Fox Corporation

“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”

“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”

“Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies”

“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”

“Advertising revenue primarily includes (i) sales of commercial time within the Company’s network programming and (ii) sales of advertising on the Company’s owned and operated television stations and various digital properties.”

“advertising-supported video-on-demand (“AVOD”) service Tubi”

“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.”

“Credible is a U.S. consumer finance marketplace.”

“Corporate and Other principally consists of FOX One, the Company’s direct-to-consumer subscription streaming service launched in August 2025”

“These services include LiveNOW from FOX, which offers 24/7 live streaming news coverage; FOX Local Streams, a group of FAST services that offer live and recorded content from 17 FOX-owned and operated local television stations; and FOX Soul, a service dedicated to the African American viewer”

“U.S.$2,274 $3,052 $2,097 Foreign4 9 7”

“For fiscal 2026, the Company generated revenues of $17 billion, of which approximately 47% was generated from distribution revenue, approximately 43% was generated from advertising, and approximately 10% was generated from other operating activities.”

“TOTAL38.7% Source: Nielsen, January 2026”

“FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger.”

“our networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games”

“premium programming that focus on live and “appointment-based” content, a significant presence in major markets and broad distribution of its content across traditional and digital platforms, including FOX One”

“the lenders provided $12.0 billion of commitments ($11.0 billion of which is available as of June 30, 2026) to provide senior unsecured bridge loans (the “Bridge Facility”) and a term loan credit agreement under which the lenders committed to provide a $1.0 billion senior unsecured term loan facility”

“representing, as of June 30, 2026, approximately 38.8% of the voting power of the FOX Class B Common Stock entitled to vote”

“The Company is party to a separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company’s relationship with 21CF and Disney following the Disney Transaction.”

“The Company incurred advertising expenses of $895 million, $694 million and $646 million for fiscal 2026, 2025 and 2024, respectively.”

“As of June 30, 2026, the Company had $48 million of tax attributes from net operating loss carryforwards available to offset future taxable income.”

“The target asset allocation on June 30, 2026 is 32% return seeking assets and 68% liability hedging assets which approximates the actual asset allocation as of June 30, 2026.”

“The Federal Communications Commission (the “FCC”) applies a discount (the “UHF Discount"), which attributes only 50% of the television households in a local television market to the audience reach of a UHF television station for purposes of calculating whether that station’s owner complies with the national station ownership cap”

“The regulatory approval process (including if regulatory or governmental authorities seek to impose any terms, conditions, obligations or restrictions as a condition to approval) may lead to lengthy negotiations, jeopardize or delay completion of the Merger or negatively impact its anticipated benefits.”

“FOX is incurring a significant amount of debt in connection with the Merger, which could have significant consequences, including: increasing the Company’s vulnerability to adverse changes in economic or industry conditions”

“Any labor disputes that occur in any such league (such as any dispute following the expiration of the MLB collective bargaining agreement in December 2026) may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues”

“ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services”

“the Company recorded non-cash impairment charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses”

“These developments include recent advances in AI and large language model applications, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections”