associated risks and appropriate internal and third-party provider security controls;
• processes to manage security risks and vulnerabilities;
• mandatory company-wide cybersecurity compliance and information handling training;
• a documented cybersecurity incident response plan that establishes procedures, roles, responsibilities and communication protocols for internal staff and external resources in the event of a cybersecurity incident;
• cybersecurity tools that assist with the automation and orchestration of security alert response based on the relative risk; and
• threat intelligence sharing relationships with industry partners, peers, and government agencies, as needed and appropriate.
FOX’s cybersecurity program is based on recognized best practices and standards applicable to our industry. The Company engages a third-party firm to assess the overall maturity of its program against the NIST Framework on a bi-annual basis. This evaluation includes an assessment of how the program evaluates and
33
mitigates risk, as well as how it compares against industry benchmarks. The results of this evaluation are provided to the Audit Committee of the Board.
The Company’s Chief Information Security Officer (“CISO”) leads the Company’s dedicated information security department, which monitors FOX’s prevention, detection, mitigation and remediation efforts related to cyber threats. The CISO regularly consults with the Company’s Co-Chief Privacy Officers, and the Company’s Chief Technology Officer (“CTO”) provides additional oversight of the cybersecurity program, and previously served as the Company’s CISO. The CISO has over 15 years of experience in cybersecurity, information security and technology, including a background in broadcast media and networking and systems engineering, and has held numerous industry certifications.
The CISO is in regular communication with senior management regarding cybersecurity matters and provides frequent routine (generally weekly) updates to the Company’s Executive Chair and Chief Executive Officer, Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), CTO and Chief Legal and Policy Officer. As part of the Company’s incident response plan process, cybersecurity risk events of a certain criteria are communicated in a timely manner to the Company’s incident response governing body, which is comprised of members of senior management, including the COO, CTO, and CFO. The Company tests the effectiveness of the incidence response plan and assesses its response capabilities by conducting executive tabletop exercises involving detailed topical cybersecurity scenarios with these executives, as well as technical tabletop exercises including technical and operational personnel. The Company also has processes in place that are designed to ensure that decisions regarding public disclosure and reporting of cybersecurity incidents can be made in a timely manner.
The Company’s Board has an active role, as a whole and at the committee level, in overseeing the management of the Company’s risks. The Audit Committee of the Board is responsible for (i) overseeing the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of AI, (ii) overseeing the Company’s financial and other major risk exposures and the steps taken to monitor and control them, and (iii) providing guidance to the Board on such matters.
The Audit Committee regularly reviews and discusses FOX’s cybersecurity risks and receives updates from the CISO on how the Company identifies, assesses and mitigates these risks. The CISO provides the Audit Committee with quarterly reports regarding cybersecurity issues and risks, including information regarding progress on efforts to strengthen and enhance the Company’s cybersecurity program. The Audit Committee also periodically devotes additional meeting time, as needed, to in-depth discussions on a particularly relevant cybersecurity topic, including industry trends and relative risks. In addition to the quarterly reports, cybersecurity incidents meeting certain criteria are reported to the Audit Committee outside of regularly scheduled quarterly updates as necessary.
From time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has been material to the Company’s businesses to date, FOX expects to continue to be subject to cybersecurity threats and attacks and there can be no assurance that the Company will not experience a material incident. For more information, see Item 1A., “Risk Factors—Risks Relating to Cybersecurity, Piracy, Privacy and Data Protection.”
ITEM 2. PROPERTIES
FOX owns the FOX Studio Lot in Los Angeles, California. The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production/post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other television and film production facilities. The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third parties and the operation of studio facilities for third-party productions, which until 2026 will predominantly be Disney productions.
In addition to the FOX Studio Lot in Los Angeles, California, FOX also owns and leases various real properties, primarily in the U.S., that are utilized in the conduct of its businesses. Each of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual
34
nature and requirements of the relevant operations. FOX’s policy is to improve and replace property as considered appropriate to meet the needs of the individual operations.
ITEM 3. LEGAL PROCEEDINGS
See Note 14—Commitments and Contingencies to the accompanying Consolidated Financial Statements of FOX under the heading “Contingencies” for a discussion of the Company’s legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
35
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Fox Corporation’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), are listed and traded on The Nasdaq Global Select Market under the symbols “FOXA” and “FOX,” respectively. As of June 30, 2024, there were approximately 14,100 holders of record of shares of Class A Common Stock and approximately 3,000 holders of record of shares of Class B Common Stock.
We expect to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Dividends”).
Below is a summary of the Company’s repurchases of its Class A Common Stock during fiscal 2024:
Total number of shares purchased(a) | Average price paid per share(b) | Approximate dollar value of shares that may yet be purchased under the program(b)(c) | |||||||||||||||
| (in millions) | |||||||||||||||||
First quarter fiscal 2024(d) | 15,437,627 | $ | 16.19 | ||||||||||||||
| Second quarter fiscal 2024 | 8,275,629 | 30.21 | |||||||||||||||
| Third quarter fiscal 2024 | 8,347,054 | 29.95 | |||||||||||||||
| April 1, 2024 - April 30, 2024 | 1,609,334 | 31.07 | |||||||||||||||
| May 1, 2024 - May 31, 2024 | 3,061,001 | 33.33 | |||||||||||||||
| June 1, 2024 - June 30, 2024 | 2,885,073 | 33.96 | |||||||||||||||
Total fiscal 2024(d) | 39,615,718 | 25.24 | $ | 1,400 | |||||||||||||
(a) | The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below. | |||||||||||||
(b) | These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases. | |||||||||||||
(c) | The Company’s Board of Directors has authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. | |||||||||||||
(d) | In February 2023, in connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share. Upon settlement of the ASR agreement in August 2023, the Company received a final delivery of approximately 7.8 million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-weighted average market price of the Class A Common Stock on the Nasdaq Global Select Market during the term of the ASR agreement less a discount) (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Stock Repurchase Program”). | |||||||||||||
In total, the Company repurchased approximately 40 million shares of Class A Common Stock for approximately $1 billion during fiscal 2024.
ITEM 6. [RESERVED]
36
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”). This section should be read together with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The consolidated financial statements are referred to as the “Financial Statements” herein.
INTRODUCTION
The Transaction
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading independently on The Nasdaq Global Select Market (the “Transaction”). In connection with the Transaction, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney. The Separation and the Transaction were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, Disney and certain subsidiaries of Disney.
Basis of Presentation
The Company’s financial statements are presented on a consolidated basis.
Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:
•Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) 2024 or early fiscal 2025 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.
•Results of Operations—This section provides an analysis of the Company’s results of operations for fiscal 2024, 2023 and 2022. This analysis is presented on both a consolidated and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.
•Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for fiscal 2024, 2023 and 2022, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2024. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements.
•Critical Accounting Policies and Estimates—This section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application and the Company’s use of estimates and assumptions consistent with U.S. generally accepted accounting principles (“GAAP”). In addition, Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements summarizes the Company’s significant accounting policies, including the critical accounting policy discussion found in this section.
•Caution Concerning Forward-Looking Statements—This section provides a description of the use of forward-looking information appearing in this Annual Report on Form 10-K, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management’s current expectations about future events which are subject to
37
change and to inherent risks and uncertainties. Refer to Item 1A. “Risk Factors” in this Annual Report for a discussion of the risk factors applicable to the Company.
OVERVIEW OF THE COMPANY’S BUSINESS
The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible Labs Inc. (“Credible”) and the FOX Studio Lot with the following two reportable segments:
•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S.
•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand (“AVOD”) service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. 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.
We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.
The Company’s Cable Network Programming and Television segments derive the majority of their revenues from affiliate fees for the transmission of content and advertising sales. For fiscal 2024, the Company generated revenues of $14 billion, of which approximately 52% was generated from affiliate fees, approximately 39% was generated from advertising, and approximately 9% was generated from other operating activities.
Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network. U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals.
The Company’s revenues are impacted by rate changes, changes in the number of subscribers to the Company’s content and changes in the expenditures by advertisers. In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential election cycles and special events that air on the Company’s networks, including the National Football League’s (“NFL”) Super Bowl, which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération Internationale de Football Association (“FIFA”) World Cup, which occurs every four years (for each of women and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is aired on a rotating annual basis with another network.
The ways in which consumers view content and technology and business models in the media and entertainment industry continue to rapidly evolve. New distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content, and consumer preferences have evolved toward subscription video on demand (“SVOD”), AVOD and free advertising-supported television (“FAST”) services and other direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to industry-wide declines in subscribers to MVPD services over the last several years, and these declines are expected to continue and possibly accelerate in the future.
38
At the same time, these changes have had, and are expected to continue to have, an impact on advertising. Technological changes and the evolution of consumer preferences toward direct-to-consumer offerings has intensified audience fragmentation and reduced viewership through traditional linear distribution models, which has caused ratings and viewership declines for television networks, including some of the Company’s networks. These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward digital and mobile offerings, some of which may not be as beneficial to the Company as traditional advertising methods. In addition, a number of SVOD services with large subscriber bases and household penetration have introduced advertising supported tiers and there is an increasing number of AVOD services and FAST products available to consumers. The resulting increase in the amount of digital advertising available in the marketplace has intensified, and may continue to intensify, competition for viewers and advertising. Additionally, the industry is transitioning to a multiplatform measurement environment in an effort to more completely measure viewership and advertising across linear and digital platforms, but has not yet established a consistent, broadly accepted measure of multiplatform audiences.
The Company operates in a highly competitive industry and its performance depends, to a large extent, on its ability to effectively anticipate and adapt to changes in consumer behavior and evolving technologies and business models, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’s ability to manage its businesses effectively, and its relative strength and leverage in the industry. For more information, see Item 1. “Business” and Item 1A. “Risk Factors.”
39
RESULTS OF OPERATIONS
Results of Operations—Fiscal 2024 versus Fiscal 2023
The following table sets forth the Company’s operating results for fiscal 2024, as compared to fiscal 2023:
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Affiliate fee | $ | 7,324 | $ | 7,051 | $ | 273 | 4 | % | |||||||||||||||
| Advertising | 5,444 | 6,606 | (1,162) | (18) | % | ||||||||||||||||||
| Other | 1,212 | 1,256 | (44) | (4) | % | ||||||||||||||||||
| Total revenues | 13,980 | 14,913 | (933) | (6) | % | ||||||||||||||||||
| Operating expenses | (9,089) | (9,689) | 600 | 6 | % | ||||||||||||||||||
| Selling, general and administrative | (2,024) | (2,049) | 25 | 1 | % | ||||||||||||||||||
| Depreciation and amortization | (389) | (411) | 22 | 5 | % | ||||||||||||||||||
| Restructuring, impairment and other corporate matters | (67) | (1,182) | 1,115 | 94 | % | ||||||||||||||||||
| Equity (losses) earnings of affiliates | (44) | 4 | (48) | ** | |||||||||||||||||||
| Interest expense, net | (216) | (218) | 2 | 1 | % | ||||||||||||||||||
Non-operating other, net | (47) | 368 | (415) | ** | |||||||||||||||||||
| Income before income tax expense | 2,104 | 1,736 | 368 | 21 | % | ||||||||||||||||||
| Income tax expense | (550) | (483) | (67) | (14) | % | ||||||||||||||||||
| Net income | 1,554 | 1,253 | 301 | 24 | % | ||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (53) | (14) | (39) | ** | |||||||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | 1,501 | $ | 1,239 | $ | 262 | 21 | % | |||||||||||||||
| ** | not meaningful | ||||
Overview—The Company’s revenues decreased $933 million or 6% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. The increase of $273 million or 4% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $760 million, partially offset by the approximately $460 million impact of a lower average number of subscribers across almost all networks. The decrease of $1.2 billion or 18% in advertising revenue was primarily due to marquee events with an impact of approximately $900 million including the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and fewer NFL playoff games, partially offset by the broadcast of the FIFA Women’s World Cup in the current year. The remaining decrease of approximately $300 million was primarily related to lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S. midterm elections in the prior year and lower ratings at the FOX Network and FOX News Media, partially offset by continued growth at Tubi. The decrease of $44 million or 4% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023, partially offset by higher sports sublicensing revenue principally due to renewals of college sports contracts.
Operating expenses decreased $600 million or 6% for fiscal 2024, as compared to fiscal 2023, primarily due to the approximately $400 million impact of lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup partially offset by the renewed NFL contract. The remaining decrease was principally due to lower entertainment programming rights amortization and production costs largely due to fewer hours of original
40
scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023.
Selling, general and administrative expenses decreased $25 million or 1% for fiscal 2024, as compared to fiscal 2023, primarily due to lower legal costs at FOX News Media, lower employee related costs and the deconsolidation of the United States Football League (the “USFL”).
Depreciation and amortization—Depreciation and amortization expense decreased $22 million or 5% for fiscal 2024, as compared to fiscal 2023, primarily due to assets acquired in acquisitions being fully depreciated in fiscal 2023, partially offset by the full year impact of broadcast production assets at FOX Sports placed into service in fiscal 2023.
Restructuring, impairment and other corporate matters—See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements.
Equity (losses) earnings of affiliates—Equity (losses) earnings of affiliates increased $48 million for fiscal 2024, as compared to fiscal 2023, primarily due to the investment in the United Football League (the “UFL”) (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).
Interest expense, net—Interest expense, net decreased $2 million or 1% for fiscal 2024, as compared to fiscal 2023, primarily due to higher interest income as a result of higher interest rates, partially offset by an increase in interest expense primarily due to the issuance of $1.25 billion of senior notes in October 2023 (See Note 9—Borrowings to the accompanying Financial Statements).
Non-operating other, net—See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.”
Income tax expense—The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.
The Company’s tax provision and related effective tax rate of 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items.
Net income—Net income increased $301 million or 24% for fiscal 2024, as compared to fiscal 2023, primarily due to the absence of the fiscal 2023 legal settlement costs and lower indemnity costs (See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements). Partially offsetting this increase was lower gains (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net”) and lower Segment EBITDA (as defined below).
41
Results of Operations—Fiscal 2023 versus Fiscal 2022
The following table sets forth the Company’s operating results for fiscal 2023, as compared to fiscal 2022:
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Affiliate fee | $ | 7,051 | $ | 6,878 | $ | 173 | 3 | % | |||||||||||||||
| Advertising | 6,606 | 5,900 | 706 | 12 | % | ||||||||||||||||||
| Other | 1,256 | 1,196 | 60 | 5 | % | ||||||||||||||||||
| Total revenues | 14,913 | 13,974 | 939 | 7 | % | ||||||||||||||||||
| Operating expenses | (9,689) | (9,117) | (572) | (6) | % | ||||||||||||||||||
| Selling, general and administrative | (2,049) | (1,920) | (129) | (7) | % | ||||||||||||||||||
| Depreciation and amortization | (411) | (363) | (48) | (13) | % | ||||||||||||||||||
| Restructuring, impairment and other corporate matters | (1,182) | (157) | (1,025) | ** | |||||||||||||||||||
| Equity earnings of affiliates | 4 | 4 | — | — | % | ||||||||||||||||||
| Interest expense, net | (218) | (371) | 153 | 41 | % | ||||||||||||||||||
Non-operating other, net | 368 | (356) | 724 | ** | |||||||||||||||||||
| Income before income tax expense | 1,736 | 1,694 | 42 | 2 | % | ||||||||||||||||||
| Income tax expense | (483) | (461) | (22) | (5) | % | ||||||||||||||||||
| Net income | 1,253 | 1,233 | 20 | 2 | % | ||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (14) | (28) | 14 | 50 | % | ||||||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | 1,239 | $ | 1,205 | $ | 34 | 3 | % | |||||||||||||||
| ** | not meaningful | ||||
Overview—The Company’s revenues increased $939 million or 7% for fiscal 2023, as compared to fiscal 2022, due to higher affiliate fee, advertising and other revenues. The increase of $173 million or 3% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $550 million, partially offset by the approximately $400 million impact of a lower average number of subscribers across all networks. The increase of $706 million or 12% in advertising revenue was primarily due to marquee events with an impact of approximately $600 million including revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional NFL post-season games, partially offset by the absence of NFL Thursday Night Football (“TNF”). The remaining increase of approximately $100 million was primarily related to continued growth at Tubi and higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S. midterm elections, partially offset by lower ratings at the FOX Network in the current year. The increase of $60 million or 5% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022 and higher FOX Nation subscription revenues.
Operating expenses increased $572 million or 6% for fiscal 2023, as compared to fiscal 2022, primarily due to the approximately $400 million impact from the higher sports programming rights amortization and production costs driven by the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional post-season NFL and Major League Baseball (“MLB”) content, partially offset by the absence of TNF. The remaining increase of approximately $170 million was principally due to increased digital investment in Tubi and at FOX News Media, partially offset by lower entertainment marketing and production costs. Selling, general and administrative expenses increased $129 million or 7% for fiscal 2023, as compared to fiscal 2022, primarily due to higher legal costs at FOX News Media and continued growth at Tubi.
42
Depreciation and amortization—Depreciation and amortization expense increased $48 million or 13% for fiscal 2023, as compared to fiscal 2022, primarily due to an increase in broadcast production assets at FOX Sports, increased spending as a result of digital initiatives and the full year impact of the fiscal 2022 acquisitions of entertainment production companies.
Restructuring, impairment and other corporate matters—See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements.
Interest expense, net—Interest expense, net decreased $153 million or 41% for fiscal 2023, as compared to fiscal 2022, primarily due to higher interest income as a result of higher interest rates.
Non-operating other, net—See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.”
Income tax expense—The Company’s tax provision and related effective tax rate of 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items. The Company’s tax provision and related effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of jurisdictional earnings.
Net income—Net income increased $20 million or 2% for fiscal 2023, as compared to fiscal 2022, primarily due to a gain recognized on the change in fair value of the Company’s investment in Flutter Entertainment plc and higher Segment EBITDA (as defined below), partially offset by legal settlement costs at FOX News Media and restructuring charges (See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements).
Segment Analysis
The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA. 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 business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
43
Fiscal 2024 versus Fiscal 2023
The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2024, as compared to fiscal 2023:
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Cable Network Programming | $ | 5,955 | $ | 6,043 | $ | (88) | (1) | % | |||||||||||||||
| Television | 7,875 | 8,710 | (835) | (10) | % | ||||||||||||||||||
| Corporate and Other | 209 | 217 | (8) | (4) | % | ||||||||||||||||||
| Eliminations | (59) | (57) | $ | (2) | (4) | % | |||||||||||||||||
| Total revenues | $ | 13,980 | $ | 14,913 | $ | (933) | (6) | % | |||||||||||||||
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Segment EBITDA | |||||||||||||||||||||||
| Cable Network Programming | $ | 2,693 | $ | 2,472 | $ | 221 | 9 | % | |||||||||||||||
| Television | 506 | 1,009 | (503) | (50) | % | ||||||||||||||||||
| Corporate and Other | (316) | (290) | (26) | (9) | % | ||||||||||||||||||
Adjusted EBITDA(a) | $ | 2,883 | $ | 3,191 | $ | (308) | (10) | % | |||||||||||||||
(a) | For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below. | |||||||||||||
Cable Network Programming (43% and 41% of the Company’s revenues in fiscal 2024 and 2023, respectively)
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Affiliate fee | $ | 4,188 | $ | 4,175 | $ | 13 | — | % | |||||||||||||||
| Advertising | 1,262 | 1,403 | (141) | (10) | % | ||||||||||||||||||
| Other | 505 | 465 | 40 | 9 | % | ||||||||||||||||||
| Total revenues | 5,955 | 6,043 | (88) | (1) | % | ||||||||||||||||||
| Operating expenses | (2,668) | (2,927) | 259 | 9 | % | ||||||||||||||||||
| Selling, general and administrative | (610) | (660) | 50 | 8 | % | ||||||||||||||||||
| Amortization of cable distribution investments | 16 | 16 | — | — | % | ||||||||||||||||||
| Segment EBITDA | $ | 2,693 | $ | 2,472 | $ | 221 | 9 | % | |||||||||||||||
Revenues at the Cable Network Programming segment decreased $88 million or 1% for fiscal 2024, as compared to fiscal 2023, due to lower advertising revenue, partially offset by higher affiliate fee and other revenues. Affiliate fee revenue increased $13 million as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The decrease of $141 million or 10% in advertising revenue was primarily due to lower ratings and lower pricing in the direct response marketplace partially offset by higher pricing in the national advertising marketplace at FOX News Media. Also contributing to this decrease was the absence of the fiscal 2023 broadcast of the FIFA Men’s World Cup partially offset by the broadcast of the FIFA Women’s World Cup at the national sports networks in the current year. The increase of $40 million or
44
9% in other revenues was primarily due to higher sports sublicensing revenue principally due to renewals of college sports contracts.
Cable Network Programming Segment EBITDA increased $221 million or 9% for fiscal 2024, as compared to fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $259 million or 9% primarily due to lower sports programming rights amortization and production costs, led by the absence of the fiscal 2023 broadcast of the FIFA Men’s World Cup partially offset by the broadcast of the FIFA Women’s World Cup and the Union of European Football Associations (“UEFA”) European Championship at the national sports networks in the current year. Also contributing to this decrease was lower programming costs at FOX News Media and the deconsolidation of the USFL. Selling, general and administrative expenses decreased $50 million or 8% principally due to lower legal costs at FOX News Media and the deconsolidation of the USFL.
Television (56% and 58% of the Company’s revenues in fiscal 2024 and 2023, respectively)
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 4,182 | $ | 5,204 | $ | (1,022) | (20) | % | |||||||||||||||
| Affiliate fee | 3,136 | 2,876 | 260 | 9 | % | ||||||||||||||||||
| Other | 557 | 630 | (73) | (12) | % | ||||||||||||||||||
| Total revenues | 7,875 | 8,710 | (835) | (10) | % | ||||||||||||||||||
| Operating expenses | (6,372) | (6,704) | 332 | 5 | % | ||||||||||||||||||
| Selling, general and administrative | (997) | (997) | — | — | % | ||||||||||||||||||
| Segment EBITDA | $ | 506 | $ | 1,009 | $ | (503) | (50) | % | |||||||||||||||
Revenues at the Television segment decreased $835 million or 10% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. The decrease of $1 billion or 20% in advertising revenue was primarily due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup, lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S. midterm elections in the prior year, fewer NFL playoff games and lower ratings at the FOX Network. Partially offsetting this decrease was continued growth at Tubi. The increase of $260 million or 9% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations. The decrease of $73 million or 12% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023.
Television Segment EBITDA decreased $503 million or 50% for fiscal 2024, as compared to fiscal 2023, primarily due to the revenue decreases noted above, partially offset by lower expenses. Operating expenses decreased $332 million or 5% primarily due to lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of the Super Bowl LVII and the FIFA Men’s World Cup, partially offset by the renewed NFL contract and the broadcast of the UEFA European Championship in the current year. Also contributing to this decrease was lower entertainment programming rights amortization and production costs principally due to fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023, partially offset by continued growth at Tubi.
45
Corporate and Other (1% of the Company’s revenues for fiscal 2024 and 2023)
For the years ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | $ | 209 | $ | 217 | $ | (8) | (4) | % | |||||||||||||||
| Operating expenses | (56) | (67) | 11 | 16 | % | ||||||||||||||||||
| Selling, general and administrative | (469) | (440) | (29) | (7) | % | ||||||||||||||||||
| Segment EBITDA | $ | (316) | $ | (290) | $ | (26) | (9) | % | |||||||||||||||
Revenues within Corporate and Other for fiscal 2024 and 2023 include revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for fiscal 2024 and 2023 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2024 and 2023 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot. The increase of $29 million or 7% in selling, general and administrative expenses was primarily due to higher employee related costs as a result of the transition and separation of a named executive officer of the Company.
Fiscal 2023 versus Fiscal 2022
The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2023, as compared to fiscal 2022:
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Cable Network Programming | $ | 6,043 | $ | 6,097 | $ | (54) | (1) | % | |||||||||||||||
| Television | 8,710 | 7,685 | 1,025 | 13 | % | ||||||||||||||||||
| Corporate and Other | 217 | 233 | (16) | (7) | % | ||||||||||||||||||
| Eliminations | (57) | (41) | (16) | (39) | % | ||||||||||||||||||
| Total revenues | $ | 14,913 | $ | 13,974 | $ | 939 | 7 | % | |||||||||||||||
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Segment EBITDA | |||||||||||||||||||||||
| Cable Network Programming | $ | 2,472 | $ | 2,934 | $ | (462) | (16) | % | |||||||||||||||
| Television | 1,009 | 347 | 662 | ** | |||||||||||||||||||
| Corporate and Other | (290) | (326) | 36 | 11 | % | ||||||||||||||||||
Adjusted EBITDA(a) | $ | 3,191 | $ | 2,955 | $ | 236 | 8 | % | |||||||||||||||
| ** | not meaningful | |||||||||||||
(a) | For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below. | |||||||||||||
46
Cable Network Programming (41% and 44% of the Company’s revenues in fiscal 2023 and 2022, respectively)
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Affiliate fee | $ | 4,175 | $ | 4,205 | $ | (30) | (1) | % | |||||||||||||||
| Advertising | 1,403 | 1,462 | (59) | (4) | % | ||||||||||||||||||
| Other | 465 | 430 | 35 | 8 | % | ||||||||||||||||||
| Total revenues | 6,043 | 6,097 | (54) | (1) | % | ||||||||||||||||||
| Operating expenses | (2,927) | (2,595) | (332) | (13) | % | ||||||||||||||||||
| Selling, general and administrative | (660) | (586) | (74) | (13) | % | ||||||||||||||||||
| Amortization of cable distribution investments | 16 | 18 | (2) | (11) | % | ||||||||||||||||||
| Segment EBITDA | $ | 2,472 | $ | 2,934 | $ | (462) | (16) | % | |||||||||||||||
Revenues at the Cable Network Programming segment decreased $54 million or 1% for fiscal 2023, as compared to fiscal 2022, due to lower affiliate fee and advertising revenues, partially offset by higher other revenues. The decrease of $30 million or 1% in affiliate fee revenue was primarily due to a decrease in the average number of subscribers, partially offset by higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals. The decrease of $59 million or 4% in advertising revenue was primarily due to lower direct response pricing at FOX News Media, partially offset by the broadcast of the FIFA Men’s World Cup at the national sports networks in the current year. The increase of $35 million or 8% in other revenues was primarily due to higher FOX Nation subscription revenues and higher sports sublicensing revenues.
Cable Network Programming Segment EBITDA decreased $462 million or 16% for fiscal 2023, as compared to fiscal 2022, due to the revenue decreases noted above and higher expenses. Operating expenses increased $332 million or 13% primarily due to higher sports programming rights amortization led by the broadcast of the FIFA Men’s World Cup, the renewed MLB contract and a higher volume of college football games at the national sports networks, and higher employee related costs and increased digital investment at FOX News Media. Selling, general and administrative expenses increased $74 million or 13% principally due to higher legal costs partially offset by lower marketing costs at FOX News Media and higher costs associated with the expansion of the USFL.
Television (58% and 55% of the Company’s revenues in fiscal 2023 and 2022, respectively)
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 5,204 | $ | 4,440 | $ | 764 | 17 | % | |||||||||||||||
| Affiliate fee | 2,876 | 2,673 | 203 | 8 | % | ||||||||||||||||||
| Other | 630 | 572 | 58 | 10 | % | ||||||||||||||||||
| Total revenues | 8,710 | 7,685 | 1,025 | 13 | % | ||||||||||||||||||
| Operating expenses | (6,704) | (6,431) | (273) | (4) | % | ||||||||||||||||||
| Selling, general and administrative | (997) | (907) | (90) | (10) | % | ||||||||||||||||||
| Segment EBITDA | $ | 1,009 | $ | 347 | $ | 662 | ** | ||||||||||||||||
| ** | not meaningful | |||||||||||||
47
Revenues at the Television segment increased $1 billion or 13% for fiscal 2023, as compared to fiscal 2022, due to higher advertising, affiliate fee and other revenues. The increase of $764 million or 17% in advertising revenue was primarily due to revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup, continued growth at Tubi, higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S. midterm elections, and additional NFL post-season games. Partially offsetting this increase was the absence of TNF and lower ratings at the FOX Network in the current year. The increase of $203 million or 8% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations. The increase of $58 million or 10% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022.
Television Segment EBITDA increased $662 million for fiscal 2023, as compared to fiscal 2022, primarily due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $273 million or 4% primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LVII, NFL and MLB content, led by a higher volume of post-season games, and the broadcast of the FIFA Men’s World Cup, as well as increased digital investment in Tubi. Partially offsetting this increase was the absence of TNF and lower entertainment marketing and production costs. Selling, general and administrative expenses increased $90 million or 10% primarily due to continued growth at Tubi.
Corporate and Other (1% of the Company’s revenues for fiscal 2023 and 2022)
For the years ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | ||||||||||||||||||||||
| Revenues | $ | 217 | $ | 233 | $ | (16) | (7) | % | |||||||||||||||
| Operating expenses | (67) | (98) | 31 | 32 | % | ||||||||||||||||||
| Selling, general and administrative | (440) | (461) | 21 | 5 | % | ||||||||||||||||||
| Segment EBITDA | $ | (290) | $ | (326) | $ | 36 | 11 | % | |||||||||||||||
Revenues at the Corporate and Other for fiscal 2023 and 2022 include revenues generated by Credible and the operation of the FOX Studio lot. Operating expenses for fiscal 2023 and 2022 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 2023 and 2022 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted 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 information about Adjusted EBITDA assists all users of the Company’s Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant
48
components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Fiscal 2024 versus Fiscal 2023
The following table reconciles Net income to Adjusted EBITDA for fiscal 2024, as compared to fiscal 2023:
For the years ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Net income | $ | 1,554 | $ | 1,253 | |||||||
| Add | |||||||||||
| Amortization of cable distribution investments | 16 | 16 | |||||||||
| Depreciation and amortization | 389 | 411 | |||||||||
| Restructuring, impairment and other corporate matters | 67 | 1,182 | |||||||||
| Equity losses (earnings) of affiliates | 44 | (4) | |||||||||
| Interest expense, net | 216 | 218 | |||||||||
Non-operating other, net | 47 | (368) | |||||||||
| Income tax expense | 550 | 483 | |||||||||
| Adjusted EBITDA | $ | 2,883 | $ | 3,191 | |||||||
The following table sets forth the computation of Adjusted EBITDA for fiscal 2024, as compared to fiscal 2023:
For the years ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | 13,980 | $ | 14,913 | |||||||
| Operating expenses | (9,089) | (9,689) | |||||||||
| Selling, general and administrative | (2,024) | (2,049) | |||||||||
| Amortization of cable distribution investments | 16 | 16 | |||||||||
| Adjusted EBITDA | $ | 2,883 | $ | 3,191 | |||||||
Fiscal 2023 versus Fiscal 2022
The following table reconciles Net income to Adjusted EBITDA for fiscal 2023, as compared to fiscal 2022:
For the years ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Net income | $ | 1,253 | $ | 1,233 | |||||||
| Add | |||||||||||
| Amortization of cable distribution investments | 16 | 18 | |||||||||
| Depreciation and amortization | 411 | 363 | |||||||||
| Restructuring, impairment and other corporate matters | 1,182 | 157 | |||||||||
| Equity earnings of affiliates | (4) | (4) | |||||||||
| Interest expense, net | 218 | 371 | |||||||||
Non-operating other, net | (368) | 356 | |||||||||
| Income tax expense | 483 | 461 | |||||||||
| Adjusted EBITDA | $ | 3,191 | $ | 2,955 | |||||||
49
The following table sets forth the computation of Adjusted EBITDA for fiscal 2023, as compared to fiscal 2022:
For the years ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | 14,913 | $ | 13,974 | |||||||
| Operating expenses | (9,689) | (9,117) | |||||||||
| Selling, general and administrative | (2,049) | (1,920) | |||||||||
| Amortization of cable distribution investments | 16 | 18 | |||||||||
| Adjusted EBITDA | $ | 3,191 | $ | 2,955 | |||||||
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
The Company has approximately $4.3 billion of cash and cash equivalents as of June 30, 2024 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements). The Company also has access to the worldwide capital markets, subject to market conditions. As of June 30, 2024, the Company was in compliance with all of the covenants under its revolving credit facility, and it does not anticipate any noncompliance with such covenants.
The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming; employee and facility costs; capital expenditures; acquisitions; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
In addition to the transactions disclosed within Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company’s securities or the assumption of additional indebtedness.
Sources and Uses of Cash—Fiscal 2024 vs. Fiscal 2023
Net cash provided by operating activities for fiscal 2024 and 2023 was as follows (in millions):
For the years ended June 30, | 2024 | 2023 | ||||||||||||
| Net cash provided by operating activities | $ | 1,840 | $ | 1,800 | ||||||||||
The increase in net cash provided by operating activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower legal settlement costs (See Note 14—Commitments and Contingencies to the accompanying Financial Statements) and lower entertainment programming costs, partially offset by lower NFL receipts due to the absence of Super Bowl LVII, lower political advertising receipts due to the absence of the November 2022 U.S. midterm elections and lower Segment EBITDA.
Net cash used in investing activities for fiscal 2024 and 2023 was as follows (in millions):
For the years ended June 30, | 2024 | 2023 | ||||||||||||
| Net cash used in investing activities | $ | (452) | $ | (438) | ||||||||||
The increase in net cash used in investing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to higher investments in equity securities partially offset by a decrease in capital expenditures.
50
Net cash used in financing activities for fiscal 2024 and 2023 was as follows (in millions):
For the years ended June 30, | 2024 | 2023 | ||||||||||||
| Net cash used in financing activities | $ | (1,341) | $ | (2,290) | ||||||||||
The decrease in net cash used in financing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower activity under the stock repurchase program and the net impact of the October 2023 issuance of $1.25 billion of senior notes and the $1.25 billion repayment of senior notes that matured in January 2024 (See Note 9—Borrowings to the accompanying Financial Statements).
Stock Repurchase Program
See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.”
Dividends
Dividends paid in fiscal 2024 totaled $0.52 per share of Class A Common Stock and Class B Common Stock. Subsequent to June 30, 2024, the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.27 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 25, 2024 with a record date for determining dividend entitlements of September 4, 2024.
Based on the number of shares outstanding as of June 30, 2024, and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2025 is approximately $250 million.
Sources and Uses of Cash—Fiscal 2023 vs. Fiscal 2022
Net cash provided by operating activities for fiscal 2023 and 2022 was as follows (in millions):
For the years ended June 30, | 2023 | 2022 | ||||||||||||
| Net cash provided by operating activities | $ | 1,800 | $ | 1,884 | ||||||||||
The decrease in net cash provided by operating activities during fiscal 2023, as compared to fiscal 2022, was primarily due to legal settlement costs (See Note 14—Commitments and Contingencies to the accompanying Financial Statements), partially offset by higher Adjusted EBITDA, lower sports rights payments primarily due to the absence of TNF and lower entertainment programming costs.
Net cash used in investing activities for fiscal 2023 and 2022 was as follows (in millions):
For the years ended June 30, | 2023 | 2022 | ||||||||||||
| Net cash used in investing activities | $ | (438) | $ | (513) | ||||||||||
The decrease in net cash used in investing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to the absence of acquisitions and dispositions, partially offset by an increase in capital expenditures and higher investments in equity securities.
Net cash used in financing activities for fiscal 2023 and 2022 was as follows (in millions):
For the years ended June 30, | 2023 | 2022 | ||||||||||||
| Net cash used in financing activities | $ | (2,290) | $ | (2,057) | ||||||||||
The increase in net cash used in financing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to activity under the stock repurchase program, including the $1 billion accelerated share repurchase agreement (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under
51
the heading “Stock Repurchase Program”), partially offset by the absence of the $750 million repayment of senior notes that matured in January 2022.
Debt Instruments
The following table summarizes cash from borrowings and cash (used in) repayment of borrowings for fiscal 2024, 2023 and 2022:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Borrowings | |||||||||||||||||
Notes due 2033(a) | $ | 1,232 | $ | — | $ | — | |||||||||||
Notes due 2022 and 2024(b) | (1,250) | — | (750) | ||||||||||||||
| Total borrowings | $ | (18) | $ | — | $ | (750) | |||||||||||
(a) | See Note 9—Borrowings to the accompanying Financial Statements under the heading "Public Debt - Senior Notes Issued." | ||||
(b) | In January 2022 and 2024, $750 million of 3.666% senior notes and $1.25 billion of 4.030% senior notes matured and were repaid in full, respectively (See Note 9—Borrowings to the accompanying Financial Statements). | ||||
Ratings of the Senior Notes
The following table summarizes the Company’s credit ratings as of June 30, 2024:
| Rating Agency | Senior Debt | Outlook | ||||||||||||
| Moody’s | Baa2 | Stable | ||||||||||||
| Standard & Poor’s | BBB | Stable | ||||||||||||
Revolving Credit Agreement
In June 2023, the Company entered into an unsecured $1.0 billion revolving credit facility with a maturity date of June 2028 (See Note 9—Borrowings to the accompanying Financial Statements).
Commitments and Contingencies
The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. For additional details on commitments and contingencies see Note 14—Commitments and Contingencies to the accompanying Financial Statements under the headings “Licensed Programming,” “Other commitments and contractual obligations” and “Contingencies.”
Pension and other postretirement benefits and uncertain tax benefits
The table in Note 14—Commitments and Contingencies to the accompanying Financial Statements excludes the Company’s pension and other postretirement benefits (“OPEB”) obligations and the gross unrecognized tax benefits for uncertain tax positions as the Company is unable to reasonably predict the ultimate amount and timing. The Company made contributions of $86 million and $53 million to its pension plans in fiscal 2024 and 2023, respectively. The majority of these contributions were voluntarily made to improve the funded status of the plans. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements. Assuming that actual plan asset returns are consistent with the Company’s expected plan returns in fiscal 2025 and beyond and that interest rates remain constant, the Company would not be required to make any material contributions to its pension plans for the immediate future. Required pension plan contributions for the next fiscal year are not expected to be material but the Company may make voluntary contributions in future periods. Payments due to participants under the Company’s pension plans are primarily paid out of underlying trusts. Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are
52
principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans. The Company does not expect its net OPEB payments to be material in fiscal 2025 (See Note 15—Pension and Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application. The development and selection of these critical accounting policies and estimates have been determined by management of the Company and the related disclosures have been reviewed with the Audit Committee of the Company’s Board of Directors. For the Company’s summary of significant accounting policies, see Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements.
Use of Estimates
See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Use of Estimates.”
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.
The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired. Certain of the Company’s advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments due shortly thereafter.
The Company generates affiliate fee revenue from agreements with MVPDs for cable network programming and for the broadcast of the Company’s owned and operated television stations. In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals. Affiliate fee revenue is recognized as we continuously make the network programming available to the customer over the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
The Company classifies the amortization of cable distribution investments (capitalized fees paid to MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable distribution investments on a straight-line basis over the contract period.
Inventories
Licensed and Owned Programming
The Company incurs costs to license programming rights and to produce owned programming. Licensed programming includes costs incurred by the Company for access to content owned by third parties. The Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing. Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are
53
classified as current inventories, and license fees for programming with an initial license period of greater than one year are classified as non-current inventories. Licensed programming is predominantly amortized as the associated programs are made available. The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.
Owned programming includes content internally developed and produced as well as co-produced content. Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program. Future remaining revenue includes imputed license fees for content used by FOX as well as revenue expected to be earned based on distribution strategy and historical performance of similar content. Changes to estimated future revenues may result in impairments or changes in amortization patterns. When production partners distribute owned programming on the Company’s behalf, the net participation in profits is recorded as content license revenue. The Company may receive government incentives in connection with the production of owned programming. The Company records government incentives as a reduction of capitalized costs for owned programming when the monetization of the incentive is probable. Government incentives were not material in fiscal 2024, 2023 and 2022.
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs. Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an individual basis. Licensed programming is predominantly monetized as a group and tested for impairment on a channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate basis. The Company recognized impairments of approximately $40 million, $10 million, and $50 million in fiscal 2024, 2023 and 2022, respectively, related to owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.
Goodwill and Other Intangible Assets
The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, MVPD affiliate agreements and relationships, software and trademarks and other copyrighted products.
The Company accounts for its business combinations under the acquisition method of accounting. The total cost of acquisitions is allocated to the underlying net assets acquired, based on their respective estimated fair values at the date of acquisition. Goodwill is recorded as the difference between the consideration transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible net assets and is assigned to one or more reporting units for purposes of testing for impairment. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, long-term growth rates, asset lives, market multiples and relevant comparable transactions, among other items. Identifying reporting units and assigning goodwill to them requires judgment involving the aggregation of business units with similar economic characteristics and the identification of existing business units that benefit from the acquired goodwill. The judgments made in determining the estimated fair value assigned to each class of intangible assets acquired, their reporting unit, as well as their useful lives can significantly impact net income. The Company allocates goodwill to disposed businesses using the relative fair value method.
Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company’s impairment review is based on a discounted cash flow analysis and market-based valuation approach that requires significant management judgment. The Company uses its judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of
54
key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.
The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting and impairment testing. The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that are based on subjective judgments about future advertising revenues in the markets where the Company owns television stations. This method also involves the use of management’s judgment in estimating appropriate terminal growth rates, operating margins and discount rates reflecting the risk of a market participant in the U.S. broadcast industry. The resulting fair values for FCC licenses are sensitive to these long-term assumptions and any adverse changes to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.
During fiscal 2024, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheets as of June 30, 2024 were not impaired based on the Company’s annual assessments. The Company determined that there are no reporting units at risk of impairment as of June 30, 2024. While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including prevailing market conditions, discount rates, competitive factors, comparable public company trading values and expected future cash flows, could negatively impact the fair value of our reporting units and potentially result in a non-cash goodwill impairment charge in future periods. The Company will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-cash impairment charges.
See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Annual Impairment Review” for further discussion.
Income Taxes
The Company is subject to income tax primarily in various domestic jurisdictions. The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining the Company’s tax expense and in evaluating its tax positions, including evaluating uncertainties.
The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making this assessment, management analyzes future taxable income, reversing temporary differences and ongoing tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.
Employee Costs
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 measurement and recognition of costs of the Company’s pension and OPEB plans require the use of significant management judgments, including discount rates, expected return on plan assets and other actuarial assumptions.
For financial reporting purposes, net periodic pension expense is calculated based upon a number of actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality. The Company considers current market conditions, including changes in investment returns and interest rates, in making these assumptions. The expected long-term rate of return is determined using the current target asset allocation of 26% equity securities, 67% fixed income securities and 7% in other investments, and applying expected future returns for the various asset classes and correlations amongst the asset classes. A portion of the fixed income investments is allocated to cash to pay near-term benefits.
The discount rate reflects the market rate for high-quality fixed income investments on the Company’s annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit
55
obligations could be effectively settled. The rate was determined by matching the Company’s expected benefit payments for the plans to a hypothetical yield curve developed using a portfolio of hundreds of high-quality corporate bonds.
The key assumptions used in developing the Company’s fiscal 2024, 2023 and 2022 net periodic pension expense for its plans consist of the following:
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions, except %) | |||||||||||||||||
| Discount rate for service cost | 5.3 | % | 4.8 | % | 2.8 | % | |||||||||||
| Discount rate for interest cost | 5.4 | % | 4.5 | % | 2.1 | % | |||||||||||
| Assets | |||||||||||||||||
| Expected rate of return | 5.3 | % | 5.0 | % | 5.1 | % | |||||||||||
| Actual return | $ | 45 | $ | 53 | $ | (152) | |||||||||||
| Expected return | 45 | 40 | 50 | ||||||||||||||
| Actuarial gain (loss) | $ | — | $ | 13 | $ | (202) | |||||||||||
Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date. The Company will utilize discount rates of 5.5% and 5.3% in calculating the fiscal 2025 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.6% for fiscal 2025 based principally on the future return expectation of the plans’ asset mix. Changes in assumptions and differences between assumptions and actual experience has resulted in accumulated pre-tax net losses on the Company’s pension and postretirement benefit plans, which as of June 30, 2024 were $139 million as compared to $195 million as of June 30, 2023. These deferred losses are being systematically recognized in future net periodic pension expense. Unrecognized losses in excess of 10% of the greater of the market-related value of plan assets or the plans’ projected benefit obligation (“PBO”) are recognized over the average future service of the plan participants or average future life of the plan participants.
The Company made contributions of $86 million, $53 million and $59 million to its pension plans in fiscal 2024, 2023 and 2022, respectively. The majority of these contributions were voluntarily made to improve the funding status of the plans. Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements. Assuming that actual plan returns are consistent with the Company’s expected plan returns in fiscal 2025 and beyond and that interest rates remain constant, the Company would not be required to make any material statutory contributions to its pension plans for the immediate future. The Company will continue to make voluntary contributions as necessary to improve funded status.
Changes in net periodic pension expense may occur in the future due to changes in the Company’s expected rate of return on plan assets and discount rate resulting from economic events. The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant:
| Changes in Assumption | Impact on Annual Pension Expense | Impact on PBO | ||||||||||||
| 0.25 percentage point decrease in discount rate | Increase $3 million | Increase $27 million | ||||||||||||
| 0.25 percentage point increase in discount rate | Decrease $2 million | Decrease $26 million | ||||||||||||
| 0.25 percentage point decrease in expected rate of return on assets | Increase $2 million | — | ||||||||||||
| 0.25 percentage point increase in expected rate of return on assets | Decrease $2 million | — | ||||||||||||
Fiscal 2025 net periodic pension expense for the Company’s pension plans is expected to decrease to approximately $35 million primarily due to an improvement of funded status.
Legal Matters
The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated.
56
Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. 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. See Note 14—Commitments and Contingencies to the accompanying Financial Statements under the heading “Contingencies” for a discussion of the Company’s legal proceedings.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company’s financial performance; (ii) the Company’s plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.
Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:
•evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;
•declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies’ ability to accurately reflect actual viewership levels;
•further declines in the number of subscribers to MVPD services;
•the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms;
•the highly competitive nature of the industry in which the Company’s businesses operate;
•the popularity of the Company’s content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights;
•the Company’s ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all;
•damage to the Company’s brands or reputation;
•the inability to realize the anticipated benefits of the Company’s strategic investments and acquisitions, and the effects of any combination or significant acquisition, disposition or other similar transaction involving the Company;
•the loss of key personnel;
•labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast;
57
•lower than expected valuations associated with the Company’s reporting units, indefinite-lived intangible assets, investments or long-lived assets;
•a degradation, failure or misuse of the Company’s network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information;
•content piracy and signal theft and the Company’s ability to protect its intellectual property rights;
•the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection;
•changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof;
•the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;
•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;
•unfavorable litigation outcomes or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures;
•changes in GAAP or other applicable accounting standards and policies;
•the Company’s ability to secure additional capital on acceptable terms;
•the impact of widespread health emergencies or pandemics and measures to contain their spread; and
•the other risks and uncertainties detailed in Item 1A. “Risk Factors” in this Annual Report.
Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has exposure to two types of market risk: changes in interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes.
The following sections provide quantitative and qualitative information on the Company’s exposure to interest rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.
Interest Rates
The Company’s current financing arrangements and facilities include $7.25 billion of outstanding fixed-rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings to the accompanying Financial Statements).
Fixed and variable-rate debts are impacted differently by changes in interest rates. A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt. As of June 30, 2024, all the Company’s financial instruments with exposure to interest rate risk were
58
denominated in U.S. dollars and no variable-rate debt was outstanding. Information on financial instruments with exposure to interest rate risk is presented below:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Fair Value | |||||||||||
| Borrowings: liability | $ | 7,017 | $ | 6,895 | |||||||
| Sensitivity Analysis | |||||||||||
| Potential change in fair values resulting from a 10% adverse change in quoted interest rates | $ | 297 | $ | 267 | |||||||
Stock Prices
The Company has common stock investments in publicly traded companies that are subject to market price volatility. Information on the Company’s investments with exposure to stock price risk is presented below:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Fair Value | |||||||||||
| Total fair value of common stock investments | $ | 797 | $ | 884 | |||||||
| Sensitivity Analysis | |||||||||||
| Potential change in fair values resulting from a 10% adverse change in quoted market prices | $ | (80) | $ | (88) | |||||||
Concentrations of Credit Risk
See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Concentrations of Credit Risk.”
59
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FOX CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
Reports of Independent Registered Public Accounting Firm (PCAOB ID: | |||||
60
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Fox Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Fox Corporation;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America;
•provide reasonable assurance that receipts and expenditures of Fox Corporation are being made only in accordance with authorization of management and directors of Fox Corporation; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Fox Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. Also, the assessment of the effectiveness of internal control over financial reporting was made as of a specific date. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including the Company’s principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox Corporation’s internal control over financial reporting as of June 30, 2024, based on the framework set forth in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management determined that, as of June 30, 2024, Fox Corporation maintained effective internal control over financial reporting.
Ernst & Young LLP, the independent registered public accounting firm who audited and reported on the Consolidated Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2024, has audited the Company’s internal control over financial reporting. Their report appears on the following page.
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Fox Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Fox Corporation’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Fox Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and our report dated August 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
August 8, 2024
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Fox Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Fox Corporation (the Company) as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
63
| Program rights amortization – National sports programming | |||||
| Description of the Matter | As disclosed in Note 2 to the consolidated financial statements, the Company has single and multi-year contracts for national sports programming. The costs of multi-year sports contracts at the Company are primarily amortized based on the ratio of each contract’s current period's attributable revenue to the estimated total remaining attributable revenue. Auditing the amortization of the Company’s national sports programming involved subjective estimation and complex auditor judgment because the analysis that the Company relies upon to determine the amortization of this programming is based on estimates of future revenues from the programming. Differing estimates of future revenues could materially affect the timing of sports programming amortization. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the amortization of the Company’s national sports programming, including controls over management’s review of the analysis and the significant assumptions used to develop the estimated future revenues. We also tested management’s controls to validate that the data used in the analysis was complete and accurate. Among other audit procedures performed, we evaluated the significant assumptions used by the Company to develop the estimated future revenues and tested the completeness and accuracy of the underlying data used in the analysis. For example, we evaluated management’s forecasts of estimated future revenues by performing a look-back analysis of management’s historical estimates compared to actual results. We also performed a sensitivity analysis of the estimated future revenues to evaluate the change in the amortization of the Company’s national sports programming resulting from changes in the assumptions. | ||||
| Defamation and disparagement claims | |||||
| Description of the Matter | As disclosed in Note 14 to the consolidated financial statements, the Company and its news businesses and their employees are subject to lawsuits alleging defamation or disparagement. The Company records a liability for those legal proceedings when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. The Company continues to believe the pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The Company is unable to predict the final outcome of these matters and has determined that a loss is neither probable nor reasonably estimable. Accounting for contingencies related to defamation and disparagement claims requires management to exercise judgment related to the likelihood of a loss and if necessary, the estimate of the amount or range of loss. Auditing management’s accounting for such claims involves complex auditor judgment in determining whether the final outcome is probable or reasonably estimable. Significant judgment is required to determine the likelihood of a loss and if necessary, the estimate of the amount or range of loss related to such matters. Auditing management’s accounting for and disclosure of these matters involved challenging, and subjective auditor judgment in assessing the Company’s evaluation of the probability of a loss, and the estimated amount or range of loss. | ||||
64
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to management’s evaluation of defamation and disparagement claims, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures. Among other audit procedures, we tested management’s evaluation of the probability of outcome and range of loss, if estimable, through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal legal counsel to confirm our understanding of the allegations and related merits, and by obtaining written representations from executives of the Company. In addition, we evaluated the adequacy of financial disclosures. | ||||
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2018.
New York, New York
August 8, 2024
65
FOX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Operating expenses | ( | ( | ( | ||||||||||||||
| Selling, general and administrative | ( | ( | ( | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Restructuring, impairment and other corporate matters | ( | ( | ( | ||||||||||||||
| Equity (losses) earnings of affiliates | ( | ||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||
Non-operating other, net | ( | ( | |||||||||||||||
| Income before income tax expense | |||||||||||||||||
| Income tax expense | ( | ( | ( | ||||||||||||||
| Net income | |||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | $ | $ | ||||||||||||||
| EARNINGS PER SHARE DATA | |||||||||||||||||
| Net income attributable to Fox Corporation stockholders per share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
66
FOX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||
| Benefit plan adjustments and other | |||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Comprehensive income | |||||||||||||||||
Less: Net income attributable to noncontrolling interests(a) | ( | ( | ( | ||||||||||||||
| Comprehensive income attributable to Fox Corporation stockholders | $ | $ | $ | ||||||||||||||
(a) | Net income attributable to noncontrolling interests includes $( | ||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
67
FOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories, net | |||||||||||
| Other | |||||||||||
| Total current assets | |||||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Borrowings | $ | $ | |||||||||
| Accounts payable, accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Borrowings | |||||||||||
| Other liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity | |||||||||||
Class A Common Stock(a) | |||||||||||
Class B Common Stock(b) | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Fox Corporation stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
(a) | Class A Common Stock, $ | ||||
(b) | Class B Common Stock, $ | ||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
68
FOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of cable distribution investments | |||||||||||||||||
| Restructuring, impairment and other corporate matters | |||||||||||||||||
| Equity-based compensation | |||||||||||||||||
| Equity losses (earnings) of affiliates | ( | ( | |||||||||||||||
Non-operating other, net | ( | ||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Change in operating assets and liabilities, net of acquisitions and dispositions | |||||||||||||||||
| Receivables and other assets | ( | ( | ( | ||||||||||||||
| Inventories net of programming payable | ( | ( | |||||||||||||||
| Accounts payable and accrued expenses | ( | ( | ( | ||||||||||||||
| Other changes, net | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| INVESTING ACTIVITIES | |||||||||||||||||
| Property, plant and equipment | ( | ( | ( | ||||||||||||||
| Purchase of investments | ( | ( | ( | ||||||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||||||||
| Proceeds from dispositions, net | |||||||||||||||||
| Other investing activities, net | ( | ( | ( | ||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| FINANCING ACTIVITIES | |||||||||||||||||
| Repayment of borrowings | ( | ( | |||||||||||||||
| Borrowings | |||||||||||||||||
| Repurchase of shares | ( | ( | ( | ||||||||||||||
| Dividends paid and distributions | ( | ( | ( | ||||||||||||||
| Sale of subsidiary noncontrolling interest | |||||||||||||||||
| Other financing activities, net | ( | ( | ( | ||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents, beginning of year | |||||||||||||||||
| Cash and cash equivalents, end of year | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
69
FOX CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(IN MILLIONS)
| Class A | Class B | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Total Fox Corporation Stockholders’ Equity | Noncontrolling Interests(a) | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2021 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | ( | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2022 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | ( | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
(a) | |||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
70
FOX CORPORATION
NOTES TO THE 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 Transaction
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading independently on The Nasdaq Global Select Market (“the Transaction”). In connection with the Transaction, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney. The Separation and the Transaction were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, Disney and certain subsidiaries of Disney.
Basis of Presentation
The Company’s financial statements as of and for the years ended June 30, 2024, 2023 and 2022 are presented on a consolidated basis.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Financial Statements include the accounts of all majority-owned and controlled subsidiaries. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. All significant intercompany accounts and transactions within the Company’s consolidated businesses have been eliminated in consolidation.
Any change in the Company’s ownership interest in a consolidated subsidiary, where a controlling financial interest is retained, is accounted for as an equity transaction. When the Company ceases to have a controlling financial interest in a consolidated subsidiary, the Company recognizes a gain or loss in net income upon deconsolidation.
The Company’s fiscal year ends on June 30 (“fiscal”) of each year.
Reclassifications and Adjustments
Certain fiscal 2023 and 2022 amounts have been reclassified to conform to the fiscal 2024 presentation.
Use of Estimates
The preparation of the Company’s Financial Statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts that are reported in the 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.
71
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less.
Receivables
Receivables are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The allowance for credit losses is estimated based on historical experience, receivable aging, current expected collections, current economic trends and specific identification of certain receivables that are at risk of not being paid.
Receivables, net consist of:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Total receivables | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total receivables, net | $ | $ | |||||||||
Inventories
Licensed and Owned Programming
The Company incurs costs to license programming rights and to produce owned programming. Licensed programming includes costs incurred by the Company for access to content owned by third parties. The Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing. Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are classified as current inventories, and license fees for programming with an initial license period of greater than one year are classified as non-current inventories. Licensed programming is predominantly amortized as the associated programs are made available. The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.
Owned programming includes content internally developed and produced as well as co-produced content. Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program. Future remaining revenue includes imputed license fees for content used by FOX as well as revenue expected to be earned based on distribution strategy and historical performance of similar content. Changes to estimated future revenues may result in impairments or changes in amortization patterns. When production partners distribute owned programming on the Company’s behalf, the net participation in profits is recorded as content license revenue. The Company may receive government incentives in connection with the production of owned programming. The Company records government incentives as a reduction of capitalized costs for owned programming when the monetization of the incentive is probable. Government incentives were not material in fiscal 2024, 2023 and 2022.
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs. Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an
72
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
individual basis. Licensed programming is predominantly monetized as a group and tested for impairment on a channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate basis.
Investments
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 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 Statements of Operations.
Equity method investments are reviewed for impairment by comparing their fair value to their respective carrying amounts when events or circumstances suggest that the carrying amount of the investment may be impaired. The Company determines the fair value of its private company investments by considering available information, including recent investee equity transactions, discounted cash flow analyses, estimates based on comparable public company operating multiples and, in certain situations, balance sheet liquidation values. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline in market value has occurred, including the length of time and extent to which the market value has been below cost, the financial condition and near-term prospects of the issuer of the security, the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value and other factors influencing the fair market value, such as general market conditions.
The Company regularly reviews equity securities not accounted for using the equity method or at fair value for impairment based on a qualitative assessment which includes, but is not limited to (i) significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee, (ii) significant adverse changes in the regulatory, economic or technological environment of the investee and (iii) significant adverse changes in the general market condition of either the geographical area or the industry in which the investee operates. If an equity security is impaired, an impairment loss is recognized in the Statements of Operations equal to the difference between the fair value of the investment and its carrying amount.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is provided using the straight-line method over an estimated useful life of to 40 years for buildings and leaseholds and to 10 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Costs associated with the repair and maintenance of property are expensed as incurred. Changes in circumstances, such as technological advances, or changes to the Company’s business model or capital strategy, could result in the actual useful lives differing from the Company’s estimates. In those cases where the Company determines that the estimated useful life of property, plant and equipment should be shortened, the Company depreciates the asset over its revised remaining useful life, thereby increasing depreciation expense.
Goodwill and Other Intangible Assets
The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, traditional and virtual multi-channel video programming distributor (“MVPD”) affiliate agreements and relationships, software and trademarks and other copyrighted products. Intangible assets other than goodwill acquired in business combinations are recorded at their estimated fair value at the date of acquisition. Goodwill is recorded as the difference between the consideration transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible net assets. Amounts recorded as goodwill are
73
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
assigned to more than one reporting unit as of the acquisition date when more than one reporting unit is expected to benefit from the synergies of the combination. The Company’s goodwill and indefinite-lived intangible assets, which primarily consist of FCC licenses, are tested annually for impairment, or earlier if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. The impairment assessment of indefinite-lived intangibles compares the fair value of the assets to their carrying value. Intangible assets with finite lives are generally amortized over their estimated useful lives. The weighted average original amortization period of amortizable intangible assets is approximately 10 years.
Annual Impairment Review
Goodwill
Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount after a qualitative assessment, the Company performs a quantitative impairment test to compare the fair value of each reporting unit to its carrying amount, including goodwill. In performing the quantitative assessment, the Company determines the fair value of a reporting unit primarily by using discounted cash flow analysis and market-based valuation approach methodologies. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, asset lives, company earnings multiples and relevant comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company’s estimated outlook and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable public company trading values. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
FCC licenses
The Company performs impairment reviews by comparing the estimated fair value of the Company’s FCC licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical start-up scenario for a broadcast station in each of the markets the Company operates in. The significant assumptions used are the discount rate and terminal growth rates and operating margins, as well as industry data on future advertising revenues in the markets where the Company owns television stations. These assumptions are based on actual third-party historical performance and estimates of future performance in each market.
During fiscal 2024, the Company determined that the goodwill and indefinite-lived intangible assets included in the Balance Sheets as of June 30, 2024, were not impaired based on the Company’s annual assessments. The Company determined that there are no reporting units at risk of impairment as of June 30, 2024. While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including prevailing market conditions, discount rates, competitive factors, comparable public company trading values and expected future cash flows, could negatively impact the fair value of our reporting units and potentially result in a non-cash goodwill impairment charge in future periods. The Company will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-cash impairment charges.
Leases
The Company has lease agreements primarily for office facilities and other equipment. At contract inception, the Company determines if a contract is or contains a lease and, if so, whether it is an operating or finance lease. The Company does not separate lease components from nonlease components for real estate leases.
For operating leases that have a lease term of greater than one year, the Company initially recognizes operating lease liabilities and right-of-use (“ROU”) assets at the lease commencement date, which is the date that the lessor makes an underlying asset available for use by the Company. ROU assets represent the
74
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Company’s right to use an underlying asset for the lease term and lease liabilities represent the present value of the Company’s obligation to make lease payments, primarily escalating fixed payments, over the lease term. The discount rate used to determine the present value of the lease payments is generally the Company’s incremental borrowing rate because the rate implicit in the lease is generally not readily determinable. The incremental borrowing rate for the lease term is determined by adjusting the Company’s unsecured borrowing rate for a similar term to approximate a collateralized borrowing rate. The Company’s lease terms for each of its leases represents the noncancelable period for which the Company has the right to use an underlying asset, together with all of the following: (i) periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; (ii) periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option; and (iii) periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term.
The Company’s operating ROU assets are included in Other non-current assets and the Company’s current and non-current operating lease liabilities are included in Accounts payable, accrued expenses and other current liabilities and Other liabilities, respectively, in the Company’s Balance Sheets (See Note 20—Additional Financial Information).
Long-Lived Asset Impairments
The Company periodically reviews the carrying amounts of its long-lived assets, including property, plant and equipment, ROU assets and finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized and is measured as the amount by which the carrying value of such asset or asset group exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less their costs to sell.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.
The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired. Certain of the Company’s advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments due shortly thereafter.
The Company generates affiliate fee revenue from agreements with MVPDs for cable network programming and for the broadcast of the Company’s owned and operated television stations. In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals. Affiliate fee revenue is recognized as we continuously make the programming available to the customer over the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
75
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company classifies the amortization of cable distribution investments (capitalized fees paid to MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable distribution investments on a straight-line basis over the contract period.
Other revenue primarily includes revenue generated from the Company’s content licensing agreements and revenue from production services and rentals. Revenue from content licensing agreements is recognized when the content is made available under the content licensing agreements. Production services and rental revenues are recognized as the goods or services are delivered.
Advertising Expenses
The Company expenses advertising costs as incurred. The Company incurred advertising expenses of $646 million, $680 million and $708 million for fiscal 2024, 2023 and 2022, respectively.
Income Taxes
The Company uses an asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established where management determines that it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Earnings Per Share
Basic earnings per share for the Class A Common Stock and Class B Common Stock is calculated by dividing Net income attributable to Fox Corporation stockholders by the weighted average number of outstanding shares of Class A Common Stock, including vested restricted stock units (“RSUs”), and Class B Common Stock. Diluted earnings per share for the Class A Common Stock and Class B Common Stock is calculated similarly, except that the calculation for the Class A Common Stock includes the dilutive effect of the assumed issuance of the shares issuable under the Company’s equity-based compensation plan.
Equity-Based Compensation
The Company applies a fair value-based measurement method in accounting for generally all share-based payment transactions with employees. The Company recognizes compensation cost for awards granted that have only service requirements and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. The Company accounts for forfeitures when they occur.
Financial Instruments
The carrying value of the Company’s financial instruments, such as cash and cash equivalents, receivables, payables and investments accounted for using the measurement alternative, approximates fair value. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are presented outside of permanent equity on the Company’s Balance Sheets as their redemption is outside the control of the Company. The redeemable noncontrolling interests recorded are put rights held in Credible Labs Inc. (“Credible”) and an entertainment production company. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period from issuance to the earliest redemption date. If a redeemable noncontrolling interest is redeemable at fair value, adjustments to the carrying amount are recorded in retained earnings. If a redeemable noncontrolling interest is redeemable at an amount in excess of fair value, the portion of the adjustment that reflects a redemption in excess of fair value is presented within net income attributable to noncontrolling interests in the Statements of Operations.
76
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 2024, the Company had no customer that accounted for 10% or more of the Company’s receivables. As of June 30, 2023, the Company had one individual customer that accounted for approximately 11 % of the Company’s receivables.
Recently Adopted, Recently Issued Accounting Guidance and Other
Segment Reporting
In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that enhances segment reporting by requiring the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss. The amendment will be applied on a retrospective basis and is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2025 and for interim periods beginning with the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. The Company is currently evaluating the impact the new guidance will have on our financial statement disclosures.
Income Taxes
In December 2023, the FASB issued updated guidance that enhances income tax disclosures, primarily requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The amendment is effective for the Company beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2026 on a prospective basis, with the option to use retrospective application. The Company is currently evaluating the impact the new guidance will have on our financial statement disclosures.
NOTE 3. 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. The Company records any noncontrolling interests in an acquiree at their acquisition date fair value. When there is a business combination, the initial accounting, including the allocation of the consideration transferred, is based on provisional amounts. The amounts allocated to intangible assets and goodwill, the estimates of useful lives and the related amortization expense are subject to changes pending the completion of the final valuations of certain assets and liabilities. A change in the allocation of consideration transferred and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.
During fiscal 2024 and 2023, the Company made no three entertainment production companies, for total cash consideration of approximately $240 million. The incremental revenues and Segment EBITDA (as defined in Note 17—Segment Information) related to the fiscal 2022 acquisitions, included in the Company's results of operations, were not material individually or in the aggregate.
On January 12, 2024, the United Football League (the “UFL”) was launched as a professional spring football league that combines the legacy operations of the United States Football League (the “USFL”), a majority-owned consolidated subsidiary of FOX, and XFL, a third-party company. In connection with the launch of the UFL, the Company deconsolidated the operations of the USFL and contributed the USFL net assets to the UFL. As consideration for the net assets contributed, the Company received an approximately 42 % ownership interest in the UFL, a variable interest entity, which was recorded as an equity method investment, initially at fair value. This equity method investment is included in Other non-current assets in the Balance Sheets. As a result of this transaction, the Company recorded a gain of approximately $170 million in Non-
77
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
operating other, net in the Statements of Operations for the year ended June 30, 2024 (See Note 20—Additional Financial Information under the heading “Non-Operating Other, net”).
On February 6, 2024, FOX announced that it would enter into a joint venture (“Venu Sports”) with ESPN, a subsidiary of The Walt Disney Company, and Warner Bros. Discovery to form a digital distribution platform focused on sports. Each company is expected to own one-third of the joint venture, have equal board representation and license their sports networks to the joint venture on a non-exclusive basis. The subscription-based streaming service is expected to launch in the fall of 2024.
NOTE 4. 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 years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Restructuring charges | $ | ( | $ | ( | $ | ||||||||||||
| Other corporate matters | |||||||||||||||||
Legal settlement costs(a) | ( | ( | ( | ||||||||||||||
U.K. Newspaper Matters Indemnity(a) | ( | ( | ( | ||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Total restructuring, impairment and other corporate matters | $ | ( | $ | ( | $ | ( | |||||||||||
(a) | See Note 14—Commitments and Contingencies under the headings “Defamation and Disparagement Claims” and "U.K. Newspaper Matters Indemnity." | ||||
Restructuring
During fiscal 2024, 2023 and 2022, the Company recognized restructuring charges of $13 million, $111 million and nil , respectively. These charges were primarily comprised of severance costs at the Cable Network Programming and Television reportable segments and Corporate and Other for fiscal 2024 and 2023.
Changes in the restructuring program liabilities were as follows:
One time termination benefits | Contract termination costs | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
Balance, June 30, 2021 | $ | ( | $ | ( | $ | ( | |||||||||||
| Payments | |||||||||||||||||
Balance, June 30, 2022 | $ | ( | $ | ( | $ | ( | |||||||||||
| Additions | ( | ( | |||||||||||||||
| Payments | |||||||||||||||||
Balance, June 30, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Additions and other | ( | ( | |||||||||||||||
| Payments | |||||||||||||||||
Balance, June 30, 2024 | $ | ( | $ | $ | ( | ||||||||||||
78
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized in the Balance Sheets consist of:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
Accounts payable, accrued expenses and other current liabilities | $ | $ | $ | ||||||||||||||
Other liabilities | |||||||||||||||||
| Total restructuring liabilities | $ | $ | $ | ||||||||||||||
NOTE 5. INVENTORIES, NET
The Company’s inventories were comprised of the following:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Licensed programming, including prepaid sports rights | $ | $ | |||||||||
| Owned programming | |||||||||||
| Total inventories, net | |||||||||||
| Less: current portion of inventories, net | ( | ( | |||||||||
| Total non-current inventories, net | $ | $ | |||||||||
| Owned programming | |||||||||||
| Released | $ | $ | |||||||||
| In-process or other | |||||||||||
| Total | $ | $ | |||||||||
The following table presents the aggregate amortization expense related to Inventories, net included in Operating expenses in the Statements of Operations:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Total amortization expense | $ | $ | $ | ||||||||||||||
Based on the balance of inventories, net as of June 30, 2024, the estimated amortization expense for each of the succeeding three fiscal years is as follows:
For the years ending June 30, | |||||||||||||||||
| 2025 | 2026 | 2027 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Estimated amortization expense | $ | $ | $ | ||||||||||||||
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs. The Company recognized impairments of approximately $40 million, $10 million and $50 million in fiscal 2024, 2023 and 2022, respectively, related to owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Statements of Operations.
79
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. FAIR VALUE
Fair value measurements are 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 June 30, 2024 | ||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Investments in equity securities | $ | $ | (a) | $ | $ | |||||||||||||||||||||
| Redeemable noncontrolling interests | ( | ( | (b) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Fair value measurements | ||||||||||||||||||||||||||
As of June 30, 2023 | ||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Investments in equity securities | $ | $ | (a) | $ | $ | |||||||||||||||||||||
| Redeemable noncontrolling interests | ( | ( | (b) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
(a) | The investment categorized as Level 1 primarily represents 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. | ||||
In connection with the combination of The Stars Group Inc. and Flutter in May 2020, FOX Sports received the right to acquire an 18.6 % equity interest in FanDuel Group (“FanDuel”), a majority-owned subsidiary of Flutter, at a price set forth in the relevant agreement (structured as a 10 -year option), which has been the subject of arbitration proceedings. In January 2023, the U.S. District Court for the Southern District of New York confirmed and entered the arbitrator’s ruling affirming FOX Sports’ 10 -year call option expiring in December 2030 to acquire 18.6 % of FanDuel for $3.7 billion, with a 5 % annual escalator. As of June 30, 2024, the option exercise price is approximately $4.3 billion. FOX has no obligation to commit capital towards this opportunity unless and until it exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX’s consent or approval from the arbitrator.
80
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Redeemable Noncontrolling Interests
The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Beginning of year | $ | ( | $ | ( | $ | ( | |||||||||||
Acquisitions(a) | ( | ||||||||||||||||
| Net loss | |||||||||||||||||
| Distributions | |||||||||||||||||
Accretion and other(b) | ( | ( | |||||||||||||||
| End of year | $ | ( | $ | ( | $ | ( | |||||||||||
(a) | The amount issued in fiscal 2022 was primarily due to the acquisition of an entertainment production company. | ||||
(b) | As a result of the expiration of the sports network minority shareholder’s final put right during fiscal 2022, approximately $ | ||||
The fair values of the redeemable noncontrolling interests held in the entertainment production company and in Credible were determined by using discounted cash flow analysis and market-based valuation approach methodologies. Significant unobservable inputs used in the fair value measurements of the Company’s redeemable noncontrolling interests are EBITDA (as defined in Note 17—Segment Information) projections and multiples. Significant increases (decreases) in multiples would result in a significantly higher (lower) fair value measurement.
The put right held by the Credible minority shareholder will become exercisable in fiscal 2025. The put right held by the entertainment production company’s minority shareholder will become exercisable in fiscal 2027.
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 June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Borrowings | |||||||||||
| Fair value | $ | $ | |||||||||
| Carrying value | $ | $ | |||||||||
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).
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company’s assets measured at fair value on a nonrecurring basis include investments accounted for using the equity method and the measurement alternative method, long-lived assets, indefinite-lived intangible assets and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements.
81
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and leaseholds | |||||||||||
| Machinery and equipment | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Construction in progress | |||||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
Depreciation and amortization expense related to Property, plant and equipment was $344 million, $337 million and $297 million for fiscal 2024, 2023 and 2022, respectively.
NOTE 8. GOODWILL AND INTANGIBLE ASSETS, NET
The changes in the carrying values of the Company’s intangible assets and related accumulated amortization were as follows:
| Intangible assets not subject to amortization | Amortizable intangible assets, net(a) | Total intangible assets, net | |||||||||||||||||||||||||||
FCC licenses | Other | Total | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Balance, June 30, 2022 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amortization and other | — | — | — | ( | ( | ||||||||||||||||||||||||
Balance, June 30, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amortization and other | — | — | — | ( | ( | ||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) | Net of accumulated amortization of $ | ||||
Amortization expense related to finite-lived intangible assets was $45 million, $74 million and $66 million for fiscal 2024, 2023 and 2022, respectively.
82
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Based on the balance of finite-lived intangible assets as of June 30, 2024, the estimated amortization expense for each of the succeeding five fiscal years is as follows:
For the years ending June 30, | |||||||||||||||||||||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Estimated amortization expense(a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) | These amounts may vary as acquisitions and dispositions occur in the future. | ||||
The changes in the carrying value of goodwill, by reportable segment and Corporate and Other, are as follows:
| Cable Network Programming | Television | Corporate and Other | Total Goodwill | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Balance, June 30, 2022 | $ | $ | $ | $ | |||||||||||||||||||
Acquisitions and other | |||||||||||||||||||||||
Balance, June 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||
Other | ( | ( | |||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
The carrying amount of Television segment goodwill was net of accumulated impairments of $371
NOTE 9. BORROWINGS
Public Debt - Senior Notes Issued
The Company has issued senior notes (the “Notes”) under an Indenture, dated as of January 25, 2019, by and between the Company and The Bank of New York Mellon, as Trustee (the “2019 Indenture”). The Notes are direct unsecured obligations of the Company and rank pari passu with all other senior indebtedness of the Company, including the indebtedness under the Revolving Credit Agreement described below. Redemption may occur, at the option of the holders, at 101 % of the principal amount plus an accrued interest amount in certain circumstances where a change of control is deemed to have occurred. The Notes are subject to certain covenants, which, among other things, limit the Company’s ability and the ability of the Company’s subsidiaries, to create liens and engage in merger, sale or consolidation transactions. The 2019 Indenture does not contain any financial maintenance covenants.
In October 2023 and April 2020, the Company issued $1.25 billion and $1.2 billion of senior notes, respectively, and used the net proceeds for general corporate purposes. In January 2019, the Company issued $6.8 billion of senior notes and used the net proceeds, together with available cash on its balance sheet, to fund
83
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
the estimated taxes associated with the Transaction. The following table summarizes the Company’s senior notes, net of repayments:
Outstanding as of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Public debt | |||||||||||
| $ | $ | ||||||||||
| Total public debt | |||||||||||
| Less: unamortized discount and debt issuance costs | ( | ( | |||||||||
| Total borrowings | $ | $ | |||||||||
Current Borrowings
Included in Borrowings within Current liabilities as of June 30, 2024 was $600 million of 3.050 % senior notes due in April 2025.
Included in Borrowings within Current liabilities as of June 30, 2023 was $1.25 billion of 4.030 % senior notes which matured and were repaid in full in January 2024.
Revolving Credit Agreement
On June 14, 2023, the Company entered into a five-year credit agreement (the “Revolving Credit Agreement”) among the Company, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents and JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding Inc., as Co-Documentation Agents. The Company entered into the Revolving Credit Agreement in anticipation of the transition away from the London Interbank Offered Rate (“LIBOR”) as a result of reference rate reform and to replace the Company’s previous unsecured revolving credit facility.
The Revolving Credit Agreement provides for 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. Under the Revolving Credit Agreement, the Company may request an increase in the amount of the credit facility commitments up to a maximum facility amount of $1.75 billion and the Company may request that the maturity date be extended for up to two additional one-year periods. The material terms of the Revolving Credit Agreement include the requirement that the Company maintain specific leverage ratios and limitations on indebtedness. The interest rates and fees under the Revolving Credit Agreement are based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current credit ratings, the interest rate on borrowings under the Revolving Credit Agreement would be the forward-looking term rate based on the plus 1.125 % and the facility fee is 0.125 %. As of June 30, 2024, there were no borrowings outstanding under the Revolving Credit Agreement.
84
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. LEASES
Lessee Arrangements
The following amounts were recorded in the Company’s Balance Sheets relating to its operating leases and other supplemental information:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| ROU assets | $ | $ | |||||||||
| Lease liabilities | |||||||||||
| $ | $ | ||||||||||
| $ | $ | ||||||||||
| Other supplemental information | |||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
In December 2022, the Company renewed the operating lease for its corporate headquarters at 1211 Avenue of the Americas in New York through fiscal 2042. In connection with this extension, the Company recorded additional operating lease assets and liabilities of approximately $540 million as of June 30, 2023.
The following table presents information about the Company’s lease costs and supplemental cash flows information for leases:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Lease costs | |||||||||||||||||
Total lease costs(a) | $ | $ | $ | ||||||||||||||
| Supplemental cash flows information | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | ||||||||||||||
| ROU assets obtained in exchange for operating lease liabilities | $ | $ | $ | ||||||||||||||
(a) | Total lease costs are net of sublease income of approximately $ | ||||
85
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the lease payments relating to the Company’s operating leases:
As of June 30, 2024 | |||||
| (in millions) | |||||
| Fiscal Year | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: imputed interest | ( | ||||
| Present value of operating lease liabilities | $ | ||||
Lessor Arrangements
The Company’s lessor arrangements primarily relate to its owned production and office facilities at the FOX Studio Lot, which is located in Los Angeles, California. The Company leases production and office space on the FOX Studio Lot to Disney for an initial term of seven years , subject to two five-year renewal options exercisable by Disney. As a result, the FOX Studio Lot will predominantly be utilized by Disney until 2026. The Company will receive approximately $50 million annually in lease payments over the remaining lease term.
The Company recorded total lease income for fiscal 2024, 2023 and 2022 of approximately $55
NOTE 11. STOCKHOLDERS’ EQUITY
Common Stock and Preferred Stock
The Company has two classes of common stock that are authorized and outstanding: Class A Common Stock and Class B Common Stock. As a general matter, holders of Class B Common Stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).
As of June 30, 2024, there were approximately 14,100 holders of record of shares of Class A Common Stock and approximately 3,000 holders of record of shares of Class B Common Stock.
In the event of a liquidation or dissolution or winding up of the Company, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of preferred stock or series common stock, holders of Class A Common Stock and Class B Common Stock, to the extent fixed by the Board of Directors (the “Board”) with respect thereto, are entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock generally are entitled to receive substantially identical per share consideration.
Under the Certificate of Incorporation, the Board is authorized to issue shares of preferred stock or common stock at any time, without stockholder approval, and to determine all the terms of those shares,
86
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
including the following:
(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors;
(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and
(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class.
Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance with the Board’s fiduciary duty to act in the best interests of the Company’s stockholders. The Company is authorized to issue 35,000,000 shares of preferred stock, par value $0.01 per share and 35,000,000 shares of series common stock, par value $0.01 per share. The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock and series common stock in one or more series and to fix the number of shares, designations, relative rights (including voting rights), preferences, qualifications and limitations of such series to the full extent permitted by Delaware law.
Stock Repurchase Program
The Company’s Board has authorized a stock repurchase program under which the Company can repurchase $7 billion of Class A Common Stock and Class B Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. As of June 30, 2024, the Company’s remaining stock repurchase authorization was approximately $1.4 billion.
Fiscal 2023 and 2024
In connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in February 2023 under which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80 % of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share, which was the Nasdaq Global Select Market (“Nasdaq”) closing share price of the Class A Common Stock on February 8, 2023. Upon settlement of the ASR agreement in August 2023, the Company received a final delivery of approximately 7.8 million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-weighted average market price of the Class A Common Stock on the Nasdaq during the term of the ASR agreement less a discount). The Company accounted for the ASR agreement as two separate transactions. The initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract indexed to the Class A Common Stock and qualified as an equity transaction.
In addition to the shares purchased under the ASR agreement, the Company repurchased shares of Class A Common Stock and Class B Common Stock in the open market during fiscal 2024, 2023 and 2022. 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.
87
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s repurchases of its Class A Common Stock and Class B Common Stock:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
Total cost of repurchases(a) | $ | $ | $ | ||||||||||||||
| Total number of shares repurchased | |||||||||||||||||
(a) | These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases. | |||||||||||||
Stockholders Agreement
The Company announced on November 6, 2019 that it had entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more than 44 % of the outstanding voting power of the shares of Class B Common Stock or would increase the Murdoch Family Trust’s voting power by more than 1.75 % in any rolling twelve-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44 % of the outstanding voting power of the Class B shares, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter.
Dividends
The following table summarizes the dividends declared and paid per share on both the Company’s Class A Common Stock and Class B Common Stock:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash dividend per share | $ | $ | $ | ||||||||||||||
Comprehensive Income
Comprehensive income is reported in the Statements of Comprehensive Income and consists of Net income and Other comprehensive income, including benefit plan adjustments, which affect stockholders’ equity, and under GAAP, are excluded from Net income.
The following tables summarize the activity within Other comprehensive income:
For the year ended June 30, 2024 | |||||||||||||||||
| Before tax | Tax benefit (provision) | Net of tax | |||||||||||||||
| (in millions) | |||||||||||||||||
| Benefit plan adjustments and other | |||||||||||||||||
| Unrealized gains | $ | $ | ( | $ | |||||||||||||
Reclassifications realized in net income(a) | ( | ||||||||||||||||
| Other comprehensive income | $ | $ | ( | $ | |||||||||||||
88
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended June 30, 2023 | |||||||||||||||||
| Before tax | Tax benefit (provision) | Net of tax | |||||||||||||||
| (in millions) | |||||||||||||||||
| Benefit plan, cumulative translation adjustments and other | |||||||||||||||||
| Unrealized gains | $ | $ | ( | $ | |||||||||||||
Reclassifications realized in net income(a) | ( | ||||||||||||||||
| Cumulative translation adjustment | |||||||||||||||||
| Other comprehensive income | $ | $ | ( | $ | |||||||||||||
For the year ended June 30, 2022 | |||||||||||||||||
| Before tax | Tax benefit (provision) | Net of tax | |||||||||||||||
| (in millions) | |||||||||||||||||
| Benefit plan and cumulative translation adjustments | |||||||||||||||||
| Unrealized gains | $ | $ | ( | $ | |||||||||||||
Reclassifications realized in net income(a) | ( | ||||||||||||||||
| Cumulative translation adjustment | ( | ( | |||||||||||||||
| Other comprehensive income | $ | $ | ( | $ | |||||||||||||
(a) | Reclassifications of amounts related to benefit plan adjustments are included in Non-operating other, net in the Statements of Operations (See Note 15—Pension and Other Postretirement Benefits for additional information). | ||||
Accumulated other comprehensive loss
The following table summarizes the components of Accumulated other comprehensive loss, net of tax:
As of June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Benefit plan adjustments and other | $ | ( | $ | ( | $ | ( | |||||||||||
| Cumulative translation adjustment | ( | ( | ( | ||||||||||||||
| Accumulated other comprehensive loss, net of tax | $ | ( | $ | ( | $ | ( | |||||||||||
NOTE 12. EQUITY-BASED COMPENSATION
The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”), under which stock options (including performance-based stock options (“PSOs”), stock appreciation rights, restricted and unrestricted stock, RSUs, performance stock units “PSUs”) and other types of FOX or subsidiary equity awards may be granted.
2019 Shareholder Alignment Plan
The Company’s officers, directors and employees are eligible to participate in the SAP. The maximum number of shares of Class A Common Stock that may be issued under the SAP is 65 million shares. As of June 30, 2024, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 35 million.
Awards granted under the SAP (other than stock options or stock appreciation rights) entitle the holder to receive Dividend Equivalents (as defined in the SAP) for each regular cash dividend on the common stock underlying the award paid by the Company during the award period. Dividend equivalents granted with respect
89
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
to equity awards will be accrued during the applicable award period and such dividend equivalents will vest and be paid only if and when the underlying award vests.
The fair value of equity-based compensation under the SAP was calculated according to the type of award issued.
Restricted Stock Units
RSUs are awards that represent the potential to receive shares of Class A Common Stock at the end of the applicable vesting period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board (the “Compensation Committee”) may establish. RSUs awarded under the SAP are fair valued based upon the fair market value of Class A Common Stock on the grant date. Any person who holds RSUs has no ownership interest in the shares of Class A Common Stock to which such RSUs relate until and unless shares of Class A Common Stock are delivered to the holder.
In fiscal 2024, 2023 and 2022, a total of approximately 3.0 million, 2.1 million and 1.7 million RSUs were granted, respectively, which generally vest in equal annual installments over a three-year period subject to the participants’ continued employment with the Company.
Performance Stock Units
PSUs are fair valued on the date of grant and expensed over the service period using a straight-line method as the awards cliff vest at the end of a three-year performance period. The Company also estimates the number of shares expected to vest which is based on management’s determination of the probable outcome of the performance conditions, which requires considerable judgment. The Company records a cumulative adjustment in periods in which the Company’s estimate of the number of shares expected to vest changes. Additionally, the Company ultimately adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. The number of shares that will be issued upon vesting of PSUs can range from 0 % to 200 % of the target award, based on the Company’s three-year total shareholder return (“TSR”) as measured against the three-year TSR of the companies that comprise the Standard and Poor’s 500 Index and other performance measures. The fair value of the TSR condition is determined using a Monte Carlo simulation model.
In fiscal 2024, 2023 and 2022, a total of approximately 0.2 three-yea r performance measurement period. The awards are subject to the achievement of three pre-established objective performance measures determined by the Compensation Committee. The awards issued will be settled in shares of Class A Common Stock upon vesting and are subject to the participants’ continued employment with the Company. Any person who holds PSUs has no ownership interest in the shares of Class A Common Stock to which such PSUs relate until and unless shares of Class A Common Stock are delivered to the holder. All shares of Class A Common Stock underlying awards that are cancelled or forfeited become available for future grants. Certain of these awards have a graded vesting provision and the expense recognition is accelerated.
90
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the activity related to RSUs and target PSUs granted to the Company’s employees to be settled in stock (RSUs and PSUs in thousands):
Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | |||||||||||||||||||||||||||||||||
Number of shares | Weighted average grant- date fair value | Number of shares | Weighted average grant- date fair value | Number of shares | Weighted average grant- date fair value | ||||||||||||||||||||||||||||||
| RSUs and PSUs | |||||||||||||||||||||||||||||||||||
| Unvested units at beginning of the year | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Cancelled | ( | ( | ( | ||||||||||||||||||||||||||||||||
Unvested units at the end of the year(a) | $ | $ | $ | ||||||||||||||||||||||||||||||||
(a) | The intrinsic value of unvested RSUs and target PSUs as of June 30, 2024 was approximately $ | ||||
Stock Options
Stock options are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time and become exercisable over time, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. Stock Options granted under the SAP were fair valued using a Black-Scholes option valuation model that uses the following assumptions: (i) expected volatility was generally based on historical volatility of the Company and the Company’s peer group over the expected term of the stock options; (ii) expected term of stock options granted was generally determined by analyzing historical data of the Company’s peer group and represented the period of time that stock options granted were expected to be outstanding; (iii) risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award; and (iv) expected dividend yield.
Performance-Based Stock Options
PSOs are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time, contingent on the performance of the Class A Common Stock over a three-year period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. The PSOs granted under the SAP will vest in full only if the Company’s Class A Common Stock exceeds the exercise price of the PSO by a certain threshold over a certain period of time during the performance period (the “market condition”). The PSOs were fair valued using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility; (ii) expected term; (iii) risk-free interest rate; and (iv) expected dividend yield. Compensation cost related to the PSO will be recognized even if the market condition is not met.
During fiscal 2024, 2023 and 2022, the Company granted approximately 3.9 million, 4.3 million and 4.0 million PSOs, respectively. The PSOs will vest in full at the end of the applicable three-year performance period if the market condition is met, and have a term of seven years thereafter.
91
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about the Company’s stock options and PSOs granted under the SAP during fiscal 2024, 2023 and 2022 (options in thousands):
Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | |||||||||||||||||||||||||||||||||
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | ||||||||||||||||||||||||||||||
| Outstanding at the beginning of the year | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
Exercised(a) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Cancelled | ( | ( | ( | ||||||||||||||||||||||||||||||||
Outstanding at the end of the year(b) | $ | $ | $ | ||||||||||||||||||||||||||||||||
Exercisable at the end of the year(c) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Weighted average grant-date fair value of options granted | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Weighted average remaining contractual term of options outstanding at the end of the year | |||||||||||||||||||||||||||||||||||
| Weighted average remaining contractual term of options exercisable at the end of the year | |||||||||||||||||||||||||||||||||||
(a) | During fiscal 2024, 2023 and 2022, the Company received approximately $ | ||||
(b) | The intrinsic value of options outstanding as of June 30, 2024, 2023 and 2022 was $ | ||||
(c) | The intrinsic value of options exercisable as of June 30, 2024, 2023 and 2022 was $ | ||||
The fair value of each PSO and stock option grant is estimated on the date of grant with the following weighted average assumptions used for grants during fiscal 2024, 2023 and 2022:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Expected volatility | % | % | % | ||||||||||||||
| Risk-free interest rate | % | % | % | ||||||||||||||
| Expected dividend yield | % | % | % | ||||||||||||||
| Expected term | |||||||||||||||||
92
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s equity-based compensation:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
Equity-based compensation | $ | $ | $ | ||||||||||||||
| Intrinsic value of all settled equity-based awards | $ | $ | $ | ||||||||||||||
| Tax benefit on settled equity-based awards | $ | $ | $ | ||||||||||||||
As of June 30, 2024, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $105 million and is expected to be recognized over a weighted average period between and three years .
NOTE 13. RELATED PARTY TRANSACTIONS
In the ordinary course of business, the Company enters into transactions with related parties to buy and/or sell programming and purchase and/or sell advertising.
For fiscal 2024, 2023 and 2022, the related party revenue and expense were not material (See Note 14—Commitments and Contingencies and Note 4—Restructuring, impairment and other corporate matters for information related to U.K. Newspaper Matters Indemnity obligation to News Corporation).
As of June 30, 2024 and 2023, the amounts due to related parties were $74 million and $124 million, respectively, which were included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets.
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes the Company’s material firm commitments as of June 30, 2024:
As of June 30, 2024 | |||||||||||||||||||||||||||||
| Payments due by period | |||||||||||||||||||||||||||||
| Total | 1 year | 2 - 3 years | 4 - 5 years | After 5 years | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Borrowings | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Licensed programming | |||||||||||||||||||||||||||||
| Other commitments and contractual obligations | |||||||||||||||||||||||||||||
| Total commitments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Licensed programming
Under the Company’s contracts with the National Football League (“NFL”), the remaining future minimum payments for program rights to broadcast certain football games are payable over the remaining term of the contract through the 2033 NFL season. The NFL has a one-time right to terminate the agreement after the 2029 NFL season.
The Company’s contract with Major League Baseball (“MLB”) gives the Company rights to broadcast certain regular season and post-season games, as well as exclusive rights to broadcast MLB’s World Series and All-Star Game through the 2028 MLB season.
93
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’s contracts with the National Association of Stock Car Auto Racing (“NASCAR”) give the Company rights to broadcast certain races and ancillary content through calendar year 2031.
Under the Company’s contracts with certain collegiate conferences, remaining future minimum payments for program rights to broadcast certain sports events are payable over the remaining terms of the contracts.
Other commitments and contractual obligations
Primarily includes obligations relating to talent costs and television rating services agreements.
Pension and other postretirement benefits
The total accrued net benefit liability for pension and other postretirement benefit plans recognized as of June 30, 2024 was $309 million (See Note 15—Pension and Other Postretirement Benefits). This amount is affected by, among other items, statutory funding levels, changes in plan demographics and assumptions and investment returns on plan assets. Because of the current overall funded status of the Company’s material plans, the accrued liability does not represent expected near-term liquidity needs and, accordingly, this amount is not included in the contractual obligations table.
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, co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the Separation Agreement, 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 $115 million as of June 30, 2023 and approximately $65 million as of June 30, 2024.
94
FOX CORPORATION
NOTES TO THE 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. 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, which is included in Restructuring, impairment and other corporate matters in the Consolidated Statement of Operations for fiscal 2023 (See Note 4—Restructuring, Impairment and Other Corporate Matters).
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 Smartmatic case has been stayed by operation of New York law due to the death of Lou Dobbs, and it is unclear when the stay will be lifted. At this time, a trial in the Smartmatic lawsuit is not expected to commence until 2025. 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 June 25, 2024, the defendants filed a motion to dismiss the amended complaint, and a hearing on the motion is scheduled for November 2024. The Company intends to vigorously contest the lawsuit.
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. In February 2024, the District Court denied Tubi’s motion to compel arbitration and motion to dismiss, and Tubi appealed those rulings to the U.S. Court of Appeals for the Seventh Circuit. Following 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. The Company is unable to predict the final outcome of this matter until the Illinois State Court has approved the Settlement and Release Agreement, but has established an accrued liability for the settlement amount. If approved, the settlement will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. The Company 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. The Company is unable to predict the final outcome of these pending matters and has determined that a loss in these matters is neither probable
95
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
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) 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 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.
NOTE 15. 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 Company has a legally enforceable obligation to contribute to some plans and is not required to contribute to others. The plans include both defined benefit pension plans and employee non-contributory and employee contributory accumulation plans covering all eligible employees. The Company makes contributions in accordance with applicable laws or contract terms.
Pension and postretirement plans that are sponsored by the Company are accounted for as defined benefit pension plans. Accordingly, the funded and unfunded position of each plan is recorded in the Balance Sheets. Actuarial gains and losses that have not yet been recognized through income are recorded in Accumulated other comprehensive loss net of taxes, and they are systematically amortized as a component of net periodic benefit cost. The Company’s benefit obligation for the plans is calculated using assumptions which the Company reviews on a regular basis. The funded status of the plans can change from year to year, but the assets of the funded plans have been sufficient to pay all benefits that came due in each of fiscal 2024, 2023 and 2022.
96
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company uses a June 30 measurement date for all pension and postretirement benefit plans. The following table sets forth the change in the projected benefit obligation, change in the fair value of plan assets and funded status for the Company’s pension and postretirement benefit plans:
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||
As of June 30, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Projected benefit obligation, beginning of the year | $ | $ | $ | $ | |||||||||||||||||||
| Service cost | |||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||||||||
Settlements(a) | ( | ( | |||||||||||||||||||||
Actuarial gains(b) | ( | ( | ( | ( | |||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Projected benefit obligation, end of the year | |||||||||||||||||||||||
| Change in the fair value of plan assets for the Company’s benefit plans: | |||||||||||||||||||||||
| Fair value of plan assets, beginning of the year | |||||||||||||||||||||||
| Actual return on plan assets | |||||||||||||||||||||||
| Employer contributions | |||||||||||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||||||||
Settlements(a) | ( | ( | |||||||||||||||||||||
| Fair value of plan assets, end of the year | |||||||||||||||||||||||
Funded status(c) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Grantor Trust assets(c) | $ | $ | $ | $ | |||||||||||||||||||
(a) | Represents the full settlement of former employees’ deferred pension benefit obligations through lump sum payments. | ||||
(b) | Actuarial gains for June 30, 2024 and June 30, 2023 were primarily due to higher interest rates utilized in measuring plan obligations. | ||||
(c) | The Company has established an irrevocable grantor trust (the “Grantor Trust”), administered by an independent trustee, with the intention of making cash contributions to the Trust to fund certain future pension benefit obligations of the Company. The assets in the Grantor Trust are unsecured funds of the Company and can be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency. | ||||
Amounts recognized in the Balance Sheets consist of:
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||
As of June 30, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Pension assets | $ | $ | $ | $ | |||||||||||||||||||
| Accrued pension liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Net amounts recognized | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
97
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized in Accumulated other comprehensive loss, before tax, consist of:
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||
As of June 30, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Actuarial losses (gains) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Accumulated pension benefit obligations as of June 30, 2024 and 2023 were $1.01 billion and $1.04 billion, respectively. As of June 30, 2024, the fair value of plan assets exceeds the projected benefit obligation and accumulated benefit obligation for each funded plan. As of June 30, 2023, the projected benefit obligation exceeds the fair value of plan assets for the funded plans except for two plans that have assets of $123 million, a projected benefit obligation of $115 million and an accumulated benefit obligation of $112 million. As of June 30, 2024 and 2023, the projected benefit obligation and accumulated benefit obligation exceeds the fair value of plan assets for each unfunded plan. Information about funded and unfunded pension plans is presented below:
| Funded plans | Unfunded plans | |||||||||||||||||||||||||
As of June 30, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Projected benefit obligation | $ | $ | $ | $ | ||||||||||||||||||||||
| Accumulated benefit obligation | ||||||||||||||||||||||||||
| Fair value of plan assets | (a) | (a) | ||||||||||||||||||||||||
(a) | The fair value of the assets in the Grantor Trust as of June 30, 2024 and 2023 was $ | ||||
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||||||||||||||
For the years ended June 30, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of deferred losses | ( | ( | |||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Net periodic benefit costs | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
The components of net periodic benefit costs other than the service cost component are included in Non- operating other, net in the Statements of Operations.
98
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||||||||||||||
For the years ended June 30, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Additional information | |||||||||||||||||||||||||||||||||||
| Weighted-average assumptions used to determine benefit obligations | |||||||||||||||||||||||||||||||||||
| Discount rate | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Weighted-average assumptions used to determine net periodic benefit costs | |||||||||||||||||||||||||||||||||||
| Discount rate for service cost | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Discount rate for interest cost | % | % | % | % | % | % | |||||||||||||||||||||||||||||
| Expected return on plan assets | % | % | % | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| N/A – not applicable. | ||||||||||||||
The Company utilizes a full yield curve approach in the estimation of the service and interest components of net periodic benefit costs for pension and postretirement benefits by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. The Company utilizes the latest mortality table released by the Society of Actuaries.
The following assumed health care cost trend rates as of June 30 were also used in accounting for postretirement benefits:
| Postretirement benefits | |||||||||||
Fiscal 2024 | Fiscal 2023 | ||||||||||
| Health care cost trend rate | % | % | |||||||||
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | % | % | |||||||||
| Year that the rate reaches the ultimate trend rate | |||||||||||
The following table sets forth the estimated benefit payments and estimated settlements for the next five fiscal years and in aggregate for the five fiscal years thereafter. These payments are estimated based on the same assumptions used to measure the Company’s benefit obligation at the end of the fiscal year and include benefits attributable to estimated future employee service:
| Expected benefit payments | |||||||||||
Pension benefits | Postretirement benefits | ||||||||||
| (in millions) | |||||||||||
| Fiscal year | |||||||||||
| 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2029-2033 | |||||||||||
The above table presents expected benefit payments for the postretirement benefits net of a nominal amount of U.S. Medicare subsidy receipts per year.
99
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Plan Assets and Grantor Trust
The following tables present Plan assets for the Company’s funded pension plans and Grantor Trust assets to fund certain future unfunded pension benefit obligations of the Company. The assets are classified by level within the fair value hierarchy, as described in Note 6—Fair Value, as of June 30, 2024 and 2023:
As of June 30, 2024 | |||||||||||||||||
| Fair value measurements at reporting date using | Assets measured | ||||||||||||||||
| Total | Level 1 | at NAV(a) | |||||||||||||||
| (in millions) | |||||||||||||||||
| PENSION PLAN ASSETS | |||||||||||||||||
Pooled funds(b) | |||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||
| Domestic equity funds | |||||||||||||||||
Domestic fixed income funds(c) | |||||||||||||||||
| International equity funds | |||||||||||||||||
| Balanced funds | |||||||||||||||||
| Partnership interests | |||||||||||||||||
| Total fair value of plan assets | $ | $ | $ | ||||||||||||||
| GRANTOR TRUST ASSETS | |||||||||||||||||
Pooled funds(b) | |||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||
Domestic fixed income funds(c) | |||||||||||||||||
Balanced funds | |||||||||||||||||
Domestic government obligations(d) | |||||||||||||||||
Other(e) | |||||||||||||||||
| Total fair value of Grantor Trust assets | $ | $ | $ | ||||||||||||||
100
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2023 | |||||||||||||||||
| Fair value measurements at reporting date using | Assets measured | ||||||||||||||||
| Total | Level 1 | at NAV(a) | |||||||||||||||
| (in millions) | |||||||||||||||||
| PENSION PLAN ASSETS | |||||||||||||||||
Pooled funds(b) | |||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||
| Domestic equity funds | |||||||||||||||||
Domestic fixed income funds(c) | |||||||||||||||||
| International equity funds | |||||||||||||||||
| Balanced funds | |||||||||||||||||
| Partnership interests | |||||||||||||||||
| Total fair value of plan assets | $ | $ | $ | ||||||||||||||
| GRANTOR TRUST ASSETS | |||||||||||||||||
Pooled funds(b) | |||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||
Domestic fixed income funds(c) | |||||||||||||||||
Balanced funds | |||||||||||||||||
Other(e) | |||||||||||||||||
| Total fair value of Grantor Trust assets | $ | $ | $ | ||||||||||||||
(a) | Investments that are measured at fair value using the net asset value (“NAV”) per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy disclosure. These investments have monthly liquidity. | ||||
(b) | Pooled funds that have a readily determinable fair value are valued at the regularly published NAV. | ||||
(c) | Domestic fixed income funds consist primarily of investment grade securities. | ||||
(d) | Government obligations consist of investment grade securities whose fair value is based on observable market data obtained from dealers and brokers. | ||||
(e) | Includes cash and cash equivalents. | ||||
The investment objective for the funded pension plans is to grow assets to satisfy future benefit obligations and to maintain funded status. The asset allocation strategy will change over time by shifting assets from return seeking assets to liability hedging assets upon the achievement of certain funding milestones. Return seeking assets are diversified across equity, fixed income and other investments and liability hedging assets are primarily fixed income investments, which are managed to correlate highly with the pension liabilities to reduce interest rate risk. The target asset allocation on June 30, 2024 is 37 % return seeking assets and 63 % liability hedging assets. The actual asset allocation on June 30, 2024 is 44 % return seeking assets and 56 % liability hedging assets. Assets are generally managed by external investment managers. The expected long-term rate of return on asset assumption is determined using the current target asset allocation and applying expected future returns for the various asset classes and correlations amongst the asset classes.
101
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The funded plans weighted-average asset allocation, by asset category, are as follows:
| Pension benefits | |||||||||||
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Asset Category | |||||||||||
| Equity investments | % | % | |||||||||
| Fixed income investments, including cash | |||||||||||
| Other | |||||||||||
| Total | % | % | |||||||||
Required pension plan contributions for the next fiscal year are not expected to be material; however, actual contributions may be affected by pension asset and liability valuation changes during the year. The Company will continue to make voluntary contributions as necessary to improve funded status.
Defined Contribution Plans
The Company has defined contribution plans for the benefit of substantially all employees meeting certain eligibility requirements. Employer contributions to such plans were $70 million, $68 million and $58 million for fiscal 2024, 2023 and 2022, respectively.
NOTE 16. INCOME TAXES
Income before income tax expense was attributable primarily to the U.S. jurisdiction. Significant components of the Company’s provision for income taxes were as follows:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State, local and other | |||||||||||||||||
| Total current | |||||||||||||||||
| Deferred | |||||||||||||||||
| Provision for income taxes | $ | $ | $ | ||||||||||||||
102
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table is a reconciliation of income tax computed at the statutory rate to income tax expense:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. federal income tax rate | % | % | % | ||||||||||||||
| State and local taxes | |||||||||||||||||
| Effect of enacted tax law changes | ( | ||||||||||||||||
| Valuation allowance movement | |||||||||||||||||
Return to accrual(a) | |||||||||||||||||
| Nondeductible compensation | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Effective tax rate | % | % | % | ||||||||||||||
(a) | Primarily attributable to a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of jurisdictional earnings. | ||||
The following is a summary of the components of the deferred tax accounts:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Deferred tax assets | |||||||||||
Basis difference(a) | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Tax credit carryforwards | |||||||||||
| Pension benefit obligations | |||||||||||
| Equity-based compensation | |||||||||||
| Net operating loss carryforwards | |||||||||||
| Other | |||||||||||
| Total deferred tax assets | |||||||||||
| Deferred tax liabilities | |||||||||||
| Operating lease ROU assets | ( | ( | |||||||||
| Accrued liabilities | ( | ( | |||||||||
| Pension benefit obligations | ( | ||||||||||
| Sports rights contracts | ( | ( | |||||||||
| Total deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax asset before valuation allowance | |||||||||||
| Less: valuation allowance | ( | ( | |||||||||
Total net deferred tax assets(b) | $ | $ | |||||||||
(a) | As a result of the Separation and the Transaction, which was a taxable transaction for which the estimated tax liability of $ | ||||
(b) | Includes a $ | ||||
103
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2024, the Company had $38 million of tax attributes from net operating loss carryforwards available to offset future taxable income. A substantial portion of these losses can be carried forward indefinitely.
The net increase in the valuation allowance to $119 million as of June 30, 2024 was primarily due to the additional valuation allowance required on the basis differences on investments.
The following table sets forth the change in the uncertain tax positions, excluding interest and penalties:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||||||||
Additions for prior year tax positions(a) | |||||||||||||||||
| Additions for current year tax positions | |||||||||||||||||
Reduction for prior year tax positions(b) | ( | ( | ( | ||||||||||||||
| Balance, end of year | $ | $ | $ | ||||||||||||||
(a) | The additions for prior year tax positions in fiscal 2024 is primarily due to the impact of state tax law changes. | ||||
(b) | The reduction for tax positions in fiscal 2024 of $ | ||||
The Company recognizes interest and penalty charges related to uncertain tax positions as income tax (expense) benefit. The Company recorded liabilities for accrued interest of $12 million and $9 million as of June 30, 2024 and 2023, respectively, and the amounts of interest income/expense recorded in each of fiscal 2024, 2023 and 2022 were not material.
The Company is subject to tax primarily in various domestic jurisdictions and, as a matter of ordinary 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 anticipate that the resolution of these pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. The movement in the balance of uncertain tax positions in fiscal 2024 is primarily attributable to state matters. The Company does not expect significant changes to these positions over the next 12 months. As of June 30, 2024 and 2023, $20 million and $21 million, respectively, would affect the Company’s effective income tax rate if the Company’s position with respect to the uncertainties is sustained.
NOTE 17. 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 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, 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.
104
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 operating income before depreciation and amortization, or Segment EBITDA. 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 business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
The tables below present summarized financial information for each of the Company’s reportable segments and Corporate and Other.
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Cable Network Programming | $ | $ | $ | ||||||||||||||
| Television | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Eliminations | ( | ( | ( | ||||||||||||||
| Total revenues | $ | $ | $ | ||||||||||||||
| Segment EBITDA | |||||||||||||||||
| Cable Network Programming | $ | $ | $ | ||||||||||||||
| Television | |||||||||||||||||
| Corporate and Other | ( | ( | ( | ||||||||||||||
| Amortization of cable distribution investments | ( | ( | ( | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Restructuring, impairment and other corporate matters | ( | ( | ( | ||||||||||||||
| Equity (losses) earnings of affiliates | ( | ||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||
Non-operating other, net | ( | ( | |||||||||||||||
| Income before income tax expense | |||||||||||||||||
| Income tax expense | ( | ( | ( | ||||||||||||||
| Net income | |||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | $ | $ | ||||||||||||||
105
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Revenues by Segment by Component | |||||||||||||||||
| Cable Network Programming | |||||||||||||||||
| Affiliate fee | $ | $ | $ | ||||||||||||||
| Advertising | |||||||||||||||||
| Other | |||||||||||||||||
| Total Cable Network Programming revenues | |||||||||||||||||
| Television | |||||||||||||||||
| Advertising | |||||||||||||||||
| Affiliate fee | |||||||||||||||||
| Other | |||||||||||||||||
| Total Television revenues | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Eliminations | ( | ( | ( | ||||||||||||||
| Total revenues | $ | $ | $ | ||||||||||||||
For fiscal 2024, 2023 and 2022, the Company had no individual customers that accounted for 10% or more of Revenues.
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Cable Network Programming | $ | $ | $ | ||||||||||||||
| Television | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | ||||||||||||||
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Capital expenditures | |||||||||||||||||
| Cable Network Programming | $ | $ | $ | ||||||||||||||
| Television | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total capital expenditures | $ | $ | $ | ||||||||||||||
106
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Cable Network Programming | $ | $ | |||||||||
| Television | |||||||||||
| Corporate and Other | |||||||||||
| Investments | |||||||||||
| Total assets | $ | $ | |||||||||
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Goodwill and intangible assets, net | |||||||||||
| Cable Network Programming | $ | $ | |||||||||
| Television | |||||||||||
| Corporate and Other | |||||||||||
| Total goodwill and intangible assets, net | $ | $ | |||||||||
NOTE 18. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | $ | $ | ||||||||||||||
Weighted average shares - basic | |||||||||||||||||
Shares issuable under equity-based compensation plans(a) | |||||||||||||||||
Weighted average shares - diluted | |||||||||||||||||
| Net income attributable to Fox Corporation stockholders per share - basic | $ | $ | $ | ||||||||||||||
| Net income attributable to Fox Corporation stockholders per share - diluted | $ | $ | $ | ||||||||||||||
(a) | Weighted average common shares include the incremental shares that would be issued upon the assumed vesting of RSUs, PSUs and stock options (including PSOs) if the effect is dilutive, and, for those shares that are contingently issuable, all necessary conditions have been satisfied for the periods presented (See Note 12—Equity-Based Compensation). | ||||
107
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19. VALUATION AND QUALIFYING ACCOUNTS
Balance as of beginning of year | Additions | Utilization | Other | Balance as of end of year | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
Fiscal 2024 | |||||||||||||||||||||||||||||
| Allowance for credit losses | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||
| Deferred tax valuation allowance | ( | ( | ( | ||||||||||||||||||||||||||
Fiscal 2023 | |||||||||||||||||||||||||||||
| Allowance for credit losses | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||
| Deferred tax valuation allowance | ( | ( | ( | ||||||||||||||||||||||||||
Fiscal 2022 | |||||||||||||||||||||||||||||
| Allowance for credit losses | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||
| Deferred tax valuation allowance | ( | ( | ( | ||||||||||||||||||||||||||
NOTE 20. ADDITIONAL FINANCIAL INFORMATION
Interest Expense, net
The following table sets forth the components of Interest expense, net included in the Statements of Operations:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense | $ | ( | $ | ( | $ | ( | |||||||||||
| Interest income | |||||||||||||||||
| Total interest expense, net | $ | ( | $ | ( | $ | ( | |||||||||||
Non-Operating Other, net
The following table sets forth the components of Non-operating other, net included in the Statements of Operations:
For the years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
Net (losses) gains on investments in equity securities(a) | $ | ( | $ | $ | ( | ||||||||||||
Gain on sale of assets(b) | |||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Total non-operating other, net | $ | ( | $ | $ | ( | ||||||||||||
(a) | Net gains (losses) on investments in equity securities includes the gains (losses) related to the changes in fair value of the Company’s investment in Flutter (See Note 6—Fair Value) and, for the year ended June 30, 2024, the losses related to the write-down of the Company’s investment in a live streaming mobile platform that ceased operations. | ||||
(b) | See Note 3—Acquisitions, Disposals and Other Transactions. | ||||
108
FOX CORPORATION
NOTES TO THE 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 June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
Investments(a) | $ | $ | |||||||||
| Inventories, net | |||||||||||
| Grantor Trust assets - long-term | |||||||||||
| Other | |||||||||||
| Total other non-current assets | $ | $ | |||||||||
(a) | Includes investments accounted for at fair value on a recurring basis of $ | ||||
(b) | See Note 10—Leases under the heading “Lessee Arrangements.” | ||||
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 June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Accrued expenses | $ | $ | |||||||||
| Programming payable | |||||||||||
| Deferred revenue | |||||||||||
| Operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total accounts payable, accrued expenses and other current liabilities | $ | $ | |||||||||
Other Liabilities
The following table sets forth the components of Other liabilities included in the Balance Sheets:
As of June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
Non-current operating lease liabilities(a) | $ | $ | |||||||||
| Accrued non-current pension/postretirement liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total other liabilities | $ | $ | |||||||||
(a) | See Note 10—Leases under the heading “Lessee Arrangements.” | ||||
109
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Future Performance Obligations
As of June 30, 2024, 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, sports advertising contracts and content licensing contracts with fixed fees. 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 years ended June 30, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Supplemental cash flows information | |||||||||||||||||
| Cash paid for interest | $ | ( | $ | ( | $ | ( | |||||||||||
| Cash paid for income taxes | $ | ( | $ | ( | $ | ( | |||||||||||
| Supplemental information on acquisitions | |||||||||||||||||
| Fair value of assets acquired, excluding cash | $ | $ | $ | ||||||||||||||
| Cash acquired | |||||||||||||||||
| Liabilities assumed | ( | ||||||||||||||||
| Redeemable noncontrolling interests issued | ( | ||||||||||||||||
| Cash paid | ( | ||||||||||||||||
Fair value of equity instruments issued as consideration to third parties(a) | |||||||||||||||||
| Issuance of subsidiary common units | ( | ||||||||||||||||
| Fair value of equity instruments consideration | $ | $ | $ | ||||||||||||||
(a) | Includes Redeemable noncontrolling interests. | ||||
NOTE 21. SUBSEQUENT EVENTS
Subsequent to June 30, 2024, the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.27
Subsequent to June 30, 2024, the Company repurchased a total of approximately 1.4 million shares of Class A Common Stock for $50 million in the open market.
110
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management’s report and the report of the independent registered public accounting firm thereon are set forth on pages 61 and 62, respectively, and are incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
111
PART III
ITEMS 10, 11, 12, 13 AND 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE; PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed in connection with its 2024 Annual Meeting of Stockholders pursuant to Regulation 14A.
112
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this Annual Report:
1.The Company’s Consolidated Financial Statements required to be filed as part of this Annual Report and the Reports of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
2.All other financial statement schedules are omitted because the required information is not applicable or because the information called for is included in the Company’s Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.
3.The exhibits listed on the Exhibit Index below are filed or incorporated by reference as part of this Annual Report.
EXHIBIT INDEX
113
| 10.7 | |||||
| 10.8 | |||||
| 10.9 | |||||
| 10.10 | |||||
| 10.11 | |||||
| 10.12 | |||||
| 10.13 | |||||
| 10.14 | Credit Agreement, dated as of June 14, 2023, among the Registrant, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated June 14, 2023 and filed with the SEC on June 15, 2023).ѱ | ||||
| 10.15 | |||||
| 19 | |||||
| 21 | |||||
| 23.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 97 | |||||
| 101 | The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2024, 2023 and 2022; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2024, 2023 and 2022; (iii) Consolidated Balance Sheets as of June 30, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2024, 2023 and 2022; (v) Consolidated Statements of Equity for the fiscal years ended June 30, 2024, 2023 and 2022 and (vi) Notes to the Consolidated Financial Statements.* | ||||
114
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | ||||
ѱ | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request. | ||||
| * | Filed herewith. | ||||
| + | This exhibit is a management contract or compensatory plan or arrangement. | ||||
| ** | Furnished herewith. | ||||
The Registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments defining the rights of holders of outstanding long-term debt that are not required to be filed herewith.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Fox Corporation (Registrant) | ||||||||
By: | /S/ Steven Tomsic | |||||||
Steven Tomsic Chief Financial Officer | ||||||||
Date: August 8, 2024 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||||||||||||
/S/ Lachlan K. Murdoch | Executive Chair and Chief Executive Officer (Principal Executive Officer) | August 8, 2024 | ||||||||||||
Lachlan K. Murdoch | ||||||||||||||
/S/ Steven Tomsic | Chief Financial Officer (Principal Financial and Accounting Officer) | August 8, 2024 | ||||||||||||
Steven Tomsic | ||||||||||||||
/S/ Tony Abbott AC | Director | August 8, 2024 | ||||||||||||
Tony Abbott | ||||||||||||||
/S/ William A. Burck | Director | August 8, 2024 | ||||||||||||
William A. Burck | ||||||||||||||
/S/ Chase Carey | Director | August 8, 2024 | ||||||||||||
Chase Carey | ||||||||||||||
/S/ Roland A. Hernandez | Director | August 8, 2024 | ||||||||||||
Roland A. Hernandez | ||||||||||||||
/S/ Margaret L. Johnson | Director | August 8, 2024 | ||||||||||||
Margaret L. Johnson | ||||||||||||||
/S/ Paul D. Ryan | Director | August 8, 2024 | ||||||||||||
Paul D. Ryan | ||||||||||||||
116
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Fox Corporation (“FOX,” the “Company,” “we,” “us,” and “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Class A Common Stock and the Class B Common Stock, in each case as defined below.
DESCRIPTION OF OUR CAPITAL STOCK
The following is a summary of the material terms of the Class A Common Stock and the Class B Common Stock that are contained in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”) and is qualified in its entirety by reference to these documents. You should refer to the Certificate of Incorporation and the Bylaws, each of which is included as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. In addition, you should refer to the General Corporation Law of Delaware, as amended (the “DGCL”), which may also affect the terms of our Common Stock (as defined below).
General
Our authorized share capital consists of 2,000,000,000 shares of class A common stock, par value $0.01 per share (the “Class A Common Stock”), 1,000,000,000 shares of 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”), 35,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), and 35,000,000 shares of series common stock, par value $0.01 per share (the “Series Common Stock”). The Class A Common Stock and the Class B Common Stock are listed on The Nasdaq Global Select Market under the symbols “FOXA” and “FOX,” respectively.
Class A Common Stock and Class B Common Stock
Voting Rights
Class A Common Stock Voting Rights
A holder of Class A Common Stock may only vote under the following circumstances:
| • | on a proposal to dissolve FOX or to adopt a plan of liquidation of FOX, and with respect to any matter to be voted on by our stockholders following adoption of a proposal to dissolve FOX or to adopt a plan of liquidation of FOX; | |||||||
| • | on a proposal to sell, lease or exchange all or substantially all of FOX’s property and assets; | |||||||
| • | on a proposal to adopt an agreement of merger or consolidation in which FOX is a constituent corporation, as a result of which our stockholders prior to the merger or consolidation would own less than sixty percent (60%) of the voting power or capital stock of the surviving corporation or consolidated entity (or the direct or indirect parent of the surviving corporation or consolidated entity) following the merger or consolidation; and | |||||||
| • | with respect to any matter to be voted on by our stockholders during a period during which a dividend (or part of a dividend) in respect of Class A Common Stock has been declared and remains unpaid following the payment date with respect to such dividend (or part thereof). | |||||||
Other than as set forth in the preceding paragraph and as provided by law, a holder of a share of Class A Common Stock has no right to vote.
1
To the extent the holders of Class A Common Stock are entitled to vote on a particular matter, they shall vote in the same manner and subject to the same conditions as the holders of Class B Common Stock, Preferred Stock or Series Common Stock.
At annual and extraordinary general meetings of stockholders:
| • | a majority in voting power of all of the outstanding shares of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes; and | |||||||
| • | each holder of Class A Common Stock represented at a meeting of stockholders shall be entitled to cast one vote for each share of Class A Common Stock entitled to vote at the meeting. | |||||||
Class B Common Stock Voting Rights
As a general matter, holders of Class B Common Stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections.
Vote Required
Unless otherwise provided by the Certificate of Incorporation or the Bylaws, or provided by the rules or regulations of any stock exchange applicable to us, applicable law or pursuant to any regulation applicable to us or our securities, (a) directors shall be elected by majority of votes cast in uncontested director elections (and by plurality of votes cast in contested director elections) and (b) any other question brought before any meeting of stockholders shall be determined by the affirmative vote of a majority of the votes cast thereon by the holders represented and entitled to vote at the meeting.
Ownership of Class A Common Stock and Class B Common Stock by the Murdoch Family Trust and K. Rupert Murdoch
As a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding Class A Common Stock and 43.39% of Class B Common Stock, K. Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of Class B Common Stock. Thus, K. Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of Class A Common Stock and 43.96% of Class B Common Stock. This concentration of voting power could discourage third parties from making proposals involving an acquisition of FOX. Additionally, the ownership concentration of Class B Common Stock by the Murdoch Family Trust increases the likelihood that proposals submitted for stockholder approval that are supported by the Murdoch Family Trust will be adopted and proposals that the Murdoch Family Trust does not support will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock.
Dividends
Holders of Class A Common Stock and Class B Common Stock are generally entitled to such dividends, if any, as may be declared by our Board of Directors from time to time in its sole discretion out of our assets or legally available funds, subject to the following provisions:
2
| • | if dividends are declared on Class A Common Stock or Class B Common Stock that are payable in shares of Common Stock, or securities convertible into, or exercisable or exchangeable for Common Stock, the dividends payable to the holders of Class A Common Stock shall be paid only in shares of Class A Common Stock (or securities convertible into, or exercisable or exchangeable for Class A Common Stock), the dividends payable to holders of Class B Common Stock shall be paid only in shares of Class B Common Stock (or securities convertible into, or exercisable or exchangeable for Class B Common Stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of Class A Common Stock and Class B Common Stock (or securities convertible into, or exercisable or exchangeable for the same number of shares (or fraction thereof) on a per share basis of such class of Common Stock), respectively; and | |||||||
| • | in no event shall the shares of the Class A Common Stock or Class B Common Stock be split, divided, or combined unless the outstanding shares of the other class shall be proportionately split, divided or combined. | |||||||
Any dividends declared by our Board of Directors on a share of Common Stock shall be declared in equal amounts with respect to each share of Class A Common Stock and Class B Common Stock (as determined in good faith by our Board of Directors in its sole discretion), provided that in the case of dividends payable in shares of our Common Stock, or securities convertible into, or exercisable or exchangeable for, our Common Stock, or dividends or other distributions (including, without limitation, any distribution pursuant to a stock dividend or a “spin-off,” “split-off” or “split-up” reorganization or similar transaction) payable in shares or other equity interests of any corporation or other entity, which immediately prior to the time of the dividend or distribution is a subsidiary of FOX and which possesses authority to issue Class A Common Stock or equity interests and Class B Common Stock or equity interests (or securities convertible into, or exercisable or exchangeable for, such shares or equity interests) with voting characteristics identical or comparable to those of Class A Common Stock and Class B Common Stock, respectively, such dividends shall be paid as provided for in the Certificate of Incorporation.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance without stockholder approval. We may issue shares for a variety of purposes, including to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise by making such attempts more difficult or more costly.
Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding up of FOX, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of Preferred Stock or Series Common Stock, the holders of shares of Class A Common Stock, Class B Common Stock and, to the extent the terms thereof so provide, the Preferred Stock and Series Common Stock shall be entitled to receive all of our remaining assets available for distribution to our stockholders, ratably in proportion to the number of shares held by them (or, with respect to any series of the Preferred Stock or Series Common Stock, according to their terms).
No Preemptive Rights
No holder of any Common Stock has any preemptive rights to subscribe to any FOX securities of any kind or class.
3
Transfer Restrictions and Redemption
In addition to the transfer restrictions described under “Anti-Takeover Effects of Various Provisions of Delaware Law, the Certificate of Incorporation and the Bylaws-Transfer Restrictions,” the Certificate of Incorporation provides for certain regulatory restrictions on transfers.
If the Company has reason to believe that the Ownership (as defined in the Certificate of Incorporation), or proposed Ownership, of shares of capital stock of the Company by any stockholder, other Owner (as defined in the Certificate of Incorporation) or Proposed Transferee (as defined in the Certificate of Incorporation) could, either by itself or when taken together with the Ownership of any shares of capital stock of the Company by any other Person (as defined in the Certificate of Incorporation), result in any Violation (as defined in the Certificate of Incorporation), such stockholder, other Owner or Proposed Transferee, upon request of the Company, shall promptly furnish to the Company such information as the Company may reasonably request to determine whether the Ownership of, or the exercise of any rights with respect to, shares of capital stock of the Company by such stockholder, other Owner or Proposed Transferee could result in any Violation.
If (i) any stockholder, other Owner or Proposed Transferee from whom information is requested should fail to respond to such request within the period of time (including any applicable extension thereof) determined by the Board of Directors, or (ii) whether or not any stockholder, other Owner or Proposed Transferee timely responds to any such request for information, the Board of Directors shall conclude that effecting, permitting or honoring any Transfer (as defined in the Certificate of Incorporation) or the Ownership of any shares of capital stock of the Company, by any such stockholder, other Owner or Proposed Transferee, could result in any Violation, or that it is in the interest of the Company to prevent or cure any such Violation or any situation which could result in any such Violation, or mitigate the effects of any such Violation or any situation that could result in any such Violation, then the Company may, inter alia, (A) refuse to permit any Transfer of record of shares of capital stock of the Company that involves a Transfer of such shares to, or Ownership of such shares by, any Disqualified Person (as defined in the Certificate of Incorporation), (B) refuse to honor any such Transfer of record effected or purported to have been effected, and in such case any such Transfer of record shall be deemed to have been void ab initio, (C) suspend those rights of stock ownership the exercise of which could result in any Violation and/or (D) redeem such shares in accordance with the paragraph below.
Notwithstanding any other provision of the Certificate of Incorporation to the contrary, but subject to the provisions of any resolution or resolutions of the Board of Directors creating any series of Series Common Stock or any series of Preferred Stock, outstanding shares of Common Stock, Series Common Stock or Preferred Stock shall always be subject to redemption by the Company, by action of the Board of Directors, if in the judgment of the Board of Directors such action should be taken with respect to any shares of capital stock of the Company of which any Disqualified Person is the stockholder, other Owner or Proposed Transferee. The terms and conditions of such redemption shall be as set forth in the Certificate of Incorporation.
We shall, to the extent required by law, note on the certificates of our capital stock that shares represented by such certificates are subject to the restrictions set forth in this section.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A.
Preferred Stock and Series Common Stock
The Certificate of Incorporation authorizes our Board of Directors to designate and issue from time to time one or more series of Preferred Stock or Series Common Stock without stockholder approval, provided that our Board of Directors shall not issue any shares of Preferred Stock or Series Common Stock which entitle the holders thereof to more than one vote per share without an affirmative vote of the majority of the holders capital stock of FOX entitled to vote generally in the election of directors. Under the terms of the Certificate of Incorporation, our Board of Directors is authorized, subject to limitations prescribed by the DGCL, and by the Certificate of Incorporation, to issue up to 35,000,000 shares of Preferred Stock and up to 35,000,000 shares of Series Common Stock, each in one or more series, without further action by the holders of our Common Stock. Our Board of Directors is vested with the authority to fix by resolution the designations, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions thereof, including, without limitation, redemption rights, dividend rights, liquidation preferences and conversion or exchange rights of any class or series of
4
Preferred Stock, and to fix the number of classes or series of Preferred Stock or Series Common Stock, the number of shares constituting any such class or series and the voting powers for each class or series.
Our Board of Directors may issue Preferred Stock or Series Common Stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of Common Stock.
Anti-Takeover Effects of Various Provisions of Delaware Law, the Certificate of Incorporation and the Bylaws
Size of Board and Vacancies; Removal
Subject to the rights of the holders of any series of Preferred Stock or Series Common Stock, the Certificate of Incorporation and the Bylaws provide that the total number of directors constituting the entire Board of Directors shall be not less than three (3), with the then-authorized number of directors being fixed from time to time exclusively by the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock or Series Common Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of directors and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.
Stockholder Action by Written Consent
Subject to the rights of the holders of any series of Preferred Stock or Series Common Stock, the Certificate of Incorporation and the Bylaws provide that our stockholders may act only at an annual or special meeting of stockholders and may not act by written consent (unless there are three record holders or fewer).
Amendment of Bylaws
The Certificate of Incorporation provides that the Board of Directors is authorized to adopt, repeal, alter or amend our bylaws by a vote of a majority of the entire Board of Directors. In addition to any requirements of law and any other provision of the Certificate of Incorporation, our stockholders are able to, with the affirmative vote of holders of 65% or more of the combined voting power of the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, adopt, amend or repeal any provision of our bylaws.
Transfer Restrictions
The Certificate of Incorporation provides that an Owner of shares of Class A Common Stock or Class B Common Stock may not sell, exchange or otherwise transfer Ownership of such shares to any person who has made an Offer (as defined in the Certificate of Incorporation) pursuant to such Offer unless such Offer relates to both Class A Common Stock and Class B Common Stock, or another Offer or Offers are contemporaneously made with such Offer by such person such that, between all the Offers, they relate to both Class A Common Stock and Class B Common Stock, and the terms and conditions of such Offer or Offers as they relate to each of the Class A Common Stock and Class B Common Stock are Comparable (as defined in the Certificate of Incorporation). We shall, to the extent required by law, note on the certificates of our Common Stock that shares represented by such certificates are subject to the restrictions set forth in this paragraph.
Stockholder Meetings
Subject to the rights of the holders of any series of Preferred Stock or Series Common Stock, the Certificate of Incorporation and the Bylaws provide that special meetings of stockholders (i) may be called by the Board of Directors pursuant to a resolution approved by a majority of the total number of directors then constituting the entire Board of Directors, (ii) may be called by the chairman or a vice or deputy chairman of our Board of Directors or (iii) shall be called by the secretary of FOX upon the written request of holders of record of not less than 20% of the outstanding shares of Class B Common Stock, proposing a proper matter for stockholder action under the DGCL at such special meeting, provided that (a) no such
5
special meeting of stockholders shall be called pursuant to clause (iii) if the written request by such holders is received less than 135 days prior to the first anniversary of the date of the preceding annual meeting of stockholders of FOX and (b) any special meeting called pursuant to clause (iii) shall be held not later than 100 days following receipt of the written request by such holders, on such date and at such time and place as determined by the Board of Directors.
Requirements for Advance Notice of Stockholder Nominations and Proposals
Subject to the rights of the holders of any series of Preferred Stock or Series Common Stock, the Bylaws contain advance-notice and other procedural requirements that apply to stockholder nominations of persons for election to our Board of Directors at any annual meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. In the case of any annual meeting, a stockholder proposing to nominate a person for election to our Board of Directors or proposing other business is required to give our secretary written notice of the proposal at our principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. These stockholder proposal deadlines are subject to exceptions if the annual meeting date is set more than 30 days before or 70 days after such anniversary date, or if no annual meeting was held in the preceding year, in which case notice by such stockholder, to be timely, must be so delivered not earlier than the close of business on the 120th day prior to the date of the current year’s annual meeting and not later than the close of business on the later of the 90th day prior to the date of the current year’s annual meeting, or the 10th day following the day on which public announcement of the date of the current year’s annual meeting is first made. If a special meeting of stockholders is called for the election of directors, a stockholder proposing to nominate a person for that election must give our secretary written notice of the proposal at our principal executive offices not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The Bylaws prescribe specific information that any such stockholder notice must contain, including, without limitation, a description of the proposal, the reasons for the proposal, and other specified matters.
These advance-notice provisions may have the effect of precluding a contest for the election of our directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to us and our stockholders.
Forum Selection
The Bylaws provide that, unless FOX consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for any derivative action, action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or employee of FOX to FOX or its stockholders, action arising pursuant to any provision of the DGCL, action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or action asserting a claim governed by the internal affairs doctrine. In addition, the Bylaws provide that, unless FOX consents in writing to the selection of an alternative forum, the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of FOX’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant.
Any person or entity purchasing or otherwise acquiring any interest in the Common Stock is deemed to have received notice of and consented to the foregoing forum selection bylaw, which could limit FOX stockholders’ ability to choose the judicial forum for disputes with FOX. The enforceability of similar forum selection clauses in other companies’ bylaws or similar governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection clause contained in the Bylaws to be inapplicable or unenforceable in such action.
Limitation of Liability for Officers and Directors and Insurance
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties as directors and officers, as applicable. The Certificate of Incorporation and the Bylaws include
6
provisions that exculpate and indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages by reason of the fact that he or she is or was a director or officer of FOX or any of its direct or indirect subsidiaries or is or was serving at the request of FOX as a director or officer of any other corporation, partnership, joint venture, trust or other enterprise against any expense, as the case may be. The Bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under such bylaws or the DGCL. We are also expressly authorized to carry directors’ and officers’ insurance, at our own expense, to protect us, our directors, officers and certain employees for some liabilities, whether we would have the power to indemnify our directors, officers or employees from such liabilities under the DGCL or not. The limitation of liability and indemnification provisions included in the Certificate of Incorporation and the Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, this provision does not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s or officer’s duty of care. The provisions do not alter the liability of directors and officers under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Our insurance policies insure our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. The insurance provides coverage, subject to its terms and conditions, if FOX is unable (e.g., due to bankruptcy) or unwilling to indemnify the directors and officers for a covered wrongful act.
Certain Corporate Opportunities
The Bylaws contain provisions relating to certain corporate opportunities that may simultaneously be of interest to us and to News Corporation (“News Corp”). These provisions will provide that in the event that any of our stockholders who are: (x) K. Rupert Murdoch, his wife, child or more remote issue, or brother or sister or child or more remote issue of a brother or sister, which we refer to collectively as the Murdoch Family, or (y) any person directly or indirectly controlled by one or more members of the Murdoch Family, which we refer to as a Murdoch Controlled Person; provided that a trust and the trustees of such trust shall be deemed to be controlled by any one or more members of the Murdoch Family if a majority of the trustees of such trust are members of the Murdoch Family or may be removed or replaced by any one or more of the members of the Murdoch Family and/or Murdoch Controlled Persons, which we refer to each as a Covered Stockholder (so long as such Covered Stockholders continue to own, in the aggregate, 10% or more of the voting stock of each of us and News Corp) or any of our directors and officers, which we refer to collectively as the Overlap Persons, that are or may become stockholders, directors, officers, employees and agents of News Corp and its affiliates, which we refer to each as an Other Entity, is presented, offered, or otherwise acquires knowledge of a potential business opportunity for us, which we refer to as a Potential Business Opportunity:
| • | such Overlap Person will have no duty to refrain from referring such Potential Business Opportunity to any Other Entity and, if such Overlap Person refers such Potential Business Opportunity to an Other Entity, such Overlap Person shall have no duty or obligation to refer such Potential Business Opportunity to us and will not be liable to us for such referral or for any failure to give us notice of, or refer us to, such Potential Business Opportunity; | |||||||
| • | any Other Entity may participate, engage or invest in any such Potential Business Opportunity notwithstanding that such Potential Business Opportunity may have been referred to it by an Overlap Person; and | |||||||
| • | if an Overlap Person refers a Potential Business Opportunity to an Other Entity, then, as between us and such Other Entity, we shall be deemed to have renounced, to the fullest extent permitted by law, any interest or right to such Potential Business Opportunity. | |||||||
The effect of these provisions could result in the Overlap Persons submitting any Potential Business Opportunities to News Corp.
7
We may enter into and perform additional agreements or transactions with an Other Entity and, to the fullest extent permitted by law and the provisions of the Bylaws, no such agreement or transaction, nor the performance thereof by us or by an Other Entity, shall be considered contrary to any fiduciary duty owed to us, or to any of our stockholders, by any Overlap Person by reason of the fact that such person is an Overlap Person and no Overlap Person shall have or be under any fiduciary duty to us, or to any of our stockholders, by reason of the fact that such person is an Overlap Person, to refrain from acting on behalf of us or News Corp in respect of any such agreement or transaction or performing any such agreement or transaction in accordance with its terms. Each such Overlap Person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests, and shall be deemed not to have breached his or her duties of loyalty to us or any of our stockholders, and not to have derived an improper personal benefit therefrom.
No amendment or repeal of, or adoption of any provision inconsistent with, the foregoing provisions will have any effect upon any agreement or arrangements entered into prior to the time of such amendment, repeal or adoption, including any allocation of any business opportunity between us and any Other Entity or any duty or obligation owed by any Overlap Person to us with respect to any corporate opportunity prior to such time.
8
Exhibit 10.5
Form of
Fox Corporation 2019 Shareholder Alignment Plan
NON-QUALIFIED STOCK OPTION TERMS AND CONDITIONS
FY2025 ANNUAL GRANT
| Award of Options | Fox Corporation, a Delaware corporation (“Fox”), has awarded you a number of non-qualified stock options (“Options”) to acquire shares of its Class A Common Stock, par value $0.01 per share (the “Fox Shares”). The terms and conditions of the Options are set forth in these Non-Qualified Stock Option Terms and Conditions (the “Terms and Conditions”) and in the Fox Corporation 2019 Shareholder Alignment Plan (the “2019 SAP”). The terms of the 2019 SAP are incorporated herein by reference. All capitalized terms that are not defined in these Terms and Conditions have the meaning set forth in the 2019 SAP. By accepting the Options, you agree to all of the terms and conditions described in these Terms and Conditions and in the 2019 SAP. You acknowledge that you have carefully reviewed the 2019 SAP and agree that the terms of the 2019 SAP will control in the case of any conflict between these Terms and Conditions and the 2019 SAP. The Options are non-qualified stock options for U.S. federal income tax purposes. Subject to the terms and conditions set forth herein, Options represent the right to acquire, following vesting and exercise of the Options, the consideration described in the section entitled “Vesting and Exercisability of Options.” The Fox Shares that you receive, if any, will be fully vested and may be immediately available for sale, subject to Fox’s Insider Trading and Confidentiality Policy and applicable securities laws. | ||||
| Vesting and Exercisability of Options | Unless otherwise provided in these Terms and Conditions, your Options will vest and become exercisable as follows: [on [__________]] (the “Vesting Date”) [additional vesting conditions] The vesting and exercisability of the Options is subject to your continued employment with the Employer (as defined below in the section entitled “Employment with Employer”) through the applicable vesting and exercise dates except as specifically provided below. Your vested Options, if any, may be exercised as specified below under “Exercise of Options.” As soon as is reasonably practicable following exercise of the Options, any Fox Shares issuable in connection therewith will be issued and evidenced in such manner as the Compensation Committee of the Fox Board of Directors (the “Committee”) in its discretion shall deem appropriate, including, without limitation, book-entry, registration or issuance of one or more stock certificates. Upon exercise, your vested Options shall be extinguished and such Options will no longer be considered to be held by you for any purpose. | ||||
| Exercise of Options | You may exercise your vested Options prior to their expiration by providing written notice to Fox in a form provided by Fox. In connection therewith, you must pay the required exercise price in full on or before the settlement date for the Fox Shares issued pursuant to the exercise of the Options in cash or, in the discretion of the Committee, in Fox Shares, in a combination of cash or Fox Shares or in any other form of valid consideration that is acceptable to the Committee in its sole discretion. If permitted by the Committee, the exercise price may also be paid in whole or in part using a net share settlement procedure or through the withholding of Fox Shares subject to the Options with a value equal to the exercise price. In accordance with the rules and procedures established by the Committee for this purpose, the Options may also be exercised through a “cashless exercise” procedure, approved by the Committee, involving a broker or dealer, that affords you the opportunity to sell immediately some or all of the Fox Shares underlying the exercised portion of the Options in order to generate sufficient cash to pay the exercise price of the Options. | ||||
| Withholding Taxes | You agree, as a condition of exercising the Options, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of the Options. In the event that your Employer (as defined below in the section entitled “Employment with Employer”) determines that any applicable Federal, state, local or foreign tax or withholding payment is required relating to the Options or the exercise thereof, your Employer will have the right to: (i) require that you arrange to make such payments to your Employer; (ii) withhold such amounts from any payments due to you hereunder or other payments due to you from your Employer; or (iii) allow you to pay such taxes in the same manner as payment of the exercise price as provided above. | ||||
| Employment with Employer | Except as provided herein, your eligibility to exercise the Options described above in the section entitled “Vesting and Exercisability of Options” is subject to the condition that you remain employed by Fox or its Affiliates (collectively, the “Employer”) from the date hereof through the date on which the Option is exercised, except as set forth below. Subject to the exceptions set forth below, in the event your employment is terminated for any reason before the vesting of your Options, you shall forfeit all of your unvested Options and neither you, nor your estate, shall be entitled to receive any payment with respect to such Options. Further subject to the exceptions set forth below, any portion of your Options that is vested and exercisable as of your termination of employment shall remain exercisable until the earlier of (i) 90 days following your termination of employment and (ii) the Expiration Date referred to below. In the event your employment is terminated (i) by you for “Good Reason” or (ii) by Employer for any reason other than a Termination for Cause or (iii) due to your death or (iv) due to your Permanent Disability, and subject to your execution and non-revocation of the Employer’s form of separation agreement and general release then in effect (the “Release”) within sixty (60) days following your termination of employment: •All of the unvested Options will continue to have the opportunity to vest on the Vesting Date as described in the section entitled “Vesting and Exercisability of Options” as if your employment had not terminated. •You, or your estate, will have until the Expiration Date referred to below to exercise your vested Options, if any. | ||||
FY2025 Terms and Conditions 2
In the event your employment is terminated due to your Retirement: •If your termination of employment occurs before the last day of the fiscal year in which Options were awarded, you shall forfeit all of your unvested Options and neither you, nor your estate, shall be entitled to receive any payment with respect to such Options. •If your termination of employment occurs on or after the last day of the fiscal year in which Options were awarded , all of the unvested Options will continue to have the opportunity to vest on the Vesting Date as described in the section entitled “Vesting and Exercisability of Options” as if your employment had not terminated. •You will have until the Expiration Date referred to below to exercise your vested Options, if any. In the event your termination of employment is due to a Termination for Cause: •You shall forfeit all of your Options immediately as of the date of such Termination for Cause, whether vested or unvested, and neither you, nor your estate, shall be entitled to exercise such Options nor receive any payment with respect to such Options. For purposes of these Terms and Conditions, “Good Reason” has the meaning set forth in any employment or service agreement between you and the Employer or, if no such agreement exists, means any of the following actions taken without your written consent: (i) a material breach by Employer of any applicable employment agreement between you and Employer; or (ii) a requirement for you to be based in and primarily render services in a location other than your primary place of business as of the Date of Grant. Notwithstanding the foregoing, your resignation will be for Good Reason only if (x) you notify Employer in writing within twenty (20) days following the occurrence of the circumstance giving rise to your assertion of Good Reason, (y) Employer fails to reasonably cure such grounds within twenty (20) days after receiving such written notice, and (z) you actually resign by notifying Employer in writing within twenty (20) days following the end of such cure period. For purposes of these Terms and Conditions, “Cause” has the meaning set forth in any employment or service agreement between you and the Employer or, if no such agreement exists, means any of the following actions, as determined in good faith by Employer: (i) a material breach by you of any applicable employment agreement between you and Employer or your willful failure to perform your duties, which breach or failure is not remedied within twenty (20) days after your receipt of written notice from your Employer specifying such a breach; (ii) your material violation of a provision of your Employer’s written policies provided or made available to you, including among others the Fox Employee Handbook (including, but not limited to, the Preventing Harassment, Discrimination, and Retaliation Policy and the Electronic Communications Policy), Standards of Business Conduct, and the Insider Trading and Confidentiality Policy, which violation is not remedied, if remedy is possible, within twenty (20) days after your receipt of written notice from your Employer specifying such violation; (iii) use or possession of illegal drugs during working hours or off duty if such off-duty use or possession affects the performance of duties or your Employer’s interests; (iv) embezzlement, theft, or other willful and material misappropriation by you of any Employer’s property; (v) your plea of guilty or nolo contendere to, or a conviction of, a felony; and/or (vi) any other conduct constituting cause under applicable law. | |||||
FY2025 Terms and Conditions 3
Any portion of the Options that is not exercised by the applicable date referred to above shall be forfeited and cancelled. In addition, for avoidance of doubt, in no event will the Options be exercisable following the Expiration Date referred to below. Upon exercise, your vested Options shall be extinguished and such Options will no longer be considered to be held by you for any purpose. In the event that your employment transfers from one business group, including corporate groups, to another business group, your Options will remain outstanding and eligible to vest and be exercisable. If your business entity is merged with another entity within your Employer or is sold outside of your Employer, the Committee, may, in its sole discretion, make such adjustments to your outstanding Options as it deems appropriate. All determinations that the Committee makes shall be conclusive and binding on all persons for all purposes. The Committee need not treat all options in the same manner. | |||||
| Expiration Date | Notwithstanding any other provision hereof, any unexercised portion of the Options will automatically expire on the seventh (7th) anniversary of the Vesting Date (provided, however, the term of the Options shall be automatically extended if, at the time of its scheduled expiration, you are prohibited by law or Fox’s Insider Trading and Confidentiality Policy from exercising the Options, which extension shall expire on the thirtieth (30th) day following the date such prohibition no longer applies) (the “Expiration Date”). | ||||
| Leaves of Absence | For purposes of these Terms and Conditions, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by your Employer in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating three months after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Committee or your Employer shall determine, in its sole discretion, which leaves shall count for this purpose, and when your Service terminates for all purposes under the 2019 SAP. | ||||
| No Vested Right in Future Awards | You acknowledge and agree (by accepting this award of Options and receiving these Terms and Conditions) that the eligibility to receive Options is made on a fully discretionary basis by the Committee and that the award of Options does not lead to a vested right to receive any payment of Fox Shares or cash, any of the consideration described above in the section entitled “Vesting and Exercisability of Options,” any additional options or other equity incentive awards in the future. | ||||
| Employment Agreements | These Terms and Conditions shall not be applied or interpreted in a manner which would decrease the rights held by, or the payments owing to, you under any employment agreement or other agreement with Fox or any Affiliate and, if there is any conflict between the terms of such employment agreement or other agreement and the terms hereof, the terms that are more favorable to you shall apply. | ||||
| Confidentiality | You acknowledge that you have read and understand Fox’s policies on confidentiality as set forth in the Fox Employee Handbook, Standards of Business Conduct, and the Insider Trading and Confidentiality Policy (collectively, the “Confidentiality Policies”) and hereby agree that during the course of your employment with Fox and any time after your employment with Fox is terminated, you will continue to abide by the terms of the Confidentiality Policies, including with respect to any materials or information you receive in connection with your Options. | ||||
FY2025 Terms and Conditions 4
| Retention and Other Rights | This award of Options does not give you the right to be retained or employed by your Employer in any capacity for any given period or upon any specific terms of employment. You waive any and all rights to compensation or damages for the termination of your office or employment with your Employer for any reason (including unlawful termination of employment) insofar as those rights arise from you ceasing to have rights in relation to the Options as a result of that termination or from the loss or diminution in value of such rights. | ||||
| Stockholder Rights | You, your estate or heirs, do not have any of the rights of a stockholder of Fox, including, without limitation, the right to vote or receive dividends declared or paid with respect to the Options, unless and until any Options are exercised and a certificate for Fox Shares received upon such exercise has been issued or an appropriate book entry has been made. | ||||
| Option Transferability | Your Options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, whether by operation of law or otherwise, nor may your Options be made subject to execution, attachment or similar process. | ||||
| Applicable Law and Forum | These Terms and Conditions will be interpreted and enforced under the laws of the State of Delaware, without regard to conflicts of law principles that would direct the application of the laws of any jurisdiction. By accepting this award of Options, you expressly consent to the exclusive jurisdiction of the federal or state courts serving Wilmington, Delaware for all lawsuits and actions arising out of or relating to these Terms and Conditions, and you expressly waive any defense that such courts lack personal jurisdiction over you. All such lawsuits and actions shall be tried in the federal or state courts serving Wilmington, Delaware to the exclusion of all other courts. | ||||
| Severability | In the event that any provision of these Terms and Conditions shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of these Terms and Conditions, and these Terms and Conditions shall be construed and enforced as if the illegal or invalid provision had not been included. | ||||
| Data Privacy | Fox may collect, hold, use and process personal data about you in order to administer the 2019 SAP. Such data may include, but are not limited to, personal and financial data about you, such as your Social Security or tax identification number, equity grant number, home address, business address and other contact information, payroll information and any other information that might be deemed appropriate by Fox to facilitate the administration of the 2019 SAP (collectively, “Personal Data”). Fox will use reasonable administrative, technical and physical measures to safeguard your Personal Data in its possession against loss, theft and unauthorized use, disclosure or modification. Fox will retain Personal Data for no longer than is necessary for sound business and record retention purposes. If you would like to access your Personal Data and/or ask for the correction or deletion of any inaccurate data held by Fox concerning yourself, please contact your local Human Resources representative and the Fox Equity Plans Group. Fox may make your Personal Data available to other parties, such as accountants, auditors, lawyers and other outside professional advisors, and to service providers that assist Fox in the administration of the 2019 SAP (collectively, “Service Providers”). Fox takes steps to ensure that Service Providers protect the confidentiality and security of your Personal Data. By accepting this award of Options, you freely give unambiguous consent to Fox to collect, hold, use and process your Personal Data and to make your Personal Data available to Service Providers for the purpose of administering the 2019 SAP on the terms set out above. | ||||
FY2025 Terms and Conditions 5
| Consent to Electronic Delivery | Fox may choose to deliver certain statutory materials relating to the 2019 SAP in electronic form. By accepting this award of Options, you agree that Fox may deliver the Terms and Conditions, the 2019 SAP, the 2019 SAP prospectus and Fox’s annual report (Form 10-K) to you in an electronic format. If, at any time, you would prefer to receive paper copies of these documents, as you are entitled to receive, Fox would be pleased to provide paper copies. Please contact Fox Equity Plan Group, 1211 Avenue of the Americas, New York, NY 10036 or send an email to [________________] to request paper copies of these documents. | ||||
| 2019 SAP Materials | Copies of the 2019 SAP, the 2019 SAP prospectus, and the annual report are available on the Morgan Stanley at Work website at [_____________]. | ||||
FY2025 Terms and Conditions 6
Exhibit 19
FOX CORPORATION
INSIDER TRADING AND CONFIDENTIALITY POLICY
INTRODUCTION
As a public company, Fox Corporation (“FOX”) is subject to various federal and state laws and regulations governing trading in its securities, as well as contractual obligations (including shareholder agreements). It is the policy of FOX to comply fully, and to assist its employees in complying fully, with these laws, regulations and contractual obligations. This Policy applies to all members of FOX’s Board of Directors, director emeriti and employees, as well as (i) members of such persons’ immediate families and households and (ii) corporations or other business entities controlled or managed by any such person, and trusts for which any such person is the trustee or in which any such person has a beneficial pecuniary interest (together, “controlled entities”). All references in this Policy to you or employees of FOX should be read to include all such persons listed in the preceding sentence.
FOX depends upon the conduct and diligence of its employees, in both their professional and personal capacities, to ensure full compliance with this Policy. This Policy provides procedures and guidelines with respect to transactions in FOX’s securities, the protection of material, non-public information and the standard of conduct expected of FOX’s employees in this highly sensitive area. It is the personal obligation and responsibility of each employee to act in a manner consistent with this Policy and U.S. securities laws.
LEGAL BACKGROUND
“Insider trading” is a top enforcement priority of the Securities and Exchange Commission (“SEC”), The Nasdaq Global Select Market, LLC (“Nasdaq”) and the Department of Justice. Criminal prosecutions for insider trading are commonplace and may result in fines and/or imprisonment.
What is insider trading? The prohibition against such trading generally is understood to prohibit (1) trading on the basis of material, non-public information, (2) disclosing or “tipping” material, non-public information to others or recommending the purchase or sale of securities on the basis of such information or (3) assisting someone who is engaged in any of the above activities.
Who is an insider? The term “insider” applies to anyone who, by virtue of a special relationship with FOX, possesses material, non-public information regarding the business of FOX.
An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public.
What is Material Non-Public Information? Material information generally means information that a reasonable investor would consider important in making an investment decision to buy, hold, or sell securities. Either positive or negative information may be material. Depending on the circumstances, common examples of information that may be material include:
| • | Financial results, information and performance, including changes in earnings estimates; | |||||||
| • | M&A activity, including any acquisitions, divestitures or investments, even preliminary in nature, and any other changes in control; | |||||||
| • | Corporate finance and capital structure-related activities, including offerings, stock buy-backs, significant borrowings, liquidity problems and dividend-related changes; | |||||||
| • | Major operational announcements, changes or developments, such as significant project developments or loss or receipt of a significant contract; | |||||||
| • | Significant actual or potential cybersecurity incidents or events that affect FOX or third party providers that support FOX’s business operations, including computer system or network compromises, viruses or other destructive software, and data breach incidents that may disclose personal, business or other confidential information; | |||||||
| • | Significant accounting issues, such as changes in accounting policies, marketing plans or asset write-downs or auditor notification that FOX may no longer rely on its audit report; | |||||||
| • | Changes in key personnel, senior management, directors or auditors; | |||||||
| • | Actual or threatened significant litigation, including any significant developments, or governmental or regulatory inquiry or investigation; and | |||||||
| • | Any other facts which might cause FOX’s financial results to be substantially affected. | |||||||
Non-public information is information that is not generally known or available to the public. We consider information to be available to the public only when:
| • | it has been released to the public by FOX through appropriate channels (e.g., by means of a press release, Form 8-K or other SEC filing, a widely disseminated statement from a senior officer or other widely disseminated means); and | |||||||
| • | one full trading day (i.e., a day on which the Nasdaq is open for trading) has lapsed following public disclosure. | |||||||
Discussing previously disclosed historical information about FOX or facts that are generally known to the public would not be considered a prohibited disclosure. However, commenting on or updating previously disclosed information may in certain circumstances constitute disclosure of material non-public information.
Potential Criminal and Civil Liability and/or Disciplinary Action. The Securities Exchange Act of 1934, as amended (the “Exchange Act”), and specifically Rule 10b-5 of the Exchange Act, makes it unlawful for any person to make false statements or omit to state material facts in connection with the purchase or sale of any security. There are no limits on the size of a transaction that will trigger insider trading liability. In the past, relatively small trades have resulted in SEC investigations and lawsuits.
Individuals found liable for insider trading face penalties of up to three (3) times the profit gained or loss avoided, a criminal fine of up to $5 million and up to twenty (20) years in jail. In addition to the potential criminal and civil liabilities mentioned above, in certain circumstances FOX may be able to recover all profits made by an insider who traded illegally, plus collect other damages. In addition, FOX (and its executive officers and directors) could itself face penalties of the greater of $1.425 million, subject to adjustment, or three (3) times the profit gained or loss avoided as a result of an employee’s violation and/or a criminal penalty of up to $25 million for failing to take steps to prevent insider trading.
Without regard to the civil or criminal penalties that may be imposed by others, willful violation of this Policy and its procedures may constitute grounds for dismissal.
The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading.
2
POLICIES REGARDING TRANSACTIONS IN THE COMPANY’S SECURITIES
The following policies apply to all transactions, direct or indirect, in all of FOX’s securities, including, but not limited to, FOX’s Class A Common Stock and Class B Common Stock (including those shares of common stock that may be held in any Company 401(k) retirement savings plan, pension plan, retirement plan, other similar plan or any such similar plan that FOX may adopt in the future) and derivative securities (including stock options, put or call options and other similar securities).
Prohibitions for All Employees:
No Trading on Material, Non-Public Information. No employee who is aware of any material, nonpublic information concerning FOX or a third-party with whom FOX does business, shall engage in any transaction in FOX’s or such third-party’s securities, including any offer to purchase or sell, during any period commencing with the date that he or she obtains such material, non-public information and ending at the open of the market on the second (2nd) trading day (i.e., a day on which the Nasdaq is open for trading) following the date of public disclosure of that information. After termination of employment, any employee who is in possession of material, non-public information is prohibited from trading in Company securities until that information has become public or is no longer material.
No Tipping. No employee shall disclose (“tip”) material, non-public information to any other person where such information may be used by such person to his or her benefit by trading in the securities of the company to which such information relates, nor shall an employee make any recommendations or express any opinions as to trading in FOX’s securities to any other person on the basis of material, non- public information.
No Short Sales. No employee shall engage in the short sale of FOX’s securities. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within twenty (20) days thereafter (a “short against the box”). Short sales of FOX’s securities evidence an expectation on the part of the seller that the securities will decline in value, and, therefore, signal to the market that the seller has no confidence in FOX or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve FOX’s performance.
No Investments in Derivatives of FOX’s Securities. No employee shall invest in Company-based derivative securities. “Derivative Securities” are options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as FOX’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like. However, holding and exercising stock options, restricted stock units or other derivative securities granted under FOX’s equity compensation plans is not prohibited by this Policy.
No Margin Purchases. No employee shall purchase FOX’s securities on margin. This means such persons are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase FOX’s securities (other than in connection with “cashless” exercises of stock options under FOX’s equity compensation plans).
No Hedging or Pledging of FOX Securities by Employees and Directors. Our employees, including our executive officers and directors (and their family members and controlled entities that are subject to this Policy), are prohibited from hedging FOX’s securities (including through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds that hedge or offset, or are designed to hedge or offset, any decrease in the market value of FOX’s securities) that they hold directly and indirectly or pledging any FOX’s securities that they hold directly. In addition, our employees, including officers, and our directors are prohibited from engaging in short sales of our stock and may not hedge or pledge equity compensation.
401(k) Plan. This Policy does not apply to purchases of FOX stock, if any, in its 401(k) plan resulting from periodic contributions of money pursuant to a payroll deduction election. The Policy does apply, however, to certain elections made under FOX’s 401(k) plan, including (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to FOX stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of FOX stock fund, (c) an election to borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of FOX stock fund balance and (d) an election to pre-pay a plan loan if the prepayment will result in allocation of loan proceeds to FOX stock fund.
3
Rule 10b5-1 Trading Plans. Rule 10b5-1 under the Exchange Act provides an affirmative defense to an insider trading allegation for trades made pursuant to a written trading plan that meets the specific requirements of Rule 10b5-1, including that the employee does not have material non-public information at the time the plan is entered into. A Rule 10b5-1 trading plan is also subject to a specified “cooling off” period between entry into, or modification of, the plan and the first trade pursuant to the plan, which is, (a) for Section 16 Reporting Persons (as defined below), the later of (i) 90 days following plan adoption or modification and (ii) two business days following the filing of a Form 10-Q or Form 10-K by FOX for the fiscal quarter in which the plan was adopted or modified, and (b) for all other employees, 30 days following plan adoption or modification. Additionally, Rule 10b5-1 imposes limitations on overlapping plans and single-trade plans (subject to certain exceptions). Rule 10b5-1 also requires Section 16 Reporting Persons to include a representation in the plan certifying that at the time of plan adoption they are not aware of any material non-public information about FOX or its securities and they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. Any employee who seeks to enter into a Rule 10b5-1 trading plan is responsible for ensuring compliance with the requirements of Rule 10b5-1.
Prohibitions and Procedures for Section 16 Reporting Persons and Designated Individuals:
The following prohibitions and procedures apply to Section 16 Reporting Persons and certain other employees that may be designated by FOX from time to time (“Designated Individuals”). “Section 16 Reporting Persons” are members of FOX’s Board of Directors, director emeriti and certain executive officers, who are subject to the reporting and “short-swing profit” liability provisions of Section 16 of the Exchange Act. Section 16 Reporting Persons and Designated Individuals will be informed of their status by FOX’s Chief Legal and Policy Officer.
Under special circumstances, certain employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and FOX, in its discretion, may determine that such employees may also be subject to the below listed prohibitions and procedures. Such employees will be notified of such status and will be subject to the below listed prohibitions and procedures for such period of time as FOX deems appropriate.
No Trading During Black-Out Periods. Section 16 Reporting Persons, Designated Individuals, as well as members of their immediate families and households and their controlled entities are subject to black-out periods during which they are prohibited from conducting any transactions involving FOX’s securities. Each black-out period begins at the close of the market on the fourteenth (14th) day prior to the close of any fiscal quarter and ends at the open of the market on the second (2nd) trading day (i.e., a day on which the Nasdaq is open for trading) following the release of FOX’s quarterly or annual financial results for that particular quarter (the “Black-Out Period”). The prohibition against trading during the Black-Out Period also prohibits the fulfillment of “limit orders” by any broker for such Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household or their controlled entities, and the brokers with whom any such “limit order” is placed must be informed of such prohibition at the time such “limit order” is placed.
Notwithstanding the foregoing, a transaction may be exempt from this prohibition if it is made pursuant to a written trading plan that has been approved in writing in advance of a Black-Out Period while the employee was not in possession of material non-public information by FOX’s Chief Legal and Policy Officer and Chief Financial Officer, and that meets all of the requirements of the SEC’s rules and regulations, including Rule 10b5-1 of the Exchange Act. Note that any amendment and/or termination of any such written trading plan is similarly subject to advance pre-approval in writing. All “non-Rule 10b5-1 trading arrangements” (as defined under Rule 10b5-1) entered into by a Section 16 Reporting Person also must be disclosed as such to FOX’s Chief Legal and Policy Officer and Chief Financial Officer.
The Black-Out Period restriction may be waived in individual cases at the discretion of FOX’s Chief Legal and Policy Officer. Additional black-out periods may be implemented with regard to certain employees or groups from time to time who are in possession of non-public information regarding potentially significant matters.
No Trading in FOX’s Securities on a Short-Term Basis. Any FOX securities purchased on the open market by a Section 16 Reporting Person, Designated Individual or member of such individuals’ immediate family or household or any such person’s controlled entity must be held for a minimum of six (6) months. Note that the SEC’s short swing profit rules already penalize Section 16 Reporting Persons
4
who sell any Company securities within six (6) months of a purchase by requiring such person to disgorge all profits to FOX whether or not such person had knowledge of any material, non-public information.
For the avoidance of doubt, same day “cashless” exercises of stock options are not subject to this prohibition, provided that there were no previous purchase transactions on the open market within six (6) months of the exercise date.
Pre-Clearance of Trading by Section 16 Reporting Persons and Designated Individuals
If a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household or any such person’s controlled entity is contemplating a transaction in FOX’s securities, the proposed transaction must be pre-cleared with both FOX’s Chief Legal and Policy Officer and Chief Financial Officer, even if the proposed transaction is to take place outside of the Black-Out Period. If the transaction is cleared to proceed, FOX’s Legal Department will assist a Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule 144 of the Securities Act of 1933, as amended.
IT SHOULD BE NOTED THAT ANY PERSON WHO POSSESSES MATERIAL, NON-PUBLIC INFORMATION, REGARDLESS OF WHETHER OR NOT IT IS WITHIN THE BLACK-OUT PERIOD OR NOT, SHOULD NOT ENGAGE IN ANY TRANSACTION INVOLVING FOX’S SECURITIES.
Exceptions to the Prohibitions on Trading
The only exceptions to this Policy’s prohibitions of trading in FOX’s securities as outlined above are the following:
| 1. | Stock Option Exercises – Exercises of stock options granted under FOX’s equity compensation plans for cash or if no shares are to be sold or if there is a “net exercise”; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option. In addition, if applicable, the exercise of a tax withholding right under any equity awards under FOX’s equity compensation plans pursuant to which an employee has FOX withhold securities to satisfy tax withholding requirements is not covered by the prohibitions of this Policy. Note that a “net exercise” (which is permitted) is the use of the underlying shares to pay the exercise price and/or tax withholding obligations, whereas a broker-assisted cashless exercise (which is not permitted) involves the broker selling some or all of the shares underlying the option on the open market; and | |||||||
| 2. | Bona Fide Gifts – Bona fide gifts of securities are not deemed to be transactions for the purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the donee is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or non-profit organizations would not be deemed to be “transactions.” However, gifts to dependent children followed by a sale of the “gifted securities” in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a “transaction” and not a “bona fide gift.” | |||||||
While these transactions are exceptions to this Policy’s prohibitions on trading in FOX’s securities, a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household or any such person’s controlled entity contemplating such a transaction should still pre-clear the proposed transaction with both FOX’s Chief Legal and Policy Officer and Chief Financial Officer.
POLICIES REGARDING THE USE, DISCLOSURE AND PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION
All employees of FOX have ethical and legal responsibilities to maintain the confidentiality of material, non-public information.
Use and Disclosure of Material, Non-Public Information. As explained previously, under no circumstances may an employee use material, non-public information about FOX for his or her personal benefit. Moreover, except as specifically authorized or in the performance of regular corporate duties, such as pursuant to FOX’s “Guidelines for Public Disclosures and Communications with the Investment Community,” under no circumstances may an employee release to others information that might affect
5
FOX’s securities. Therefore, it is important that an employee not disclose material, non-public information to anyone, including other employees of FOX, unless the other employee needs to know such information in order to fulfill his or her job responsibilities. Under no other circumstances should such information be disclosed to anyone, including family, relatives or business or social acquaintances. In maintaining the confidentiality of the information, the individual in possession of such information shall not affirm or deny statements made by others, either directly or through electronic means, if such affirmation or denial would result in the disclosure of material, non-public information. If an employee has any doubt about whether certain information is non-public or material, such doubt should be resolved in favor of not communicating such information or trading. Questions concerning what is or is not material, non-public information should be directed to Clément Smadja in the Legal Department.
Material, Non-Public Information Regarding Other Companies. In the ordinary course of doing business, employees may come into possession of material, non-public information with respect to other companies. An individual receiving material, non-public information in such a manner has the same duty not to disclose the information to others or to use that information in connection with securities transactions of such other company as such individual has with respect to material, non-public information about FOX.
If FOX is in the process of negotiating a significant transaction with another company, employees are cautioned not to trade in the stock of that company if they are in possession of material, non-public information concerning such company.
If an employee is not certain whether it is permissible to trade in the stock of such company, the employee should contact Clément Smadja in the Legal Department before making any trades.
Unauthorized Disclosure of Internal Information. Unauthorized disclosure of internal information about FOX may create serious problems for FOX whether or not the information is used to facilitate improper trading in securities of FOX. Therefore, it shall be the duty of each person employed or affiliated with FOX to maintain the confidentiality of information relating to FOX or obtained through a relationship of confidence. Company personnel should not discuss internal Company matters or developments with anyone outside FOX, except in the performance of regular corporate duties. Please also refer to FOX’s “Guidelines for Public Disclosures and Communications with the Investment Community.”
Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive Information. When an employee is involved in a matter or transaction which is sensitive and, if disclosed, could reasonably be expected to have an effect on the market price of the securities of FOX or any other company involved in the transaction, that individual should consider taking extraordinary precautions to prevent misuse or unauthorized disclosure of such information. Such measures include the following:
| • | Maintaining files securely and avoiding storing information on computer systems that can be accessed by other individuals; | |||||||
| • | Avoiding the discussion of confidential matters in areas where the conversation could possibly be overheard; | |||||||
| • | Not gossiping about Company affairs; and | |||||||
| • | Restricting the copying and distribution of sensitive documents within FOX. | |||||||
Internet. Any written or verbal statement that would be prohibited under the law or under this Policy is equally prohibited if made on the Internet or by social media.
Inadvertent Disclosure of Material, Non-Public Information. If material, non-public information regarding FOX is inadvertently disclosed, no matter what the circumstances, by any employee, the person making or discovering that disclosure should immediately report the facts to FOX’s Chief Legal and Policy Officer.
Inquiries Regarding Material, Non-Public Information. When an inquiry is received regarding information that may be material, it should be referred, without comment, to FOX’s Investor Relations
6
Department. Please also refer to FOX’s “Guidelines for Public Disclosures and Communications with the Investment Community.”
Reporting of Violations
Any person who believes that a violation of this Policy has taken place shall report such violation promptly to the Chief Legal and Policy Officer of FOX.
Any questions concerning this Policy should be addressed to Clément Smadja, Senior Vice President, Mergers, Acquisitions and Corporate Governance, in the Legal Department at 212-852-7992.
7
Exhibit 21
SUBSIDIARIES OF FOX CORPORATION
| Name of Subsidiary | Jurisdiction of Incorporation or Organization | |||||||
| Bento Box Entertainment, LLC | Delaware | |||||||
| Bento Rights, LLC | California | |||||||
| Big Ten Network, LLC | Delaware | |||||||
| Credible Holdings LLC | Delaware | |||||||
| Credible Labs Inc. | Delaware | |||||||
| Fox B10 Channel Partner, LLC | Delaware | |||||||
| Fox Broadcasting Company, LLC | Delaware | |||||||
| Fox News Network, LLC | Delaware | |||||||
| Fox Sports 1, LLC | Delaware | |||||||
| Fox Sports 2, LLC | Delaware | |||||||
| Fox Sports Holdings, LLC | Delaware | |||||||
| Fox Sports Productions, LLC | Delaware | |||||||
| Fox Studio Lot LLC | Delaware | |||||||
| Fox Television Holdings, LLC | Delaware | |||||||
| Fox Television Stations, LLC | Delaware | |||||||
| Fox USFL Holdings, LLC | Delaware | |||||||
| Fox/UTV Holdings, LLC | Delaware | |||||||
| Foxcorp Holdings LLC | Delaware | |||||||
| FSG Services, LLC | Delaware | |||||||
| FSGS Holdings, LLC | Delaware | |||||||
| KCOP Television, LLC | California | |||||||
| Mar Vista Entertainment, LLC | Delaware | |||||||
| Mar Vista Media, LLC | Delaware | |||||||
| New Fox Services LLC | Delaware | |||||||
| New World Communications Group Incorporated | Delaware | |||||||
| New World Communications of Atlanta, Inc. | Delaware | |||||||
| New World Communications of Detroit, Inc. | Delaware | |||||||
| New World Communications of Tampa, Inc. | Delaware | |||||||
| New World Television Incorporated | Delaware | |||||||
| NW Communications of Phoenix, Inc. | Delaware | |||||||
| NW Communications of Texas, Inc. | Texas | |||||||
| NWC Acquisition Corporation | Delaware | |||||||
| NWC Holdings Corporation | Delaware | |||||||
| NWC Sub I Holdings Corporation | Delaware | |||||||
| NWC Sub II Holdings Corporation | Delaware | |||||||
| Outkick Media LLC | Tennessee | |||||||
| Project Six Business Trust | Nevada | |||||||
| Project Six Holdco, Inc. | Delaware | |||||||
| Speed Channel, LLC | Delaware | |||||||
| Studio Ramsay Global, LLC | Delaware | |||||||
| Tubi, Inc. | Delaware | |||||||
| XOF Productions, LLC | Delaware | |||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-273947) of Fox Corporation, and
(2) Registration Statement (Form S-8 No. 333-230394) pertaining to the 2019 Shareholder Alignment Plan of Fox Corporation;
of our reports dated August 8, 2024, with respect to the consolidated financial statements of Fox Corporation and the effectiveness of internal control over financial reporting of Fox Corporation included in this Annual Report (Form 10-K) of Fox Corporation for the year ended June 30, 2024.
/s/ Ernst & Young LLP
New York, New York
August 8, 2024
Exhibit 31.1
Chief Executive Officer Certification
Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended
I, Lachlan K. Murdoch, certify that:
1.I have reviewed this annual report on Form 10-K of Fox Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| August 8, 2024 | ||||||||
| By: | /s/ Lachlan K. Murdoch | |||||||
| Lachlan K. Murdoch | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
Chief Financial Officer Certification
Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended
I, Steven Tomsic, certify that:
1.I have reviewed this annual report on Form 10-K of Fox Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| August 8, 2024 | ||||||||
| By: | /s/ Steven Tomsic | |||||||
| Steven Tomsic | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Fox Corporation on Form 10-K for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, the undersigned officers of Fox Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fox Corporation.
| August 8, 2024 | ||||||||
| By: | /s/ Lachlan K. Murdoch | |||||||
| Lachlan K. Murdoch | ||||||||
| Chief Executive Officer | ||||||||
| By: | /s/ Steven Tomsic | |||||||
| Steven Tomsic | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 97
Clawback Policy
Updated November 17, 2023
PURPOSE
Fox Corporation (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, as well as in certain other circumstances (this “Policy”). The Incentive-Based Compensation Clawback Policy that forms part of this Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the Nasdaq Stock Market (“Nasdaq”).
ADMINISTRATION
This Policy shall be administered by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.
COVERED EXECUTIVES
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of Nasdaq) (“Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Each Covered Executive shall be required to sign and return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such Covered Executive will acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Covered Executive and his or her successors (as specified in this Policy) regardless of whether or not such Covered Executive properly signs and returns to the Company such Acknowledgement and Acceptance Form and regardless of whether or not such Covered Executive is aware of his or her status as such.
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation, and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.
1
Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received on or after October 2, 2023. The Compensation Committee may also pursue reimbursement or forfeiture from the applicable Covered Executive of any costs (including legal fees) incurred by the Company in connection with the recovery or forfeiture of an Overpayment from such Covered Executive (“Recovery Costs”).
Incentive-Based Compensation
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance stock units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal. Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (a) salaries; (b) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (c) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (d) wholly time-based equity awards; and (e) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure includes (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) any measure derived wholly or in part from such measure, such as Adjusted EBITDA, (iii) stock price and (iv) total stockholder return.
Overpayment; Amount Subject to Recovery
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
For Incentive-Based Compensation based on stock price or total stockholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
Method of Recoupment
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment and Recovery Costs hereunder, which may include, without limitation:
| • | requiring reimbursement of cash or equity-based Incentive-Based Compensation previously paid; | |||||||
| • | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; | |||||||
| • | offsetting any or all of the Overpayment and Recovery Costs from any compensation otherwise owed by the Company to the Covered Executive; | |||||||
2
| • | cancelling outstanding vested or unvested equity awards; and/or | |||||||
| • | taking any other remedial and recovery action permitted by law, as determined by the Compensation Committee. | |||||||
Limitation on Recovery; No Additional Payments
The right to recovery will be limited to Overpayments paid or distributed during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years, as well as Recovery Costs. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
Impracticability
The Compensation Committee need not recover any Overpayment in accordance with this Policy to the extent that the Compensation Committee determines such recovery would be impracticable because:
| (A) | The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; or | |||||||
| (B) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. | |||||||
No Indemnification
Notwithstanding the terms or provisions of any of the Company’s organizational documents, any corporate policy or any contract, the Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation. The Company also shall not pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations.
DISCRETIONARY BONUS CLAWBACK POLICY
To the extent permitted by governing law and any employment arrangements entered into before the adoption of this Policy, the Company will, if the Compensation Committee deems appropriate, require reimbursement of all or any portion of any discretionary bonus paid to any Covered Executive (a) where during the period as to which the bonus relates, such Covered Executive engaged in acts or omissions that are ultimately determined, by final judicial decision or order from which there is no further right to appeal, to involve intentional misconduct or a knowing violation of law and (b) where, during the period as to which the bonus relates, such Covered Executive engaged in harassment, discrimination and/or retaliation, including, but not limited to the failure to respond to allegations or complaints of such behavior. The Compensation Committee shall have sole discretion as to whether and how much of a bonus is or was discretionary and subject to this Policy and the determination of the Compensation Committee shall be conclusive.
INTERPRETATION; NO LIABILITY
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that the Incentive-Based Compensation Clawback that forms part of this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or Nasdaq.
None of the Company or any member of the Compensation Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
3
AMENDMENT; TERMINATION
The Compensation Committee may amend this Policy from time to time in its discretion. The Compensation Committee may terminate this Policy at any time.
OTHER RECOUPMENT RIGHTS
The Compensation Committee intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan or program, equity award agreement, or similar agreement and any other legal remedies available to the Company; provided that no Covered Executive shall be subject to duplicative recoupment of compensation.
4
EXHIBIT A
FOX CLAWBACK POLICY
ACKNOWLEDGEMENT AND ACCEPTANCE FORM
Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in the Fox Clawback Policy (the “Policy”). By signing below, the undersigned executive officer (the “Covered Executive”) acknowledges and confirms that the Covered Executive has received and reviewed a copy of the Policy and, in addition, the Covered Executive acknowledges and agrees as follows:
| (a) | the Covered Executive is and will continue to be subject to the Policy and that the Policy will apply both during and after the Covered Executive’s employment with the Company; | |||||||
| (b) | to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Covered Executive is a party to with the Company and shall apply and govern Incentive-Based Compensation received by any Covered Executive, notwithstanding any contrary or supplemental term or condition in any document, plan or agreement including without limitation any employment contract, indemnification agreement, equity agreement, or equity plan document; | |||||||
| (c) | the Covered Executive shall abide by the terms of the Policy, including, without limitation, by returning any Overpayment to the Company to the extent required by, and in a manner permitted by, the Policy; | |||||||
| (d) | any amounts payable to the Covered Executive, including any Incentive-Based Compensation, shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Compensation Committee or as required by applicable law or the requirements of the listing standards of Nasdaq, and that such modification will be deemed to amend this acknowledgment; | |||||||
| (e) | the Company may recover any Overpayment, Recovery Costs or discretionary bonus as contemplated under this Policy through any method of recoupment the Compensation Committee deems appropriate, and the Covered Executive agrees to comply with any request or demand for repayment by the Company in order to comply with the Policy; | |||||||
| (f) | the recovery of any Overpayment, Recovery Costs or discretionary bonus as contemplated under this Policy will not give rise to any right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company; | |||||||
| (g) | the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Covered Executive by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by the Covered Executive to the Company prior to the date that any subsequent amount becomes payable to the Covered Executive; and | |||||||
| (h) | any assertion or application of any rights under federal, state, local or foreign law or in contract or equity that would otherwise conflict with or narrow the Company’s authority to interpret, apply and enforce the Policy to its fullest extent, including but not limited to, the Company’s authority to withhold or divert wages pursuant to the Policy, is hereby waived by the Covered Executive. | |||||||
| Signature | |||||
| Print Name | |||||
| Date | |||||
Signature page to the Fox Clawback Policy
Acknowledgement and Acceptance Form