Fox Corp

Previous wording

•Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred during the three and nine months ended March 31, 2026 and 2025 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

Current wording

•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, 2026 and 2025 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

Previous wording

•Results of Operations—This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2026 and 2025. 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.

Current wording

•Results of Operations—This section provides an analysis of the Company’s results of operations for the three months ended September 30, 2026 and 2025. 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.

Previous wording

•Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2026 and 2025, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of March 31, 2026. 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.

Current wording

•Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for the three months ended September 30, 2026 and 2025, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of September 30, 2026. 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.

Previous wording

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. Credible is a U.S. consumer finance marketplace. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility.

Current wording

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, Credible, the FOX Studio Lot and corporate overhead costs. Credible is a U.S. consumer finance marketplace. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility.

Previous wording

Results of Operations—For the three and nine months ended March 31, 2026 versus the three and nine months ended March 31, 2025.

Current wording

Results of Operations—For the three months ended September 30, 2026 versus the three months ended September 30, 2025.

Previous wording

The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2026, as compared to the three and nine months ended March 31, 2025:

Current wording

The following table sets forth the Company’s operating results for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

Previous wording

Television Segment EBITDA increased $96 million or 15% for the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $549 million or 9% primarily due to lower sports programming amortization led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by higher NFL costs, including the broadcast of an additional NFL postseason game, and higher digital content costs. Selling, general and administrative expenses increased $19 million or 2% primarily due to higher employee costs, partially offset by lower legal costs.

Current wording

Selling, general and administrative expenses increased $15 million or 3% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, primarily due to higher employee costs, partially offset by lower legal costs.

Previous wording

Interest expense, net—Interest expense, net increased $11 million and $29 million or 20% and 16% for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding period of fiscal 2025, primarily due to lower interest income as a result of lower average cash and cash equivalent balances, partially offset by a lower average amount of debt outstanding.

Current wording

Interest expense, net—Interest expense, net increased $30 million or 60% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, primarily due to lower interest income as a result of lower interest rates and lower average cash and cash equivalent balances.

Previous wording

Income tax expense—The Company’s tax provision and related effective tax rate of 26% and 24% for the three and nine months ended March 31, 2026, respectively, was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.

Current wording

Income tax expense—The Company’s tax provision and related effective tax rate of 25% for the three months ended September 30, 2026, was higher than the statutory rate of 21% primarily due to state taxes and a valuation allowance recorded against capital losses on investments.

Previous wording

The Company's tax provision and related effective tax rate of 25% for the three and nine months ended March 31, 2025 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.

Current wording

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.

Previous wording

Net income—Net income decreased $179 million or 51% and $543 million or 34% for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025, primarily due to a change in fair value of the Company’s investments in equity securities, partially offset by higher Segment EBITDA (as defined below) and, for the nine months ended March 31, 2026, lower legal settlement and other costs associated with the discontinuation of Venu Sports in fiscal 2025. These changes resulted in lower income before income tax expense and a corresponding lower provision for income tax.

Current wording

Net income—Net income increased $348 million or 57% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, primarily due to higher Segment EBITDA (as defined below), partially offset by a change in fair value of the Company’s investments in equity securities and amortization related to the Company’s FCC licenses (See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “Critical accounting policies and estimates”). These changes resulted in higher income before income tax expense and a corresponding higher provision for income tax.

Previous wording

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.

Current wording

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. 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.

Previous wording

The following tables set forth the Company’s Revenues and Segment EBITDA for the three and nine months ended March 31, 2026, as compared to the three and nine months ended March 31, 2025:

Current wording

The following tables set forth the Company’s Revenues and Segment EBITDA for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

Previous wording

Cable Network Programming (44% and 41% of the Company’s revenues for the first nine months of fiscal 2026 and 2025, respectively)

Current wording

Cable Network Programming (39% and 44% of the Company’s revenues for the first three months of fiscal 2027 and 2026, respectively)

Previous wording

Revenues at the Cable Network Programming segment increased $105 million or 6% for the three months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $64 million or 5% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $18 million or 5% in advertising revenue was primarily due to sports programming and higher news pricing partially offset by lower ratings. The increase of $23 million or 24% in content and other revenues was primarily due to higher sports sublicensing revenue.

Current wording

Revenues at the Cable Network Programming segment increased $141 million or 8% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $110 million or 10% primarily due to higher average rates per subscriber and an increase in the average number of subscribers. The increase of $28 million or 8% in advertising revenue was primarily due to higher sports advertising revenue including the broadcast of the FIFA Men’s World Cup, partially offset by lower digital news advertising revenue.

Previous wording

Cable Network Programming Segment EBITDA increased $6 million or 1% for the three months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $101 million or 17% primarily due to higher sports programming rights amortization led by expanded international soccer rights. Selling, general and administrative expenses decreased $3 million or 2% primarily due to lower legal costs.

Current wording

Cable Network Programming Segment EBITDA increased $59 million or 7% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $90 million or 13% primarily due to higher sports programming rights amortization and production costs led by soccer rights, including the broadcast of the FIFA Men’s World Cup, and higher news programming costs. Selling, general and administrative expenses decreased $8 million or 5% primarily due to lower legal costs.

Previous wording

Television (56% and 59% of the Company’s revenues for the first nine months of fiscal 2026 and 2025, respectively)

Current wording

Television (59% and 55% of the Company’s revenues for the first three months of fiscal 2027 and 2026, respectively)

Previous wording

Revenues at the Television segment decreased $434 million or 6% for the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, due to lower advertising and content and other revenues, partially offset by higher distribution revenue. The decrease of $437 million or 9% in advertising revenue was primarily due to sports programming led by the absence of the February 2025 broadcast of Super Bowl LIXpartially offset by the broadcast of additional NFL and MLB postseason games and higher pricing. Also contributing to this decrease was lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. These decreases were partially offset by continued digital growth led by the Tubi AVOD service. The increase of $10 million in distribution revenue was 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 decrease of $7 million or 1% in content and other revenues was primarily due to lower entertainment production services revenue led by the timing of deliveries.

Current wording

Revenues at the Television segment increased $663 million or 32% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, due to higher advertising and distribution revenues, partially offset by lower content and other revenues. The increase of $641 million or 60% in advertising revenue was primarily due to sports programming led by the broadcast of the FIFA Men’s World Cup and higher pricing partially offset by the timing of NFL games and lower ratings. Also contributing to this increase was higher political advertising revenue principally due to the November 2026 U.S. midterm elections and continued digital growth led by the Tubi AVOD service. The increase of $29 million or 4% in distribution revenue was primarily due to higher average rates per subscriber at the Company’s owned and operated television stations and a higher average number of subscribers. The decrease of $7 million or 4% in content and other revenues was primarily due to lower entertainment content revenue.

Previous wording

Cable Network Programming Segment EBITDA increased $88 million or 4% for the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $174 million or 7% primarily due to higher sports programming rights amortization led by expanded international soccer rights. This increase was partially offset by lower newsgathering costs due to the absence of the 2024 presidential election. Selling, general and administrative expenses increased $9 million or 2% primarily due to higher technology costs, partially offset by lower legal costs.

Current wording

Television Segment EBITDA increased $535 million for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $111 million or 8% primarily due to higher sports programming rights amortization and production costs led by the broadcast of the FIFA Men’s World Cuppartially offset by lower NFL costs, driven by the timing of games. Also contributing to this increase was higher digital content costs, partially offset by lower entertainment programming rights amortization. Selling, general and administrative expenses increased $17 million or 6% primarily due to higher employee costs.

Previous wording

Revenues within Corporate and Other for the three and nine months ended March 31, 2026 and 2025 include distribution revenue at FOX One and revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for the three and nine months ended March 31, 2026 and 2025 include costs associated with the launch of FOX One and advertising and promotional expenses at Credible. Selling, general and administrative expenses for the three and nine months ended March 31, 2026 and 2025 primarily relate to employee costs, professional fees, costs associated with the launch of FOX One and the costs of operating the FOX Studio Lot.

Current wording

Revenues within Corporate and Other for the three months ended September 30, 2026 and 2025 include distribution revenue at FOX One and revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for the three months ended September 30, 2026 and 2025 include costs of operating the FOX One streaming service and advertising and promotional expenses at Credible. Selling, general and administrative expenses for the three months ended September 30, 2026 and 2025 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio Lot and FOX One streaming service.

Previous wording

Corporate and Other EBITDA decreased $39 million or 48% and $158 million or 67% for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025, primarily due to intercompany FOX branded content and marketing costs associated with the launch of FOX One, which more than offset related distribution revenue.

Current wording

Corporate and Other EBITDA decreased $18 million or 13% for the three months ended September 30, 2026, respectively, as compared to the corresponding period of fiscal 2026, primarily due to intercompany FOX branded content and marketing costs at the FOX One streaming service, which more than offset related distribution revenue.

Previous wording

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.

Current wording

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.

Previous wording

The following table reconciles Net income to Adjusted EBITDA for the three and nine months ended March 31, 2026, as compared to the three and nine months ended March 31, 2025:

Current wording

The following table reconciles Net income to Adjusted EBITDA for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

Previous wording

The following table sets forth the computation of Adjusted EBITDA for the three and nine months ended March 31, 2026, as compared to the three and nine months ended March 31, 2025:

Current wording

The following table sets forth the computation of Adjusted EBITDA for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

Previous wording

The Company has approximately $3.6 billion of cash and cash equivalents as of March 31, 2026 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 global capital markets, subject to market conditions.

Current wording

The Company has approximately $4.5 billion of cash and cash equivalents as of September 30, 2026 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 5—Borrowings to the accompanying Financial Statements). In addition, the Company can draw on the Term Loan Facility and commitments under the Bridge Facility to finance the cash portion of the Merger consideration (See Note 2—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements). The Company also has access to global capital markets, subject to market conditions. As of September 30, 2026, the Company was in compliance with all of the covenants under the Company’s facilities, and it does not anticipate any noncompliance with such covenants.

Previous wording

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.

Current wording

In addition to the transactions disclosed within Note 2—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company’s securities or the assumption of additional indebtedness.

Previous wording

Net cash provided by operating activities for the nine months ended March 31, 2026 and 2025 was as follows (in millions):

Current wording

Net cash provided by (used in) operating activities for the three months ended September 30, 2026 and 2025 was as follows (in millions):

Previous wording

The decrease in net cash provided by operating activities during the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, was primarily due to lower advertising receipts due to the absence of Super Bowl LIXand the 2024 presidential and congressional elections and higher sports programming payments.

Current wording

The change in net cash provided by (used in) operating activities during the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, was primarily due to the FIFA Men’s World Cup in the current year, higher political advertising receipts and lower entertainment programming payments, partially offset by higher sports programming payments.

Previous wording

Net cash used in investing activities for the nine months ended March 31, 2026 and 2025 was as follows (in millions):

Current wording

Net cash used in investing activities for the three months ended September 30, 2026 and 2025 was as follows (in millions):

Previous wording

The increase in net cash used in investing activities during the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, was primarily due to an increase in the Company’s investments and capital expenditures, partially offset by a decrease in the Company’s acquisitions.

Current wording

The decrease in net cash used in investing activities during the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, was primarily due to a decrease in the Company’s investments partially offset by an increase in the Company’s capital expenditures.

Previous wording

Net cash used in financing activities for the nine months ended March 31, 2026 and 2025 was as follows (in millions):

Current wording

Net cash used in financing activities for the three months ended September 30, 2026 and 2025 was as follows (in millions):

Previous wording

The increase in net cash used in financing activities during the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, was primarily due to activity under the stock repurchase program, including the $1.5 billion accelerated share repurchase transaction (See Note 6—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program”), and the Company’s purchase of noncontrolling interest.

Current wording

The decrease in net cash used in financing activities during the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, was primarily due to the absence of activity under the stock repurchase program and the purchase of noncontrolling interest in fiscal 2026.

Previous wording

The Company declared a semi-annual dividend of$0.28 per share on both the Class A Common Stock and the Class B Common Stock during thethree months ended March 31, 2026, which was paid on March 25, 2026.The Company expects to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors.

Current wording

The Company declared a semi-annual dividend of$0.29 per share on both the Class A Common Stock, par value$0.01 per share (the “Class A Common Stock”), and the Class B Common Stock, par value$0.01 per share (the “Class B Common Stock”)during thethree months ended September 30, 2026, which was paid on September 23, 2026. The Company expects to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors.

Previous wording

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.

Current wording

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 2026 Form 10-K, with the exception of the change related to the reassessment of the useful lives for the Company’s FCC licenses (See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “Critical accounting policies and estimates”).

Previous wording

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company’s financial performance; (ii) the Company’s plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.

Current wording

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) the Roku Transaction; (ii) future earnings, revenues or other measures of the Company’s financial performance; (iii) the Company’s plans, strategies and objectives for future operations; (iv) proposed new programming or other offerings; (v) future economic conditions or performance; and (vi) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “could,” “should,” “would,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.

Previous wording

•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;

Current wording

•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 the evolution of audience measurement methodologies;

Previous wording

•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;

Current wording

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

Previous wording

•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;

Current wording

•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;

Previous wording

•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;

Current wording

•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming and changes in the availability and use of satellite transmission spectrum;