What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-08-06 compared with 2024-08-08 · 93 added, 267 removed, 337 unchanged (52% of the section changed)

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The consolidated financial statements are referred to as the “Financial Statements” herein.

The Transaction

FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc.

(“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading independently on The Nasdaq Global Select Market (the “Transaction”).

In connection with the Transaction, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney.

The Separation and the Transaction were effected as part of a series of transactions contemplated by the Amen ded and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, Disney and certain subsidiaries of Disney.

Basis of Presentation

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• Caution Concerning Forward-Looking Statements —This section provides a description of the use of forward-looking information appearing in this Annual Report on Form 10-K, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Such information is based on management’s current expectations about future events which are subject to

change and to inherent risks and uncertainties.

Such information is based on management’s current expectations about future events which are subject to change and to inherent risks and uncertainties.

Refer to Item 1A.

“Risk Factors” in this Annual Report for a discussion of the risk factors applicable to the Company.

Refer to Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the SEC on August 8, 2024 for management’s discussion and analysis of our financial condition and results of operations for fiscal 2023, including comparison to fiscal 2024.

OVERVIEW OF THE COMPANY’S BUSINESS

The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments:

Cable Network Programming, Television, Credible Labs Inc.

(“Credible”) and the FOX Studio Lot with the following two reportable segments:

Cable Network Programming, 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.

Eighteen of the broadcast television stations are affiliated with the FOX Network and 11 are affiliated with MyNetworkTV.

The segment also includes various production companies that produce content for the Company and third parties.

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For fiscal 2025, the Company generated revenues of $16 billion, of which approximately 47% was generated from affiliate fees, approximately 42% was generated from advertising, and approximately 11% was generated from other operating activities.

Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.

Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry the Company’s cable networks and owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.

law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals.

The Company’s revenues are impacted by rate changes, changes in the number of subscribers to the Company’s content and changes in the expenditures by advertisers.

In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential election cycles and special events that air on the Company’s networks, including the National Football League’s (“NFL”) Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération Internationale de Football Association (“FIFA”) World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is aired on a rotating annual basis with another network.

The ways in which consumers view content and technology and business models in the media and entertainment industry continue to rapidly evolve.

New distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams.

Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content, and consumer preferences have evolved toward subscription video on demand (“SVOD”), AVOD and free advertising-supported television (“FAST”) services and other direct-to-consumer offerings.

These changes in technologies and consumer behavior have contributed to industry-wide declines in subscribers to MVPD services over the last several years, and these declines are expected to continue and possibly accelerate in the future.

At the same time, these changes have had, and are expected to continue to have, an impact on advertising.

Technological changes and the evolution of consumer preferences toward direct-to-consumer offerings has intensified audience fragmentation and reduced viewership through traditional linear distribution models, which has caused ratings and viewership declines for television networks, including some of the Company’s networks.

These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward digital and mobile offerings, some of which may not be as beneficial to the Company as traditional advertising methods.

In addition, a number of SVOD services with large subscriber bases and household penetration have introduced advertising supported tiers and there is an increasing number of AVOD services and FAST products available to consumers.

The resulting increase in the amount of digital advertising available in the marketplace has intensified, and may continue to intensify, competition for viewers and advertising.

Additionally, the industry is transitioning to a multiplatform measurement environment in an effort to more completely measure viewership and advertising across linear and digital platforms, but has not yet established a consistent, broadly accepted measure of multiplatform audiences.

The Company operates in a highly competitive industry and its performance depends, to a large extent, on its ability to effectively anticipate and adapt to changes in consumer behavior and evolving technologies and business models, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’s ability to manage its businesses effectively, and its relative strength and leverage in the industry.

For more information, see Item 1.

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Restructuring, impairment and other corporate matters (350) (67) (283) **

Equity (losses) earnings of affiliates (44) 4 (48) **

Interest expense, net (216) (218) 2 1 %

Non-operating other, net

(47) 368 (415) **

Income before income tax expense 2,104 1,736 368 21 %

Income tax expense (550) (483) (67) (14) %

Net income 1,554 1,253 301 24 %

Net income attributable to noncontrolling interests (53) (14) (39) **

Net income attributable to Fox Corporation stockholders $ 1,501 $ 1,239 $ 262 21 %

** not meaningful

Overview —The Company’s revenues decreased $933 million or 6% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue.

The increase of $273 million or 4% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $760 million, partially offset by the approximately $460 million impact of a lower average number of subscribers across almost all networks.

The decrease of $1.2 billion or 18% in advertising revenue was primarily due to marquee events with an impact of approximately $900 million including the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and fewer NFL playoff games, partially offset by the broadcast of the FIFA Women’s World Cup in the current year.

The remaining decrease of approximately $300 million was primarily related to lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S.

midterm elections in the prior year and lower ratings at the FOX Network and FOX News Media, partially offset by continued growth at Tubi.

The decrease of $44 million or 4% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023, partially offset by higher sports sublicensing revenue principally due to renewals of college sports contracts.

Operating expenses decreased $600 million or 6% for fiscal 2024, as compared to fiscal 2023, primarily due to the approximately $400 million impact of lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup partially offset by the renewed NFL contract.

The remaining decrease was principally due to lower entertainment programming rights amortization and production costs largely due to fewer hours of original

scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023.

Selling, general and administrative expenses decreased $25 million or 1% for fiscal 2024, as compared to fiscal 2023, primarily due to lower legal costs at FOX News Media, lower employee related costs and the deconsolidation of the United States Football League (the “USFL”).

Depreciation and amortization —Depreciation and amortization expense decreased $22 million or 5% for fiscal 2024, as compared to fiscal 2023, primarily due to assets acquired in acquisitions being fully depreciated in fiscal 2023, partially offset by the full year impact of broadcast production assets at FOX Sports placed into service in fiscal 2023.

Restructuring, impairment and other corporate matters —See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements.

Equity (losses) earnings of affiliates —Equity (losses) earnings of affiliates increased $48 million for fiscal 2024, as compared to fiscal 2023, primarily due to the investment in the United Football League (the “UFL”) (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).

Interest expense, net —Interest expense, net decreased $2 million or 1% for fiscal 2024, as compared to fiscal 2023, primarily due to higher interest income as a result of higher interest rates, partially offset by an increase in interest expense primarily due to the issuance of $1.25 billion of senior notes in October 2023 (See Note 9—Borrowings to the accompanying Financial Statements).

Non-operating other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.”

Income tax expense —The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.

The Company’s tax provision and related effective tax rate of 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items.

Net income —Net income increased $301 million or 24% for fiscal 2024, as compared to fiscal 2023, primarily due to the absence of the fiscal 2023 legal settlement costs and lower indemnity costs (See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements).

Partially offsetting this increase was lower gains (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net”) and lower Segment EBITDA (as defined below).

Results of Operations—Fiscal 2023 versus Fiscal 2022

The following table sets forth the Company’s operating results for fiscal 2023, as compared to fiscal 2022:

For the years ended June 30,

2023 2022 $ Change % Change

(in millions, except %) Better/(Worse)

Affiliate fee $ 7,051 $ 6,878 $ 173 3 %

Advertising 6,606 5,900 706 12 %

Other 1,256 1,196 60 5 %

Total revenues 14,913 13,974 939 7 %

Operating expenses (9,689) (9,117) (572) (6) %

Selling, general and administrative (2,049) (1,920) (129) (7) %

Depreciation and amortization (411) (363) (48) (13) %

Restructuring, impairment and other corporate matters (1,182) (157) (1,025) **

Equity earnings of affiliates 4 4 — — %

Equity losses of affiliates (29) (44) 15 34 %

Interest expense, net (227) (216) (11) (5) %

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** not meaningful

Overview —The Company’s revenues increased $939 million or 7% for fiscal 2023, as compared to fiscal 2022, due to higher affiliate fee, advertising and other revenues.

Overview —The Company’s revenues increased $2.3 billion or 17% for fiscal 2025, as compared to fiscal 2024, due to higher affiliate fee, advertising and other revenues.

The increase of $332 million or 5% in affiliate fee revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $790 million, partially offset by the approximately $460 million impact of a lower average number of subscribers across all networks.

The increase of $706 million or 12% in advertising revenue was primarily due to marquee events with an impact of approximately $600 million including revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional NFL post-season games, partially offset by the absence of NFL Thursday Night Football (“ TNF ”).

The remaining increase of approximately $100 million was primarily related to continued growth at Tubi and higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S.

midterm elections, partially offset by lower ratings at the FOX Network in the current year.

The increase of $60 million or 5% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022 and higher FOX Nation subscription revenues.

Operating expenses increased $572 million or 6% for fiscal 2023, as compared to fiscal 2022, primarily due to the approximately $400 million impact from the higher sports programming rights amortization and production costs driven by the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup and additional post-season NFL and Major League Baseball (“MLB”) content, partially offset by the absence of TNF .

The remaining increase of approximately $170 million was principally due to increased digital investment in Tubi and at FOX News Media, partially offset by lower entertainment marketing and production costs.

Selling, general and administrative expenses increased $129 million or 7% for fiscal 2023, as compared to fiscal 2022, primarily due to higher legal costs at FOX News Media and continued growth at Tubi.

Depreciation and amortization —Depreciation and amortization expense increased $48 million or 13% for fiscal 2023, as compared to fiscal 2022, primarily due to an increase in broadcast production assets at FOX Sports, increased spending as a result of digital initiatives and the full year impact of the fiscal 2022 acquisitions of entertainment production companies.

The increase of $1.4 billion or 26% in advertising revenue was primarily due to the approximately $870 million impact related to sports programming led by revenues from the broadcast of Super Bowl LIX in February 2025 and higher National Football League (“NFL”) pricing.

The remaining increase of approximately $550 million was primarily due to the impact of political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations, continued digital growth led by the Tubi AVOD service and higher news pricing and audiences.

The increase of $567 million or 47% in other revenues was primarily due to higher sports sublicensing revenue.

Operating expenses increased $1.4 billion or 16% for fiscal 2025, as compared to fiscal 2024, primarily due to the approximately $1 billion impact of higher sports programming rights amortization and production costs driven by higher NFL costs, including the broadcast of Super Bowl LIX in February 2025, and higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of WWE.

The remaining increase of approximately $380 million was primarily due to higher digital content costs, entertainment programming rights amortization and higher newsgathering costs principally due to the 2024 presidential election.

Selling, general and administrative expenses increased $144 million or 7% for fiscal 2025, as compared to fiscal 2024, primarily due to higher employee costs.

Restructuring, impairment and other corporate matters —See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements.

Interest expense, net —Interest expense, net decreased $153 million or 41% for fiscal 2023, as compared to fiscal 2022, primarily due to higher interest income as a result of higher interest rates.

Interest expense, net —Interest expense, net increased $11 million or 5% for fiscal 2025, as compared to fiscal 2024, primarily due to lower interest income as a result of lower interest rates, partially offset by a lower average amount of debt outstanding.

Non-operating other, net —See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.”

Income tax expense —The Company’s tax provision and related effective tax rate of 28% for fiscal 2023 was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against net operating losses and tax credits and other permanent items.

The Company’s tax provision and related effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of jurisdictional earnings.

Net income —Net income increased $20 million or 2% for fiscal 2023, as compared to fiscal 2022, primarily due to a gain recognized on the change in fair value of the Company’s investment in Flutter Entertainment plc and higher Segment EBITDA (as defined below), partially offset by legal settlement costs at FOX News Media and restructuring charges (See Note 4—Restructuring, Impairment and Other Corporate Matters to the accompanying Financial Statements).

Income tax expense —The Company’s tax provision and related effective tax rate of 25% for fiscal 2025 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.

The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.

Net income —Net income increased $739 million or 48% for fiscal 2025, as compared to fiscal 2024, primarily due to higher Segment EBITDA (as defined below) and a change in fair value of the Company’s investments in equity securities, partially offset by higher provision for income tax, the absence of a gain on a contribution of assets and the legal settlement and other costs associated with the discontinuation of Venu Sports (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).

Segment Analysis

The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities.

The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA.

The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA (defined below).

Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.

Intersegment transactions principally relate to the sublicensing of sports content and rental of studio and administrative space, which are recorded consistently with the recognition of transactions with third parties and are eliminated in consolidation.

Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses.

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Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense.

Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.

Fiscal 2024 versus Fiscal 2023

The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2024, as compared to fiscal 2023:

For the years ended June 30,

2024 2023 $ Change % Change

(in millions, except %) Better/(Worse)

Cable Network Programming $ 5,955 $ 6,043 $ (88) (1) %

Television 7,875 8,710 (835) (10) %

Corporate and Other 209 217 (8) (4) %

Eliminations (59) (57) $ (2) (4) %

Total revenues $ 13,980 $ 14,913 $ (933) (6) %

For the years ended June 30,

2024 2023 $ Change % Change

(in millions, except %) Better/(Worse)

Segment EBITDA

Cable Network Programming $ 2,693 $ 2,472 $ 221 9 %

Television 506 1,009 (503) (50) %

Corporate and Other (316) (290) (26) (9) %

Adjusted EBITDA (a)

$ 2,883 $ 3,191 $ (308) (10) %

For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.

Cable Network Programming (43% and 41% of the Company’s revenues in fiscal 2024 and 2023, respectively)

For the years ended June 30,

2024 2023 $ Change % Change

(in millions, except %) Better/(Worse)

Affiliate fee $ 4,188 $ 4,175 $ 13 — %

Advertising 1,262 1,403 (141) (10) %

Other 505 465 40 9 %

Total revenues 5,955 6,043 (88) (1) %

Operating expenses (2,668) (2,927) 259 9 %

Selling, general and administrative (610) (660) 50 8 %

Amortization of cable distribution investments 16 16 — — %

Segment EBITDA $ 2,693 $ 2,472 $ 221 9 %

Revenues at the Cable Network Programming segment decreased $88 million or 1% for fiscal 2024, as compared to fiscal 2023, due to lower advertising revenue, partially offset by higher affiliate fee and other revenues.

Affiliate fee revenue increased $13 million as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers.

The decrease of $141 million or 10% in advertising revenue was primarily due to lower ratings and lower pricing in the direct response marketplace partially offset by higher pricing in the national advertising marketplace at FOX News Media.

Also contributing to this decrease was the absence of the fiscal 2023 broadcast of the FIFA Men’s World Cup partially offset by the broadcast of the FIFA Women’s World Cup at the national sports networks in the current year.

The increase of $40 million or

9% in other revenues was primarily due to higher sports sublicensing revenue principally due to renewals of college sports contracts.

Cable Network Programming Segment EBITDA increased $221 million or 9% for fiscal 2024, as compared to fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses.

Operating expenses decreased $259 million or 9% primarily due to lower sports programming rights amortization and production costs, led by the absence of the fiscal 2023 broadcast of the FIFA Men’s World Cup partially offset by the broadcast of the FIFA Women’s World Cup and the Union of European Football Associations (“UEFA”) European Championship at the national sports networks in the current year.

Also contributing to this decrease was lower programming costs at FOX News Media and the deconsolidation of the USFL.

Selling, general and administrative expenses decreased $50 million or 8% principally due to lower legal costs at FOX News Media and the deconsolidation of the USFL.

Television (56% and 58% of the Company’s revenues in fiscal 2024 and 2023, respectively)

For the years ended June 30,

2024 2023 $ Change % Change

(in millions, except %) Better/(Worse)

Advertising $ 4,182 $ 5,204 $ (1,022) (20) %

Affiliate fee 3,136 2,876 260 9 %

Other 557 630 (73) (12) %

Total revenues 7,875 8,710 (835) (10) %

Operating expenses (6,372) (6,704) 332 5 %

Selling, general and administrative (997) (997) — — %

Segment EBITDA $ 506 $ 1,009 $ (503) (50) %

Revenues at the Television segment decreased $835 million or 10% for fiscal 2024, as compared to fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue.

The decrease of $1 billion or 20% in advertising revenue was primarily due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men’s World Cup , lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S.

midterm elections in the prior year, fewer NFL playoff games and lower ratings at the FOX Network.

Partially offsetting this decrease was continued growth at Tubi.

The increase of $260 million or 9% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations.

The decrease of $73 million or 12% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023.

Television Segment EBITDA decreased $503 million or 50% for fiscal 2024, as compared to fiscal 2023, primarily due to the revenue decreases noted above, partially offset by lower expenses.

Operating expenses decreased $332 million or 5% primarily due to lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of the Super Bowl LVII and the FIFA Men’s World Cup , partially offset by the renewed NFL contract and the broadcast of the UEFA European Championship in the current year.

Also contributing to this decrease was lower entertainment programming rights amortization and production costs principally due to fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023, partially offset by continued growth at Tubi.

Corporate and Other (1% of the Company’s revenues for fiscal 2024 and 2023)

For the years ended June 30,

2024 2023 $ Change % Change

(in millions, except %) Better/(Worse)

Revenues $ 209 $ 217 $ (8) (4) %

Operating expenses (56) (67) 11 16 %

Selling, general and administrative (469) (440) (29) (7) %

Segment EBITDA $ (316) $ (290) $ (26) (9) %

Revenues within Corporate and Other for fiscal 2024 and 2023 include revenues generated by Credible and the operation of the FOX Studio Lot.

Operating expenses for fiscal 2024 and 2023 include advertising and promotional expenses at Credible.

Selling, general and administrative expenses for fiscal 2024 and 2023 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio lot.

The increase of $29 million or 7% in selling, general and administrative expenses was primarily due to higher employee related costs as a result of the transition and separation of a named executive officer of the Company.

Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker, the Chief Executive Officer, to monitor actual versus budget and prior fiscal year financial results, forecast future periods and perform competitive analyses to evaluate performance and allocate resources.

Fiscal 2025 versus Fiscal 2024

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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% and 44% of the Company’s revenues in fiscal 2023 and 2022, respectively)

Cable Network Programming (43% of the Company’s revenues in fiscal 2025 and 2024)

For the years ended June 30,

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Segment EBITDA $ 3,030 $ 2,693 $ 337 13 %

Revenues at the Cable Network Programming segment decreased $54 million or 1% for fiscal 2023, as compared to fiscal 2022, due to lower affiliate fee and advertising revenues, partially offset by higher other revenues.

The decrease of $30 million or 1% in affiliate fee revenue was primarily due to a decrease in the average number of subscribers, partially offset by higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals.

The decrease of $59 million or 4% in advertising revenue was primarily due to lower direct response pricing at FOX News Media, partially offset by the broadcast of the FIFA Men’s World Cup at the national sports networks in the current year.

The increase of $35 million or 8% in other revenues was primarily due to higher FOX Nation subscription revenues and higher sports sublicensing revenues.

Cable Network Programming Segment EBITDA decreased $462 million or 16% for fiscal 2023, as compared to fiscal 2022, due to the revenue decreases noted above and higher expenses.

Operating expenses increased $332 million or 13% primarily due to higher sports programming rights amortization led by the broadcast of the FIFA Men’s World Cup , the renewed MLB contract and a higher volume of college football games at the national sports networks, and higher employee related costs and increased digital investment at FOX News Media.

Selling, general and administrative expenses increased $74 million or 13% principally due to higher legal costs partially offset by lower marketing costs at FOX News Media and higher costs associated with the expansion of the USFL.

** not meaningful

Revenues at the Cable Network Programming segment increased $975 million or 16% for fiscal 2025, as compared to fiscal 2024, due to higher affiliate fee, advertising and other revenues.

Affiliate fee revenue increased $128 million or 3% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers.

The increase of $269 million or 21% in advertising revenue was primarily due to

higher news pricing and audiences and higher news digital advertising revenue.

The increase of $578 million in other revenues was primarily due to higher sports sublicensing revenue.

Cable Network Programming Segment EBITDA increased $337 million or 13% for fiscal 2025, as compared to fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses.

Operating expenses increased $607 million or 23% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of the Fédération Internationale de Football Association Women’s World Cup and the Union of European Football Associations European Championship in the current year.

Also contributing to this increase was higher newsgathering costs primarily due to the 2024 presidential election.

Selling, general and administrative expenses increased $25 million or 4% principally due to higher employee costs.

Television (57% and 56% of the Company’s revenues in fiscal 2025 and 2024, respectively)

9 unchanged sentences

Segment EBITDA $ 945 $ 506 $ 439 87 %

** not meaningful

Revenues at the Television segment increased $1 billion or 13% for fiscal 2023, as compared to fiscal 2022, due to higher advertising, affiliate fee and other revenues.

The increase of $764 million or 17% in advertising revenue was primarily due to revenues resulting from the broadcasts of Super Bowl LVII and the FIFA Men’s World Cup , continued growth at Tubi, higher political advertising revenue at the FOX Television Stations principally due to the November 2022 U.S.

midterm elections, and additional NFL post-season games.

Partially offsetting this increase was the absence of TNF and lower ratings at the FOX Network in the current year.

The increase of $203 million or 8% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations.

The increase of $58 million or 10% in other revenues was primarily due to the full year impact of acquisitions of entertainment production companies in fiscal 2022.

Television Segment EBITDA increased $662 million for fiscal 2023, as compared to fiscal 2022, primarily due to the revenue increases noted above, partially offset by higher expenses.

Operating expenses increased $273 million or 4% primarily due to higher sports programming rights amortization and production costs driven by the broadcast of Super Bowl LVII , NFL and MLB content, led by a higher volume of post-season games, and the broadcast of the FIFA Men’s World Cup , as well as increased digital investment in Tubi.

Partially offsetting this increase was the absence of TNF and lower entertainment marketing and production costs.

Selling, general and administrative expenses increased $90 million or 10% primarily due to continued growth at Tubi.

Corporate and Other (1% of the Company’s revenues for fiscal 2023 and 2022)

Revenues at the Television segment increased $1.5 billion or 18% for fiscal 2025, as compared to fiscal 2024, due to higher advertising, affiliate and other revenues.

The increase of $1.2 billion or 28% in advertising revenue was primarily due to the impact related to sports programming 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 $204 million or 7% in affiliate fee revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network.

The increase of $94 million or 17% in other revenues was primarily due to higher content revenue.

Television Segment EBITDA increased $439 million or 87% for fiscal 2025, as compared to fiscal 2024, primarily due to the revenue increases noted above, partially offset by higher expenses.

Operating expenses increased $936 million or 15% primarily due to higher sports programming rights amortization and production costs driven by higher NFL costs, including the broadcast of Super Bowl LIX in February 2025, partially offset by the absence of WWE.

Also contributing to this increase was higher digital content costs and entertainment programming rights amortization.

Selling, general and administrative expenses increased $75 million or 8% primarily due to higher employee costs.

Corporate and Other

For the years ended June 30,

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Segment EBITDA $ (351) $ (316) $ (35) (11) %

Revenues at the Corporate and Other for fiscal 2023 and 2022 include revenues generated by Credible and the operation of the FOX Studio lot.

Revenues within Corporate and Other for fiscal 2025 and 2024 include revenues generated by Credible and the operation of the FOX Studio Lot.

Operating expenses for fiscal 2025 and 2024 include advertising and promotional expenses at Credible.

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Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP.

In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant

components in assessing the Company’s financial performance.

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.

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Restructuring, impairment and other corporate matters 350 67

Equity losses (earnings) of affiliates 44 (4)

Interest expense, net 216 218

Non-operating other, net

Income tax expense 550 483

Adjusted EBITDA $ 2,883 $ 3,191

The following table sets forth the computation of Adjusted EBITDA for fiscal 2024, as compared to fiscal 2023:

For the years ended June 30,

(in millions)

Revenues $ 13,980 $ 14,913

Operating expenses (9,089) (9,689)

Selling, general and administrative (2,024) (2,049)

Amortization of cable distribution investments 16 16

Adjusted EBITDA $ 2,883 $ 3,191

Fiscal 2023 versus Fiscal 2022

The following table reconciles Net income to Adjusted EBITDA for fiscal 2023, as compared to fiscal 2022:

For the years ended June 30,

(in millions)

Net income $ 1,253 $ 1,233

Amortization of cable distribution investments 16 18

Depreciation and amortization 411 363

Restructuring, impairment and other corporate matters 1,182 157

Equity earnings of affiliates (4) (4)

Equity losses of affiliates 29 44

Interest expense, net 227 216

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capital expenditures;

acquisitions;

acquisitions, including redeemable noncontrolling interests;

income taxes, interest and dividend payments;

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Net cash provided by operating activities $ 3,324 $ 1,840

The increase in net cash provided by operating activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower legal settlement costs (See Note 14—Commitments and Contingencies to the accompanying Financial Statements) and lower entertainment programming costs, partially offset by lower NFL receipts due to the absence of Super Bowl LVII, lower political advertising receipts due to the absence of the November 2022 U.S.

midterm elections and lower Segment EBITDA.

The increase in net cash provided by operating activities during fiscal 2025, as compared to fiscal 2024, was primarily due to higher Segment EBITDA, principally due to higher political advertising receipts from the 2024 presidential and congressional elections along with receipts from Super Bowl LIX in February 2025, partially offset by higher content payments.

Net cash used in investing activities for fiscal 2025 and 2024 was as follows (in millions):

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Net cash used in investing activities $ (537) $ (452)

The increase in net cash used in investing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to higher investments in equity securities partially offset by a decrease in capital expenditures.

The increase in net cash used in investing activities during fiscal 2025, as compared to fiscal 2024, was primarily due to the fiscal 2025 acquisitions (See Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements), partially offset by a decrease in the Company’s investments and capital expenditures.

Net cash used in financing activities for fiscal 2025 and 2024 was as follows (in millions):

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Net cash used in financing activities $ (1,755) $ (1,341)

The decrease in net cash used in financing activities during fiscal 2024, as compared to fiscal 2023, was primarily due to lower activity under the stock repurchase program and the net impact of the October 2023 issuance of $1.25 billion of senior notes and the $1.25 billion repayment of senior notes that matured in January 2024 (See Note 9—Borrowings to the accompanying Financial Statements).

The increase in net cash used in financing activities during fiscal 2025, as compared to fiscal 2024, was primarily due to the net impact of the October 2023 issuance of $1.25 billion of senior notes and the repayment of $1.25 billion and $600 million of senior notes that matured in January 2024 and April 2025, respectively (See Note 9—Borrowings to the accompanying Financial Statements).

Stock Repurchase Program

See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.”

Dividends paid in fiscal 2024 totaled $0.52 per share of Class A Common Stock and Class B Common Stock .

Subsequent to June 30, 2024 , the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.27 per share on both the Class A Common Stock and the Class B Common Stock.

Dividends paid in fiscal 2025 totaled $0.54 per share of FOX’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) .

Subsequent to June 30, 2025 , the Company declared a semi-annual dividend of $0.28 per share on both the Class A Common Stock and the Class B Common Stock.

The dividend declared is payable on September 24, 2025 with a record date for determining dividend entitlements of September 3, 2025.

Based on the number of shares outstanding as of June 30, 2025 , and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2026 is approximately $250 million.

Sources and Uses of Cash—Fiscal 2023 vs.

Net cash provided by operating activities for fiscal 2023 and 2022 was as follows (in millions):

For the years ended June 30,

Net cash provided by operating activities $ 1,800 $ 1,884

The decrease in net cash provided by operating activities during fiscal 2023, as compared to fiscal 2022, was primarily due to legal settlement costs (See Note 14—Commitments and Contingencies to the accompanying Financial Statements), partially offset by higher Adjusted EBITDA, lower sports rights payments primarily due to the absence of TNF and lower entertainment programming costs.

Net cash used in investing activities for fiscal 2023 and 2022 was as follows (in millions):

For the years ended June 30,

Net cash used in investing activities $ (438) $ (513)

The decrease in net cash used in investing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to the absence of acquisitions and dispositions, partially offset by an increase in capital expenditures and higher investments in equity securities.

Net cash used in financing activities for fiscal 2023 and 2022 was as follows (in millions):

For the years ended June 30,

Net cash used in financing activities $ (2,290) $ (2,057)

The increase in net cash used in financing activities during fiscal 2023, as compared to fiscal 2022, was primarily due to activity under the stock repurchase program, including the $1 billion accelerated share repurchase agreement (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under

the heading “Stock Repurchase Program”), partially offset by the absence of the $750 million repayment of senior notes that matured in January 2022.

Debt Instruments

The following table summarizes cash from borrowings and cash (used in) repayment of borrowings for fiscal 2024, 2023 and 2022:

The following table summarizes cash (used in) repayment of borrowings and cash from borrowings for fiscal 2025 and 2024:

For the years ended June 30,

2024 2023 2022

(in millions)

Notes due 2033 (a)

$ 1,232 $ — $ —

Notes due 2022 and 2024 (b)

Notes due 2025 and 2024 (a)

$ (600) $ (1,250)

Notes due 2033 (b)

Total borrowings $ (600) $ (18)

In April 2025 and January 2024, $600 million of 3.050% senior notes and $1.25 billion of 4.030% senior notes matured and were repaid in full, respectively (See Note 9—Borrowings to the accompanying Financial Statements).

See Note 9—Borrowings to the accompanying Financial Statements under the heading "Public Debt - Senior Notes Issued."

In January 2022 and 2024, $750 million of 3.666% senior notes and $1.25 billion of 4.030% senior notes matured and were repaid in full, respectively (See Note 9—Borrowings to the accompanying Financial Statements).

Ratings of the Senior Notes

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Payments due to participants under the Company’s pension plans are primarily paid out of underlying trusts.

Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are

principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans.

The Company does not expect its net OPEB payments to be material in fiscal 2025 (See Note 15—Pension and Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).

Payments due under the Company’s OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are principally dependent upon the future cost of retiree medical benefits under the Company’s OPEB plans.

The Company does not expect its net OPEB payments to be material in fiscal 2026 (See Note 15—Pension and

Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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The Company considers the terms of each arrangement to determine the appropriate accounting treatment.

Significant judgments used in revenue recognition include the identification of performance obligations and the allocation of consideration, including those contracts containing bundled advertising sales or licenses.

The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties.

Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired.

Certain of the Company’s advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions.

Revenues for any audience deficiencies are deferred until the guaranteed number of impressions is met, by providing additional advertisements.

Advertising revenue from customers is recognized as the commercials are aired.

Certain of the Company’s advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions, where the performance obligation is the guarantee and revenue is recognized as the guarantee is satisfied.

For contracts without guarantees, the individual advertising spots are the performance obligation and consideration is allocated based on relative standalone selling price.

Advertising contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments due shortly thereafter.

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In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals.

Affiliate fee revenue is recognized as we continuously make the network programming available to the customer over the term of the agreement.

Affiliate fee revenue is recognized as the Company satisfies the performance obligation by continuously making the network programming available to the customer over the term of the agreement.

For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period.

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Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.

The Company classifies the amortization of cable distribution investments (capitalized fees paid to MVPDs to facilitate carriage of a cable network) against affiliate fee revenue.

The Company amortizes the cable distribution investments on a straight-line basis over the contract period.

Licensed and Owned Programming

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Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing.

Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are

classified as current inventories, and license fees for programming with an initial license period of greater than one year are classified as non-current inventories.

Licensed programming is predominantly amortized as the associated programs are made available.

Advances paid for the right to broadcast sports events within one year and programming with an initial license period of one year or less are classified as current inventories included within Inventories, net in the Consolidated Balance Sheets, and license fees for programming with an initial license period of greater than one year are classified as non-current

inventories included within Other non-current assets in the Consolidated Balance Sheets.

Licensed programming is predominantly amortized as the associated programs are made available over the shorter of the license period or the period in which an economic benefit is expected to be derived.

The costs of multi-year sports contracts are primarily amortized based on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable revenue.

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Such changes in the future could be material.

Owned programming includes content internally developed and produced as well as co-produced content.

Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program.

Owned programming, included within Other non-current assets in the Consolidated Balance Sheets, includes content internally developed and produced as well as co-produced content.

Capitalized costs for owned programming, including direct costs, production overhead and development costs, are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs are expensed as incurred.

Future remaining revenue includes imputed license fees for content used by FOX as well as revenue expected to be earned based on distribution strategy and historical performance of similar content.

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When production partners distribute owned programming on the Company’s behalf, the net participation in profits is recorded as content license revenue.

The Company may receive government incentives in connection with the production of owned programming.

The Company records government incentives as a reduction of capitalized costs for owned programming when the monetization of the incentive is probable.

Government incentives were not material in fiscal 2024, 2023 and 2022.

Projects in-process are written off at the earlier of abandonment or three years after initial capitalization.

Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs.

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Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value.

Owned programming is monetized and tested for impairment on an individual basis.

Owned programming is predominantly monetized and tested for impairment on an individual basis.

Licensed programming is predominantly monetized as a group and tested for impairment on a channel, network, or daypart basis.

The recoverability of certain sports rights is assessed on an aggregate basis.

The Company recognized impairments of approximately $40 million, $10 million, and $50 million in fiscal 2024, 2023 and 2022, respectively, related to owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.

The Company recognized impairments of approximately $40 million, $40 million, and $10 million in fiscal 2025, 2024 and 2023, respectively, related to owned programming at the Television segment, which were recorded in Operating expenses in the accompanying Consolidated Statements of Operations.

Goodwill and Other Intangible Assets

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The Company uses its judgment in assessing whether assets may have become impaired between annual valuations.

Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of

key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.

The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting and impairment testing.

The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that are based on subjective judgments about future advertising revenues in the markets where the Company owns television stations.

This method also involves the use of management’s judgment in estimating appropriate terminal growth rates, operating margins and discount rates reflecting the risk of a market participant in the U.S.

broadcast industry.

Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.

The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that is based on subjective judgments about future advertising revenues in the markets where the Company owns television stations.

The resulting fair values for FCC licenses are sensitive to these long-term assumptions and any adverse changes to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.

During fiscal 2024, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheets as of June 30, 2024 were not impaired based on the Company’s annual assessments.

The Company determined that there are no reporting units at risk of impairment as of June 30, 2024.

During fiscal 2025, the Company recorded a non-cash impairment charge for intangible assets of approximately $70 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in the accompanying Consolidated Statements of Operations within the Television segment.

Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue.

Additionally, the fair value of FCC licenses in certain markets exceeded their respective carrying value by less than 10% as of June 30, 2025.

An increase to the discount rate of 0.5 percentage points, or a decrease to the terminal growth rate of 0.5 percentage points, assuming no changes to other long-term assumptions, would cause the aggregate fair value of FCC licenses to fall below the aggregate carrying value by approximately $80 million and $50 million, respectively.

Further adverse changes in market conditions may result in additional non-cash impairment charges.

During fiscal 2025, the Company determined that the goodwill included in the accompanying Consolidated Balance Sheets as of June 30, 2025 was not impaired based on the Company’s annual assessment and there are no reporting units at risk of impairment.

While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including prevailing market conditions, discount rates, competitive factors, comparable public company trading values and expected future cash flows, could negatively impact the fair value of our reporting units and potentially result in a non-cash goodwill impairment charge in future periods.

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For financial reporting purposes, net periodic pension expense is calculated based upon a number of actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality.

The Company considers current market conditions, including changes in investment returns and interest rates, in making these assumptions.

The Company considers current market conditions, including changes in investment returns and interest rates, in

making these assumptions.

The expected long-term rate of return is determined using the current target asset allocation of 22% equity securities, 71% fixed income securities and 7% in other investments, and applying expected future returns for the various asset classes and correlations amongst the asset classes.

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The discount rate reflects the market rate for high-quality fixed income investments on the Company’s annual measurement date of June 30 and is subject to change each fiscal year.

The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit

obligations could be effectively settled.

The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled.

The rate was determined by matching the Company’s expected benefit payments for the plans to a hypothetical yield curve developed using a portfolio of hundreds of high-quality corporate bonds.

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Expected return 50 45 40

Actuarial gain (loss) $ — $ 13 $ (202)

Actuarial gain $ 4 $ — $ 13

Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date.

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Changes in net periodic pension expense may occur in the future due to changes in the Company’s expected rate of return on plan assets and discount rate resulting from economic events.

The following table highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant:

The following table

highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant:

Changes in Assumption Impact on Annual

7 unchanged sentences

0.25 percentage point increase in expected rate of return on assets Decrease $2 million

Fiscal 2025 net periodic pension expense for the Company’s pension plans is expected to decrease to approximately $35 million primarily due to an improvement of funded status.

Fiscal 2026 net periodic pension expense for the Company’s pension plans is expected to be approximately $35 million, consistent with the amount recognized in fiscal 2025.

Legal Matters

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Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:

• evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;

• declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies’ ability to accurately reflect actual viewership levels;

• evolving technologies and distribution platforms and offerings and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;

• declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving digital advertising market , major sports events and election cycles, and audience measurement methodologies’ ability to accurately reflect actual multiplatform viewership levels;

• further declines in the number of subscribers to MVPD services;

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• 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 inability to realize the anticipated benefits of the Company’s acquisitions, investments and other strategic initiatives, and the effects of any combination or significant acquisition, disposition or other similar transaction involving the Company;

• the loss of key personnel;

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• 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;

• changes in tax, federal communications or other laws, regulations, practices or the interpretation or enforcement thereof;

• the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;

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• the Company’s ability to secure additional capital on acceptable terms;

• the impact of widespread health emergencies or pandemics and measures to contain their spread;

• the other risks and uncertainties detailed in Item 1A.

• the other risks and uncertainties detailed in Part I, Item 1A.

“Risk Factors” in this Annual Report.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis