Fox Corp 10-Q for FY2025 Q3
Fox Corp (FOXA)
10-Q
2025-05-12
For: 2025-03-31
View Original
Added on
April 10, 2026
About this 10-Q
Fox Corp filed this 10-Q on May 12, 2025, covering the quarter ended March 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.37B
- up 26.8% from $3.45B a year earlier
- Net income
- $354M
- down 49.7% from net income of $704M a year earlier
- Diluted EPS
- $0.75
- down 46.4% from $1.40 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
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 | ||||||
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of May 8, 2025, 214,037,161 shares of Class A Common Stock, par value $0.01 per share, and 235,581,025 shares of Class B Common Stock, par value $0.01 per share, were outstanding.
FOX CORPORATION
FORM 10-Q
TABLE OF CONTENTS
| Page | |||||||||||
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring, impairment and other corporate matters | ( | ( | ( | ( | |||||||||||||||||||
| Equity losses 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 | |||||||||||||||||||||||
| Weighted average shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income attributable to Fox Corporation stockholders per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
1
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| 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 Unaudited Consolidated Financial Statements.
2
FOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (unaudited) | (audited) | ||||||||||
| 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 Unaudited Consolidated Financial Statements.
3
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
For the nine months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of cable distribution investments | |||||||||||
| Restructuring, impairment and other corporate matters | |||||||||||
| Equity-based compensation | |||||||||||
| Equity losses of affiliates | |||||||||||
| Cash distributions received from 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 | ( | ( | |||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Purchase of investments | ( | ( | |||||||||
| Other investing activities, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Repayment of borrowings | ( | ||||||||||
| Borrowings | |||||||||||
| Repurchase of shares | ( | ( | |||||||||
| Dividends paid and distributions | ( | ( | |||||||||
| 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 period | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
4
FOX CORPORATION
UNAUDITED 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, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Repurchased | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
(a) | |||||
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
5
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Fox Corporation (“FOX” or the “Company”) is a news, sports and entertainment company, which manages and reports its businesses in the following reportable segments: Cable Network Programming and Television.
The accompanying Unaudited Consolidated Financial Statements of FOX have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.
The preparation of the Company’s Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on August 8, 2024 (the “2024 Form 10-K”).
All significant intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated. Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Significant influence generally exists when the Company owns an interest between 20% and 50%. Equity securities in which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative method which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on investments in equity securities are recognized in the Unaudited Consolidated Statements of Operations.
The Company’s fiscal year ends on June 30 (“fiscal”) of each year. Certain fiscal 2024 amounts have been reclassified to conform to the fiscal 2025 presentation.
The Unaudited Consolidated Financial Statements are referred to as the “Financial Statements” herein. The Unaudited Consolidated Statements of Operations are referred to as the “Statements of Operations” herein. The Consolidated Balance Sheets are referred to as the “Balance Sheets” herein.
NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS
The Company’s acquisitions support the Company’s strategy to strengthen its core brands, grow its digital businesses and selectively enhance production capabilities for its digital and linear platforms. In February 2025, the Company acquired a controlling ownership interest in a digital media company. The accounting for the business combination is based on provisional amounts and the allocation of the consideration transferred is not final and is subject to changes pending the completion of the final valuation of certain assets and liabilities. During the nine months ended March 31, 2024, the Company made no acquisitions.
In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company (“Disney”), and Warner Bros. Discovery Inc. (“WBD”) to form a digital distribution platform
6
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
focused on sports called Venu Sports. On January 10, 2025, FOX, Disney and WBD announced the decision to discontinue Venu Sports (See Note 8—Commitments and Contingencies under the heading "Venu Sports”). In connection with that decision, FOX recorded restructuring charges and wrote off the previously capitalized costs during the three and nine months ended March 31, 2025, respectively, in Restructuring, impairment and other corporate matters in the Statements of Operations.
NOTE 3. INVENTORIES, NET
The Company’s inventories were comprised of the following:
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (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 three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Total amortization expense | $ | $ | $ | $ | |||||||||||||||||||
NOTE 4. FAIR VALUE
Fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).
7
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about financial assets and redeemable noncontrolling interests carried at fair value on a recurring basis:
| Fair value measurements | ||||||||||||||||||||||||||
As of March 31, 2025 | ||||||||||||||||||||||||||
| 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, 2024 | ||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Investments in equity securities | $ | $ | (a) | $ | $ | |||||||||||||||||||||
| Redeemable noncontrolling interests | ( | ( | (b) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
(a) | The investments categorized as Level 1 primarily represent an investment in equity securities of Flutter Entertainment plc (“Flutter”) with a readily determinable fair value. | ||||
(b) | The Company utilizes both the market and income approach valuation techniques for its Level 3 fair value measures. Inputs to such measures could include observable market data obtained from independent sources such as broker quotes and recent market transactions for similar assets. It is the Company’s policy to maximize the use of observable inputs in the measurement of its Level 3 fair value measurements. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the redeemable noncontrolling interests. Examples of utilized unobservable inputs are future cash flows and long-term growth rates. | ||||
Redeemable Noncontrolling Interests
The redeemable noncontrolling interests recorded are put rights held by minority shareholders in Credible Labs Inc. (“Credible”), an entertainment production company and a digital media company.
The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Acquisitions(a) | ( | ( | |||||||||||||||||||||
| Net (income) loss | ( | ||||||||||||||||||||||
Accretion and redemption value adjustments | ( | ( | |||||||||||||||||||||
| End of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a) | See Note 2—Acquisitions, Disposals and Other Transactions. | ||||
8
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The put right held by the Credible minority interest shareholder was exercised in December 2024. The Company and the Credible minority interest shareholder will determine the value of the redeemable noncontrolling interest as part of a predetermined fair market value process.
The put right held by the entertainment production company’s minority shareholder will become exercisable in fiscal 2027. The put right held by the digital media company’s minority shareholders will become exercisable in fiscal 2030.
Financial Instruments
The carrying value of the Company’s financial instruments exclusive of borrowings, such as cash and cash equivalents, receivables, payables and investments accounted for using the measurement alternative method, approximates fair value.
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (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).
Concentrations of Credit Risk
Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.
Generally, the Company does not require collateral to secure receivables. As of March 31, 2025, the Company had one individual customer that accounted for approximately 10 % of the Company’s receivables. As of June 30, 2024, the Company had no individual customers that accounted for 10% or more of the Company’s receivables.
NOTE 5. BORROWINGS
Borrowings include senior notes (See Note 9—Borrowings in the 2024 Form 10-K under the heading “Public Debt – Senior Notes Issued”). The Company is party to a credit agreement providing a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit and a maturity date of June 2028 (See Note 9—Borrowings in the 2024 Form 10-K under the heading “Revolving Credit Agreement”). As of March 31, 2025, there were no borrowings outstanding under the revolving credit agreement. Subsequent to March 31, 2025, $600 million of 3.050 % senior notes due in April 2025 matured and were repaid in full.
NOTE 6. STOCKHOLDERS’ EQUITY
Stock Repurchase Program
The Company’s Board of Directors has authorized a stock repurchase program under which the Company can repurchase $7 billion of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”). The program has no time limit and may be modified, suspended or discontinued at any time.
9
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In total, the Company repurchased approximately 17 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2025.
Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.
As of March 31, 2025, the Company’s remaining stock repurchase authorization was approximately $650 million. Subsequent to March 31, 2025, the Company repurchased approximately 1 million shares of Class A Common Stock for approximately $50 million.
Dividends
The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and Class B Common Stock:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash dividend per share | $ | $ | $ | $ | |||||||||||||||||||
The Company declared a semi-annual dividend of $0.27
NOTE 7. EQUITY-BASED COMPENSATION
The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12—Equity-Based Compensation in the 2024 Form 10-K).
The following table summarizes the Company’s equity-based compensation:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Equity-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Intrinsic value of all settled equity-based awards | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit on settled equity-based awards | $ | $ | $ | $ | |||||||||||||||||||
The Company’s equity-based awards are settled in Class A Common Stock. As of March 31, 2025, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $135 million and is expected to be recognized over a weighted average period between and three years .
The computation of diluted earnings per share did not include stock options or performance-based stock options outstanding during each period presented if their inclusion would have been antidilutive, and, for those shares that are contingently issuable, all necessary conditions have not been satisfied for the periods presented.
10
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Awards Vested, Granted and Exercised
Restricted Stock Units
During the nine months ended March 31, 2025 and 2024, approximately 1.5 million and 1.9 million restricted stock units (“RSUs”) vested and approximately 1.7 million and 2.0 million RSUs were granted, respectively. These RSUs generally vest in equal annual installments over a three-year period subject to participants’ continued employment with the Company.
Performance-Based Stock Options
During the nine months ended March 31, 2025 and 2024, approximately 3.0 million and 0.5 million performance-based stock options were exercised and approximately 3.4 million and 4.0 million were granted, respectively, which will vest in full at the end of a three-year performance period as the market condition has been met and have a term of seven years thereafter.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The total firm commitments and future debt payments as of March 31, 2025 and June 30, 2024 were approximately $37 billion and $38 billion, respectively. The decrease from June 30, 2024 was primarily due to sports programming rights payments.
Contingencies
The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition. For the contingencies disclosed below for which there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the Company was unable to estimate the amount of loss or range of loss.
FOX News
The Company’s FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.
U.K. Newspaper Matters Indemnity
In connection with the separation of 21CF and News Corporation in June 2013 (the “21CF News Corporation Separation”), 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 21CF News Corporation Separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation before the 21CF News Corporation Separation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters,
11
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the Separation Agreement (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”), the Company assumed certain costs and liabilities related to the U.K. Newspaper Matters Indemnity. The liability recorded in the Balance Sheets related to the indemnity was approximately $65 million as of June 30, 2024 and approximately $45 million as of March 31, 2025.
Defamation and Disparagement Claims
From time to time, the Company and its news businesses, including FOX News Media and the FOX Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) in February 2021 seeking $2.7 billion in damages and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) in March 2021 seeking $1.6 billion in damages. On March 31, 2023, the court in the Dominion case issued its rulings on summary judgment motions that were unfavorable to the Company. Following these rulings, on April 18, 2023, the Company and its subsidiary, Fox News Network, LLC, entered into a Release and Settlement Agreement with Dominion pursuant to which the parties agreed to resolve the lawsuits among them. The Company paid an aggregate of approximately $800 million to settle this and a related lawsuit in April 2023.
The Company continues to believe the Smartmatic and other pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The parties filed motions for summary judgment in the Smartmatic case on April 30, 2025. At this time, a trial in the Smartmatic lawsuit is not expected to commence until late 2025 or early 2026 at the earliest. The Company is unable to predict the final outcome of these matters and has determined that a loss in the Smartmatic case is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
On April 11, 2023 and April 20, 2023, stockholders of the Company filed derivative lawsuits in the Delaware Court of Chancery (the “Chancery Court”) against certain directors of the Company, which the Chancery Court subsequently consolidated into one matter captioned In re Fox Corporation Deriv. Litig., C.A. No. 2023-0418 (Del.Ch.). Two additional derivative lawsuits were subsequently filed by the Company’s stockholders in the Chancery Court on September 12, 2023 against certain directors and officers of the Company and are part of the consolidated lawsuit. Each of the lawsuits names the Company as a nominal defendant. On April 26, 2024, the lead plaintiffs filed an amended complaint that alleges that certain directors and officers, as applicable, breached their fiduciary duties by allowing the Company’s news channel to air allegations regarding election fraud in connection with the 2020 U.S. Presidential election, which resulted in significant defamation litigation. The amended complaint seeks orders awarding damages in favor of the Company; directing the Company to reform and improve its policies and procedures; and awarding the plaintiffs attorneys' fees and costs. On December 27, 2024, the Chancery Court denied the defendants’ motion to dismiss the amended complaint. On February 18, 2025, the Chancellor of the Chancery Court, on the Chancellor’s own motion, reassigned the consolidated lawsuit to a different Vice Chancellor. On April 28, 2025, the Chancery Court granted the defendants’ motion for leave to move for summary judgment on an issue relating to director independence. The Company intends to continue to vigorously defend against these claims.
Actions and Claims Arising from Alleged Misuse of Personal Information
The Company and its subsidiaries, including Tubi, Inc. (“Tubi”), are from time to time parties to actions and arbitration claims arising from their alleged misuse of personal information. In June 2023, a putative class action lawsuit titled Campos v. Tubi was filed with the U.S. District Court for the Northern District of Illinois, Eastern Division (the “District Court”), alleging that Tubi shared viewer information with third parties in violation of the privacy protection provisions of the federal Video Privacy Protection Act (“VPPA”). After a determination that Campos lacked standing to sue Tubi, plaintiff’s counsel filed a new putative class action titled Gregory v. Tubi with the 17th Judicial Circuit Court in Winnebago County, Illinois (the “Illinois State Court”). On July 26, 2024, the parties entered into a Settlement and Release Agreement to resolve all claims, which includes the dismissal of the Campos lawsuit and settlement of the Gregory lawsuit. On January 24, 2025, the Illinois State
12
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Court entered a final order approving the Settlement and Release Agreement. The settlement will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. On February 24, 2025, ten individuals appealed the Illinois State Court’s final order approving the Settlement and Release Agreement. The Company moved to dismiss the appeal as moot on March 25, 2025, which the appellate court denied on April 29, 2025. The Company intends to vigorously defend against the claims on appeal. The Company also intends to vigorously defend against any other actions and arbitration claims arising from the alleged misuse of personal information that have not been settled or resolved by the Gregory settlement, including approximately 15,000 successful opt outs of the Gregory lawsuit that are pending in consolidated arbitrations before JAMS. Following the Gregory settlement, those arbitration claims were amended to include alleged violations of the VPPA, in addition to their original allegations that Tubi’s advertising practices violate California’s Unruh Act. The Company is unable to predict the final outcome of these other actions and arbitration claims and has determined that a loss in these matters is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Venu Sports
In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of Disney, and WBD to form a digital distribution platform focused on sports called Venu Sports. On February 20, 2024, FuboTV Inc. and FuboTV Media Inc (collectively, “Fubo”) filed a lawsuit against Disney, ESPN, Inc., ESPN Enterprises, Inc., HULU, LLC, FOX and WBD in the U.S. District Court for the Southern District of New York alleging claims under federal and New York antitrust laws.
On January 6, 2025, Disney and Fubo announced that they have entered into an agreement to combine the Hulu + Live TV business with Fubo, forming a combined virtual MVPD company (the “Disney/Fubo Transaction”). In conjunction with the Disney/Fubo Transaction, Fubo and the defendants settled the Venu Sports lawsuit and the defendants made an aggregate $220 million settlement payment to Fubo, of which approximately $80 million was the Company’s portion, which was recorded in Restructuring, impairment and other corporate matters in the Statements of Operations during the three months ended December 31, 2024. On January 10, 2025, the defendants announced their decision to discontinue the Venu Sports joint venture and not launch its streaming service effective immediately, and as a result the Company wrote off the previously capitalized costs. Under certain circumstances, including if the Disney/Fubo Transaction does not close due to the failure to obtain certain regulatory approvals, a termination fee of $130 million will be payable to Fubo. Concurrently with the Disney/Fubo transaction, Disney has committed to provide Fubo a senior unsecured term loan of up to $145 million in January 2026. If any such payment is required for the termination fee or senior unsecured term loan, it will be paid by FOX, Disney and WBD.
Other
The Company’s operations are subject to tax primarily in various domestic jurisdictions and as a matter of course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. Each member of the 21CF consolidated group, which includes 21CF, the Company (prior to the Transaction (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”)) and 21CF’s other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21CF consolidated group. The tax matters agreement entered into in connection with the Separation (as defined in Note 1—Description of Business and Basis of Presentation in the 2024 Form 10-K under the heading “The Transaction”) requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the IRS in amounts that the Company cannot quantify.
13
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements. The net periodic benefit cost was $9 million and $13 million for the three months ended March 31, 2025 and 2024, respectively, and $26 million and $40 million for the nine months ended March 31, 2025 and 2024, respectively.
NOTE 10. SEGMENT INFORMATION
The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible and the FOX Studio Lot with the following two reportable segments:
•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies, virtual multi-channel video programming distributors and other digital platforms, primarily in the U.S.
•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. The segment also includes various production companies that produce content for the Company and third parties.
The Credible and the FOX Studio Lot operating segments do not meet the criteria under GAAP to be separately reported as a reportable segment or aggregated with other operating segments, and as such are presented as part of Corporate and Other, which is not a reportable segment. Corporate and Other principally consists of Credible, the FOX Studio Lot and corporate overhead costs. Credible is a U.S. consumer finance marketplace. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility.
The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA (defined below). Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
14
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The tables below present summarized financial information for each of the Company’s reportable segments and Corporate and Other.
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (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 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 | $ | $ | $ | $ | |||||||||||||||||||
15
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (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 the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Cable Network Programming | $ | $ | $ | $ | |||||||||||||||||||
| Television | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Cable Network Programming | $ | $ | |||||||||
| Television | |||||||||||
| Corporate and Other | |||||||||||
| Investments | |||||||||||
| Total assets | $ | $ | |||||||||
16
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. ADDITIONAL FINANCIAL INFORMATION
Restructuring, Impairment and Other Corporate Matters
The following table sets forth the components of Restructuring, impairment and other corporate matters included in the Statements of Operations:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Restructuring charges(a) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other corporate matters | |||||||||||||||||||||||
Legal settlement costs(a) | ( | ( | ( | ||||||||||||||||||||
U.K. Newspaper Matters Indemnity(b) | ( | ( | ( | ( | |||||||||||||||||||
Other(a) | ( | ( | ( | ( | |||||||||||||||||||
| Total restructuring, impairment and other corporate matters | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a) | Primarily related to Venu Sports (See Note 2—Acquisitions, Disposals and Other Transactions). | ||||
(b) | See Note 8—Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity." | ||||
Interest Expense, net
The following table sets forth the components of Interest expense, net included in the Statements of Operations:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
17
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Non-Operating Other, net
The following table sets forth the components of Non-operating other, net included in the Statements of Operations:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (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 (losses) gains on investments in equity securities includes the (losses) gains related to the change in fair value of the Company’s investment in Flutter (See Note 4—Fair Value), and for the nine months ended March 31, 2024, the losses related to the Company’s investment in a live streaming mobile platform. | ||||
(b) | Gain on sale of assets related to the launch of the United Football League during the three and nine months ended March 31, 2024. | ||||
Other Non-Current Assets
The following table sets forth the components of Other non-current assets included in the Balance Sheets:
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (in millions) | |||||||||||
Investments(a) | $ | $ | |||||||||
| Inventories, net | |||||||||||
| Grantor Trust | |||||||||||
| Other | |||||||||||
| Total other non-current assets | $ | $ | |||||||||
(a) | Includes investments accounted for at fair value on a recurring basis of $ | ||||
18
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Payable, Accrued Expenses and Other Current Liabilities
The following table sets forth the components of Accounts payable, accrued expenses and other current liabilities included in the Balance Sheets:
As of March 31, 2025 | As of June 30, 2024 | ||||||||||
| (in millions) | |||||||||||
| Programming payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| 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 March 31, 2025 | As of June 30, 2024 | ||||||||||
| (in millions) | |||||||||||
| Non-current operating lease liabilities | $ | $ | |||||||||
| Accrued non-current pension/postretirement liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total other liabilities | $ | $ | |||||||||
Future Performance Obligations
As of March 31, 2025, approximately $4.9 billion of revenues are expected to be recognized primarily over the next one to three years. The Company’s most significant remaining performance obligations relate to affiliate contracts, content licensing contracts with fixed fees and sports advertising contracts. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.
Supplemental Information
For the nine months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Supplemental cash flows information | |||||||||||
| Cash paid for interest | $ | ( | $ | ( | |||||||
| Cash paid for income taxes | $ | ( | $ | ( | |||||||
19
ITEM 2. 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 unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, (“fiscal”) 2024 as filed with the SEC on August 8, 2024 (the “2024 Form 10-K”). The Unaudited Consolidated Financial Statements are referred to as the “Financial Statements” herein.
INTRODUCTION
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 during the three and nine months ended March 31, 2025 and 2024 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.
•Results of Operations—This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2025 and 2024. 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 the nine months ended March 31, 2025 and 2024, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of March 31, 2025. 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.
•Caution Concerning Forward-Looking Statements—This section provides a description of the use of forward-looking information appearing in this Quarterly Report on Form 10-Q, 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 change and to inherent risks and uncertainties. Refer to Part I., Item 1A. “Risk Factors” in the 2024 Form 10-K 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 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
20
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.
RESULTS OF OPERATIONS
Results of Operations—For the three and nine months ended March 31, 2025 versus the three and nine months ended March 31, 2024.
The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2025, as compared to the three and nine months ended March 31, 2024:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Affiliate fee | $ | 2,005 | $ | 1,938 | $ | 67 | 3 | % | $ | 5,748 | $ | 5,465 | $ | 283 | 5 | % | |||||||||||||||||||||||||||||||
| Advertising | 2,036 | 1,235 | 801 | 65 | % | 5,787 | 4,437 | 1,350 | 30 | % | |||||||||||||||||||||||||||||||||||||
| Other | 330 | 274 | 56 | 20 | % | 1,478 | 986 | 492 | 50 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 4,371 | 3,447 | 924 | 27 | % | 13,013 | 10,888 | 2,125 | 20 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | (2,965) | (2,050) | (915) | (45) | % | (8,759) | (7,305) | (1,454) | (20) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | (551) | (510) | (41) | (8) | % | (1,578) | (1,485) | (93) | (6) | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (95) | (98) | 3 | 3 | % | (283) | (291) | 8 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Restructuring, impairment and other corporate matters | (55) | (15) | (40) | ** | (251) | (24) | (227) | ** | |||||||||||||||||||||||||||||||||||||||
| Equity losses of affiliates | (18) | (2) | (16) | ** | (11) | — | (11) | ** | |||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (55) | (55) | — | — | % | (185) | (169) | (16) | (9) | % | |||||||||||||||||||||||||||||||||||||
| Non-operating other, net | (158) | 244 | (402) | ** | 156 | 39 | 117 | ** | |||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | 474 | 961 | (487) | (51) | % | 2,102 | 1,653 | 449 | 27 | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | (120) | (257) | 137 | 53 | % | (528) | (419) | (109) | (26) | % | |||||||||||||||||||||||||||||||||||||
| Net income | 354 | 704 | (350) | (50) | % | 1,574 | 1,234 | 340 | 28 | % | |||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | (8) | (38) | 30 | 79 | % | (28) | (52) | 24 | 46 | % | |||||||||||||||||||||||||||||||||||||
| Net income attributable to Fox Corporation stockholders | $ | 346 | $ | 666 | $ | (320) | (48) | % | $ | 1,546 | $ | 1,182 | $ | 364 | 31 | % | |||||||||||||||||||||||||||||||
| ** | not meaningful | |||||||||||||
Overview
For the three months ended March 31, 2025 and 2024
The Company’s revenues increased $924 million or 27% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher affiliate fee, advertising and other revenues. The increase of $67 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
21
approximately $180 million, partially offset by the approximately $110 million impact of a lower average number of subscribers across all networks. The increase of $801 million or 65% in advertising revenue was primarily due to revenues from the broadcast of Super Bowl LIX in February 2025 of approximately $700 million after agency commissions. The remaining increase of approximately $100 million was primarily due to continued digital growth led by the Tubi AVOD service and higher news ratings and pricing. The increase of $56 million or 20% in other revenues was primarily due to higher sports sublicensing revenue.
Operating expenses increased $915 million or 45% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to the impact of higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LIX in February 2025, higher college football costs, including licensing costs for rights that are sublicensed, and higher digital content and marketing costs.
Selling, general and administrative expenses increased $41 million or 8% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to higher employee costs.
For the nine months ended March 31, 2025 and 2024
The Company’s revenues increased $2.1 billion or 20% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher affiliate fee, advertising and other revenues. The increase of $283 million or 5% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $615 million, partially offset by the approximately $330 million impact of a lower average number of subscribers across all networks. The increase of $1.4 billion or 30% in advertising revenue was primarily due to the approximately $850 million impact related to sports content led by revenues from the broadcast of Super Bowl LIX in February 2025 and higher National Football League (“NFL”) pricing. The remaining increase of approximately $500 million was primarily due to the impact of political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations, continued digital growth led by the Tubi AVOD service and higher news ratings and pricing. The increase of $492 million or 50% in other revenues was primarily due to higher sports sublicensing revenue.
Operating expenses increased $1.5 billion or 20% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to the approximately $1.2 billion impact of higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LIX in February 2025 and higher NFL and college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of WWE. The remaining increase of approximately $250 million was primarily due to higher digital content and marketing costs and higher newsgathering costs principally due to the 2024 presidential election.
Selling, general and administrative expenses increased $93 million or 6% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to higher employee costs.
Restructuring, impairment and other corporate matters—See Note 11—Additional Financial Information to the accompanying Financial Statements under the heading “Restructuring, Impairment and Other Corporate Matters.”
Interest expense, net— Interest expense, net increased $16 million or 9% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to lower interest income as a result of lower average cash and cash equivalent balances, partially offset by a lower average amount of debt outstanding.
Non-operating other, net—See Note 11—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 for the three and nine months ended March 31, 2025 of 25% was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.
22
The Company's tax provision and related effective tax rate for the three and nine months ended March 31, 2024 of 27% and 25% respectively, was higher than the statutory rate of 21% primarily due to state taxes.
Net income —Net income decreased $350 million or 50% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to a change in fair value of the Company’s investments in equity securities and the absence of a gain on a contribution of assets, partially offset by lower provision for income tax. Net Income increased $340 million or 28% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, primarily due to higher Segment EBITDA (as defined below) and a change in fair value of the Company’s investments in equity securities, partially offset by the absence of a gain on a contribution of assets, the legal settlement and other costs associated with the discontinuation of Venu Sports (See Note 2—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements) and higher provision for income tax.
Segment Analysis
The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA (defined below). 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, Interest expense, net, Non-operating other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate performance and allocate resources.
23
The following tables set forth the Company’s Revenues and Segment EBITDA for the three and nine months ended March 31, 2025, as compared to the three and nine months ended March 31, 2024:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Cable Network Programming | $ | 1,636 | $ | 1,472 | $ | 164 | 11 | % | $ | 5,398 | $ | 4,517 | $ | 881 | 20 | % | |||||||||||||||||||||||||||||||
| Television | 2,704 | 1,938 | 766 | 40 | % | 7,618 | 6,260 | 1,358 | 22 | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | 58 | 53 | 5 | 9 | % | 181 | 156 | 25 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Eliminations | (27) | (16) | (11) | (69) | % | (184) | (45) | (139) | ** | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 4,371 | $ | 3,447 | $ | 924 | 27 | % | $ | 13,013 | $ | 10,888 | $ | 2,125 | 20 | % | |||||||||||||||||||||||||||||||
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Segment EBITDA | |||||||||||||||||||||||||||||||||||||||||||||||
| Cable Network Programming | $ | 878 | $ | 819 | $ | 59 | 7 | % | $ | 2,283 | $ | 1,990 | $ | 293 | 15 | % | |||||||||||||||||||||||||||||||
| Television | 60 | 145 | (85) | (59) | % | 637 | 358 | 279 | 78 | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | (82) | (73) | (9) | (12) | % | (235) | (238) | 3 | 1 | % | |||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(a) | $ | 856 | $ | 891 | $ | (35) | (4) | % | $ | 2,685 | $ | 2,110 | $ | 575 | 27 | % | |||||||||||||||||||||||||||||||
| ** | not meaningful | ||||
(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 (41% of the Company’s revenues for the first nine months of fiscal 2025 and 2024)
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Affiliate fee | $ | 1,135 | $ | 1,104 | $ | 31 | 3 | % | $ | 3,248 | $ | 3,140 | $ | 108 | 3 | % | |||||||||||||||||||||||||||||||
| Advertising | 372 | 296 | 76 | 26 | % | 1,153 | 934 | 219 | 23 | % | |||||||||||||||||||||||||||||||||||||
| Other | 129 | 72 | 57 | 79 | % | 997 | 443 | 554 | ** | ||||||||||||||||||||||||||||||||||||||
| Total revenues | 1,636 | 1,472 | 164 | 11 | % | 5,398 | 4,517 | 881 | 20 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | (601) | (499) | (102) | (20) | % | (2,657) | (2,090) | (567) | (27) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | (158) | (158) | — | — | % | (467) | (449) | (18) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Amortization of cable distribution investments | 1 | 4 | (3) | (75) | % | 9 | 12 | (3) | (25) | % | |||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 878 | $ | 819 | $ | 59 | 7 | % | $ | 2,283 | $ | 1,990 | $ | 293 | 15 | % | |||||||||||||||||||||||||||||||
| ** | not meaningful | |||||||||||||
24
For the three months ended March 31, 2025 and 2024
Revenues at the Cable Network Programming segment increased $164 million or 11% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher affiliate fee, advertising and other revenues. Affiliate fee revenue increased $31 million or 3% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $76 million or 26% in advertising revenue was primarily due to higher news ratings, pricing and digital advertising revenue. The increase of $57 million or 79% in other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $59 million or 7% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $102 million or 20% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed.
For the nine months ended March 31, 2025 and 2024
Revenues at the Cable Network Programming segment increased $881 million or 20% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher affiliate fee, advertising and other revenues. Affiliate fee revenue increased $108 million or 3% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $219 million or 23% in advertising revenue was primarily due to higher news ratings, pricing and digital advertising revenue and the impact related to sports content led by higher pricing and Major League Baseball postseason ratings. The increase of $554 million in other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $293 million or 15% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $567 million or 27% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of the Fédération International de Football Association Women’s World Cup in the current year. Also contributing to this increase was higher newsgathering costs primarily due to the 2024 presidential election. Selling, general and administrative expenses increased $18 million or 4% primarily due to higher employee costs.
Television (59% and 58% of the Company’s revenues for the first nine months of fiscal 2025 and 2024, respectively)
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Advertising | $ | 1,664 | $ | 939 | $ | 725 | 77 | % | $ | 4,634 | $ | 3,503 | $ | 1,131 | 32 | % | |||||||||||||||||||||||||||||||
| Affiliate fee | 870 | 834 | 36 | 4 | % | 2,500 | 2,325 | 175 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Other | 170 | 165 | 5 | 3 | % | 484 | 432 | 52 | 12 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 2,704 | 1,938 | 766 | 40 | % | 7,618 | 6,260 | 1,358 | 22 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | (2,359) | (1,540) | (819) | (53) | % | (6,191) | (5,178) | (1,013) | (20) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | (285) | (253) | (32) | (13) | % | (790) | (724) | (66) | (9) | % | |||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 60 | $ | 145 | $ | (85) | (59) | % | $ | 637 | $ | 358 | $ | 279 | 78 | % | |||||||||||||||||||||||||||||||
For the three months ended March 31, 2025 and 2024
Revenues at the Television segment increased $766 million or 40% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher advertising, affiliate fee and other revenues. The increase of $725 million or 77% in advertising revenue was primarily due to revenues from the
25
broadcast of Super Bowl LIX in February 2025 and continued digital growth led by the Tubi AVOD service. The increase of $36 million or 4% in affiliate fee revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network. The increase of $5 million or 3% in other revenues was primarily due to higher content revenue.
Television Segment EBITDA decreased $85 million or 59% for the three months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, as the revenue increases noted above were more than offset by higher expenses. Operating expenses increased $819 million or 53% primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LIX in February 2025 and higher digital content and marketing costs. Selling, general and administrative expenses increased $32 million or 13% primarily due to higher employee costs.
For the nine months ended March 31, 2025 and 2024
Revenues at the Television segment increased $1.4 billion or 22% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to higher advertising, affiliate fee and other revenues. The increase of $1.1 billion or 32% in advertising revenue was primarily due to the impact related to sports content led by revenues from the broadcast of Super Bowl LIX in February 2025 and higher pricing. Also contributing to this increase was the impact of higher political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations and continued digital growth led by the Tubi AVOD service. The increase of $175 million or 8% in affiliate fee revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network. The increase of $52 million or 12% in other revenues was primarily due to higher content revenue.
Television Segment EBITDA increased $279 million or 78% for the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $1 billion or 20% primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LIX in February 2025 and higher NFL costs and higher digital content and marketing costs partially offset by the absence of WWE. Selling, general and administrative expenses increased $66 million or 9% primarily due to higher employee costs.
Corporate and Other
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 58 | $ | 53 | $ | 5 | 9 | % | $ | 181 | $ | 156 | $ | 25 | 16 | % | |||||||||||||||||||||||||||||||
| Operating expenses | (19) | (13) | (6) | (46) | % | (55) | (43) | (12) | (28) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | (121) | (113) | (8) | (7) | % | (361) | (351) | (10) | (3) | % | |||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | (82) | $ | (73) | $ | (9) | (12) | % | $ | (235) | $ | (238) | $ | 3 | 1 | % | |||||||||||||||||||||||||||||||
For the three and nine months ended March 31, 2025 and 2024
Revenues within Corporate and Other for the three and nine months ended March 31, 2025 and 2024 include revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for the three and nine months ended March 31, 2025 and 2024 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for the three and nine months ended March 31, 2025 and 2024 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio Lot.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Amortization of cable distribution investments,
26
Depreciation and amortization, Restructuring, impairment and other corporate matters, 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 U.S. generally accepted accounting principles (“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 components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
The following table reconciles Net income to Adjusted EBITDA for the three and nine months ended March 31, 2025, as compared to the three and nine months ended March 31, 2024:
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | 354 | $ | 704 | $ | 1,574 | $ | 1,234 | |||||||||||||||
| Add | |||||||||||||||||||||||
| Amortization of cable distribution investments | 1 | 4 | 9 | 12 | |||||||||||||||||||
| Depreciation and amortization | 95 | 98 | 283 | 291 | |||||||||||||||||||
| Restructuring, impairment and other corporate matters | 55 | 15 | 251 | 24 | |||||||||||||||||||
| Equity losses of affiliates | 18 | 2 | 11 | — | |||||||||||||||||||
| Interest expense, net | 55 | 55 | 185 | 169 | |||||||||||||||||||
| Non-operating other, net | 158 | (244) | (156) | (39) | |||||||||||||||||||
| Income tax expense | 120 | 257 | 528 | 419 | |||||||||||||||||||
| Adjusted EBITDA | $ | 856 | $ | 891 | $ | 2,685 | $ | 2,110 | |||||||||||||||
The following table sets forth the computation of Adjusted EBITDA for the three and nine months ended March 31, 2025, as compared to the three and nine months ended March 31, 2024.
For the three months ended March 31, | For the nine months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Revenues | $ | 4,371 | $ | 3,447 | $ | 13,013 | $ | 10,888 | |||||||||||||||
| Operating expenses | (2,965) | (2,050) | (8,759) | (7,305) | |||||||||||||||||||
| Selling, general and administrative | (551) | (510) | (1,578) | (1,485) | |||||||||||||||||||
| Amortization of cable distribution investments | 1 | 4 | 9 | 12 | |||||||||||||||||||
| Adjusted EBITDA | $ | 856 | $ | 891 | $ | 2,685 | $ | 2,110 | |||||||||||||||
27
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
The Company has approximately $4.8 billion of cash and cash equivalents as of March 31, 2025 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 5—Borrowings to the accompanying Financial Statements). The Company also has access to the worldwide capital markets, subject to market conditions. As of March 31, 2025, the Company was in compliance with all of the covenants under the 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, including redeemable noncontrolling interests; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
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
Net cash provided by operating activities for the nine months ended March 31, 2025 and 2024 was as follows (in millions):
For the nine months ended March 31, | 2025 | 2024 | ||||||||||||
| Net cash provided by operating activities | $ | 1,811 | $ | 941 | ||||||||||
The increase in net cash provided by operating activities during the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, was primarily due to higher Segment EBITDA, principally due to higher political advertising receipts from the 2024 presidential and congressional elections, and lower restructuring payments, partially offset by higher sports and entertainment programming costs and higher tax and legal settlement payments (See Note 14—Commitments and Contingencies to the accompanying Financial Statements).
Net cash used in investing activities for the nine months ended March 31, 2025 and 2024 was as follows (in millions):
For the nine months ended March 31, | 2025 | 2024 | ||||||||||||
| Net cash used in investing activities | $ | (407) | $ | (324) | ||||||||||
The increase in net cash used in investing activities during the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, was primarily due to the fiscal 2025 acquisition (See Note 2—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements), partially offset by a decrease in capital expenditures and the Company’s investments.
Net cash used in financing activities for the nine months ended March 31, 2025 and 2024 was as follows (in millions):
For the nine months ended March 31, | 2025 | 2024 | ||||||||||||
| Net cash used in financing activities | $ | (908) | $ | (1,098) | ||||||||||
The decrease in net cash used in financing activities during the nine months ended March 31, 2025, as compared to the corresponding period of fiscal 2024, was primarily due to higher proceeds received from the exercise of employee stock options and the net impact of the October 2023 issuance of $1.25 billion of senior notes and the repayment of $1.25 billion of senior notes that matured in January 2024.
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Stock Repurchase Program
See Note 6—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.”
Dividends
The Company declared a semi-annual dividend of $0.27 per share on both the Class A Common Stock and the Class B Common Stock during the three months ended March 31, 2025, which was paid on March 26, 2025 with a record date for determining dividend entitlements of March 5, 2025. The Company expects to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors.
Debt Instruments
Borrowings include senior notes (See Note 5—Borrowings to the accompanying Financial Statements).
Ratings of the Senior Notes
The following table summarizes the Company’s credit ratings as of March 31, 2025:
| Rating Agency | Senior Debt | Outlook | ||||||||||||
| Moody’s | Baa2 | Stable | ||||||||||||
| Standard & Poor’s | BBB | Stable | ||||||||||||
Revolving Credit Agreement
The Company has an unused five-year $1.0 billion unsecured revolving credit facility with a maturity date of June 2028 (See Note 5—Borrowings to the accompanying Financial Statements).
Commitments and Contingencies
See Note 8—Commitments and Contingencies to the accompanying Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to the accounting policies and estimates as described in Part II., Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2024 Form 10-K.
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
29
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 including the impact of tariffs, 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;
•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 Federal Communications Commission (“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;
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•the impact of widespread health emergencies or pandemics and measures to contain their spread; and
•the other risks and uncertainties detailed in Part I, Item 1A. ‘Risk Factors’ in the 2024 Form 10-K.
Forward-looking statements in this Quarterly 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the market risks reported in the 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a)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 Quarterly 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.
(b)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 third quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
See Note 8—Commitments and Contingencies to the accompanying Unaudited Consolidated Financial Statements of FOX under the heading “Contingencies” for a discussion of the Company’s legal proceedings.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Below is a summary of the Company’s repurchases of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) during the three months ended March 31, 2025:
Total number of shares purchased(a) | Average price paid per share(b) | Approximate dollar value of shares that may yet be purchased under the program(b)(c) | |||||||||||||||
| (in millions) | |||||||||||||||||
| January 1, 2025 - January 31, 2025 | 1,027,995 | $ | 48.64 | ||||||||||||||
February 1, 2025 - February 28, 2025 | 1,799,268 | 55.58 | |||||||||||||||
| March 1, 2025 - March 31, 2025 | 1,854,774 | 53.88 | |||||||||||||||
Total | 4,682,037 | 53.38 | $ | 650 | |||||||||||||
(a) | The Company has not made any purchases of Class A Common Stock or 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”), 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. | ||||
In total, the Company repurchased approximately 17 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
(a) Exhibits.
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2025 and 2024; (ii) Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2025 and 2024; (iii) Consolidated Balance Sheets as of March 31, 2025 (unaudited) and June 30, 2024 (audited); (iv) Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024; (v) Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 2025 and 2024; and (vi) Notes to the Unaudited Consolidated Financial Statements.* | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | |||||||||||||
** | Furnished herewith. | |||||||||||||
| + | This exhibit is a management contract or compensatory plan or arrangement. | |||||||||||||
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SIGNATURE
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: May 12, 2025 | |||||||||||
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Exhibit 10.1
FOX CORPORATION
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of the earliest date written on the signature page hereto between Fox Corporation (the “Company”) and [NAME] (“you” or “your”, as applicable).
W I T N E S S E T H
WHEREAS, the Company desires to employ you as [TITLE] of the Company from and following [START DATE] (the “Effective Date”);
WHEREAS, you desire to become employed by the Company from and following the Effective Date; and
WHEREAS, the Company and you desire to enter into this Agreement as to the terms of your employment with the Company.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Term.
(a)The Company hereby agrees to employ you for a period commencing on the Effective Date and ending [END DATE] (the “Term”). During the Term of this Agreement, you shall not seek or negotiate for employment other than with the Company, with the exception of the final ninety (90) days of the Term (or, if earlier, the last day of your employment with the Company).
(b)If you continue in the employ of the Company after the end of the Term, your employment shall be solely on an at-will basis and you will be subject to the Company’s policies on at-will employment. This means that, after the Term, you may resign or the Company may terminate you with or without Cause (as defined below) and with or without advance notice.
2.Duties. You shall perform such duties consistent with your position set forth in Section 3(a) and such duties as the Company may assign to you based on business needs. [Your principal place of business shall be at the Company’s corporate headquarters in New York, New York and you shall be provided with an office at the Company’s office in Los Angeles, California.]1 [Your principal place of business shall be at the Company’s office in Los Angeles, California and you shall be provided with an office at the Company’s corporate headquarters in New York,
1Provision to apply to executives whose primary place of business is New York.
New York.]2 You agree to take trips both within and outside the United States as shall be determined to be desirable by the Company. You hereby accept such employment and agree to devote the time and attention necessary to fulfill the duties of your employment hereunder; provided, that, without limiting the application of Section 9(a), this Section 2 shall not otherwise prohibit you from [(i) providing services to Nova Entertainment Pty Ltd, Illyria Pty Ltd, and News Corporation or as a director or trustee of the non-profit entities that you currently serve and that have been separately identified to the Company as of the Effective Date; (ii) in accordance with the Company’s policies and with the prior approval of Company, serving as an executive chairman, director or member of a committee of any company or organization;]3 (iii) delivering lectures and fulfilling speaking engagements; (iv) engaging in charitable and community activities; and (v) investing your personal assets in such form and in such manner as will not violate Section 9(a) below (collectively, “Permitted Activities”), so long as the Permitted Activities do not materially interfere with the performance of your duties hereunder and you do not engage in activities that could reasonably create a conflict of interest with the Company.
3.Title.
(a)You shall serve as [TITLE].
(b)If you are elected a member of the Board of Directors or to any other office of the Company or any of its past or future subsidiaries or affiliates, you agree to serve in such capacity or capacities without additional compensation.
4.Compensation.
(a)As compensation for your services (“Base Salary”), as of the Effective Date, the Company will, during the Term (or, if earlier, the last day of your employment with the Company), pay you at the rate of $[ ] per annum, less applicable deductions and withholdings, in accordance with the Company’s regular payroll practices.
(b)You shall be eligible to participate in the Company’s annual bonus program in the same manner as other comparable executives of the Company with a target bonus in an amount equal to $[ ] (such amount, the “Target Bonus”), which will become payable as of the end of the fiscal year to which the bonus relates, provided that the payment of any bonus and the amount of any such payment will be determined at the sole discretion of the Company.
(c)You shall be eligible to participate in the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”), or other long-term incentive plan of the Company or its ultimate parent company as may be in effect from time to time with an annual target award thereunder equal to $[ ]; provided, however, that the grant of any award pursuant to the SAP and the amount of any such grant shall be entirely at the discretion of the Company and its ultimate parent company, as applicable. All awards shall be governed by the terms and conditions of the applicable SAP.
2Provision to apply to executives whose primary place of business is California.
3Provision to apply to Executive Chairman and Chief Executive Officer of the Company.
2
5.Employee Benefits; Travel; Reimbursement. You shall be eligible to participate in all employee benefit plans of the Company available to other comparable executives of the Company, and your eligibility to participate in such plans shall be governed by the applicable benefit plan and the rules applicable to comparable executives. You shall be subject to all travel policies maintained by the Company as applicable to comparable executives of the Company. You shall be eligible for reimbursement of your reasonable travel and other business expenses necessarily incurred by you in the performance of your job duties, in accordance with the Company’s policies as in effect from time to time.
6.Termination of Employment.
(a)The Term shall terminate immediately upon your death. If the Term is terminated due to your death, your estate or your beneficiaries, as the case may be, shall be entitled to the following (the “Accrued Benefits”): (i) payment of your Base Salary accrued through the date of termination, which will be paid within thirty (30) days following the termination of the Term due to your death; (ii) payment of any then-awarded but yet unpaid annual bonus for any previously completed fiscal year of the Company, which will be paid within thirty (30) days following the termination of the Term; (iii) reimbursement of any then un-reimbursed expenses in accordance with the last sentence of Section 5 above; and (iv) other or additional vested benefits in accordance with applicable plans and programs of the Company then in effect for similarly situated senior executives, if any. In addition, a termination of your employment due to your death will be treated for all purposes hereunder as a termination of your employment by the Company without Cause and you shall be eligible to receive the payments and benefits set forth in Sections 6(d) or 6(e), as applicable, subject to the requirement set forth therein; provided that any obligation to execute the Release as set forth in Section 6(g) hereof in order to receive payments and benefits upon your termination due to death is satisfied by your estate or a designated beneficiary.
(b)If you are, due to any physical or mental injury, illness, defect, or other incapacitating condition, unable to perform your duties and responsibilities for six (6) consecutive months (“Disability”), it being understood that a “Disability” shall not be deemed to occur until the expiration of such six-month period, then the Company may, in its discretion, terminate your employment pursuant to this Agreement at any time thereafter by giving you written notice thereof, and upon the giving of such notice, the Company shall have no further obligation or liability to you under this Agreement other than as set forth in this Section 6(b). If your employment pursuant to this Agreement is terminated due to your Disability, you shall be entitled in such case to the Accrued Benefits. In addition, a termination of your employment due to your Disability will be treated for all purposes hereunder as a termination of your employment by the Company without Cause and you shall be eligible to receive the payments and benefits set forth in Sections 6(d) or 6(e), as applicable, subject to the requirement set forth therein.
(c)Any other provision hereof to the contrary notwithstanding, the Company may terminate your employment pursuant to this Agreement at any time in the event of
3
Cause and you may terminate your employment for any reason after the end of the Term. For purposes of this Agreement, Cause shall mean any of the following, as determined in good-faith by the Company: (i) a deliberate and material breach by you of any of your duties under this Agreement or your willful failure to perform your duties other than in the event of Disability, that results in material harm to the Company and its affiliates which breach is committed without reasonable belief that such breach is in, or not contrary to, the best interests of the Company, which breach or failure is not remedied within thirty (30) days after your receipt of written notice from the Company specifying such breach; (ii) your addiction to illegal drugs during working hours or off duty if such off-duty use or possession results in material harm to the Company and its affiliates, which addiction is not remedied within thirty (30) days after receipt of written notice from the Company specifying such breach; (iii) embezzlement, theft, or other willful and material misappropriation by you of any Company property; and/or (iv) your plea of guilty or nolo contendere to, or a non-appealable conviction of, a felony, which conviction or plea causes material damage to the reputation or financial position of the Company. Upon termination of your employment pursuant to this Agreement for Cause, you shall be entitled to the Accrued Benefits other than subsection (ii) thereof. Upon your resignation for any reason on the day immediately following the end of the Term, provided that you notify the Company in writing in accordance with Section 15 of this Agreement within thirty (30) days prior to such date, provided further that you have not entered into another employment or service agreement with the Company or any of its affiliates, and subject to your execution and non-revocation of the Release in accordance with Section 6(g) hereto, (1) you shall retain the opportunity to earn any performance-based SAP awards that were granted during the Term and remain outstanding at the conclusion of the Term without proration based on the extent to which all applicable performance conditions are achieved following the conclusion of the applicable performance period, which will be paid or settled following the conclusion of the performance period in accordance with their terms and (2) any time-based SAP awards that were granted during the Term and remain outstanding at the conclusion of the Term will accelerate and vest on the Release Effective Date and will be paid or settled in accordance with their terms.
(d)During the Term and other than the twelve (12)-month period following a Change in Control (as defined below), the Company may terminate your employment pursuant to this Agreement without Cause or you may terminate your employment pursuant to this Agreement for Good Reason (as defined below). Following any such termination of your employment pursuant to this Agreement by the Company without Cause or by you for Good Reason other than during the twelve (12)-month period following a Change in Control, as your sole remedy you shall be entitled to receive the Accrued Benefits in addition to the following: (i) cash severance equal to the greater of the following (each of which will be less applicable deductions and withholdings): [(x) if termination is prior to June 30, 2021, the sum of two years of your Base Salary (calculated as the date of termination and two years of your Target Bonus or if termination is on or after July 1, 2021, one year of your Base Salary and your Target Bonus]4 (x) the sum of (A) one y
4Provision to apply to Executive Chairman and Chief Executive Officer of the Company.
4
ear of your Base Salary (calculated as the date of termination) plus (B) your Target Bonus for the year in which your termination occurs, with such sum payable in a single lump sum within ten (10) business days following the Release Effective Date (as defined below), or (y) the sum of (A) the remainder of your Base Salary for the Term plus (B) a Target Bonus payment for each remaining performance period during the Term, with such sum payable in a single lump sum within ten (10) business days following the Release Effective Date (with subsection x and y hereof calculated using your Target Bonus applicable to the fiscal year to which the bonus relates); (ii) (x) accelerated vesting of any then-outstanding time-based SAP awards on the Release Effective Date, which will be settled in accordance with their terms and (y) continued vesting of any then-outstanding performance-based SAP awards based on the extent to which all applicable performance conditions are achieved following the conclusion of the applicable performance period, which will be paid or settled following the conclusion of the performance period in accordance with their terms; and (iii) payment by the Company for the employer portion of the premiums (which, for the avoidance of doubt, may be 100% of the premiums) necessary for you and your eligible dependents to continue coverage under the Company’s group health, dental, and vision insurance plans in which you and your eligible dependents were enrolled at the time of the termination of your employment for a period commencing on the first day following the date your as-employed benefits cease and ending on the earlier to occur of (x) the last day of the Term, (y) the date you become eligible for healthcare coverage from a subsequent employer, and (z) the maximum period allowed by COBRA for you to continue such coverage under the Company’s group health, dental, and vision insurance plans, provided, however, that you shall be exclusively responsible for making a timely election for COBRA coverage for you and your eligible dependents and you shall promptly inform the Company (but in any event within 10 business days) upon becoming employed by a subsequent employer. If such continued coverage is barred or otherwise results in adverse tax consequences for you and/or the Company, then the Company will arrange to provide you and your eligible dependents with substantially similar coverage to that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred, which may include a cash payment in lieu thereof. To the extent any SAP awards are implicated by this paragraph, any outstanding SAP awards shall be treated in accordance with the terms and conditions of the applicable SAP and grant agreements, except where expressly stated otherwise in this Section 6(d).
(e)During the Term and during the twelve (12)-month period following a Change in Control, the Company may terminate your employment pursuant to this Agreement without Cause or you may terminate your employment pursuant to this Agreement for Good Reason (as defined below). Following any such termination of your employment pursuant to this Agreement by the Company without Cause or by you for Good Reason during the twelve (12)-month period following a Change in Control, as your sole remedy you shall be entitled to receive the Accrued Benefits in addition to the following: (i) cash severance equal to the greater of the following (each of which will be less applicable deductions and withholdings): (x) the sum of (A) two years of your Base Salary (calculated as of the date of termination) plus (B) two times your Target Bonus for
5
the year in which your termination occurs, with such sum payable in a single lump sum within ten (10) business days following the Release Effective Date, or (y) the sum of (A) the remainder of your Base Salary for the Term plus (B) a Target Bonus payment for each remaining performance period during the Term, with such sum payable in a single lump sum within ten (10) business days following the Release Effective Date (with subsection x and y hereof calculated using your Target Bonus applicable to the fiscal year to which the bonus relates); (ii) (x) accelerated vesting of any then-outstanding time-based SAP awards on the Release Effective Date, which will be settled in accordance with their terms, and (y) continued vesting of any then-outstanding performance-based SAP awards based on the extent to which all applicable performance conditions are achieved following the conclusion of the applicable performance period, which will be paid or settled following the conclusion of the performance period in accordance with their terms; and (iii) payment by the Company for the employer portion of the premiums (which, for the avoidance of doubt, may be 100% of the premiums) necessary for you and your eligible dependents to continue coverage under the Company’s group health, dental, and vision insurance plans in which you and your eligible dependents were enrolled at the time of the termination of your employment for a period commencing on the first day following the date your as-employed benefits cease and ending on the earlier to occur of (x) the last day of the Term, (y) the date you become eligible for healthcare coverage from a subsequent employer, and (z) the maximum period allowed by COBRA for you to continue such coverage under the Company’s group health, dental, and vision insurance plans, provided, however, that you shall be exclusively responsible for making a timely election for COBRA coverage for you and your eligible dependents and you shall promptly inform the Company (but in any event within 10 business days) upon becoming employed by a subsequent employer. If such continued coverage is barred or otherwise results in adverse tax consequences for you and/or the Company, then the Company will arrange to provide you and your eligible dependents with substantially similar coverage to that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred, which may include a cash payment in lieu thereof. To the extent any SAP awards are implicated by this paragraph, any outstanding SAP awards shall be treated in accordance with the terms and conditions of the applicable SAP and grant agreements, except where expressly stated otherwise in this Section 6(e).
For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken without your written consent: (i) a material breach by the Company of this Agreement; (ii) a material diminution of authority inconsistent with the title of [TITLE]; or (iii) a requirement for you to be based in and primarily render services in a location other than the [New York City] [Los Angeles] metropolitan area. Notwithstanding the foregoing, your resignation will be for Good Reason only if (x) you notify the Company in writing in accordance with Section 15 of this Agreement within twenty (20) days following the occurrence of the circumstance giving rise to your assertion of Good Reason, (y) the Company fails to reasonably cure such grounds within twenty (20) days after receiving such written notice, and (z) you actually resign by notifying the Company in writing in accordance with Section 15 of this Agreement within twenty (20) days following the end of such cure period.
6
For purposes of this Agreement, “Change in Control” has the meaning specified in the SAP as in effect on the Effective Date of this Agreement.
(f)[The Company shall pay or provide to you the benefits set forth in that certain letter agreement to you from [] dated [DATE]]5
(g)As a condition precedent to the Company’s obligation to provide you with any compensation and/or benefits other than the Accrued Benefits pursuant to Sections 6(d) or 6(e) after the termination of your employment, you must execute and not revoke the Company’s form of separation agreement and general release then in effect (the “Release”), which the Company agrees to negotiate in good faith, within sixty (60) days following your termination of employment, and must comply with the Release thereafter. For purposes of this Agreement, the date on which the Release becomes effective and no longer subject to revocation shall be referred to herein as the “Release Effective Date”. For the avoidance of doubt, if the Release Effective Date does not occur prior to the sixtieth (60th) day following your termination of employment, you will not be entitled to receive any payments or benefits pursuant to Sections 6(d) or 6(e) of this Agreement other than the Accrued Benefits.
(h)Effective automatically as of any termination of your employment and without any further action taken by you, you will be deemed to effectively resign from all positions, offices, and directorships with the Company and any affiliate and subsidiary of the Company, as well as from any positions, offices and directorships on the Company’s and its affiliates and subsidiaries’ foundations, benefit plans and programs. You will not be required to mitigate the amount of any payment provided for in Section 6 of or otherwise under this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to you in any subsequent employment.
(i)[You agree that you will not, for a period of one year following termination, commence employment as the [TITLE] of any of the companies that are listed on Schedule 6(i) attached hereto; provided, however that nothing contained herein shall prohibit you from (i) investing your personal assets in such form and in such manner as will not violate Section 9(a) or (ii) creating content that may be licensed to a business that is competitive with the Company including, without limitation, the companies listed on Schedule 6(i). You agree that the covenant set forth in this Section 6(i) shall survive the termination of this Agreement.]6
(j) [Provided that the Term is not terminated due to your death or Disability and you are not terminated for Cause, after the completion of the Term or any extension thereof, you shall serve as [TITLE] for a period of [_] years. In such capacity, you shall (i) receive an advisory fee of $[_] per year, (ii) receive office support services at the Company’s [New York][Los Angeles] headquarters, including the support of your then-
5Provision to apply to certain executives with legacy letter agreements.
6Provision to apply to executives whose primary place of business is California.
7
current executive assistant and (iii) be required to use the Company’s aircraft for business use and for personal use (limited to 50 hours per year).]7
7.Company Policies. You shall at all times be subject to, comply with, and carry out the written rules, regulations, policies, directions, and restrictions applicable to other comparable executives of Company as the Company may from time to time establish, including without limitation the Company’s Standards of Business Conduct, Policy Prohibiting Harassment, Discrimination, and Retaliation, and Electronic Communications Policy, as well as those imposed by law and those related to conflicts of interest and permitted outside activities. Your employment is likewise subject to the Company’s policies contained in the employee handbook currently titled “Fox Facts” as well as its supplemental policies. You acknowledge that you have received access to or copies of such policies, have reviewed them, and understand them.
8.Cooperation; Indemnification.
(a)During your employment and for a period of three (3) years after the termination of that employment, and during all reasonable times thereafter, you will (i) reasonably cooperate with the Company in providing truthful testimony as a witness or a declarant in connection with any present, future, or threatened investigation, litigation, or administrative or arbitral proceeding involving the Company with respect to which you may have relevant information, and (ii) reasonably assist the Company during the investigatory and discovery phases (or prior thereto) of any judicial, administrative, internal, arbitral, or grievance proceeding involving the Company and with respect to which you may have relevant information. The Company will, within thirty (30) days of your producing receipts satisfactory to the Company, reimburse you for any reasonable and necessary expenses incurred by you in connection with such cooperation.
(b)The Company shall indemnify you, defend you, and hold you harmless, to the maximum extent permitted by law, against all claims, damages, costs, losses, liabilities, judgments, fines, amounts paid in settlement of, and reasonable expenses (including, without limitation, reasonable attorneys’ fees) incurred by you in connection with, the defense of any claim, action or proceeding in which you are a party by reason of any acts or omissions made by you in good faith in the course and scope of your employment. You shall be entitled to advancement by the Company, prior to the final disposition of any claim, of any and all expenses actually and reasonably paid or incurred by you in connection with any such claim. In connection with any request for any advancement, you shall execute and deliver to the Company an undertaking to repay any amounts paid, advanced, or reimbursed by the Company for such expenses to the extent that it is ultimately determined, following the final disposition of such claim, that you are not entitled to indemnification hereunder. In the event that you are made a party or threatened to be made to a party to any action or proceeding because of your employment with the Company, other than any action or proceeding initiated by your or the Company against the other, the Company shall provide you with legal counsel of the Company’s choosing and, provided you accept such legal counsel, the Company shall pay all related
7Provision to apply to President and Chief Operating Officer of the Company.
8
legal fees and expenses, judgments, fines, and amounts paid to settle such action or proceeding, provided your acts or omissions that form the basis for the action or proceeding: (i) were committed in the course and scope of your employment; (ii) were made in good faith in furtherance of your duties; (iii) did not violate any of the Company’s policies or procedures; and (iv) were not otherwise illegal.
(c)The covenants set forth in this Section 8 shall survive the termination of your employment pursuant to this Agreement.
9.[Non-Competition] [Adverse Interest]; Nature of Services.
(a)You agree that during the Term (or, if you are terminated by the Company or resign for Good Reason, while you are employed by the Company) [, and for a period of twelve (12) months thereafter]8, you will not directly or indirectly provide services to or hold any interest in any entity that competes with the business of the Company as in effect during your employment hereunder or as of the date of your termination. The foregoing does not prohibit your ownership of less than five percent (5%) of the outstanding common stock of any company whose shares are publicly traded. Notwithstanding anything to the contrary provided in this Agreement, in no event shall the foregoing permit your ownership of any interest in a business entity that would result in the Company holding an attributable interest in such business entity under the media ownership laws and regulations of the United States, including 47 C.F.R § 73.3555 without the prior written consent of the Company. [You agree that the covenant set forth in this Section 9(a) shall survive the termination of this Agreement.]9
(b)The services to be furnished by you hereunder and the rights and privileges granted to the Company by you are of a special, unique, unusual, extraordinary, and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and a breach by you of any of the provisions contained herein will cause the Company irreparable injury and damage. You expressly agree that the Company shall be entitled to seek injunctive and other equitable relief to prevent you from working for another employer in breach of this Agreement. Resort to such equitable relief, however, shall not be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision. The various rights and remedies of the Company hereunder shall be construed to be cumulative and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
10.Non-Solicitation. You will not, while employed by the Company and for a period of twelve (12) months thereafter, either individually or on behalf of any other entity, directly or indirectly, induce or solicit or approach or attempt to induce or solicit or approach any person who is an employee of the Company or any of its affiliates to render services to any other person, firm, or corporation provided, however, that, following the termination of your employment,
8Provision to apply to executives whose primary place of business is New York.
9Provision to apply to executives whose primary place of business is New York.
9
investment of your personal assets in a business owned by an employee of the Company or its affiliates shall not be deemed to violate this Section 10. Notwithstanding the foregoing, this Section 10 shall not preclude you from soliciting or hiring for a period of twelve (12) months after the conclusion of your employment with the Company: (i) any individual who responds to any public advertisement or general solicitation; or (ii) any individual who was your executive assistant or secretary as of the date of the termination of your employment with the Company. The covenant set forth in this Section 10 shall survive any termination of this Agreement.
11.Intellectual Property; Confidential Information.
(a)You acknowledge that the relationship between the parties hereto is exclusively that of employer and employee and that the Company’s obligations to you are exclusively contractual in nature. The Company shall be the sole owner of all the fruits and proceeds of your services hereunder, including, but not limited to, all ideas, concepts, formats, suggestions, developments, arrangements, designs, packages, programs, promotions, and other intellectual properties which you may create in connection with and during the term of your employment hereunder, free and clear of any claims by you (or anyone claiming under you) of any kind or character whatsoever (other than your right to compensation as set forth in this Agreement). You shall, at the reasonable request of the Company, execute such assignments, certificates, or other instruments consistent herewith as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce, or defend its right, title, and interest in or to any such properties after a reasonable opportunity to review and negotiate the same in good faith. However, this paragraph shall not apply to any invention or intellectual property that you develop entirely on your own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice of such invention or intellectual property to the Company’s business or actual or demonstrably anticipated research or development of the Company; or (ii) result from any work performed by you for the Company. You will advise the Company promptly in writing of any inventions or intellectual property that you believe meet the criteria of the exception in the preceding sentence.
(b)All memoranda, notes, records, and other documents made or compiled by you, or made available to you during the Term or subsequently during any at-will employment period thereafter concerning the business of the Company or its affiliates shall be the Company’s property and shall be delivered to the Company upon the termination of this Agreement or at any other time on request. You understand and agree that in the course of your employment with the Company, you may acquire confidential information and trade secrets concerning the Company’s operations, its future plans and its method of doing business and the operations, future plans and method of doing business of the Company’s affiliates, including, by way of example, but by no means limited to, highly proprietary information about the Company’s and its affiliates’ customers, processes, product development, strategy, finances, marketing, pricing, and costs (hereinafter collectively “Confidential Information”), all of which information you understand and agree would be extremely damaging to the Company if disclosed to a
10
competitor or made available to any other person or corporation. As used herein, the term “competitor” includes, but is not limited to, any corporation, firm, or business engaged in a business similar to that of the Company or its subsidiary or affiliated companies. You understand and agree that such information is divulged to you in confidence and you understand and agree that, at all times, you shall keep in confidence and will not disclose or communicate Confidential Information or any other secret and confidential information on your own behalf, or on behalf of any competitor, if such information is not otherwise publicly available, unless disclosure is made pursuant to written approval by the Company or is required by law. In view of the nature of your employment and information and Confidential Information which you may receive during the course of your employment, you likewise agree that the Company would be irreparably harmed by any violation of this Agreement and that, therefore, the Company shall be entitled to seek an injunction prohibiting you from any violation or threatened violation of this Agreement. Federal law provides that no individual may be held criminally or civilly liable under any federal or state trade secret law for directly or indirectly disclosing, in confidence, Confidential Information and/or a trade secret to any federal, state, or local government official, or to an attorney, where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document filed under seal in a lawsuit or other proceeding. You do not need the Company’s prior authorization to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Section 11 shall be construed to conflict or otherwise interfere with your rights under federal law as stated herein.
(c)The Company shall have the right to use your name, biography, and likeness in connection with its business, including in advertising its products and services, and may grant this right to others, but not for use as a direct endorsement.
(d)The covenants set forth above in this Section 11 shall survive the termination of this Agreement.
12.Enforcement; Blue-Pencil. You acknowledge and agree that (a) the covenants set forth above in Sections [6(i)], 9, 10, and 11 are reasonable and necessary to protect the Company’s legitimate interests in its trade secrets, confidential information, goodwill, and stable workforce; (b) the covenants set forth in Sections [6(i)] and 9 are reasonable in geographic scope, duration, and scope of activity; and (c) if you were to breach any of the covenants set forth above in Sections [6(i)], 9, 10, or 11, the Company would suffer irreparable harm that would be difficult to calculate and, accordingly, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to obtain equitable relief, including but not limited to specific performance, temporary restraining orders, and preliminary and permanent injunctive relief restraining you from committing or continuing
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any such violation of this Agreement without any obligation to post a bond. If any provision of Sections [6(i)], 9, 10, or 11 above or any part of any such provision is held under any circumstances to be invalid or unenforceable by any arbitrator or court of competent jurisdiction, then: (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be modified by such arbitrator or court to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (iii) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of Sections [6(i)], 9, 10, or 11 of this Agreement.
13.Dispute Resolution Procedure; Agreement to Individual Arbitration.
(a)Except where otherwise expressly noted below, you and the Company mutually agree to waive your respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration before a neutral arbitrator in the city and state of your assigned work location. All disputes, claims, or controversies, except those for (i) for sexual harassment or sexual assault, (ii) for workers’ compensation, (iii) for state disability insurance, (iv) for unemployment insurance benefits, (v) arising under a benefit plan where the plan expressly specifies a separate arbitration or dispute resolution procedure, (vi) arising under the National Labor Relations Act and filed through a charge with the National Labor Relations Board, and/or (vii) which are otherwise expressly prohibited by law from being subject to arbitration under this agreement, provided such prohibition is not preempted under the Federal Arbitration Act or any other federal law (except as so expressly excluded, “Claims”), between you and the Company or its affiliates, subsidiaries, parents, successors, and assigns, and each of those entities’ officers, directors, employees, agents, or shareholders, shall be exclusively resolved by binding arbitration, regardless of whether the Claim relates to past, present, or future events. Except for the limited exclusions noted, this agreed dispute resolution procedure is intended to require arbitration of every Claim that can lawfully be arbitrated.
(b)All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of this agreement to arbitrate) shall be decided by the arbitrator, except that disputes regarding the scope, applicability, enforceability, revocability or validity of subsection (c) may be resolved only by a court of competent jurisdiction and not by an arbitrator.
(c)You understand and agree that you and the Company may each bring Claims in arbitration against the other only in an individual capacity and not bring or participate in a class, collective, or representative action to the fullest extent permitted by law. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claims, without affecting the rights of other current or former employees
12
or independent contractors of the Company or third parties. Nor may an arbitrator consolidate claims of more than one person without all parties’ consent.
If any of the prohibitions in this subsection (c) are found to be unenforceable with respect to a particular Claim or a particular request for relief (such as a request for injunctive relief sought with respect to a particular Claim) then that Claim or request for relief shall be severed and decided by a Court of competent jurisdiction, and all other Claims and requests for relief shall be arbitrated. In the event this subsection (c) requires that some Claims be arbitrated and other Claims be litigated in Court, you and the Company agree that the parties shall jointly request that the Court stay the Claims that must be litigated in Court until the Claims subject to arbitration are fully resolved by an arbitrator. This provision supersedes any JAMS rule or procedure permitting class or other representative the involuntary consolidation of separate claims.
(d)This agreement to arbitrate is governed by the Federal Arbitration Act and survives the termination of any employment agreement between you and the Company or the end of your employment relationship with the Company.
(e)Arbitration must be commenced within the applicable statute of limitations for the Claim(s) asserted.
(f)Any arbitration conducted pursuant to this agreement to arbitrate shall be administered by JAMS pursuant to its Employment Arbitration Rules & Procedures (“JAMS Rules”) that are in effect at the time the arbitration is initiated, as modified by this agreement. You understand that you can obtain copies of these rules at JAMS’s website (www.jamsadr.com; https://www.jamsadr.com/rules-employment-arbitration/) or by sending a written request pursuant to Section 15. The parties shall have the right to engage in reasonable discovery as determined by the arbitrator. The arbitrator may award any form of remedy or relief (excluding class, collective or representative relief and non-individual injunctive relief) that would otherwise be available in Court. The award of the arbitrator shall be accompanied by a written opinion of the factual and legal basis for the award, and the decision of the arbitrator shall be final, binding, and conclusive on the parties. The Company will pay all JAMS filing, administrative, arbitrator, and hearing fees. While the Company will pay costs unique to arbitration, the parties will bear their own fees and costs, including attorney and expert fees, unless such costs and/or fees are awarded to a particular party by the arbitrator in accordance with applicable law.
(g)To the maximum extent permitted by law, any notice and information concerning the arbitration, including but not limited to all filings, evidence, and testimony related thereto, shall be held in strict confidence by the parties. If any proceedings are held in Court (e.g., to compel arbitration; for a temporary restraining order or a preliminary injunction; for confirmation of an award; to resolve any disputes regarding arbitrability reserved for the Court), the parties shall seek to prevent public disclosure of any non-public information associated with the proceeding, including by filing documents under seal, subject to any applicable legal limitations. If a party disputes whether certain information can properly be sealed, the objecting party will still cooperate in filing the
13
documents under provisional seal pending the Court’s ruling as to whether the information or any part of it qualifies for protection.
(h)You or the Company may apply to the arbitrator for preliminary injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this paragraph, seek from any Court of competent jurisdiction any interim or provisional relief that is necessary to protect the rights of that party, pending the establishment of the arbitral tribunal or thereafter as permitted by law.
(i)Nothing in this dispute resolution procedure/agreement to arbitrate prevents you from making a report to or filing a claim or charge with any local, state, or federal government agency or participating in an investigation by a government agency. However, to the extent permitted by law, if you or the Company seek to appeal any such government or administrative award or decision and/or seek a trial de novo, you and the Company agree that that such appeal or trial de novo is subject to the binding arbitration procedure described herein.
(j)By agreeing to arbitration, you understand that, to the fullest extent permitted by law, you and the Company are waiving the right to sue in court, participate in a class, collective or representative action, or have a jury trial for all Claims.
14.Acknowledgements. You acknowledge and agree that you have reviewed this Agreement, you have had the opportunity to discuss its contents with legal counsel of your own choosing, and you are voluntarily entering into this Agreement without any duress. Both you and the Company have had an opportunity to negotiate the terms of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. You acknowledge and represent that you are not subject to any legal or contractual obligations that would prevent or interfere with your performance of your duties for the Company in any material respect.
15.Notices. All notices either party is required or desires to send to the other shall be addressed as follows:
To employee:
[NAME]
at the last address on file with the Company
To the Company:
Chief Employment Counsel
Fox Corporation
10201 West Pico Blvd
Los Angeles, CA 90064
14
or such other address as the party may from time to time designate by written notice to the other. Such notices shall be served by mail (postage prepaid) or by personal delivery. The date of mailing or personal delivery, as the case may be, shall be deemed the date of service.
16.[Legal Fees. The Company shall pay all reasonable fees and disbursements incurred by you in connection with any dispute over the enforcement of your rights under this Agreement or for which the Company is obligated to indemnify you, provided that no such payment shall be required if the judge or arbiter presiding over the proceeding affirmatively finds that you instituted the proceeding in bad faith.]10
17.Amendments. This Agreement may only be amended or modified in a writing signed by both you and an authorized representative of the Company and may not be amended or modified by oral agreement.
18.Severability. If any term, provision, covenant, or restriction contained in this Agreement, or any part thereof, is held by a court of competent jurisdiction or any foreign, federal, state, county, or local government or any other governmental regulatory or administrative agency or authority or any arbitrator or arbitration panel (collectively, “Authority”) to be invalid, void, unenforceable, or against public policy for any reason, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect. If any provision of Sections [6(i)] and 9 through 11 above shall be held to be void or unenforceable as overbroad in scope, geographic area, and/or duration, you and the Company agree that such court shall have the authority under this Agreement to reduce the scope, geographic area and/or duration so that such provision may then be enforced and such provision shall be enforced as modified.
19.Governing Law. This Agreement shall be governed by the laws of the State of New York applicable to contracts performed entirely therein.
20.Entire Agreement; Counterparts. Once effective, this Agreement, and the letter agreement dated [DATE] will supersede any and all prior agreements or understandings, whether express or implied, oral or written, between you and the Company or any of its subsidiaries or affiliated entities, relating to your services for or employment with the Company or any of its subsidiaries or affiliated entities, including the [DATE] employment agreement between 21st Century Fox America, Inc. (formerly known as News America Incorporated) and you, and any promises or agreements concerning severance. This Agreement may be executed in counterparts; each counterpart shall be deemed as an original as to the party being charged. Each party agrees that facsimiles of or scanned (e.g., by PDF) signatures shall be deemed as originals for purposes of effectuating this Agreement.
21.Assignment. This Agreement shall inure to the benefit of the successors and general assigns of the Company and to the benefit of any other corporation or entity which is a parent, subsidiary, or affiliate of the Company to which this Agreement is assigned, and any
10Provision to apply to Executive Chairman and Chief Executive Officer of the Company.
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other corporation or entity into which the Company may be merged or with which it may be consolidated provided the Company’s obligations under this Agreement are assumed by the assignee in writing. Except as herein provided, this Agreement shall be nonassignable.
22.Section Headings. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
23.Code Section 280G. To the extent that any amount payable to you hereunder, when combined with any other payment or benefit (collectively, the “Payments”, which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) that could be considered a “parachute payment,” as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), exceed the limitations of Section 280G of the Code such that an excise tax will be imposed under Section 4999 of the Code, the Payments shall be either (a) reduced (but not below zero) so that the present value of such total Payments received by you will be one dollar ($1.00) less than three times your “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such Payments received by you will be subject to the excise tax imposed by Section 4999 of the Code, such parachute payments shall be reduced in the following order: (i) any portion of the cash severance payable hereunder that is not “nonqualified deferred compensation” for purposes of Code Section 409A, (ii) any benefits continuation valued as parachute payments, (iii) any accelerated vesting of any equity awards and (iv) any portion of the cash severance payable hereunder and any other cash amounts that are “nonqualified deferred compensation” for purposes of Code Section 409A, or (b) paid in full, whichever of (a) or (b) produces the better net after tax position to you (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of making the calculations and determinations required by this Section 22, the Company may engage an independent accounting firm or independent counsel to make such determinations, which shall be conclusive and binding on the Company and you, and such independent accounting firm or independent counsel may rely on reasonable, good faith assumptions and approximations concerning the applicable of Section 280G and Section 4999 of the Code.
24.Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”), or an exemption thereunder, and shall be interpreted and administered accordingly. To the extent you would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and preserve to the maximum extent possible the original intent and economic benefit to you and the Company, and the Company shall promptly give you notice of any amendment reasonably necessary to implement this Section. Notwithstanding the foregoing, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non- compliance with Section 409A.
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(a)For purposes of Section 409A, your right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
(b)For purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation, any termination of employment hereunder will only constitute a termination of employment if it also constitutes a “separation from service” within the meaning of Section 409A.
(c)Notwithstanding any other provision of this Agreement to the contrary, if at the time of your separation from service, (i) you are a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable on account of such separation from service to you constitutes deferred compensation under Section 409A the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period (or upon your death, if earlier), together with interest for the period of delay, compounded annually, equal to the applicable prime rate (as published in The Wall Street Journal)) in effect as of the dates the payments should otherwise have been provided. To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Section 409A, are provided on account of a “separation from service,” and are not otherwise exempt from Section 409A, you shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse you, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to you, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein.
(d)Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(e)To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by you of a release of claims (and the expiration of any revocation rights provided therein) which could become effective in one of two (2) taxable years depending on when you execute and deliver the release, any deferred compensation payment shall be made no earlier than the first business day of the later of such taxable years. The Company may provide, in its sole discretion, that you may continue to participate in any benefits delayed as a result of such benefits being conditioned upon your execution and non-revocation of the release, and the
17
provisions of this subsection (e), during the period of such delay, provided that you shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this section, the Company shall reimburse you the Company’s share of the cost of such benefits that was borne by you during such delay period, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to you, in each case had such benefits commenced immediately upon your termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein.
(f)All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), the amount of any expenses eligible for reimbursement, or in-kind benefits provided, in any taxable year shall in no way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
(g)Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes deferred compensation for purposes of Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to you unless otherwise permitted by Section 409A.
(h)Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond the date of your termination of employment in accordance with the Company’s payroll practices (or other similar term), the payments of such base salary or other compensation shall be made on a monthly basis.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written below.
ACCEPTED AND AGREED: | |||||
| [NAME] | |||||
| Date | |||||
Signature Page to Employment Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written below.
ACCEPTED AND AGREED | |||||
| Name: | |||||
| on behalf of FOX CORPORATION | |||||
| Date | |||||
Signature Page to Employment Agreement
[Schedule 6(i)]11
The companies identified in Section 6(i) of the Agreement shall be the following and any successor thereto:
AT&T Inc.
CBS Corporation
Comcast Corporation
Netflix, Inc.
Sony Corporation
Time Warner Inc.
The Walt Disney Company/New Disney
Viacom Inc.
11Schedule to apply to executives whose primary place of business is California.
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 quarterly report on Form 10-Q 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.
| May 12, 2025 | ||||||||
| 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 quarterly report on Form 10-Q 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.
| May 12, 2025 | ||||||||
| 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 Quarterly Report of Fox Corporation on Form 10-Q for the fiscal quarter ended March 31, 2025, 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.
| May 12, 2025 | ||||||||
| By: | /s/ Lachlan K. Murdoch | |||||||
| Lachlan K. Murdoch | ||||||||
| Chief Executive Officer | ||||||||
| By: | /s/ Steven Tomsic | |||||||
| Steven Tomsic | ||||||||
| Chief Financial Officer | ||||||||