Fox Corporation

10/30/2025 | Press release | Distributed by Public on 10/30/2025 06:53

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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") 2025 as filed with the SEC on August 6, 2025 (the "2025 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 months ended September 30, 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 months ended September 30, 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 three months ended September 30, 2025 and 2024, as well as a discussion of the Company's outstanding debt and commitments, both firm and contingent, that existed as of September 30, 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 2025 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 and 11 are affiliated with MyNetworkTV. The segment also includes various production companies that produce content for the Company and third parties.
The Credible and the FOX Studio Lot operating segments do not meet the criteria under U.S. generally accepted accounting principles ("GAAP") to be separately reported as a reportable segment or aggregated with other operating segments, and as such are presented as part of Corporate and Other, which is not a reportable segment. Corporate and Other principally consists of FOX One, the Company's direct-to-consumer subscription
streaming service launched in August 2025, Credible, the FOX Studio Lot and corporate overhead costs. 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 months ended September 30, 2025 versus the three months ended September 30, 2024.
The following table sets forth the Company's operating results for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024:
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Revenues
Distribution(a)
$ 1,915 $ 1,868 $ 47 3 %
Advertising 1,412 1,329 83 6 %
Content and other 411 367 44 12 %
Total revenues 3,738 3,564 174 5 %
Operating expenses (2,084) (2,018) (66) (3) %
Selling, general and administrative (589) (502) (87) (17) %
Depreciation and amortization (98) (91) (7) (8) %
Restructuring, impairment and other corporate matters 8 (26) 34 **
Equity (losses) earnings of affiliates (1) 3 (4) **
Interest expense, net (50) (50) - - %
Non-operating other, net (125) 233 (358) **
Income before income tax expense 799 1,113 (314) (28) %
Income tax expense (190) (281) 91 32 %
Net income 609 832 (223) (27) %
Less: Net income attributable to noncontrolling interests (10) (5) (5) (100) %
Net income attributable to Fox Corporation stockholders $ 599 $ 827 $ (228) (28) %
(a)
The Company generates distribution revenue from agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company's owned and operated television stations and from subscription fees for the Company's direct-to-consumer streaming services. In addition, the Company generates distribution revenue from agreements with independently owned television stations that are affiliated with the FOX Network.
** not meaningful
Overview
For the three months ended September 30, 2025 and 2024
The Company's revenues increased $174 million or 5% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. The increase of $47 million or 3% in distribution 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 $155 million, partially offset by the approximately $110 million impact of a lower average number of subscribers. The increase of $83 million or 6% in advertising revenue was primarily due to the approximately $185 million impact principally due to continued digital growth led by the Tubi AVOD service,
higher news pricing and higher sports pricing and ratings, partially offset by the approximately $100 million impact of lower political advertising revenue due to the absence of the 2024 presidential and congressional elections. The increase of $44 million or 12% in content and other revenues was primarily due to higher entertainment content revenue and higher sports sublicensing revenue.
Operating expenses increased $66 million or 3% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, primarily due to the approximately $80 million impact of higher entertainment programming rights amortization and digital content costs. This increase was offset by approximately $15 million primarily due to lower sports programming rights amortization and lower newsgathering costs led by the absence of the 2024 presidential election.
Selling, general and administrative expenses increased $87 million or 17% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, primarily due to costs associated with the marketing of the launch of FOX One and 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."
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 of 24% for the three months ended September 30, 2025 was higher than the statutory rate of 21% primarily due to state taxes partially offset by other permanent items.
The Company's tax provision and related effective tax rate of 25% for the three months ended September 30, 2024 was higher than the statutory rate of 21% primarily due to state taxes.
Net income-Net income decreased $223 million or 27% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, primarily due to a change in fair value of the Company's investments in equity securities, partially offset by lower 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. Intersegment transactions principally relate to the sublicensing of sports content, direct-to-consumer streaming services and rental of studio and administrative space, which are recorded consistently with the recognition of transactions with third parties and are eliminated in consolidation.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense. Effective July 1, 2025, the Company no longer removes the impact of amortization of cable distribution investments when calculating Segment EBITDA. Prior periods were not restated as the impact of the change is immaterial to the calculation. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company's operating segments because it is the primary measure used by the Company's chief operating decision maker, the Chief Executive Officer, to monitor actual versus budget and prior fiscal year financial results, forecast future periods and perform competitive analyses to evaluate performance and allocate resources.
The following tables set forth the Company's Revenues and Segment EBITDA for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024:
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Revenues
Cable Network Programming $ 1,662 $ 1,597 $ 65 4 %
Television 2,050 1,953 97 5 %
Corporate and Other 89 65 24 37 %
Eliminations (63) (51) (12) (24) %
Total revenues $ 3,738 $ 3,564 $ 174 5 %
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Segment EBITDA
Cable Network Programming $ 800 $ 748 $ 52 7 %
Television 399 372 27 7 %
Corporate and Other (134) (72) (62) (86) %
Adjusted EBITDA(a)
$ 1,065 $ 1,048 $ 17 2 %
(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(44% and 45% of the Company's revenues for the first three months of fiscal 2026 and 2025, respectively)
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Revenues
Distribution $ 1,090 $ 1,062 $ 28 3 %
Advertising 345 321 24 7 %
Content and other 227 214 13 6 %
Total revenues 1,662 1,597 65 4 %
Operating expenses (703) (702) (1) - %
Selling, general and administrative (159) (151) (8) (5) %
Amortization of cable distribution investments - 4 (4) (100) %
Segment EBITDA $ 800 $ 748 $ 52 7 %
For the three months ended September 30, 2025 and 2024
Revenues at the Cable Network Programming segment increased $65 million or 4% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $28 million or 3% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $24 million or 7% in advertising revenue was primarily due to higher news pricing partially offset by
the absence of the broadcast of CONMEBOL Copa América in the current year. The increase of $13 million or 6% in content and other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $52 million or 7% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $1 million primarily due to higher sports programming rights amortization and production costs led by international soccer rights acquired in the current year. This increase was largely offset by lower newsgathering costs led by the absence of the 2024 presidential election. Selling, general and administrative expenses increased $8 million or 5% primarily due to higher employee costs.
Television(55% of the Company's revenues for the first three months of fiscal 2026 and 2025)
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Revenues
Advertising $ 1,067 $ 1,008 $ 59 6 %
Distribution 821 806 15 2 %
Content and other 162 139 23 17 %
Total revenues 2,050 1,953 97 5 %
Operating expenses (1,385) (1,333) (52) (4) %
Selling, general and administrative (266) (248) (18) (7) %
Segment EBITDA $ 399 $ 372 $ 27 7 %
For the three months ended September 30, 2025 and 2024
Revenues at the Television segment increased $97 million or 5% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, due to higher advertising, distribution and content and other revenues. The increase of $59 million or 6% in advertising revenue was primarily due to continued digital growth led by the Tubi AVOD service and higher sports pricing and ratings led by the National Football League, partially offset by lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. The increase of $15 million or 2% in distribution 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 $23 million or 17% in content and other revenues was primarily due to higher entertainment content revenue led by the timing of deliveries.
Television Segment EBITDA increased $27 million or 7% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $52 million or 4% primarily due to higher entertainment programming rights amortization and higher digital content costs. This increase was partially offset by lower sports programming rights amortization primarily due to the absence of WWE and the broadcast of the Union of European Football Associations European Championship. Selling, general and administrative expenses increased $18 million or 7% primarily due to higher employee costs.
Corporate and Other
For the three months ended September 30,
2025 2024 Change % Change
(in millions, except %) Better/(Worse)
Revenues $ 89 $ 65 $ 24 37 %
Operating expenses (45) (20) (25) **
Selling, general and administrative (178) (117) (61) (52) %
Segment EBITDA $ (134) $ (72) $ (62) (86) %
** not meaningful
For the three months ended September 30, 2025 and 2024
Revenues within Corporate and Other for the three months ended September 30, 2025 and 2024 include revenues generated by Credible, the operation of the FOX Studio Lot and distribution revenue at FOX One. Operating expenses for the three months ended September 30, 2025 and 2024 include advertising and promotional expenses at Credible and costs associated with the launch of FOX One. Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 primarily relate to employee costs, professional fees, FOX One marketing costs and the costs of operating the FOX Studio Lot. Corporate and Other EBITDA decreased $62 million or 86% for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, primarily due to costs associated with the launch of FOX One, led by marketing costs, which more than offset related distribution revenue.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense. Effective July 1, 2025, the Company no longer removes the impact of amortization of cable distribution investments when calculating Adjusted EBITDA. Prior periods were not restated as the impact of the change is immaterial to the calculation.
Management believes that information about Adjusted EBITDA assists all users of the Company's Financial Statements by allowing them to evaluate changes in the operating results of the Company's portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company's business and its enterprise value against historical data and competitors' data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant 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 months ended September 30, 2025, as compared to the three months ended September 30, 2024:
For the three months ended September 30,
2025 2024
(in millions)
Net income $ 609 $ 832
Add
Amortization of cable distribution investments - 4
Depreciation and amortization 98 91
Restructuring, impairment and other corporate matters (8) 26
Equity losses (earnings) of affiliates 1 (3)
Interest expense, net 50 50
Non-operating other, net 125 (233)
Income tax expense 190 281
Adjusted EBITDA $ 1,065 $ 1,048
The following table sets forth the computation of Adjusted EBITDA for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.
For the three months ended September 30,
2025 2024
(in millions)
Revenues $ 3,738 $ 3,564
Operating expenses (2,084) (2,018)
Selling, general and administrative (589) (502)
Amortization of cable distribution investments - 4
Adjusted EBITDA $ 1,065 $ 1,048
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
The Company has approximately $4.4 billion of cash and cash equivalents as of September 30, 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 September 30, 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 (used in) provided by operating activities for the three months ended September 30, 2025 and 2024 was as follows (in millions):
For the three months ended September 30,
2025 2024
Net cash (used in) provided by operating activities $ (130) $ 158
The change in net cash (used in) provided by operating activities during the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to lower political advertising receipts due to the absence of the 2024 presidential and congressional elections, higher sports and entertainment programming payments and higher tax payments, partially offset by higher Segment EBITDA.
Net cash used in investing activities for the three months ended September 30, 2025 and 2024 was as follows (in millions):
For the three months ended September 30,
2025 2024
Net cash used in investing activities $ (255) $ (78)
The increase in net cash used in investing activities during the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to an increase in the Company's investments and capital expenditures.
Net cash used in financing activities for the three months ended September 30, 2025 and 2024 was as follows (in millions):
For the three months ended September 30,
2025 2024
Net cash used in financing activities $ (598) $ (347)
The increase in net cash used in financing activities during the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to the Company's purchase of noncontrolling interest.
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 $0.28per share on both the Class A Common Stock and the Class B Common Stock during the three months ended September 30, 2025, which was paid on September 24, 2025. The Companyexpects 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 September 30, 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 2025 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; (v) future share repurchases; and (vi) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words.
Although the Company's management believes that the expectations reflected in any of the Company's forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause the Company's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:
•evolving technologies and distribution platforms and 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;
•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 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;
•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 interpretation or enforcement 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; and
•the other risks and uncertainties detailed in Part I, Item 1A. "Risk Factors" in the 2025 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.
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