Fox (FOXA) 10-K risk factor changes: FY2023 vs FY2022

Changes in consumer behavior and evolving technologies and distribution platforms [added: continue to challenge existing business models and] may adversely affect the Company's business, financial condition [removed: and] [added: or] results of operations.

Technological advancements have driven changes in consumer behavior as consumers [removed: seek] [added: now have] more control over when, where and how they consume content and have [removed: affected] [added: increased] advertisers' options for reaching their target audiences.

Consumer preferences have evolved towards SVOD and AVOD services and other direct-to-consumer [removed: offerings] [added: offerings,] and there has been a substantial increase in the availability of content with reduced advertising or without advertising at all.

In addition, [removed: consumers are increasingly using] [added: the increasing use of] time-shifting and advertising-skipping technologies such as DVRs that enable [removed: them] [added: viewers] to fast-forward or circumvent [removed: advertisements.][added: advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect our advertising revenues.]

Consumers are increasingly turning to [added: lower-cost] alternatives, including direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years.

The Company continues to focus on [added: investing in and] expanding its digital distribution offerings and direct engagement with consumers, including through [removed: TUBI,] [added: Tubi,] FOX Nation, FOX Weather and other offerings.

However, if the Company fails to protect and exploit the value of its content while responding to, and developing new technology and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition [removed: and] [added: or] results of operations.

In addition, [removed: pandemics,] [added: pandemics (such as the COVID-19 pandemic) and other widespread health emergencies,] natural and other disasters, acts of terrorism, wars, and political uncertainties and hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, [removed: disrupted] [added: disruptions in] programming and services [added: (in particular live event programming)] or reduced advertising spots due to pre-emptions.

Political advertising expenditures are impacted by the ability and willingness of candidates and [added: political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming.]

In addition, as described above, newer technologies and platforms are increasing the number of media and entertainment choices available to [removed: audiences.][added: audiences, changing the ways viewers enjoy content and enabling them to avoid advertisements.]

The pricing and volume of advertising may also be affected by shifts in spending [added: away from traditional media and] toward digital and mobile offerings, which can deliver targeted advertising more promptly, [removed: from traditional media,] or toward newer ways of purchasing advertising such as through automated purchasing, dynamic advertising [removed: insertion,] [added: insertion and] third parties selling local advertising spots and advertising [removed: exchanges, some or all of which may not be as beneficial to the Company as traditional advertising methods.][added: exchanges.]

Competitive pressures faced by MVPDs, particularly in light of [removed: the lower retail prices of streaming services,] [added: evolving consumer viewing patterns and distribution models,] could adversely affect the terms of our contract renewals with MVPDs.

There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the [removed: Company.][added: Company, or at all.]

If these arrangements are not renewed on favorable or commercially reasonable terms or at all, it could adversely affect the Company's revenues and [removed: operating results.][added: results of operations.]

The Company is exposed to risks associated with weak economic conditions [removed: (including the current inflationary environment)] and increased volatility and disruption in the financial markets.

[removed: The U.S. economy has experienced a period of weakness due to, among other things, the COVID-19 pandemic, which has] [added: Weak economic conditions have] had and may continue to have an adverse impact on the Company's business, financial condition and results of operations.

[removed: Factors] [added: Additional factors] that [removed: affect] [added: have affected] economic conditions [added: and the financial markets] include [removed: inflation,] [added: higher interest rates,] global supply chain disruptions, [removed: the rate of unemployment, the level of consumer confidence,] [added: unemployment rates,] changes in consumer spending [removed: habits, political and sociopolitical uncertainties and conflicts,] [added: habits] and potential changes in trade relationships between the U.S. and other countries.

The Company also faces risks associated with the impact of weak economic conditions [added: and disruption in the financial markets] on [added: third parties with which the Company does business, including] advertisers, affiliates, suppliers, wholesale distributors, retailers, [removed: insurers] [added: lenders, insurers, vendors, retailers, banks] and [removed: others with which it does business.][added: others.]

[removed: The COVID-19 pandemic and other widespread health emergencies or pandemics] [added: Any of the foregoing] could [removed: materially] adversely affect the Company's business, financial condition or results of [removed: operations.][added: operations.]

[removed: The COVID-19 pandemic and other widespread health emergencies or pandemics] [added: If they do, it] could have a material adverse [removed: effect] [added: impact] on the [removed: Company's] [added: Company’s] business, financial condition or results of operations.

The [removed: Company's businesses operate] [added: Company operates] in a highly competitive industry.

The Company competes with other companies for high-quality content to reach large audiences and [removed: to] generate advertising revenue.

The Company also competes for [added: advertisers' expenditures and] distribution on MVPDs and other third-party digital platforms.

Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; direct-to-consumer [removed: live] streaming [removed: platforms, SVOD] and [removed: AVOD services] [added: on-demand platforms] and [added: services;] mobile, gaming and social media platforms; audio programming; and print and other media.

In addition, [removed: some competitors that operate] [added: an increasing number of] SVOD services [removed: have introduced or are planning to introduce] [added: with] advertising-supported offerings [removed: that] may [removed: increase] [added: intensify] competition for audiences and/or advertising.

[removed: With respect to long-term contracts for sports programming rights, our] [added: Our] results of operations and cash flows over the term of a [removed: contract] [added: sports programming agreement] depend on a number of factors, including the strength of the advertising market, our audience size, the [added: timing and amount of our rights payments and our] ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the [removed: content, and the timing and amount of our rights payments.][added: content.]

There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition [removed: or consolidation] in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.

Our business [removed: is dependent] [added: depends] on the popularity of special sports events and the continued popularity of the sports leagues and teams for which we have programming rights.

Our operating results may be impacted in part by special events, such as the NFL's *Super Bowl*, which is broadcast on the FOX Network on a rotating basis with other networks, the MLB's *World Series* and the FIFA *World Cup*, which occurs every four years (for each of women and men), and other regular and post-season sports events [removed: delivered to consumers] [added: that air] on our broadcast television and cable networks.

Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing [removed: through] [added: on] our broadcast television and cable networks and the popularity of the competing teams.

[removed: For example, any decrease in the number of post-season games played in a] sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company.

There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition [removed: and] [added: or] results of operations.

A shortfall in the expected popularity of the sports events for which the Company has acquired [removed: rights,] [added: rights] or in the volume of sports programming the Company expects to [removed: distribute,] [added: distribute] could adversely affect the Company's advertising revenues in the near term and, over a longer period of time, [removed: adversely affect] [added: its] affiliate fee revenues.

We enter into long-term contracts for both the acquisition and [removed: the] distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other [removed: programs,] [added: content,] and contracts for the distribution of our programming to content distributors.

Moreover, the value of these agreements may [removed: also] be [added: negatively] affected by [removed: various league decisions and/or] [added: factors outside of our control, such as] league agreements [removed: that we may not be able to control, including a decision] [added: and decisions] to alter the number, frequency and timing of regular and post-season games played during a season.

The loss of rights or renewal on less favorable terms could [added: negatively] impact the quality or quantity of [removed: the Company's programs,] [added: our programming,] in particular [removed: the] [added: our] sports [removed: coverage offered by the Company, its cable networks, broadcast stations and affiliates to the FOX Network,] [added: programming,] and could adversely affect [removed: the Company's] [added: our] advertising and affiliate fee revenues.

[removed: Upon renewal, the Company's results could be adversely affected if] [added: If] escalations in programming rights costs [added: (together with our production and distribution costs)] are [removed: unmatched] [added: not offset] by increases in advertising and affiliate fee [removed: revenues.][added: revenues, our results of operations could be adversely affected.]

Acceptance of the Company's content by the public is difficult to predict, which could lead to fluctuations in [added: or adverse impacts on] revenues.

[removed: Television] [added: Programming] distribution is a speculative business since the revenues derived from the distribution of content [removed: depends] [added: depend] primarily [removed: upon] [added: on] its acceptance by the public, which is difficult to predict.

The commercial success of our programming also depends [removed: upon] [added: on] the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.

For example, during the COVID-19 pandemic some of the Company's advertisers reduced their spending, which had a negative impact on the Company’s advertising revenues, and similar events that adversely affect the Company's advertising revenues could occur again in the future.

These changes could negatively affect the attractiveness of the Company's offerings to advertisers.

These new methods may not be as beneficial to the Company as traditional advertising methods.

Prevailing economic conditions and the state of the financial markets affect various aspects of our business.

In recent years, the U.S. economy has experienced a period of weakness and the financial markets have experienced significant volatility as a result of the COVID-19 pandemic, declining economic growth, diminished availability of credit, declines in consumer confidence, concerns regarding high inflation, uncertainty about economic stability and political and sociopolitical uncertainties and conflicts.

For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, as described above, and increasing inflation raises our labor and other costs required to operate our business.

Increased volatility and weakness in the financial markets, the further tightening of credit markets or a decrease in our debt ratings assigned by ratings agencies could adversely affect our ability to cost-effectively refinance outstanding indebtedness or obtain new financing.

There can be no assurance that further weakening of economic conditions or volatility or disruption in the financial markets will not occur.

Consolidation among our competitors and other industry participants has increased, and may continue to do so, further intensifying competitive pressures.

Our competitors include companies with interests in multiple media businesses that are often vertically integrated, as well as companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.

These competitors could also have preferential access to important technologies, such as those that use artificial intelligence or competitive information, including customer data.

Our competitors may also enter into business combinations or partnerships that strengthen their competitive position.

For example, any decrease in the number of post-season games played in a

In prior years, a significant number of live sports events were cancelled or postponed due to the COVID-19 pandemic, which adversely affected our revenues and results of operations.

The negotiation of programming rights agreements for popular licensed programming, and popular licensed sports programming in particular, is complicated by the intensity of competition for these rights.

We may be unable to renew existing, or enter into new, programming rights agreements on terms that are favorable to us and we may be outbid by third parties and therefore unable to obtain the rights at all.

These revenues could also be negatively impacted if we do not obtain exclusive rights to the programming we distribute.

The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer, advertiser or business partner trust or a perception that the Company’s offerings, including its journalism, programming and other content, are low quality, unreliable or fail to attract and retain audiences.

The writers guild (“WGA”), screen actors guild (“SAG-AFTRA”) and directors guild (“DGA”) collective bargaining agreements expired in 2023.

The WGA members went on strike in May 2023 and the SAG-AFTRA members went on strike in July 2023.

In June 2023, the DGA announced that it had reached a tentative agreement with the Association of Motion Picture and Television Producers, which negotiates with the guilds on behalf of content producers.

When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred, such as the WGA and SAG-AFTRA strikes in the Spring and Summer of 2023, and further strikes, work stoppages or lockouts could occur in the future.

distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.

no assurance that we will not experience a material incident.

The FTC also has initiated a rulemaking proceeding regarding potential rules concerning the collection, use, disclosure and security of personal information.

voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.

See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these matters.

The Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.

The Company continues to believe the Smartmatic and other lawsuits alleging defamation or disparagement as well as related derivative lawsuits are without merit and intends to defend against them vigorously, including through any appeals.However, the outcome of these pending matters is subject to significant uncertainty, and it is possible that an adverse resolution of one or more of these pending matters could result in reputational harm and/or significant monetary damages, injunctive relief or settlement costs.

There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

In addition, regardless of merit or outcome, litigation and government investigations are time-consuming and costly to defend, divert management’s attention and resources away from our business, may result in reputational harm and may impair our ability to conduct our business.

In particular, the

The

As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry.

Substantial use of these technologies could impact the attractiveness of the Company's programming to advertisers and adversely affect our advertising revenues.

As described below, the COVID-19 pandemic has caused some of the Company's advertisers to reduce their spending in recent years, which has had a negative impact on the Company's advertising revenues.

political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming.

Some of these technologies and platforms allow users to view programming from a remote location or on a time-delayed basis and provide users the ability to fast-forward, rewind, pause and skip programming and advertisements, which could negatively affect the attractiveness of the Company's offerings to advertisers.

Increased volatility and disruptions in the financial markets could make it more difficult or expensive for the Company to refinance outstanding indebtedness and obtain new financing.

The financial markets can experience high levels of volatility and access to capital can be constrained for extended periods of time, and we cannot guarantee that the Company will be able to refinance outstanding indebtedness or obtain financing on terms that are acceptable to the Company or at all.

In addition, the Company's access to and cost of borrowing can be affected by the Company's short-term and long-term debt ratings assigned by ratings agencies.

If we are not successful in obtaining financing or incur significantly higher borrowing costs than contemplated, it may have a material adverse effect on our business, financial condition or results of operations.

Disruptions in the financial markets can also adversely affect the Company's lenders, insurers, customers and counterparties, including vendors, retailers and other partners.

The COVID-19 pandemic has resulted in widespread and continuing negative impacts on the macroeconomic environment and disruption to the Company's business.

COVID-19 had a significant negative impact on the Company's advertisers' spending in fiscal 2020, which has lessened in subsequent years; however, future declines in the economic prospects of advertisers or the economy in general could further negatively impact their advertising expenditures in the future.

Although the Company has not experienced meaningful subscriber declines due to the pandemic, a worsening of the pandemic could cause industry-wide changes in consumer behavior, such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, which could adversely affect the Company's future affiliate fee and advertising revenues.

The Company's business depends on the volume and popularity of the content it distributes.

Particularly in fiscal 2020 and fiscal 2021, COVID-19 caused cancellations and postponements of live sports events to which the Company had broadcast rights and suspensions of the production of certain entertainment content.

These content disruptions adversely affected the Company's advertising and affiliate revenues and operating expenses.

If there are similar disruptions in the future, there could be additional adverse impacts on such revenues or operating expenses.

In addition, a significant decline in the Company's estimated revenues or the expected popularity of its programming could lead to a downward revision in the value of, among other things, the Company's indefinite-lived intangible assets, programming rights and long-lived assets and result in a non-cash impairment charge that is material to the Company's reported net earnings.

The magnitude of the continuing impact of COVID-19 and its variants remains uncertain and subject to change and will depend on evolving factors the Company may be unable to control or accurately predict.

These include the duration and scope of the pandemic; the duration and extent of its impact on global and regional economies and economic activity; the effect of governmental actions; the impact of the pandemic on the health, well-being and productivity of the Company's employees and the Company's ability to conduct its operations; and potential changes in consumer behavior.

The consolidation of advertising agencies, distributors and television service providers also has increased their negotiating leverage and made competition for audiences, advertising revenue, and distribution more intense.

Entering into or renewing contracts for programming rights or acquiring additional rights may result in increased costs to the Company.

There can be no assurance that revenue from acquired rights contracts will exceed our costs for the rights, as well as the other costs of producing and distributing the programming.

Additionally, increased competition for the sale of sports event advertising time with other television networks, stations and other advertising platforms, such as digital media, audio and print, may adversely affect the Company's revenues and operating results.

In addition, competition for popular programming rights, and sports programming rights in particular, that are licensed from third parties is intense, and the licenses have varying duration and renewal terms.

As these contracts expire, we may seek renewals on favorable terms; however, third parties may outbid us for the rights contracts.

In addition, if the Company does not obtain exclusive rights to the programming it distributes, it could negatively impact the Company's advertising and affiliate fee revenues.

Competition for popular content, particularly sports and entertainment programming, is intense, and the

Company may need to increase the price it pays for popular content rights.

These investments may not be successful.

The Company's broadcast television stations and cable networks

deliver programming with highly regarded on-air talent who are important to attracting and retaining audiences for the distributed news, sports and entertainment content.

If the Company fails to retain or attract these personalities and talent or they lose their current audiences or advertising partners, the Company's business, financial condition and results of operations could be adversely affected.

If the Company or its partners are unable to renew expiring collective bargaining agreements, the affected unions could take action in the form of strikes or work stoppages.

costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

For example, California, Virginia, Utah and Connecticut have passed legislation imposing

Violation of the FCC's indecency rules

If these matters are adversely resolved, we may be required to recognize additional charges to our

Furthermore, the adoption of the stockholder rights agreement prevents, unless the Company's board of directors otherwise determines at the time, other potential stockholders from acquiring a similar ownership position in the Company's Class B Common Stock and, accordingly, could prevent a meaningful challenge to the Murdoch Family Trust's influence over matters submitted for stockholder approval.

liabilities.

[removed: *together] [added: This section should be read together] with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

[removed: On March 19, 2019, the Company] [added: FOX] became a standalone publicly traded company [removed: through the pro rata distribution by] [added: on March 19, 2019, when] Twenty-First Century Fox, Inc. [removed: ("21CF") of all of] [added: (“21CF”) spun off] the [removed: issued and outstanding common stock of FOX] [added: Company] to 21CF stockholders [removed: (other than holders that were subsidiaries of 21CF) (the "Distribution") in accordance with the Amended] and [removed: Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, the Company's] [added: FOX's] Class A Common Stock, par value $0.01 per share (the [removed: "Class] [added: “Class] A Common [removed: Stock"),] [added: Stock”),] and Class B Common Stock, par value $0.01 per share (the [removed: "Class] [added: “Class] B Common [removed: Stock"] [added: Stock”] and, together with the Class A Common Stock, the [removed: "Common Stock")] [added: “Common Stock”)] began trading independently on The Nasdaq Global Select [removed: Market.][added: Market (the “Transaction”).]

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

The Separation and the [removed: Distribution] [added: Transaction] were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the [removed: "21CF] [added: “21CF] Disney Merger [removed: Agreement"),] [added: Agreement”),] by and among 21CF, Disney and certain subsidiaries of Disney.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the [removed: Distribution,] [added: Transaction,] the Company paid [removed: to] 21CF a dividend [removed: in the amount of $8.5 billion] (the [removed: "Dividend").][added: “Dividend”) for the estimated taxes associated with the Transaction.]

The final determination of the taxes [added: included an estimated $5.8 billion] in respect of the Separation and the [removed: Distribution] [added: Transaction] for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and [removed: a prepayment of the] [added: an] estimated [removed: taxes] [added: $700 million prepayment] in respect of divestitures (collectively, the [removed: "Transaction Tax") was $6.5 billion.][added: “Transaction Tax”).]

[removed: The] [added: Included in the] Transaction Tax [removed: included a prepayment of] [added: was] the [removed: Company's] [added: Company’s] share of the estimated tax liabilities [removed: resulting from] [added: of $700 million related to] the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks [removed: ("RSNs"),] [added: (“RSNs”),] which [removed: were sold by] Disney [added: sold] during calendar year 2019 [removed: ("Divestiture Tax").][added: (“Divestiture Tax”).]

[removed: Any] [added: The balance of the Divestiture Tax is subject to adjustment in the future, but any] such adjustment is not expected to have a material impact on the [added: financial] results of the Company.

During [removed: the first quarter of] fiscal 2021, the Company and Disney reached an agreement to settle the majority of the [removed: prepaid] Divestiture Tax and the Company received $462 million from Disney as reimbursement of the [removed: Company's] [added: Company’s] prepayment based upon the sales price of the RSNs.

As a result of the Separation and the [removed: Distribution,] [added: Transaction,] which was a taxable transaction for which [removed: the] [added: an] estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values.

This resulted in estimated annual tax deductions of approximately $1.5 billion, [removed: principally] [added: which is expected to continue] over the next several years [removed: related] [added: due] to the amortization of the additional tax basis.

This amortization is estimated to reduce the [removed: Company's annual] [added: Company’s fiscal 2023] cash tax liability by [removed: $370] [added: approximately $360] million [removed: per year] at the current combined federal and state applicable tax rate of approximately [removed: 25%.][added: 24%.]

In connection with the Separation, the Company entered into [removed: several agreements that govern certain aspects of] [added: a tax matters agreement among] the [removed: Company's relationship with 21CF and] [added: Company,] Disney [removed: following the Separation, including] [added: and 21CF which governs] the [removed: Separation Agreement] [added: parties’ respective rights, responsibilities] and [removed: a] [added: obligations with respect to certain] tax [removed: matters agreement.][added: matters.]

- Overview of the [removed: Company's] [added: Company’s] Business—This section provides a general description of the [removed: Company's] [added: Company’s] businesses, as well as developments that occurred either during the fiscal year ended June 30, [removed: ("fiscal") 2022] [added: (“fiscal”) 2023] or early fiscal [removed: 2023] [added: 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 [removed: Company's] [added: Company’s] results of operations for fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

- Liquidity and Capital Resources—This section provides an analysis of the [removed: Company's] [added: Company’s] cash flows for fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] as well as a discussion of the [removed: Company's] [added: Company’s] outstanding debt and commitments, both firm and contingent, that existed as of June 30, [removed: 2022.][added: 2023.]

For fiscal [removed: 2022,] [added: 2023,] the Company generated revenues of [removed: $14.0] [added: $14.9] billion, of which approximately [removed: 49%] [added: 47%] was generated from affiliate fees, approximately [removed: 42%] [added: 44%] was generated from advertising, and approximately 9% was generated from other operating activities.

U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from [removed: traditional] MVPDs that carry the [removed: Company's] [added: Company’s] broadcast signals.

These technological advancements have driven changes in consumer behavior as consumers [removed: seek] [added: now have] more control over when, where and how they consume content.

Consumer preferences have evolved toward [added: lower cost] alternatives, including direct-to-consumer offerings.

At the same time, technological changes have [removed: affected advertisers'] [added: increased advertisers’] options for reaching their target audiences.

Also impacting the increase was the absence of prior year affiliate fee credits as a result of the [removed: coronavirus disease 2019 ("COVID-19")] [added: COVID-19] related under-delivery of college football games.

Operating expenses increased 13% for fiscal 2022, as compared to fiscal 2021, primarily due to higher sports programming rights amortization and production costs related to NFL, [removed: Major League Baseball ("MLB")] [added: MLB] and college football content, including a higher number of live events due to the impact of COVID-19 in fiscal 2021.

Interest expense, net—Interest expense, net decreased 5% for fiscal 2022, as compared to fiscal 2021, primarily due to the repayment of $750 million of senior notes in January [removed: 2022 (See Note 9— Borrowings to the accompanying Financial Statements).][added: 2022.]

Net income—Net income decreased 44% for fiscal 2022, as compared to fiscal 2021, primarily due [added: to] the change in fair value of the [removed: Company's] [added: Company’s] investment in Flutter Entertainment plc and the absence of the reimbursement from Disney of $462 million related to the substantial settlement of the [removed: Company's] [added: Company’s] prepayment of its share of the Divestiture Tax, which occurred during fiscal 2021 (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading [removed: "Other, net").][added: “Other, net”).]

Results of Operations—Fiscal [removed: 2021] [added: 2023] versus Fiscal [removed: 2020][added: 2022]

The following table sets forth the [removed: Company's] [added: Company’s] operating results for fiscal [removed: 2021,] [added: 2023,] as compared to fiscal [removed: 2020:][added: 2022:]

| Operating expenses | | | [removed: (8,037)] [added: (58)] | | | | | | [removed: (7,807)] [added: (91)] | | | | | | [removed: (230)] [added: 33] | | | | | | [removed: (3)] [added: 36] | | % |

| Selling, general and administrative | | | [removed: (1,807)] [added: (660)] | | | | | | [removed: (1,741)] [added: (586)] | | | | | | [removed: (66)] [added: (74)] | | | | | | [removed: (4)] [added: (13)] | | % |

| Depreciation and amortization | | | [removed: (300)] [added: (411)] | | | | | | [removed: (258)] [added: (363)] | | | | | | [removed: (42)] [added: (48)] | | | | | | [removed: (16)] [added: (13)] | | % |

| Impairment and restructuring charges | | | [removed: (35)] [added: (111)] | | | | | | [removed: (451)] [added: —] | | | | | | [removed: 416] [added: (111)] | | | | | | [removed: 92] | | [removed: %] |

| Interest expense, net | | | [removed: (391) | | | | | | (334) | | | | | | (57)] [added: 218] | | | | | | [removed: (17)] [added: 371] | | [removed: %] |

| Income before income tax expense | | | [removed: 2,918] [added: 1,736] | | | | | | [removed: 1,464] [added: 1,694] | | | | | | [removed: 1,454] [added: 42] | | | | | | [removed: 99] [added: 2] | | % |

| Less: Net income attributable to noncontrolling interests | | | [removed: (51)] [added: (14)] | | | | | | [removed: (63)] [added: (28)] | | | | | | [removed: 12] [added: 14] | | | | | | [removed: 19] [added: 50] | | % |

| Net income attributable to Fox Corporation stockholders | | | $ | [removed: 2,150] [added: 1,239] | | | | | $ | [removed: 999] [added: 1,205] | | | | | $ | [removed: 1,151] [added: 34] | | | | | [added: 3] | | [added: %] |

Overview—The [removed: Company's] [added: Company’s] revenues increased [removed: 5%] [added: 7%] for fiscal [removed: 2021,] [added: 2023,] as compared to fiscal [removed: 2020, as] [added: 2022, due to] higher affiliate [removed: fee and] [added: fee,] advertising [removed: revenues were partially offset by lower] [added: and] other [removed: revenue.][added: revenues.]

The [removed: increase] [added: decrease] in affiliate fee revenue was primarily [removed: attributable] [added: due] to [added: a decrease in the average number of subscribers, partially offset by] higher average rates [removed: due to rate increases from affiliate agreement renewals and] [added: per subscriber, led by] contractual rate increases on existing affiliate [removed: agreements, partially offset by the impact of a lower average number of subscribers] [added: agreements] and [removed: estimated] [added: from] affiliate [removed: fee credits provided as a result of cancelled live college football games due to COVID-19.][added: agreement renewals.]

Income tax [removed: expense—The Company's] [added: expense— The Company’s] tax provision and related effective tax rate of [removed: 25%] [added: 28%] for fiscal [removed: 2021] [added: 2023] was higher than the statutory rate of 21% primarily due to state taxes, [removed: partially offset by] a [removed: benefit from the reduction of uncertain tax positions for state] [added: valuation allowance recorded against net operating losses and] tax [removed: audits.][added: credits and other permanent items.]

The [removed: Company's] [added: Company’s] tax provision and related effective tax rate of 27% for fiscal [removed: 2020] [added: 2022] was higher than the statutory rate of 21% primarily due to state taxes and [removed: other permanent items.][added: a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of jurisdictional earnings.]

Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, net, Other, net and Income tax [removed: (expense) benefit.][added: expense.]

The Transaction

Under this agreement, 21CF will generally indemnify the Company against any taxes required to be reported on a consolidated or separate tax return of 21CF and/or any of its subsidiaries, including any taxes resulting from the Separation and the Transaction, and the Company will generally indemnify 21CF against any taxes required to be reported on a separate tax return of the Company or any of its subsidiaries.

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

We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.

| | | | 2023 | | | | | | 2022 | | | | | | $ Change | | | | | | % Change | | |

| 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) | | % |

| Interest expense, net | | | (218) | | | | | | (371) | | | | | | 153 | | | | | | 41 | | % |

| Other, net | | | (699) | | | | | | (509) | | | | | | (190) | | | | | | (37) | | % |

| Net income | | | 1,253 | | | | | | 1,233 | | | | | | 20 | | | | | | 2 | | % |

The increase 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 NFL *Thursday Night Football* (“*TNF*”) and lower ratings at the FOX Network in the current year.

The increase 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 6% for fiscal 2023, as compared to fiscal 2022, primarily due to 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, as well as increased digital investment in Tubi and at FOX News Media.

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

Selling, general and administrative expenses increased 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 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.

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

Net income—Net income increased 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 (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”) and restructuring charges (See Note 4—Restructuring Programs to the accompanying Financial Statements).

| | | | not meaningful | | |

Fiscal 2023 versus Fiscal 2022

| | | | 2023 | | | | | | 2022 | | | | | | $ Change | | | | | | % Change | | |

| Cable Network Programming | | | $ | 6,043 | | | | | $ | 6,097 | | | | | $ | (54) | | | | | (1) | | % |

| Television | | | 8,710 | | | | | | 7,685 | | | | | | 1,025 | | | | | | 13 | | % |

| Total revenues | | | $ | 14,913 | | | | | $ | 13,974 | | | | | $ | 939 | | | | | 7 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | $ Change | | | | | | % Change | | |

| Cable Network Programming | | | $ | 2,472 | | | | | $ | 2,934 | | | | | $ | (462) | | | | | (16) | | % |

| Television | | | 1,009 | | | | | | 347 | | | | | | 662 | | | | | | | | |

| Adjusted EBITDA(a) | | | $ | 3,191 | | | | | $ | 2,955 | | | | | $ | 236 | | | | | 8 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | $ Change | | | | | | % Change | | |

| Affiliate fee | | | $ | 4,175 | | | | | $ | 4,205 | | | | | $ | (30) | | | | | (1) | | % |

| Advertising | | | 1,403 | | | | | | 1,462 | | | | | | (59) | | | | | | (4) | | % |

| Other | | | 465 | | | | | | 430 | | | | | | 35 | | | | | | 8 | | % |

| Total revenues | | | 6,043 | | | | | | 6,097 | | | | | | (54) | | | | | | (1) | | % |

| Operating expenses | | | (2,927) | | | | | | (2,595) | | | | | | (332) | | | | | | (13) | | % |

| Segment EBITDA | | | $ | 2,472 | | | | | $ | 2,934 | | | | | $ | (462) | | | | | (16) | | % |

This section should be read*

The Distribution

Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF.

This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of all such tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of Disney.

The core transition services agreements entered into in connection with the Separation terminated in accordance with their terms in fiscal 2022.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | | $ Change | | | | | | % Change | | |

| Affiliate fee | | | $ | 6,435 | | | | | $ | 5,908 | | | | | $ | 527 | | | | | 9 | | % |

| Advertising | | | 5,431 | | | | | | 5,333 | | | | | | 98 | | | | | | 2 | | % |

| Other | | | 1,043 | | | | | | 1,062 | | | | | | (19) | | | | | | (2) | | % |

| Total revenues | | | 12,909 | | | | | | 12,303 | | | | | | 606 | | | | | | 5 | | % |

| Other, net | | | 579 | | | | | | (248) | | | | | | 827 | | | | | | | | |

| Income tax expense | | | (717) | | | | | | (402) | | | | | | (315) | | | | | | (78) | | % |

| Net income | | | 2,201 | | | | | | 1,062 | | | | | | 1,139 | | | | | | | | |

The increase in advertising revenue was primarily due to the impact of the consolidation of TUBI, which experienced record viewership and record advertising revenue, higher political advertising revenue at the FOX Television Stations related to the 2020 presidential and congressional elections, higher linear and digital advertising revenue from the 2020 presidential election coverage at FOX News Media, and the rotating broadcast of one additional NFL Divisional playoff game, partially offset by the comparative effect of the broadcast of the NFL's *Super Bowl LIV* in February 2020 (the "Super Bowl") and lower ratings at the FOX Network due in part to COVID-19-impacted schedules in fiscal 2021.

Operating expenses increased 3% for fiscal 2021, as compared to fiscal 2020, primarily due to the impact of the consolidation of TUBI, partially offset by lower sports programming rights amortization and production costs, including the absence of the broadcast of the Super Bowl in fiscal 2021 and the cancellation of live college football games, and lower entertainment programming rights amortization due to fewer hours of original scripted programming as a result of COVID-19.

Partially offsetting lower sports programming rights amortization and production costs were contractual rate increases for NFL, MLB and college football content, the rotating broadcast of one additional NFL Divisional playoff game and a higher volume of NASCAR races due to fewer races following the COVID-19-impacted schedule in fiscal 2020.

Selling, general and administrative expenses increased 4% for fiscal 2021, as compared to fiscal 2020, primarily due to higher legal and marketing expenses and the impact of acquisitions that occurred in fiscal 2020 (the "Fiscal 2020 Acquisitions") (See Note 3—Acquisitions, Disposals and Other Transactions to the

accompanying Financial Statements), partially offset by lower professional fees, lower bad debt expense and lower marketing costs associated with the absence of the Super Bowl in the current year.

Depreciation and amortization—Depreciation and amortization expense increased 16% for fiscal 2021, as compared to fiscal 2020, primarily due to assets placed into service as the Company transitioned from service agreements in connection with the Separation and the Fiscal 2020 Acquisitions.

Interest expense, net—Interest expense, net increased 17% million for fiscal 2021, as compared to fiscal 2020, due to lower interest income primarily due to lower interest rates and higher interest expense primarily due to the issuance of $1.2 billion of senior notes in April 2020 (See Note 9—Borrowings to the accompanying Financial Statements under the heading "Public Debt – Senior Notes Issued" for additional information).

See Note 16—Income Taxes to the accompanying Financial Statements.

Net income—Net income increased $1.1 billion for fiscal 2021 as compared to fiscal 2020, primarily due the receipt of the $462 million reimbursement from Disney related to the Divestiture Tax (See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements), higher Segment EBITDA (as defined below) at the Cable Network Programming and Television segments and higher net gains on investments in equity securities (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net"), partially offset by lower restructuring charges due to the contract termination costs related to a programming rights agreement with the United States Golf Association ("USGA") in fiscal 2020 (See Note 4—Restructuring Programs to the accompanying Financial Statements under the heading "Fiscal 2020") and higher income tax expense.

The decrease in the average number of subscribers was due to a reduction in traditional MVPD subscribers, partially offset by an increase in virtual MVPD subscribers.

Fiscal 2021 versus Fiscal 2020

| Cable Network Programming | | | $ | 5,683 | | | | | $ | 5,492 | | | | | $ | 191 | | | | | 3 | | % |

| Television | | | 7,048 | | | | | | 6,661 | | | | | | 387 | | | | | | 6 | | % |

| Total revenues | | | $ | 12,909 | | | | | $ | 12,303 | | | | | $ | 606 | | | | | 5 | | % |

| Cable Network Programming | | | $ | 2,876 | | | | | $ | 2,706 | | | | | $ | 170 | | | | | 6 | | % |

| Television | | | 555 | | | | | | 430 | | | | | | 125 | | | | | | 29 | | % |

| Adjusted EBITDA(a) | | | $ | 3,087 | | | | | $ | 2,779 | | | | | $ | 308 | | | | | 11 | | % |

| Affiliate fee | | | $ | 3,995 | | | | | $ | 3,870 | | | | | $ | 125 | | | | | 3 | | % |

| Advertising | | | 1,337 | | | | | | 1,164 | | | | | | 173 | | | | | | 15 | | % |

| Other | | | 351 | | | | | | 458 | | | | | | (107) | | | | | | (23) | | % |

| Total revenues | | | 5,683 | | | | | | 5,492 | | | | | | 191 | | | | | | 3 | | % |

| Operating expenses | | | (2,289) | | | | | | (2,316) | | | | | | 27 | | | | | | 1 | | % |

| Segment EBITDA | | | $ | 2,876 | | | | | $ | 2,706 | | | | | $ | 170 | | | | | 6 | | % |

The increase in advertising revenue was primarily due to higher linear and digital advertising revenue from the 2020 presidential election coverage at FOX News Media.

The decrease in other revenues was primarily attributable to lower sports sublicensing revenues and lower revenues generated from Premier Boxing Champions ("PBC") pay-per-view events due in part to COVID-19.

A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the [removed: interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service]

As of June 30, [removed: 2022,] [added: 2023,] all the [removed: Company's] [added: Company’s] financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.

| Borrowings: liability | | | $ | [removed: 7,084] [added: 6,895] | | | | | $ | [removed: 9,474] [added: 7,084] | |

| Potential change in fair values resulting from a 10% adverse change in quoted interest rates | | | $ | [removed: (270)] [added: (267)] | | | | | $ | [removed: (173)] [added: (270)] | |

| Total fair value of common stock investments | | | $ | [removed: 435] [added: 884] | | | | | $ | [removed: 788] [added: 435] | |

| Potential change in fair values resulting from a 10% adverse change in quoted market prices | | | $ | [removed: (43)] [added: (88)] | | | | | $ | [removed: (79)] [added: (43)] | |

interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt.

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

such debt.

| | | | 2022 | | | | | | 2021 | | |

Unless otherwise indicated, references in this Annual Report on Form 10-K (this [removed: "Annual Report")] [added: “Annual Report”)] for the fiscal year ended June 30, [removed: 2022 ("fiscal 2022")] [added: 2023 (“fiscal 2023”)] to [removed: "FOX,"] [added: “FOX,”] the [removed: "Company," "we"] [added: “Company,” “we,” “us”] or [removed: "us"] [added: “our”] mean Fox Corporation and its consolidated subsidiaries.

Forward-looking statements may include, among others, the words [removed: "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words.][added: “may,” “will,” “should,” “likely,” “anticipates,”]

[added: Although] the [removed: Company's] [added: Company’s] management believes that the expectations reflected in any of the [removed: Company's] [added: Company’s] forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.

Important factors that could cause the [removed: Company's] [added: Company’s] actual results, performance and achievements to differ materially from those estimates or projections contained in the [removed: Company's] [added: Company’s] forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social [removed: conditions and the impact of coronavirus disease 2019 ("COVID-19") and other widespread health emergencies or pandemics and measures to contain their spread.][added: conditions.]

FOX produces and delivers compelling news, sports and entertainment content through its [removed: primary] iconic brands, including FOX News Media, FOX Sports, FOX [removed: Entertainment and] [added: Entertainment,] FOX Television [removed: Stations,] [added: Stations] and [removed: leading AVOD service TUBI.][added: Tubi Media Group.]

The [removed: Company, with a simple structure focused on two principal reporting segments,] [added: Company] differentiates itself in a crowded media and entertainment marketplace through [added: its simple structure,] the leadership positions of [removed: the Company's] [added: its] brands and premium programming that focus on live and [removed: "appointment-based"] [added: “appointment-based”] content, a significant presence in major markets, and broad distribution of [removed: the Company's] [added: its] content across traditional and digital platforms.

Our long track record of challenging the status quo emboldens us to continue making innovative decisions, disrupting [removed: competitors] [added: norms] and forming deeper relationships with audiences.

[removed: FOX Entertainment is renowned for its engaging primetime entertainment, including dramas *9-1-1*, *9-1-1: Lone Star* and new arrival *The Cleaning Lady*, its longstanding Sunday animation block featuring *The Simpsons*, *Family Guy* and *Bob's Burgers* and unscripted programming such as *The Masked Singer* and programming starring Gordon Ramsay, including *Hell's Kitchen*, *MasterChef* and *Next Level Chef.*] These brands and others in our portfolio, [removed: including] [added: such as] our [added: 29] owned and operated local television [removed: stations] [added: stations, including 18] broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers.

[removed: TUBI, a] [added: Tubi, our] leading AVOD service, attracts a young, diverse and [removed: loyal] [added: highly engaged] audience to its over [removed: 45,000] [added: 60,000] programming titles.

FOX News also finished calendar year [removed: 2021] [added: 2022] as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the [removed: sixth] [added: seventh] consecutive year.

A leader in marquee live sports broadcasts, FOX Sports programs the National Football League [removed: ("NFL"),] [added: ("NFL") (including the #1 show on television, *America's Game of the Week*), college football (including the Big Ten Conference),] Major League Baseball's ("MLB") [removed: *Regular Season*,] [added: Regular Season,] *All-Star Game* and *World [removed: Series*] [added: Series*, National Association of Stock Car Auto Racing (“NASCAR”)] and other marquee [added: cyclical] events, including the [added: *Super Bowl* and the] Fédération Internationale de Football Association ("FIFA") Men's and Women's *World [removed: Cup* and the *Super Bowl*.][added: Cup*.]

[added: FOX Entertainment has] delivered the youngest and most diverse audience of the broadcast networks across all programming in primetime for [removed: the past] [added: over] two decades.

[removed: The] FOX Television Stations [removed: cover] [added: covers] 18 Nielsen-designated market areas ("DMAs"), including 14 of the 15 largest, and was the #1 or #2 rated news provider in the hours of 5 a.m.

[removed: FOX] [added: Under FOX’s ownership, Tubi] has [removed: helped TUBI] become one of the most relevant and fastest growing AVOD services in the country in fiscal [removed: 2022,] [added: 2023,] with [removed: nearly 40%] [added: over 50%] growth in total view time (the total number of hours watched) compared to the prior fiscal year.

Taken together, we believe our leadership positions will continue to support [removed: strong] [added: meaningful] affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the [added: opportunities and] challenges traditional media companies are facing relating to rapidly evolving technologies and changes in consumer behavior.

The FOX portfolio combines the range of national cable and broadcast networks [added: and digital distribution platforms] with the power of tailored local television.

FOX News and FOX Business are available in over 70 million U.S. households and [added: FOX Sports and FOX Entertainment programming on] the FOX Network is available in essentially all U.S. households.

[removed: TUBI] [added: Tubi] carries [removed: nearly] [added: over] 100 local station feeds (including feeds of our owned and operated stations), covering [removed: 50] [added: 75] DMAs and [removed: 24] [added: 22] of the top 25 markets.

Attractive financial profile, including multiple revenue streams, strong balance sheet and [removed: tax asset benefit.][added: other assets.]

We have achieved strong revenue growth and profitability in a complex industry environment over the past several [removed: years, led by affiliate fee increases.][added: years.]

We also benefit from a tax asset that resulted from the step-up in the tax basis of our assets following the Transaction, which [removed: will] [added: is expected to] provide an annual cash tax benefit for many years.

We are investing in our most attractive growth opportunities by allocating capital to our news, sports and [removed: original] entertainment [removed: programming,] [added: properties,] which we believe have distinct competitive advantages.

For example, we have continued our investments in digital properties at FOX News Media, including [removed: additional] investments in the FOX Nation subscription video-on-demand ("SVOD") service and the [removed: October 2021 launch of the] FOX Weather free advertising-supported streaming [added: television (“FAST”)] service.

[removed: In fiscal 2021,] FOX Sports entered into an expanded 11-year media rights agreement with the NFL [added: in fiscal 2021] that [removed: has] extended FOX Sports' coverage of [removed: premier] NFC games, created new and exclusive holiday games on the FOX [removed: Network] [added: Network,] and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on [removed: TUBI.][added: Tubi.]

FOX Entertainment is investing in more co-production arrangements and owns a stake in [removed: all] [added: each] new series that premiered on the FOX Network during the [removed: 2021-2022] [added: 2022-2023] broadcast season.

We [removed: will] also continue to invest in content, technology and marketing at [removed: TUBI] [added: Tubi] to attract new viewers and retain [removed: TUBI's] [added: Tubi’s] existing audience.

In fiscal [removed: 2022, TUBI] [added: 2023, Tubi] expanded its content library through the premiere of [removed: 40] [added: over 100] new original titles and the launch of [removed: approximately 140] [added: over 100] sports, entertainment and local news [removed: channels.][added: channels, for a total of nearly 250 sports, entertainment and local news channels on the platform.]

With a focused portfolio of assets, we create and produce high quality programming that delivers value for our [removed: viewers and] [added: viewers,] our [removed: affiliate] [added: affiliates] and [removed: advertising partners.][added: our advertisers.]

Additionally, we expect our [removed: enhanced ability to acquire independent programming through co-production arrangements and] internal production capabilities [added: and co-production arrangements] will facilitate growth by enabling us to directly manage the economics and programming decisions of our broadcast [removed: network and] [added: network,] stations [removed: group.][added: group and Tubi.]

[removed: Our] [added: The availability of our] key networks [removed: are offered] on all major virtual MVPD [removed: services, reflecting] [added: services reflects] the strength of our brands and the "must-have" nature of our content.

[removed: TUBI] [added: Tubi] continues to experience significant growth in total view time across a library of over [removed: 45,000] [added: 60,000] titles, as well as key FOX entertainment, news and sports [removed: programming.][added: programming, and it streamed approximately 6.8 billion hours of content over the course of the fiscal year (a record for the platform) to a young, diverse and highly engaged audience advertisers are eager to reach.]

We [added: also] own an equity stake in Flutter [added: Entertainment plc (“Flutter”), an online sports betting] and [added: gaming company with operations in the U.S. and internationally, and we] maintain [added: a] valuable [removed: options] [added: option] to acquire [removed: approximately 18.5%] [added: 18.6%] of FanDuel Group, a majority-owned subsidiary of [removed: Flutter, and up to 50% of the U.S. business of Flutter subsidiary, The Stars Group.][added: Flutter.]

FOX News Media operates a number of [removed: high-growth] digital businesses, including FOX News Digital, which attracts the highest multiplatform time spent in the news category, along with the FOX Nation SVOD service, which offers U.S. consumers a variety of on-demand [removed: content, including] [added: content (including] original [removed: programming from popular opinion hosts.][added: programming), and FOX Weather, which offers local, regional and national weather reporting in addition to live programming.]

The following table lists the [removed: Company's] [added: Company’s] significant cable networks and the number of subscribers as estimated by [removed: Nielsen:*][added: Nielsen:]

| FOX News | | | [removed: 75] [added: 72] | | | | | | [removed: 77] [added: 75] | | |

| FOX Business | | | [removed: 72] [added: 70] | | | | | | [removed: 73] [added: 72] | | |

| FS1 | | | [removed: 74] [added: 72] | | | | | | 74 | | |

| FS2 | | | [removed: 55] [added: 52] | | | | | | [removed: 54] [added: 55] | | |

| The Big Ten Network | | | [removed: 50] [added: 48] | | | | | | [removed: 51] [added: 50] | | |

| FOX Deportes | | | [removed: 15] [added: 13] | | | | | | [removed: 16] [added: 15] | | |

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

“expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.

FOX Entertainment is renowned for its engaging primetime entertainment, including scripted dramas, leading unscripted programming and its longstanding Sunday animation block.

FOX Sports has secured a significant portion of its marquee rights under long-term contracts.

During the

2022-2023 broadcast season, FOX Entertainment featured the #1 entertainment telecast with *Next Level Chef* following *Super Bowl LVII*, the #1 broadcast drama *9-1-1*, the #1 new unscripted series *Special Forces: World’s Toughest Test*, the #1 new scripted drama in 2023 *Accused*, and three of the top 10 comedies on broadcast television with *The Simpsons*, *Family Guy* and *Bob’s Burgers*.

Tubi is part of Tubi Media Group, a division formed in fiscal 2023 to house the Company’s digital platform services.

We have maintained significant liquidity, ending fiscal 2023 with approximately $4.3 billion of cash and cash equivalents on our balance sheet while returning approximately $2.3 billion of capital to our stockholders through our stock repurchase program and cash dividends during fiscal 2023.

Additionally, our asset portfolio includes the FOX Studio Lot in Los Angeles, California.

The historic lot spans over 50 acres and close to 2 million square feet of space for administration and television and film production services available to industry clients, including 15 sound stages, two broadcast studios and other production facilities.

In addition, we continue to invest at FOX Sports, where fiscal 2023 highlights include a landmark rights extension with the Big Ten

Conference, the return of the United States Football League (the "USFL") for a second season and the league’s expansion into additional markets.

Recognizing the industry-wide changes in viewership habits, FOX Entertainment is expanding its footprint across owned and unscripted content.

In addition, our production companies such as MarVista Entertainment and the Studio Ramsay Global production venture with Gordon Ramsay produce content for FOX as well as third parties, which reduces our reliance on third-party content providers.

Additionally, FOX Television Stations operates a portfolio of digital businesses, including the FLX digital advertising platform and the LiveNOW from FOX, FOX Locals and FOX Soul FAST services, in addition to distributing its local news programming on Tubi and across a range of third-party platforms.

| | | | 2023 | | | | | | 2022 | | |

*Digital Distribution.* The Company’s cable network programming is also distributed through FOX-branded websites, apps, podcasts and social media accounts and licensed for distribution through MVPDs’ websites and apps.

FOX Television Stations also operates a portfolio of digital businesses.

These include the FLX (or FOX Local Extension) digital advertising platform and digital distribution businesses, including the LiveNOW from FOX, FOX Locals and FOX Soul FAST services described below under the heading "Digital Distribution."

| TOTAL | | | | | | | | | | | | | | | | | | | | | | | | | | | 38.6% | | |

FOX Entertainment primetime programming during the 2022-2023 broadcast season

featured such scripted series as *9-1-1*, *9-1-1: Lone Star*, *Accused*, *The Cleaning Lady*, *Alert: Missing Persons Unit*, and the FOX Entertainment-owned comedy *Animal Control;* animated series, including *The Simpsons*, *Bob's Burgers*, *Family Guy* and *The Great North*; and unscripted series, such as *Next Level Chef* and *Gordon Ramsay’s Food Stars* from Studio Ramsay Global (FOX's co-owned production company with Gordon Ramsay)*, The Masked Singer, I Can See Your Voice, LEGO Masters, Special Forces: World's Toughest Test*, *Farmer Wants a Wife* and investigative report specials from FOX-owned TMZ.

During the 2022-2023 broadcast season, FOX Entertainment featured the #1 entertainment telecast with *Next Level Chef* following *Super Bowl LVII*, the #1 broadcast drama *9-1-1*, the #1 new unscripted series *Special Forces: World’s Toughest Test*, the #1 new scripted drama in 2023 *Accused*, and three of the top 10 comedies on broadcast television with *The Simpsons*, *Family Guy* and *Bob’s Burgers.*

Entertainment programming is also provided by the Company's in-house production companies.

The business is part of the Tubi Media Group division formed in fiscal 2023 to house the Company's digital platform services.

Tubi offers a content library of over 60,000 titles from over 400 content partners, including every major Hollywood studio, and a growing number of new original titles.

In addition to its on-demand library, Tubi offers nearly 250 sports, entertainment and local news linear streaming channels.

As of June 2023, Tubi is available on 33 digital platforms, including connected television devices, and online at www.tubitv.com.

In fiscal 2023, the service generated approximately 6.8 billion hours of total view time (the total number of hours watched).

As of May 2023, the median age of Tubi’s audience is approximately 10 years younger than the median age of broadcast television viewers.

that develops, produces and distributes culinary and lifestyle programming such as *Gordon Ramsay’s Food Stars* and *Next Level Chef* for FOX, *Kitchen Commando* for Tubi and other programs for global markets.

*Digital Distribution*

Other digital properties offering Television segment programming and other content include Tubi and the TMZ FAST service.

FOX Television Stations distributes content across websites and mobile apps associated with the stations, Tubi, a range of third-party platforms, and FOX Television Station’s FAST services.

The Company's FAST services are distributed across multiple devices and platforms, including traditional and virtual MVPDs, Tubi, connected TV device platforms and other digital platforms.

Our entertainment programming production businesses compete with other content creators for creative talent, new content ideas, intellectual property and the distribution of their content.

Competition for audiences is based primarily on

Credible is part of the Tubi Media Group division.

The Company holds an equity interest in Flutter, an online sports betting and gaming company with operations in the U.S. and internationally.

The FanDuel option was the subject of arbitration proceedings, which concluded during fiscal 2023 and determined the price payable of $3.7 billion plus an annual escalator of 5%.

Although

FOX Sports programming includes the #1 show on television, *America's Game of the Week*.

FOX Entertainment has

During the 2021-2022 broadcast season, FOX featured leading unscripted hit *The Masked Singer*, leading scripted Monday dramas *9-1-1* and *9-1-1: Lone Star* and four of the top 10 comedies on broadcast television with *The Simpsons*, *Family Guy*, *Bob's Burgers* and *Call Me Kat*.

In fiscal 2022, FOX Sports acquired U.S. rights to broadcast UEFA international soccer matches, including the 2024 and 2028 UEFA European Football Championships ("Euros"), and launched the United States Football League ("USFL").

In addition, the Company's fiscal 2022 acquisitions of MarVista Entertainment and TMZ, including TMZ's iconic website and daily syndicated magazine programs, and the formation of Studio Ramsay Global with Gordon Ramsay will reduce our reliance on third-party content providers for programming

on our traditional and digital entertainment platforms.

TUBI streamed over 4 billion hours of content over the course of the fiscal year, a record for the platform, to a young, diverse and loyal audience advertisers are eager to reach.

Additionally, FOX Sports has entered into a national media and sports wagering partnership with Flutter Entertainment plc ("Flutter"), which offers FOX Bet Super 6, a national free-to-play game with a user base of more than 6 million registered accounts as of June 2022, and the FOX Bet sportsbook mobile app in New Jersey, Pennsylvania, Colorado and Michigan.

In addition, in October 2021, FOX News Media launched FOX Weather, a free advertising-supported streaming service that offers local, regional and national weather reporting in addition to live programming.

| | | | 2022 | | | | | | 2021 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| * | | | Disruption in Nielsen's ability to maintain the efficacy of its in-home panel due to the COVID-19 pandemic had a negative impact on subscriber estimates as reported as of June 30, 2021. | | | | | | | | | | | |

FOX Business is a business news national cable channel.

Smackdown.

FOX News Media also operates direct-to-consumer services.

and the Big Ten Network's respective audiences.

FS1, FS2, and the Big Ten Network also face competition online from ESPN+, Peacock, Amazon Prime Video, Apple TV+, Paramount+, DAZN, Yahoo Sports, Facebook, Twitter, ESPN.com, nbcsports.com, Bleacherreport.com and CBSSports.com, among others.

In addition, FS1, FS2, and the Big Ten Network compete with third parties, to varying degrees, for sports programming rights.

FS1, FS2 and the Big Ten Network compete for national rights principally with a number of national cable and broadcast services and direct-to-consumer streaming services that specialize in or carry sports programming, including sports networks launched by the leagues and collegiate conferences.

Additionally, MVPDs and online and social media properties such as Amazon, Apple, Yahoo Sports, Facebook and Twitter compete with the Company's cable sports networks by acquiring and distributing sports content to their online users.

In addition, FOX Television Stations offers local programming through websites and mobile apps associated with the stations.

| TOTAL | | | | | | | | | | | | | | | | | | | | | | | | | | | 38.8% | | |

In fiscal 2021, FOX Sports entered into an expanded 11-year media rights agreement with the NFL that has extended FOX Sports' coverage of NFC games, created new and exclusive holiday games on the FOX Network, and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on TUBI.

FOX Network entertainment programming ranked #2 among all broadcast network primetime

entertainment programming for the 2021-2022 broadcast season in the 18 to 49 year old audience (based on Nielsen's commercial+7 ratings).

FOX Entertainment primetime programming during the 2021-2022 broadcast season featured such series as *9-1-1, 9-1-1: Lone Star, Bob's Burgers, Call Me Kat, The Cleaning Lady, The Great North, Family Guy, The Resident, The Simpsons* and *Welcome to Flatch*; unscripted series such as *The Masked Singer, Next Level Chef, I Can See Your Voice, MasterChef Junior* and *Domino Masters*; and event specials such as the iHeartRadio Music Awards and the Miss Universe Pageant.

In the 2021-2022 broadcast season, FOX launched the #1 new entertainment series *Next Level Chef*.

*The Masked Singer* was the #2 primetime unscripted entertainment series and *9-1-1* was the #2 broadcast drama in the 18 to 49 year old audience.

*9-1-1* and *9-1-1: Lone Star* were Monday's top entertainment series of the season.

The FOX Network featured four of the broadcast season's top ten comedies: *The Simpsons, Family Guy, Bob's Burgers and Call Me Kat*.

In addition, *The Masked Singer, 9-1-1, 9-1-1: Lone Star* and *Next Level Chef* placed among the season's top 25 entertainment programs in the 18 to 49 year old audience.

In fiscal 2022, the service generated over 4 billion hours of total view time (the total number of hours watched) across its content library of over 45,000 films and television programs from over 350 content partners, including every major Hollywood studio.

TUBI has also begun to offer new original titles and has introduced linear streaming channels to supplement its on-demand library, including channels featuring FOX Entertainment's *The Masked Singer*, TMZ and Studio Ramsay Global’s Gordon Ramsay.

As of February 2022, the median age of TUBI's viewers was 39 years old, nearly 15 years younger than the median age of viewers of traditional and virtual MVPD services according to the MRI-Simmons March 2022 Cord Evolution Study.

unscripted and alternative programming primarily for the FOX Network, including *The Masked Singer, Joe Millionaire: For Richer or Poorer* and *I Can See Your Voice*.

*Blockchain Creative Labs*

Blockchain Creative Labs, a division formed by FOX Entertainment and Bento Box Entertainment that commenced operations in fiscal 2022, is focused on establishing a leadership position in Web3 content creation, distribution and monetization.

The Company and Flutter have entered into a national media and sports wagering partnership in the U.S. The partnership offers the FOX Bet Super 6 national free-to-play game, which has a user base of more than 6 million registered accounts as of June 2022, and the FOX Bet sportsbook mobile app, which is available in New Jersey, Pennsylvania, Colorado and Michigan as of June 2022.

WASHINGTON, [removed: DC] [added: D.C.] 20549

For the fiscal year ended June 30, [removed: 2022][added: 2023]

For the transition period from [removed: to][added: _________ to _________]

| (State or [removed: Other Jurisdiction] [added: other jurisdiction] of [removed: Incorporation] [added: incorporation] or [removed: Organization)] [added: organization)] | | | | | | (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

See the definitions of [removed: "large] [added: “large] accelerated [removed: filer," "accelerated filer," "smaller] [added: filer,” “accelerated filer,” “smaller] reporting [removed: company,"] [added: company,”] and [removed: emerging] [added: “emerging] growth [removed: company"] [added: company”] in Rule 12b-2 of the Exchange Act.

| [removed: Emerging growth company] | | | [removed: o] | | | | | | [added: Emerging growth company] | | | [added: o] | | |

Yes [removed: ☐] [added: o] No [removed: ☒][added: x]

As of December [removed: 31, 2021,] [added: 30, 2022,] which was the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, the aggregate market value of the [removed: registrant's] [added: registrant’s] Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $11.5] [added: $8.9] billion, based upon the closing price of [removed: $36.90] [added: $30.37] per share as quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the [removed: registrant's] [added: registrant’s] Class B Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $4.9] [added: $3.8] billion, based upon the closing price of [removed: $34.27] [added: $28.45] per share as quoted on The Nasdaq Global Select Market on that date.

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Fox Corporation definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Fox [removed: Corporation's] [added: Corporation’s] fiscal year end.

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| [ITEM [removed: 16.](#i7d2332ddd5924d6d96728f82516686dd_187)] [added: 16.](#ib411ff85f0f54549b88846a66dbf40b7_196)] | | | [FORM 10-K [removed: SUMMARY](#i7d2332ddd5924d6d96728f82516686dd_187)] [added: SUMMARY](#ib411ff85f0f54549b88846a66dbf40b7_196)] | | | [removed: [113](#i7d2332ddd5924d6d96728f82516686dd_187)] [added: [112](#ib411ff85f0f54549b88846a66dbf40b7_196)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

As of August 8, 2023, 253,683,969 shares of Class A Common Stock and 235,581,025 shares of Class B Common Stock were outstanding.

| [PART I](#ib411ff85f0f54549b88846a66dbf40b7_10) | | | | | | | | |

| [PART II](#ib411ff85f0f54549b88846a66dbf40b7_31) | | | | | | | | |

| [PART III](#ib411ff85f0f54549b88846a66dbf40b7_184) | | | | | | | | |

| [PART IV](#ib411ff85f0f54549b88846a66dbf40b7_190) | | | | | | | | |

| | | | [SIGNATURES](#ib411ff85f0f54549b88846a66dbf40b7_199) | | | [113](#ib411ff85f0f54549b88846a66dbf40b7_199) | | |

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

As of August 9, 2022, 306,477,328 shares of Class A Common Stock and 242,640,680 shares of Class B Common Stock were outstanding.

| [PART I](#i7d2332ddd5924d6d96728f82516686dd_10) | | | | | | | | |

| [PART II](#i7d2332ddd5924d6d96728f82516686dd_31) | | | | | | | | |

| [PART III](#i7d2332ddd5924d6d96728f82516686dd_175) | | | | | | | | |

| [PART IV](#i7d2332ddd5924d6d96728f82516686dd_181) | | | | | | | | |

| | | | [SIGNATURES](#i7d2332ddd5924d6d96728f82516686dd_190) | | | [114](#i7d2332ddd5924d6d96728f82516686dd_190) | | |

The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to [removed: 21CF] [added: Disney] and other third parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be Disney productions.

As of June 30, [removed: 2022,] [added: 2023,] there were approximately [removed: 16,700] [added: 15,100] holders of record of shares of Class A Common Stock and approximately [removed: 4,600] [added: 3,400] holders of record of shares of Class B Common Stock.

Below is a summary of the [removed: Company's] [added: Company’s] repurchases of its Class A Common Stock and Class B Common Stock during fiscal [removed: 2022:][added: 2023:]

| Total first quarter fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| Total second quarter fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| Total third quarter fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| Total fourth quarter fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| Total fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | |

| (c) | | | The [removed: Company's] [added: Company’s] Board of Directors [removed: has] [added: (the “Board”) previously] authorized a [removed: $4 billion] stock repurchase program, under which the Company can repurchase [added: $4 billion of] Common Stock. [added: In February 2023, the Board authorized incremental stock repurchases of an additional $3 billion of Common Stock. With this increase, the Company’s total stock repurchase authorization is now $7 billion.] The program has no time limit and may be modified, suspended or discontinued at any time. | | | | | | | | | | | |

In total, the Company repurchased approximately [removed: 27] [added: 54] million shares of Common Stock for [removed: $1] [added: $2] billion during fiscal [removed: 2022.][added: 2023.]

| Class A Common Stock | | | 5,129,765 | | | | | | $ | 34.11 | | | | | | | |

| Class B Common Stock | | | 2,375,616 | | | | | | 31.57 | | | | | | | | |

| Class A Common Stock | | | 5,708,198 | | | | | | 30.66 | | | | | | | | |

| Class B Common Stock | | | 2,598,605 | | | | | | 28.79 | | | | | | | | |

| Class A Common Stock(d) | | | 27,481,280 | | | | | | 42.55 | | | | | | | | |

| Class B Common Stock | | | 2,567,349 | | | | | | 31.48 | | | | | | | | |

| Class A Common Stock | | | 7,712,260 | | | | | | 32.42 | | | | | | | | |

| Class A Common Stock(d) | | | 46,031,503 | | | | | | 38.44 | | | | | | | | |

| Class B Common Stock | | | 7,541,570 | | | | | | 30.58 | | | | | | | | |

| | | | 53,573,073 | | | | | | | | | | | | $ | 2,400 | |

| (d) | | | In February 2023, in connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement under which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Stock Repurchase Program”). | | | | | | | | | | | |

| Class A Common Stock | | | 4,740,533 | | | | | | $ | 36.92 | | | | | | | |

| Class B Common Stock | | | 2,195,707 | | | | | | 34.16 | | | | | | | | |

| Class A Common Stock | | | 4,521,550 | | | | | | 38.20 | | | | | | | | |

| Class B Common Stock | | | 2,097,244 | | | | | | 35.52 | | | | | | | | |

| Class A Common Stock | | | 4,359,323 | | | | | | 40.59 | | | | | | | | |

| Class B Common Stock | | | 1,984,188 | | | | | | 37.29 | | | | | | | | |

| Class A Common Stock | | | 5,107,914 | | | | | | 34.26 | | | | | | | | |

| Class B Common Stock | | | 2,421,822 | | | | | | 31.73 | | | | | | | | |

| Class A Common Stock | | | 18,729,320 | | | | | | 37.36 | | | | | | | | |

| Class B Common Stock | | | 8,698,961 | | | | | | 34.52 | | | | | | | | |

| | | | 27,428,281 | | | | | | | | | | | | $ | 1,400 | |

| | | | | | | | | | | | | | | |

| [removed: [Management](#i7d2332ddd5924d6d96728f82516686dd_70)['](#i7d2332ddd5924d6d96728f82516686dd_70)[s] [added: [Management](#ib411ff85f0f54549b88846a66dbf40b7_82)[’](#ib411ff85f0f54549b88846a66dbf40b7_82)[s] Report on Internal Control Over Financial [removed: Reporting](#i7d2332ddd5924d6d96728f82516686dd_70)] [added: Reporting](#ib411ff85f0f54549b88846a66dbf40b7_82)] | | | [removed: [59](#i7d2332ddd5924d6d96728f82516686dd_70)] [added: [58](#ib411ff85f0f54549b88846a66dbf40b7_82)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i7d2332ddd5924d6d96728f82516686dd_73)] [added: Firm](#ib411ff85f0f54549b88846a66dbf40b7_85)] (PCAOB ID: 42) | | | [removed: [60](#i7d2332ddd5924d6d96728f82516686dd_73)] [added: [59](#ib411ff85f0f54549b88846a66dbf40b7_85)] | | |

| [Consolidated Statements of Operations for the fiscal years ended June 30, [removed: 202](#i7d2332ddd5924d6d96728f82516686dd_76)[2](#i7d2332ddd5924d6d96728f82516686dd_76)[, 202](#i7d2332ddd5924d6d96728f82516686dd_76)[1](#i7d2332ddd5924d6d96728f82516686dd_76) [and 2](#i7d2332ddd5924d6d96728f82516686dd_76)[02](#i7d2332ddd5924d6d96728f82516686dd_76)[0](#i7d2332ddd5924d6d96728f82516686dd_76)] [added: 2023, 2022 and 2021](#ib411ff85f0f54549b88846a66dbf40b7_88)] | | | [removed: [63](#i7d2332ddd5924d6d96728f82516686dd_76)] [added: [63](#ib411ff85f0f54549b88846a66dbf40b7_88)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 202](#i7d2332ddd5924d6d96728f82516686dd_79)[2](#i7d2332ddd5924d6d96728f82516686dd_79)[, 202](#i7d2332ddd5924d6d96728f82516686dd_79)[1](#i7d2332ddd5924d6d96728f82516686dd_79) [and 20](#i7d2332ddd5924d6d96728f82516686dd_79)[20](#i7d2332ddd5924d6d96728f82516686dd_79)] [added: 2023, 2022 and 2021](#ib411ff85f0f54549b88846a66dbf40b7_91)] | | | [removed: [64](#i7d2332ddd5924d6d96728f82516686dd_79)] [added: [64](#ib411ff85f0f54549b88846a66dbf40b7_91)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 202](#i7d2332ddd5924d6d96728f82516686dd_82)[2](#i7d2332ddd5924d6d96728f82516686dd_82) [and 202](#i7d2332ddd5924d6d96728f82516686dd_82)[1](#i7d2332ddd5924d6d96728f82516686dd_82)] [added: 2023 and 2022](#ib411ff85f0f54549b88846a66dbf40b7_94)] | | | [removed: [65](#i7d2332ddd5924d6d96728f82516686dd_82)] [added: [65](#ib411ff85f0f54549b88846a66dbf40b7_94)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 202](#i7d2332ddd5924d6d96728f82516686dd_85)[2](#i7d2332ddd5924d6d96728f82516686dd_85)[, 202](#i7d2332ddd5924d6d96728f82516686dd_85)[1](#i7d2332ddd5924d6d96728f82516686dd_85) [and 20](#i7d2332ddd5924d6d96728f82516686dd_85)[20](#i7d2332ddd5924d6d96728f82516686dd_85)] [added: 2023, 2022 and 2021](#ib411ff85f0f54549b88846a66dbf40b7_97)] | | | [removed: [66](#i7d2332ddd5924d6d96728f82516686dd_85)] [added: [66](#ib411ff85f0f54549b88846a66dbf40b7_97)] | | |

| [Consolidated Statements of Equity for the fiscal years ended June 30, [removed: 202](#i7d2332ddd5924d6d96728f82516686dd_88)[2](#i7d2332ddd5924d6d96728f82516686dd_88)[, 202](#i7d2332ddd5924d6d96728f82516686dd_88)[1](#i7d2332ddd5924d6d96728f82516686dd_88) [and 20](#i7d2332ddd5924d6d96728f82516686dd_88)[20](#i7d2332ddd5924d6d96728f82516686dd_88)] [added: 2023, 2022 and 2021](#ib411ff85f0f54549b88846a66dbf40b7_100)] | | | [removed: [67](#i7d2332ddd5924d6d96728f82516686dd_88)] [added: [67](#ib411ff85f0f54549b88846a66dbf40b7_100)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i7d2332ddd5924d6d96728f82516686dd_91)] [added: Statements](#ib411ff85f0f54549b88846a66dbf40b7_103)] | | | [removed: [68](#i7d2332ddd5924d6d96728f82516686dd_91)] [added: [68](#ib411ff85f0f54549b88846a66dbf40b7_103)] | | |

Management, including the [removed: Company's] [added: Company’s] principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox [removed: Corporation's] [added: Corporation’s] internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on the framework set forth in [removed: "*Internal] [added: “*Internal] Control — Integrated [removed: Framework*"] [added: Framework”*] issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this evaluation, management determined that, as of June 30, [removed: 2022,] [added: 2023,] Fox Corporation maintained effective internal control over financial reporting.

Ernst & Young LLP, the independent registered public accounting firm who audited and reported on the Consolidated Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022,] [added: 2023,] has audited the [removed: Company's] [added: Company’s] internal control over financial reporting.

We have audited Fox [removed: Corporation's] [added: Corporation’s] internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Fox Corporation (the [removed: "Company")] [added: “Company”)] maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Fox Corporation as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, [added: equity and] cash flows [removed: and equity] for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] and the related notes and our report dated August [removed: 12, 2022] [added: 11, 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Fox Corporation (the [removed: "Company")] [added: Company)] as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, [added: equity and] cash flows [removed: and equity] for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August [removed: 12, 2022] [added: 11, 2023] expressed an unqualified opinion thereon.

| [added: Deferred tax assets] | | | [removed: Assessment of realizability of deferred tax assets] [added: 3,090] | | | [added: | | | 3,440 | | |]

| *Description of the Matter* | | | As disclosed in Note 2 to the consolidated financial statements, the Company has single and multi-year contracts for [added: national] sports programming. The costs of multi-year sports contracts at the Company are primarily amortized based on the ratio of each [removed: contract's] [added: contract’s] current [removed: period] [added: period's] attributable revenue to the estimated total remaining attributable revenue. Auditing the amortization of the [removed: Company's] [added: Company’s] national sports programming involved subjective estimation and complex auditor judgment because the analysis that the Company relies upon to determine the amortization of this programming is based on estimates of future revenues from the programming. Differing estimates of future revenues could materially affect the timing of sports programming amortization. | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 13,974] [added: 14,913] | | | | | $ | [removed: 12,909] [added: 13,974] | | | | | $ | [removed: 12,303] [added: 12,909] | |

| Operating expenses | | | [removed: (9,117)] [added: (9,689)] | | | | | | [removed: (8,037)] [added: (9,117)] | | | | | | [removed: (7,807)] [added: (8,037)] | | |

| Selling, general and administrative | | | [removed: (1,920)] [added: (2,049)] | | | | | | [removed: (1,807)] [added: (1,920)] | | | | | | [removed: (1,741)] [added: (1,807)] | | |

| Depreciation and amortization | | | [removed: (363)] [added: (411)] | | | | | | [removed: (300)] [added: (363)] | | | | | | [removed: (258)] [added: (300)] | | |

| Impairment and restructuring charges | | | [removed: —] [added: (111)] | | | | | | [removed: (35)] [added: —] | | | | | | [removed: (451)] [added: (35)] | | |

| Interest expense, net | | | [removed: (371)] [added: (218)] | | | | | | [removed: (391)] [added: (371)] | | | | | | [removed: (334)] [added: (391)] | | |

| Other, net | | | [removed: (509)] [added: (699)] | | | | | | [removed: 579] [added: (509)] | | | | | | [removed: (248)] [added: 579] | | |

| Income before income tax expense | | | [removed: 1,694] [added: 1,736] | | | | | | [removed: 2,918] [added: 1,694] | | | | | | [removed: 1,464] [added: 2,918] | | |

| Income tax expense | | | [removed: (461)] [added: (483)] | | | | | | [removed: (717)] [added: (461)] | | | | | | [removed: (402)] [added: (717)] | | |

| Net income | | | [removed: 1,233] [added: 1,253] | | | | | | [removed: 2,201] [added: 1,233] | | | | | | [removed: 1,062] [added: 2,201] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: (28)] [added: (14)] | | | | | | [removed: (51)] [added: (28)] | | | | | | [removed: (63)] [added: (51)] | | |

| Net income attributable to Fox Corporation stockholders | | | $ | [removed: 1,205] [added: 1,239] | | | | | $ | [removed: 2,150] [added: 1,205] | | | | | $ | [removed: 999] [added: 2,150] | |

| Basic | | | $ | [removed: 2.13] [added: 2.34] | | | | | $ | [removed: 3.64] [added: 2.13] | | | | | $ | [removed: 1.63] [added: 3.64] | |

| Diluted | | | $ | [removed: 2.11] [added: 2.33] | | | | | $ | [removed: 3.61] [added: 2.11] | | | | | $ | [removed: 1.62] [added: 3.61] | |

| Net income | | | $ | [removed: 1,233] [added: 1,253] | | | | | $ | [removed: 2,201] [added: 1,233] | | | | | $ | [removed: 1,062] [added: 2,201] | |

| Other comprehensive [removed: income (loss),] [added: income,] net of tax: | | | | | | | | | | | | | | | | | |

| Benefit plan adjustments and other | | | [removed: 92] [added: 77] | | | | | | [removed: 99] [added: 92] | | | | | | [removed: (109)] [added: 99] | | |

| Other comprehensive [removed: income (loss),] [added: income,] net of tax | | | [removed: 92] [added: 77] | | | | | | [removed: 99] [added: 92] | | | | | | [removed: (109)] [added: 99] | | |

| Comprehensive income | | | [removed: 1,325] [added: 1,330] | | | | | | [removed: 2,300] [added: 1,325] | | | | | | [removed: 953] [added: 2,300] | | |

| Less: Net income attributable to noncontrolling interests(a) | | | [removed: (28)] [added: (14)] | | | | | | [removed: (51)] [added: (28)] | | | | | | [removed: (63)] [added: (51)] | | |

| | | | Defamation and disparagement claims | | |

| *Description of the Matter* | | | As disclosed in Note 14 to the consolidated financial statements, the Company and its news businesses and their employees are subject to lawsuits alleging defamation or disparagement. The Company records a liability for those legal proceedings when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. The Company continues to believe the pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The Company is unable to predict the final outcome of these matters and has determined that a loss is neither probable nor reasonably estimable. Accounting for contingencies related to defamation and disparagement claims requires management to exercise judgment related to the likelihood of a loss and if necessary, the estimate of the amount or range of loss. Auditing management’s accounting for such claims involves complex auditor judgment in determining whether the final outcome is probable or reasonably estimable. Significant judgment is required to determine the likelihood of a loss and if necessary, the estimate of the amount or range of loss related to such matters. Auditing management’s accounting for and disclosure of these matters involved challenging, and subjective auditor judgment in assessing the Company’s evaluation of the probability of a loss, and the estimated amount or range of loss. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to management’s evaluation of defamation and disparagement claims, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures. Among other audit procedures, we tested management’s evaluation of the probability of outcome and range of loss, if estimable, through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal legal counsel to confirm our understanding of the allegations and related merits, and by obtaining written representations from executives of the Company. In addition, we evaluated the adequacy of financial disclosures. | | |

August 11, 2023

| | | | 2023 | | | | | | 2022 | | |

| Borrowings | | | $ | 1,249 | | | | | $ | — | |

| Net income | | | $ | 1,253 | | | | | $ | 1,233 | | | | | $ | 2,201 | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (265) | | | | | | — | | | | | | (265) | | | | | | — | | | | | | (265) | | |

| Shares repurchased | | | (46) | | | | | | — | | | | | | (8) | | | | | | — | | | | | | (891) | | | | | | (1,123) | | | | | | — | | | | | | (2,014) | | | | | | — | | | | | | (2,014) | | |

| Balance, June 30, 2023 | | | 263 | | | | | | $ | 3 | | | | | 235 | | | | | | $ | 2 | | | | | $ | 8,253 | | | | | $ | 2,269 | | | | | $ | (149) | | | | | $ | 10,378 | | | | | $ | 67 | | | | | $ | 10,445 | |

*The Transaction*

| | | | 2023 | | | | | | 2022 | | |

| Allowance for credit losses | | | (44) | | | | | | (54) | | |

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.

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.

Changes to estimated future revenues may result in impairments or changes in amortization patterns.

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 2023, 2022 and 2021.

If the fair value of the investment has dropped below the carrying amount, management considers

Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below.

In assessing the reasonableness of its determined fair values, the

results could vary significantly from such estimates.

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

Diluted earnings per share for the Class A Common Stock and Class B Common Stock is

Redeemable noncontrolling interests are presented outside of permanent equity on the Company’s Balance Sheets as their redemption is outside the control of the Company.

Recently Adopted, Recently Issued Accounting Guidance and Other

*Inflation Reduction Act*

In August 2022, the U.S. government enacted the Inflation Reduction Act which, among other changes, imposes a 15% corporate alternative minimum tax (“CAMT”) and a 1% excise tax on stock repurchases.

Once subject to the CAMT, a taxpayer will compute both its CAMT liability and its regular federal tax liability and pay the higher of the two.

To the extent that the CAMT liability exceeds the regular federal tax liability, a taxpayer will receive a credit (“CAMT credit”) which can be used against its regular federal tax liability in the future when the taxpayer is no longer subject to the CAMT.

The CAMT credit does not expire.

The CAMT is effective for tax years beginning after December 31, 2022, which means it will be applicable to the Company starting in fiscal 2024.

The excise tax on stock repurchases applies to stock repurchases occurring after December 31, 2022.

The Company continues to evaluate the impact the CAMT will have on its financial statements but expects that, when applicable, the Company will be subject to the CAMT.

The CAMT will impact the timing of the cash tax benefit the Company receives from the amortization of the additional tax basis received as a result of the Transaction Tax.

This change in timing will result in an increase to the Company’s annual cash tax liability which could be material.

However, as noted above, if the Company pays CAMT it will receive a CAMT credit that can be carried forward indefinitely and applied against its regular federal tax liability in future years.

The

Company has been subject to the excise tax on stock repurchases occurring after December 31, 2022, but the impact to the financial statements is not material.

August 12, 2022

| *Description of the Matter* | | | As disclosed in Note 2 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company's deferred tax assets. For the year ended June 30, 2022, the Company had deferred tax assets before valuation allowances of $3.7 billion as disclosed in Note 16. | | |

| | | | Auditing management's assessment of realizability of deferred tax assets involved subjective estimation and complex auditor judgment in determining whether sufficient future taxable income will be generated to support the realization of the existing deferred tax assets. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management's estimates of future taxable income. Among other audit procedures performed, we evaluated the significant assumptions used by the Company to develop estimated future taxable income and tested the completeness and accuracy of the underlying data. For example, we evaluated management's estimates of future taxable income by performing a look-back analysis of management's historical estimates compared to actual results as well as compared management's estimates to current industry and economic trends. We also performed a sensitivity analysis of future taxable income to evaluate the recoverability of deferred tax assets resulting from changes in assumptions. | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Deferred tax assets | | | 3,440 | | | | | | 3,822 | | |

| Borrowings | | | $ | — | | | | | $ | 749 | |

| Sale of investments | | | — | | | | | | — | | | | | | 349 | | |

| Borrowings | | | — | | | | | | — | | | | | | 1,191 | | |

| Balance, June 30, 2019 | | | 354 | | | | | | $ | 4 | | | | | 266 | | | | | | $ | 3 | | | | | $ | 9,891 | | | | | $ | 357 | | | | | $ | (308) | | | | | $ | 9,947 | | | | | $ | 11 | | | | | $ | 9,958 | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (282) | | | | | | — | | | | | | (282) | | | | | | — | | | | | | (282) | | |

| Shares repurchased | | | (12) | | | | | | (1) | | | | | | (5) | | | | | | — | | | | | | (273) | | | | | | (326) | | | | | | — | | | | | | (600) | | | | | | — | | | | | | (600) | | |

| Other | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 213 | | | | | | (74) | | | | | | — | | | | | | 139 | | | | | | (24) | | | | | | 115 | | |

*The Distribution*

The Separation Agreement contains the key provisions relating to the Separation and the Distribution.

The Separation Agreement identifies the assets that were transferred, the liabilities that were assumed and the contracts that were assigned to each of the Company and 21CF as part of the Separation and describes how these transfers, assumptions and assignments occurred.

It also provides for cross-indemnities between the Company and 21CF.

Other matters governed by the Separation Agreement include access to financial and other information, confidentiality, access to and provision of records, continued access for the Company to 21CF insurance policies and shared contracts and certain third-party consent provisions.

Pursuant to the Separation Agreement, the Company is the owner of all "FOX" brands and related trademarks, as well as all other intellectual property primarily related to the Company's business.

In addition, the Company entered into certain trademark and other intellectual property license agreements in connection with the use of certain intellectual property by 21CF.

The tax matters agreement among the Company, Disney and 21CF governs the parties' respective rights, responsibilities and obligations with respect to certain tax matters.

The Company also entered into an employee matters agreement with 21CF that governs the parties' obligations with respect to certain employee-related liabilities (See Note 12—Equity-Based Compensation).

The core transition services agreements entered into in connection with the Separation terminated in accordance with their terms in fiscal 2022.

Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF.

This prepayment was in the amount of approximately $700 million.

amounts that are reported in the Financial Statements and accompanying disclosures.

| Allowances for doubtful accounts | | | (54) | | | | | | (77) | | |

estimated useful lives.

While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit in the Other, Corporate and Eliminations segment and a potential non-cash goodwill impairment charge.

The estimated fair value of this reporting unit was determined using a combination of the income approach, which incorporates the use of a discounted cash flow analysis, and the market approach, which incorporates the use of revenue multiples based on market data.

Fair value exceeded the carrying value of this reporting unit by less than 20% as of June 30, 2022.

Further adverse changes in market conditions may result in a partial or full impairment of the approximately $250 million of goodwill in this reporting unit as of June 30, 2022.

Affiliate fee revenue is recognized at a point in time when the network programming is made available to the customer.

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740").

The Company accounts for share-based payments in accordance with ASC 718, "Compensation—Stock Compensation" ("ASC 718").

ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Financial Statements.

The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, "Distinguishing Liabilities from Equity," because their exercise is outside the control of the Company.

of the adjustment that reflects a redemption in excess of fair value is presented within net income attributable to noncontrolling interests in the Statements of Operations.

Acquisitions are accounted for under ASC 805, "Business Combinations" ("ASC 805"), which requires, among other things, that an acquirer record any noncontrolling interests in an acquiree at their acquisition date fair value.

The [removed: Company's] [added: Company’s] management, with the participation of the [removed: Company's] [added: Company’s] Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the [removed: Company's] [added: Company’s] disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the [added: Securities] Exchange [removed: Act)] [added: Act of 1934,] as [added: amended (the “Exchange Act”)) as] of the end of the period covered by this Annual Report.

[removed: Management's] [added: Management’s] report and the report of the independent registered public accounting firm thereon are set forth on pages [removed: 59] [added: 58] and [removed: 60,] [added: 59,] respectively, and are incorporated herein by reference.

There were no changes in the [removed: Company's] [added: Company’s] internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the [removed: Company's] [added: Company’s] fourth quarter of fiscal [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the [removed: Company's] [added: Company’s] Definitive Proxy Statement to be filed in connection with its [removed: 2022] [added: 2023] Annual Meeting of Stockholders pursuant to Regulation 14A.

| 2.1 | | | [Separation Agreement, dated as of March 19, 2019, between Twenty-First Century Fox, Inc. and Fox Corporation (the](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [removed: "[Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)"[)] [added: [“](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[)] (incorporated herein by reference to Exhibit 2.1 to the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[s] [added: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[’](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[s] Current Report on Form 8-K dated March 14, 2019 and filed with the Securities and Exchange Commission (the](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [removed: "[SEC](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)"[)] [added: [“](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[SEC](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[)] on March 19, 2019 (the](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [removed: "[March] [added: [“](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[March] 14, 2019 Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)"[).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)] [ѱ](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the [removed: March 14, 2019] [added: Registrant’s Quarterly Report on] Form [removed: 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex31.htm)] [added: 10-Q for the quarter ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/1754301/000162828023002786/foxa-20221231x10qex31.htm)] | | |

| 3.2 | | | [Amended and Restated By-laws of [removed: Fox Corporation] [added: the Registrant] (incorporated herein by reference to Exhibit 3.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)[s] [added: Registrant’s] Current Report on Form 8-K dated February [removed: 8, 2022] [added: 13, 2023] and filed with the SEC on February [removed: 9, 2022).](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)] [added: 13, 2023).](https://www.sec.gov/Archives/edgar/data/1754301/000119312523036119/d429047dex31.htm)] | | |

| 10.3 | | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Restricted Stock Unit Terms and [removed: Conditions (incorporated herein by reference to Exhibit 10.3 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex103.htm)] [added: Conditions.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex103.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex103.htm)] | | |

| 10.5 | | | [Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[s] [added: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[’](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[s] Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm) [removed: "[March] [added: [“](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[March] 2019 Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)"[)).](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[”](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[)).](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)] | | |

| 10.9 | | | [Form of Employment Agreement Amendment (incorporated herein by reference to Exhibit 10.1 to the [removed: Re](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)['](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[s](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm) [Quarterly] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[’](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[s Quarterly] Report on Form 10-Q for the quarter ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm) | | |

| 10.10 | | | [removed: [Credit Agreement,] [added: [Credit](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm) [Agreement,] dated as of [removed: March 15, 2019,] [added: June 14, 2023,] among the Registrant, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, [removed: JP Morgan] [added: JPMorgan] Chase Bank, N.A. and Morgan Stanley [removed: Bank, N.A.,] [added: Senior Funding, Inc.,] as Co-Documentation Agents, and Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm)[s] [added: Registrant's] Current Report on Form 8-K dated [removed: March 15, 2019] [added: June 14, 2023] and filed with the SEC on [removed: March 15, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm) [ѱ](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm)] [added: June 1](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[).](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[ѱ](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)] | | |

| 10.11 | | | [removed: [First Amendment to Credit] [added: [Stockholders] Agreement, dated as of [removed: April 1, 2020, among the Registrant,] [added: November 6, 2019, by and between] the [removed: lenders party thereto] [added: Registrant] and [removed: Citibank, N.A., as Administrative Agent] [added: the Murdoch Family Trust] (incorporated herein by reference to Exhibit 10.1 to the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459020014985/fox-ex101_35.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459020014985/fox-ex101_35.htm)[s] [added: Registrant's] Current Report on Form 8-K dated [removed: March 31, 2020] [added: November 5, 2019] and filed with the SEC on [removed: April 2, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000156459020014985/fox-ex101_35.htm)] [added: November 6, 2019).](https://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm)] | | |

| 21.1 | | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828022022584/foxa-20220630x10kex211.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex211.htm)] | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828022022584/foxa-20220630x10kex231.htm#i22f9f1c956d34e1ea67eda7296b76f1e_33)] [added: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex231.htm#i17369918f8f34c869296560f5edaf436_1)] | | |

| 31.1 | | | [Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828022022584/foxa-20220630x10kex311.htm#i7c643da9359c4a29a59bd43468a48530_1)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex311.htm#i78fb2719f0f94d409b18f6ea7f2ddea5_1)] | | |

| 31.2 | | | [Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828022022584/foxa-20220630x10kex312.htm#icca804cfe3f440a1909dafbcd9bc0305_1)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex312.htm#i7de9eadadc9942dc90ca9b55a83e7838_1)] | | |

| 32.1 | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000162828022022584/foxa-20220630x10kex321.htm#i517efec34a5e4a8e8629e27a4fa72a76_1)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex321.htm#i182473fa8da944f484eb2138b0f4a0b0_1)] | | |

| 101 | | | The following financial information from the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022] [added: 2023] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (iii) Consolidated Balance Sheets as of June 30, [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (v) Consolidated Statements of Equity for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] and (vi) Notes to the Consolidated Financial Statements.* | | |

| 4.1 | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828023029065/foxa-20230630x10kex41.htm) | | |

| | | | | | |

| 4.1 | | | [Description of the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)[s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)[s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and filed with the SEC on August 10, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm) | | |

| 10.12 | | | [Stockholders Agreement, dated as of November 6, 2019, by and between the Registrant and the Murdoch Family Trust (incorporated herein by reference to Exhibit 10.1 to the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm)[s Current Report on Form 8-K dated November 5, 2019 and filed with the SEC on November 6, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm) | | |

| Date: August [removed: 12, 2022] [added: 11, 2023] | | | | | | | | |

| /S/ LACHLAN K. MURDOCH | | | | | | Executive Chair and Chief Executive Officer (Principal Executive Officer) | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ STEVEN TOMSIC | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ K. RUPERT MURDOCH | | | | | | Chair | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ WILLIAM A. BURCK | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ CHASE CAREY | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ ANNE DIAS | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ ROLAND A. HERNANDEZ | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ JACQUES NASSER | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |

| /S/ PAUL D. RYAN | | | | | | Director | | | | | | August [removed: 12, 2022] [added: 11, 2023] | | |