FOX Annual Report 2023
FOX Annual Report 2023
FOX Annual Report 2023
ANNUAL REPORT
23
A MESSAGE FROM
L ACHL AN MURDOCH
Dear Shareholders,
Fiscal 2023 was a showcase year for FOX, demonstrating our unique strategy
that distinguishes us from our peers and delivers for our audience, advertising
and distribution partners and our shareholders.
The dedication and contribution from our employees served as the foundation
for the successes across our portfolio and was reflected in our financial delivery.
This Fiscal year, we generated record annual revenue and Adjusted EBITDA. Notably, we reported
revenue growth of 7%, including 12% advertising growth, supported by major tentpole events,
including the midterm elections and Super Bowl LVII, and further propelled by outstanding growth at
Tubi. Meanwhile, we continued to post solid growth in our affiliate revenue as we completed the first
third of our current distribution renewal cycle.
These results demonstrate that FOX’s portfolio, featuring our incredibly compelling live news and
sports events along with our linear and digital entertainment offering, continues to deliver engaged
audiences at scale across all content verticals, while also driving exceptional growth throughout our
digital businesses. In a world of increasing audience fragmentation, FOX’s collective linear and digital
viewership increased 8% year over year.
Tubi’s Fiscal 2023 was nothing short of spectacular, underpinned by growth in total view time,
which in turn powered revenue growth. Tubi made its debut in Nielsen’s ‘The Gauge,’ growing total
consumption in fiscal 2023 by 79% and making it the #1 AVOD player with consumption levels equal
to a Top-5 cable network.
With a burgeoning library of over 60,000 titles, including a growing collection of Tubi originals and nearly
250 FAST channels available to viewers, Tubi achieved successive gains across each quarter of the year.
FOX Entertainment notched multiple wins throughout the year including the #1 entertainment
telecast with Next Level Chef, the #1 new scripted drama of 2023 with Accused and the #1
new unscripted series with Special Forces: World’s Toughest Test. Recognizing the industry-wide
changes in viewership habits, FOX Entertainment continues to expand its footprint across owned
and unscripted content, investing in more co-production arrangements and securing a stake in each
new series that premiered on the FOX Network during the 2022-2023 broadcast season.
At FOX News Media, we continued to lead, both in ratings and engagement, as the top-rated network
across the entire cable ecosystem and the number two national network in all of U.S. television.
We sustained a double-digit lead in total viewership over our nearest competitors for the entire fiscal
year, even during the period where our primetime lineup was in transition.
In fact, since its mid-July debut, FOX News’ new primetime lineup was up 38% in total viewers and
up 62% in the Adults 25-54 demographic versus the June schedule through August 2023. We are
confident that our deep bench of talent will continue to set the standard for all news services as we
move towards the 2024 Presidential election.
Our FOX Television Stations collectively produced approximately 1,200 hours of local news coverage
every week throughout the year. And thanks to locations across many of the key battleground political
markets, our stations delivered a record midterm election sales cycle that was just shy of the last
Presidential cycle.
FOX Sports’ portfolio of premium sports rights continues to be the industry leader in live sports
event viewing. The FOX broadcast of Super Bowl LVII was the most watched U.S. TV show of all time.
Additionally, our Thanksgiving Day game was the most-watched NFL regular season game of all time,
and the USA-England match was the most-watched U.S. Men’s FIFA World Cup™ match of all time.
This past year, our continued focus and dedication to corporate social responsibility earned
increasingly high marks from several ESG ratings providers and established FOX as a leader among
our industry peers. Over the course of Fiscal 2023, across all FOX businesses, our FOX Forward
philanthropic programs positively impacted the communities which we serve, with a continued focus
on veterans and active-duty military, first responders and underserved students.
As we look to Fiscal 2024, notwithstanding headwinds facing our industry and macroeconomic
uncertainty, we enter the new fiscal year from a position of strength. Our balance sheet is among
the most robust in the industry with approximately $4.3 billion in cash and cash equivalents at
fiscal year end and a modest net leverage ratio of approximately 1 times, giving us the flexibility
to support our ongoing commitment to capital returns to shareholders as well as to pursue value
accretive investment.
Our mix of assets puts us in a uniquely strong position when compared to our peers.
Leveraging the strengths of our market-leading brands and our relentless focus on
our core businesses, we are committed to delivering value to our shareholders in a
thoughtful and disciplined manner. As always, we are grateful for your confidence and
value your support.
Sincerely,
Lachlan Murdoch
Executive Chair and CEO, Fox Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2023
or
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 001-38776
FOX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 83-1825597
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
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. o
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). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of December 30, 2022, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the
registrant’s Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately $8.9 billion, based upon the closing price of $30.37 per share as
quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the registrant’s Class B Common Stock, par value $0.01 per share, held by
non-affiliates was approximately $3.8 billion, based upon the closing price of $28.45 per share as quoted on The Nasdaq Global Select Market on that date.
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.
DOCUMENTS INCORPORATED BY REFERENCE
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 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 Corporation’s fiscal year end.
TABLE OF CONTENTS
Page
PART I
PART II
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ......................... 110
ITEM 11. EXECUTIVE COMPENSATION ........................................................................................................ 110
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS................................................................................ 110
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE ................................................................................................................................. 110
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ................................................................... 110
PART IV
ITEM 1. BUSINESS
Background
Fox Corporation is a news, sports and entertainment company, which manages and reports its
businesses in the following segments:
• Cable Network Programming, which produces and licenses news and sports content distributed
through traditional cable television systems, direct broadcast satellite operators and
telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming
distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S.
• Television, which produces, acquires, markets and distributes programming through the FOX
broadcast network, advertising supported video-on-demand (“AVOD”) service Tubi, 29 full power
broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S.
Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with
MyNetworkTV and one is an independent station. The segment also includes various production
companies that produce content for the Company and third parties.
• Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible Labs
Inc. (“Credible”), corporate overhead costs and intracompany eliminations. The FOX Studio Lot,
located in Los Angeles, California, provides television and film production services along with office
space, studio operation services and includes all operations of the facility. Credible is a U.S.
consumer finance marketplace.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the
fiscal year ended June 30, 2023 (“fiscal 2023”) to “FOX,” the “Company,” “we,” “us” or “our” mean Fox
Corporation and its consolidated subsidiaries. We use the term “MVPDs” to refer collectively to traditional
MVPDs and virtual MVPDs.
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox,
Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX’s Class A Common Stock and Class B
Common Stock (collectively, the “Common Stock”) began trading on The Nasdaq Global Select Market (the
“Transaction”). The Walt Disney Company (“Disney”) acquired the remaining 21CF assets and 21CF became a
wholly-owned subsidiary of Disney. The Company is party to a separation and distribution agreement and a tax
matters agreement that govern certain aspects of the Company’s relationship with 21CF and Disney following
the Transaction. The core transition services agreements entered into in connection with the Transaction
terminated in accordance with their terms in fiscal 2022.
The Company’s fiscal year ends on June 30 of each year. The Company was incorporated in 2018 under
the laws of the State of Delaware. The Company’s principal executive offices are located at 1211 Avenue of the
Americas, New York, New York 10036 and its telephone number is (212) 852-7000. The Company’s website is
www.foxcorporation.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge,
through the Company’s website as soon as reasonably practicable after the material is electronically filed with
or furnished to the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site
that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. We are providing our website address solely for the information of investors. We do
not intend the address to be an active link or to otherwise incorporate the contents of the website, including any
reports that are noted in this Annual Report as being posted on the website, into this Annual Report.
Forward-looking statements in this Annual Report speak only as of the date hereof. The Company does
not undertake any obligation to update or release any revisions to any forward-looking statement made herein
or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events or to conform such statements to actual results or changes in our expectations, except as required by
law.
Business Overview
FOX produces and delivers compelling news, sports and entertainment content through its iconic brands,
including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group.
The Company differentiates itself in a crowded media and entertainment marketplace through its simple
structure, the leadership positions of its brands and premium programming that focus on live and “appointment-
based” content, a significant presence in major markets, and broad distribution of its content across traditional
and digital platforms.
Attractive financial profile, including multiple revenue streams, strong balance sheet and other assets.
We have achieved strong revenue growth and profitability in a complex industry environment over the
past several years. Additionally, our strong balance sheet provides us with the financial flexibility to continue to
invest across our businesses, allocate resources toward investments in growth initiatives, take advantage of
strategic opportunities, including potential acquisitions across the range of media categories in which we
operate, and return capital to our stockholders. 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. We also benefit from a tax asset that resulted from the step-up in the tax basis of our assets following the
Transaction, which is expected to provide an annual cash tax benefit for many years. 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. We also own
an equity stake in Flutter Entertainment plc (“Flutter”), an online sports betting and gaming company with
operations in the U.S. and internationally, and we maintain a valuable option to acquire 18.6% of FanDuel
Group, a majority-owned subsidiary of Flutter.
Increase revenue growth through the continued delivery of high quality, premium and valuable content.
With a focused portfolio of assets, we create and produce high quality programming that delivers value for
our viewers, our affiliates and our advertisers. We intend to continue to generate appropriate value for our
content. Additionally, we expect our internal production capabilities and co-production arrangements will
facilitate growth by enabling us to directly manage the economics and programming decisions of our broadcast
network, stations group and Tubi. We also believe our unique ability to deliver "appointment-based" viewing and
audiences at scale, along with innovative advertising platforms, delivers substantial value to our advertising
customers, and the unique nature of our "appointment-based" content positions us to maintain and even grow
audiences during a time of increasing consumer fragmentation.
Expand our digital distribution offerings and direct engagement with consumers, increasing
complementary sources of revenues.
The availability of our key networks on all major virtual MVPD services reflects the strength of our brands
and the "must-have" nature of our content. We are also cultivating and growing direct interactions between FOX
brands and consumers outside traditional linear television. For example, Tubi, which we acquired in fiscal 2020,
provides us with a wholly-owned digital platform to access a wider digital audience and further the reach of our
content. Tubi continues to experience significant growth in total view time across a library of over 60,000 titles,
as well as key FOX entertainment, news and sports 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. FOX News Media operates a number of 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 content (including original
programming), and FOX Weather, which offers local, regional and national weather reporting in addition to live
programming. 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.
Segments
Cable Network Programming
The Cable Network Programming segment produces and licenses news, business news and sports
content for distribution through traditional and virtual MVPDs and other digital platforms, primarily in the U.S.
The businesses in this segment include FOX News Media (which includes FOX News and FOX Business) and
our primary cable sports programming networks FS1, FS2, the Big Ten Network and FOX Deportes.
4
The following table lists the Company’s significant cable networks and the number of subscribers as
estimated by Nielsen:
As of June 30,
2023 2022
(in millions)
FOX News Media Networks
FOX News ....................................................................................................................... 72 75
FOX Business ................................................................................................................. 70 72
FOX Sports Networks
FS1 ................................................................................................................................... 72 74
FS2 ................................................................................................................................... 52 55
The Big Ten Network ..................................................................................................... 48 50
FOX Deportes ................................................................................................................. 13 15
FOX News Media. FOX News Media includes the FOX News and FOX Business networks and their
related properties. For over 20 consecutive years, FOX News has been the top-rated national cable news
channel in both Monday to Friday primetime and total day viewing. FOX News also finished calendar year 2022
as the #1 cable news network in Monday to Friday total day viewing among the key Adults 25-54 demographic,
as well as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the
seventh consecutive year. FOX Business is a business news national cable channel and was the #1 business
network in business day and market hours among total viewers for each quarter during fiscal 2023. FOX News
also produces a weekend political commentary show, FOX News Sunday, for broadcast on the FOX Television
Stations and stations affiliated with the FOX Network throughout the U.S. FOX News, through its FOX News
Edge service, licenses news feeds to affiliates to the FOX Network and other subscribers to use as part of local
news broadcasts primarily throughout the U.S. FOX News also produces FOX News Audio, which licenses
news updates, podcasts, and long-form programs to local radio stations and to mobile, Internet and satellite
radio providers.
FS1. FS1 is a multi-sport national network that features live events, including regular season and post-
season MLB games, NASCAR, college football, college basketball, the FIFA Men’s and Women’s World Cup,
Major League Soccer (“MLS”), the USFL, the Union of European Football Associations (“UEFA”) European
Championship, UEFA Nations League, Concacaf and CONMEBOL soccer and horse racing. In addition to live
events, FS1 also features original programming from FOX Sports Films, studio programming such as NASCAR
Race Hub and opinion shows such as Undisputed and The Herd with Colin Cowherd.
FS2. FS2 is a multi-sport national network that features live events, including NASCAR, collegiate sports,
horse racing, rugby, world-class soccer and motor sports.
FOX Sports Racing. FOX Sports Racing is a 24-hour video programming service consisting of motor
sports programming, including NASCAR events and original programming, National Hot Rod Association
(“NHRA”), motorcycle racing and horse racing. FOX Sports Racing is distributed to subscribers in Canada and
the Caribbean.
FOX Soccer Plus. FOX Soccer Plus is a premium video programming network that showcases exclusive
live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Super Rugby
League, Australian Football League and the National Rugby League.
FOX Deportes. FOX Deportes is a Spanish-language sports programming service distributed in the U.S.
FOX Deportes features coverage of a variety of sports events, including premier soccer (such as matches from
MLS, Liga MX and Liga de Guatemala), the NFL NFC Championship and the Super Bowl, MLB (including
regular season games, the National League Championship Series in 2022 and the All-Star and World Series
games), NASCAR Cup Series, college football and WWE Smackdown. In addition to live events, FOX Deportes
also features multi-sport news and highlight shows and daily studio programming. FOX Deportes is available to
approximately 12.7 million cable and satellite households in the U.S., of which approximately 3.1 million are
Hispanic.
5
The Big Ten Network. The Big Ten Network is a 24-hour national video programming service dedicated to
the collegiate Big Ten Conference and Big Ten athletics, academics and related programming. The Big Ten
Network televises live collegiate events, including football games, regular-season and post-season men’s and
women’s basketball games, and men’s and women’s Olympic events (including wrestling, volleyball and ice
hockey), as well as a variety of studio shows and original programming. The Big Ten Network also owns and
operates B1G+ (formerly branded BTN+), a subscription video streaming service that features live streams of
non-televised sporting events, replays of televised and streamed events, and a large collection of classic games
and original programming. The Company owns approximately 61% of the Big Ten Network.
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. The Company’s websites and apps provide live and/or on-demand streaming of network-related
programming primarily on an authenticated basis to allow video subscribers of the Company’s participating
distribution partners to view Company content via the Internet. These websites and apps include
FOXNews.com, FOXBusiness.com, FOXWeather.com, FOXSports.com, FOXDeportes.com, theUSFL.com and
OutKick.com and the FOX News, FOX Business, FOX Weather, FOX Sports and FOX Deportes mobile apps.
FOX News Media also operates direct-to-consumer services FOX Nation, an SVOD service that offers U.S.
consumers a variety of on-demand content (including original programming), and FOX Weather, a FAST service
that offers local, regional and national weather reporting in addition to live programming. The Big Ten Network
distributes programming through the B1G+ subscription video streaming service. The Company also distributes
non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such
as photography, artwork and graphical design across FOX-branded social media and third party video and
audio platforms.
Outkick Media. The Company owns Outkick Media, a digital media company focused on the intersection
of sports, news and entertainment.
USFL. FOX Sports founded and launched the USFL in April 2022. The USFL is a professional spring
football league with eight teams playing a 40-game regular season schedule in addition to two playoff games
and a championship game. Under multi-year rights agreements, FOX Sports and NBC Sports are the domestic
distribution partners of the USFL games.
FOX News Media. FOX News' primary competition comes from the broadcast networks' national news
divisions and cable networks CNN and MSNBC. FOX Business' primary competition comes from the cable
networks CNBC and Bloomberg Television. FOX News and FOX Business also compete for viewers and
advertisers within a broad spectrum of television networks, including other non-news cable networks, free-to-air
broadcast television networks and direct-to-consumer streaming and on-demand platforms and services. FOX
News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com,
CNBC.com, Bloomberg.com, Yahoo.com and The Wall Street Journal Online, among others.
FOX Sports. A number of basic and pay television programming services, direct-to-consumer streaming
services, and free-to-air stations and broadcast networks compete with FS1, FS2 and the Big Ten Network for
sports programming rights, distribution, audiences and advertisers. On a national level, the primary competitors
to FS1, FS2, and the Big Ten Network are ESPN, ESPN2, TNT, TBS, USA Network, CBS Sports Network,
league-owned networks such as NFL Network, NHL Network, NBA TV and MLB Network, collegiate conference-
specific networks such as the SEC Network, Pac-12 Network and ACC Network, and direct-to-consumer
streaming services such as ESPN+, Peacock, Amazon Prime Video, Apple TV+, Paramount+, Max, FuboTV,
and Roku. In regional markets, the Big Ten Network competes with regional sports networks, local broadcast
television stations and other sports programming providers and distributors.
6
Television
The Television segment produces, acquires, markets and distributes programming through the FOX
broadcast network, the Tubi AVOD service, broadcast television stations and other digital platforms, primarily in
the U.S. The segment also includes various production companies that produce content for the Company and
third parties.
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."
7
The following table lists certain information about each of the television stations owned and operated by
FOX Television Stations. Unless otherwise noted, all stations are affiliates of the FOX Network.
8
(a)
VHF television stations transmit on Channels 2 through 13 and UHF television stations on Channels 14
through 36. The Federal Communications Commission (the "FCC") applies a discount (the “UHF
Discount"), which attributes only 50% of the television households in a local television market to the
audience reach of a UHF television station for purposes of calculating whether that station’s owner
complies with the national station ownership cap imposed by FCC regulations and by statute; in making
this calculation, only the station’s RF Broadcast Channel is considered. In a duopoly market, both stations
must be UHF for the discount to apply. In addition, the coverage of two commonly owned stations in the
same market is counted only once. The percentages listed are rounded and do not take into account the
UHF Discount. For more information regarding the FCC’s national station ownership cap, see
“Government Regulation.”
(b)
MyNetworkTV licensee station.
(c)
WWOR-TV hosts television station WRNN, New Rochelle, NY, licensed to WRNN License Company, LLC,
an unrelated third party pursuant to a channel sharing agreement between FOX Television Stations and
shared WRNN License Company, LLC. A portion of the spectrum formerly licensed to WWOR-TV is now
shared with and licensed to WRNN.
(d)
WPWR-TV channel shares with WFLD.
(e)
WDCA channel shares with WTTG.
(f)
Independent station.
(g)
The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite
station of WFTC, Channel 29, Minneapolis, MN. Station KFTC is in addition to the 29 full power stations
described in this section.
(h)
WITI hosts television station WVCY, Milwaukee, WI, licensed to VCY America, Inc., an unrelated third party
pursuant to a channel sharing agreement between WITI Television, LLC, the predecessor in interest of
FOX Television Stations, and VCY America, Inc. A portion of the spectrum family licensed to WITI is now
shared with and licensed to WVCY.
The FOX Network obtains national sports programming through license agreements with professional or
collegiate sports leagues or organizations, including long-term agreements with the NFL, MLB, college football
and basketball conferences, NASCAR, FIFA, UEFA, Concacaf, CONMEBOL and WWE. Entertainment
programming is obtained from major television studios, including 20th Television (formerly known as Twentieth
Century Fox Television and which is owned by Disney), Sony Pictures Television and Warner Bros. Television,
and independent television production companies pursuant to license agreements. The terms of these
agreements generally provide the FOX Network with the right to acquire broadcast rights to a television series
for a minimum of four seasons. Entertainment programming is also provided by the Company's in-house
production companies.
The FOX Network provides programming to affiliates in accordance with affiliation agreements of varying
durations, which grant to each affiliate the right to broadcast network television programming on the affiliated
station. Such agreements typically run three or more years and have staggered expiration dates. These
affiliation agreements require affiliates to the FOX Network to carry the FOX Network programming in all time
periods in which the FOX Network programming is offered to those affiliates, subject to certain exceptions
stated in the affiliation agreements.
Tubi
Tubi is a leading AVOD service that is available on multiple digital platforms in the United States and
select international regions. 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. Tubi also
features key FOX content, such as The Masked Singer, Next Level Chef and Divorce Court, as well as sports
programming and live local and national news content. In addition to its on-demand library, Tubi offers nearly
250 sports, entertainment and local news linear streaming channels. These include channels featuring FOX
Entertainment's The Masked Singer, TMZ and Studio Ramsay Global’s Gordon Ramsay and feeds from over
100 local television stations (including FOX's owned and operated stations), covering 75 DMAs and 22 of the
top 25 markets. 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).
Tubi enables the Company's advertising partners to access a substantial, incremental digital audience. As
of May 2023, the median age of Tubi’s audience is approximately 10 years younger than the median age of
broadcast television viewers. Tubi’s viewers are diverse and multicultural with a majority of its audience not
subscribing to traditional or virtual MVPD services.
Digital Distribution
The Company's Television segment also distributes programming through FOX-branded websites, apps,
podcasts and social media accounts and licenses programming for distribution through MVPDs' websites and
apps. The Company's websites and apps include FOX.com, FOXSports.com, TMZ.com, the FOX Sports app
and the TMZ app and provide live and/or on-demand streaming of FOX Network shows and programming from
broadcast stations affiliated with the FOX Network. 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. These services include LiveNOW from FOX, which offers live
news coverage; FOX Soul, a service dedicated to the African American viewer that features original and
syndicated programming; and FOX Locals, a group of FAST services that offer live and recorded content from
over 15 FOX-owned and operated local television stations. 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.
MyNetworkTV
The programming distribution service, Master Distribution Service, Inc. (branded as MyNetworkTV),
distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over
180 licensee stations, including 10 stations owned and operated by the Company, and is available to
approximately 94.9% of U.S. households as of June 30, 2023.
Competition
The network television broadcasting business is highly competitive. The FOX Network (with respect to
both its sports and entertainment programming), MyNetworkTV and Tubi compete for audiences, programming
and advertising revenue with a variety of competing media, including other broadcast television networks; cable
television systems and networks; direct-to-consumer streaming and on-demand platforms and services; mobile,
gaming and social media platforms; audio programming; and print and other media. In addition, the FOX
Network and MyNetworkTV compete with other broadcast networks and programming distribution services to
secure affiliations or station agreements with independently owned television stations in markets across the
U.S. ABC, NBC and CBS each broadcast a significantly greater number of hours of programming than the FOX
Network and, accordingly, may be able to designate or change time periods in which programming is to be
broadcast with greater flexibility than the FOX Network. Technological developments are also continuing to
affect competition within the broadcast television marketplace. Our entertainment programming production
businesses compete with other content creators for creative talent, new content ideas, intellectual property and
the distribution of their content.
Each of the stations owned and operated by FOX Television Stations also competes for advertising
revenues with other television stations, radio and cable systems in its respective market area, along with other
advertising media, including direct-to-consumer streaming and on-demand platforms and services; mobile,
gaming and social media platforms; newspapers, magazines, outdoor advertising and direct mail. All of the
stations owned and operated by FOX Television Stations are located in highly competitive markets. Additional
factors that affect the competitive position of each of the television stations include management experience,
authorized power and assigned frequency of that station. Competition for sales of broadcast advertising time is
based primarily on the anticipated and actually delivered size and demographic characteristics of audiences as
determined by various rating services, price, the time of day when the advertising is to be broadcast,
competition from the other broadcast networks, cable television systems, direct broadcast satellite television,
services and digital media and general economic conditions. Competition for audiences is based primarily on
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the selection of programming, the acceptance of which is dependent on the reaction of the viewing public, which
is often difficult to predict.
Credible
The Company holds 66% of the equity in Credible, which operates consumer finance and insurance
marketplaces in the U.S. Credible’s offerings provide consumers personalized product and rate options for a
range of financial products, including student loans, personal loans, mortgages and insurance policies from
multiple consumer lending and insurance providers. Credible is part of the Tubi Media Group division.
Investments
Flutter
The Company holds an equity interest in Flutter, an online sports betting and gaming company with
operations in the U.S. and internationally. The Company owns approximately 4.3 million ordinary shares, which
represents approximately 2.5% of Flutter as of June 30, 2023. In addition, subject to certain conditions and
applicable gaming regulatory approvals, FOX Sports holds a 10-year call option expiring in December 2030 to
acquire an 18.6% equity interest in Flutter's majority-owned subsidiary, FanDuel Group ("FanDuel"). 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%. As of June 30, 2023, the option price is
approximately $4 billion. FOX has no obligation to commit capital towards this opportunity unless and until it
exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX's
consent or approval from the arbitrator.
Government Regulation
The Communications Act and FCC Regulation
The television broadcast industry in the U.S. is highly regulated by federal laws and regulations issued
and administered by various agencies, including the FCC. The FCC regulates television broadcasting, and
certain aspects of the operations of cable, satellite and other electronic media that compete with broadcasting,
pursuant to the Communications Act of 1934, as amended (the “Communications Act”). The introduction of new
laws and regulations or changes in the enforcement or interpretation of existing laws and regulations could have
a negative impact on the operations, prospects and financial performance of the Company.
Broadcast Licenses. The Communications Act permits the operation of television broadcast stations only
in accordance with a license issued by the FCC upon a finding that the grant of the license would serve the
public interest, convenience and necessity. The Company, through its subsidiaries, holds broadcast licenses in
connection with its ownership and operation of television stations. Under the Communications Act, television
broadcast licenses may be granted for a maximum term of eight years. Generally, the FCC renews broadcast
licenses upon finding that the television station has served the public interest, convenience and necessity; there
have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and
there have been no other violations by the licensee of the Communications Act or FCC rules and regulations
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which, taken together, indicate a pattern of abuse. The current renewal cycle for FOX Television Stations' FCC
applications for its full power broadcast licenses began in 2020 and all license renewal applications for the
current cycle have been filed. One of the pending applications has been opposed by a third party.
Ownership Regulations. Under the FCC’s national television ownership rule, one party may own television
stations with a collective national audience reach of not more than 39% of all U.S. television households,
subject to the UHF discount. Under the UHF discount, a UHF television station is attributed with reaching only
50% of the television households in its market for purposes of calculating national audience reach. In December
2017, the FCC issued a Notice of Proposed Rulemaking pursuant to which it will consider modifying, retaining
or eliminating the 39% national television audience reach limitation (including the UHF discount). If the FCC
determines in the future to eliminate the UHF discount and the national television audience reach limitation is
not eliminated or modified, the Company’s ability to acquire television stations in additional markets may be
negatively affected.
The Company is also subject to other communications laws and regulations relating to ownership. For
example, FCC dual network rules prohibit any of the four major broadcast television networks — FOX, ABC,
CBS, and NBC — from being under common ownership or control. In addition, under the Communications Act,
no broadcast station licensees may be owned by a corporation if more than 25% of the corporation’s stock is
owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the
laws of a foreign country. This ownership limit can be waived if the FCC finds it to be in the public interest. The
FCC could review the Company’s compliance with the foreign ownership regulations in connection with its
consideration of FOX Television Stations’ license renewal applications. The Company’s amended and restated
certificate of incorporation authorizes the Company’s Board of Directors to take action to prevent, cure or
mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to
permit any transfer of common stock to or ownership of common stock by a non-U.S. stockholder; 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.
Carriage and Content Regulations. FCC regulations require each television broadcaster to elect, at three-
year intervals, either to require carriage of its signal by traditional MVPDs in the station’s market or to negotiate
the terms through which that broadcast station would permit transmission of its signal by the traditional MVPDs
within its market, which we refer to as retransmission consent. FOX Television Stations have historically elected
retransmission consent for all of their owned and operated stations, and the Company has been compensated
as a result.
Federal legislation limits the amount of commercial matter that may be broadcast during programming
originally designed for children 12 years of age and younger to 10 ½ minutes per hour during the weekend and
12 minutes per hour during the week. In addition, FCC regulations generally require television stations to
broadcast a minimum of three hours per week of programming, which, among other requirements, must serve,
as a "significant purpose," the educational and informational needs of children 16 years of age and under.
Under FCC rules, one of the three hours per week may air on a television's station's multicast stream(s); the
other two hours must air on the primary programming stream. A television station found not to have complied
with the programming requirements or commercial limitations could face sanctions, including monetary fines
and the possible non-renewal of its license.
The FCC continues to strictly enforce its regulations concerning indecency, sponsorship identification,
political advertising, children's television, environmental concerns, emergency alerting and information, equal
employment opportunity, technical operating matters and antenna tower maintenance. Federal law authorizes
the FCC to impose fines of up to $479,945 per incident for violation of the prohibition against indecent and
profane broadcasts, and the FCC may also impose fines or revoke licenses for serious or multiple violations of
the indecency prohibition and/or its other regulations. Modifications to the Company’s programming to reduce
the risk of indecency violations could have an adverse effect on the competitive position of FOX Television
Stations and the FOX Network. If indecency regulation is extended to Internet or cable and satellite
programming, and such extension was found to be constitutional, some of the Company’s other programming
services could be subject to additional regulation that might adversely affect subscription and viewership levels.
Because FCC complaints are confidential, there may be pending nonpublic complaints alleging non-compliance
and it is not possible to predict the outcome of any such complaints.
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In addition, the Federal Trade Commission, or FTC, has increased its focus on unfair and deceptive
advertising practices, particularly with respect to social media marketing. Both FCC and FTC rules and
guidance require marketers to clearly and conspicuously disclose whenever there has been payment for a
marketing message or when there is a material connection between an advertiser and a product endorser.
FCC rules also require the closed captioning of almost all broadcast and cable programming. In addition,
Federal law requires affiliates of the four largest broadcast networks in the 80 largest markets to carry a
specified minimum number of hours of primetime or children’s programming per calendar quarter with audio
descriptions, i.e., a verbal description of key visual elements inserted into natural pauses in the audio and
broadcast over a separate audio channel. The same statute requires programming that was captioned on
television to retain captions when distributed via Internet Protocol apps or services.
In addition, FCC regulations govern various aspects of the agreements between networks and affiliated
broadcast stations, including a mandate that television broadcast station licensees retain the right to reject or
refuse network programming in certain circumstances or to substitute programming that the licensee reasonably
believes to be of greater local or national importance.
Violation of FCC regulations can result in substantial monetary forfeitures, periodic reporting conditions,
short-term license renewals and, in egregious cases, denial of license renewal or revocation of license. Violation
of FTC-imposed obligations can result in enforcement actions, litigation, consent decrees and, ultimately,
substantial monetary fines.
Broadcast Transmission Standard. In November 2017, the FCC adopted rules to permit television
broadcasters to voluntarily broadcast using the "Next Generation" broadcast television transmission standard
developed by the Advanced Television Systems Committee, Inc., also referred to as "ATSC 3.0" or "NEXTGEN
TV". FOX Television Stations is actively building out ATSC 3.0 facilities and is participating in various ATSC 3.0
testing with other broadcasters, but it is too early to predict the impact of this technical standard on the
Company's operations. In June 2020, the FCC adopted a Declaratory Ruling and Notice of Proposed
Rulemaking declaring that local and national ownership restrictions do not apply to non-video services. In June
2022, the FCC issued a Third Notice of Proposed Rulemaking that raises a number of questions that could
impact the adoption and roll-out of both video and non-video ATSC 3.0 services, as well as the broadcast
requirements for the ATSC 1.0 standard.
A number of privacy and data security bills that address the collection, retention and use of personal
information, breach notification requirements and cybersecurity that would impose additional obligations on
businesses, including in connection with targeted advertising, are pending or have been adopted at the state
and federal level. For example, the CPRA, which generally became effective on January 1, 2023, creates a new
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state privacy protection agency, expands individual rights, and introduces new requirements for businesses,
among other things. Several of these matters are subject to additional rulemaking. Other states have passed or
introduced similar privacy legislation, including Virginia, Colorado, Utah, Connecticut, Iowa, Indiana, and
Tennessee. In addition, the FTC and state attorneys general and other regulators have made privacy and data
security an enforcement focus. The FTC also has initiated a rulemaking proceeding to explore rules concerning
the collection, use, disclosure and security of personal information. Other federal and state laws and regulations
that could impact our businesses also may be adopted, such as those relating to minors, tailored advertising
and its measurement, and oversight of user-generated content.
Foreign jurisdictions also have implemented and continue to introduce new privacy and data security laws
and regulations, which apply to certain of the Company’s operations. It is possible that our current data
protection policies and practices may be deemed inconsistent with new legal requirements or interpretations
thereof and could result in the violation of these new laws and regulations. The EU General Data Protection
Regulation, in particular, regulates the collection, use and security of personal data and restricts the trans-
border flow of such data. Other countries, including the United Kingdom, Canada, Australia, China, and Mexico,
also have enacted data protection legislation.
The Company monitors and considers these laws and regulations, particularly with respect to the design
and operation of digital content services and legal and regulatory compliance programs. These laws and
regulations and their interpretation are subject to change, and could result in increased compliance costs,
claims, financial penalties for noncompliance, changes to business practices, including with respect to tailored
advertising, or otherwise impact the Company’s business. Violations of these laws and regulations could result
in significant monetary fines and other penalties, private litigation, require us to expend significant resources to
defend, remedy and/or address, and harm our reputation, even if we are not ultimately responsible for the
violation.
• the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair
Housing Act, the Real Estate Settlement Procedures Act, or “RESPA,” and similar state laws, and
federal and state unfair and deceptive acts and practices, or “UDAAP,” laws and regulations, which
place restrictions on the manner in which consumer loans and insurance products are marketed and
originated and the amount and nature of fees that may be charged or paid to Credible by lenders,
insurance carriers and real estate professionals for providing or obtaining consumer loan and insurance
requests;
• the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes
requirements related to mortgage disclosures; and
• federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act
of 2008, or “SAFE Act,” which establishes minimum standards for the licensing and regulation of
mortgage loan originators, and state insurance licensing laws.
Intellectual Property
The Company’s intellectual property assets include copyrights in television programming and other
publications, websites and technologies; trademarks, trade dress, service marks, logos, slogans, sound marks,
design rights, symbols, characters, names, titles and trade names, domain names; patents or patent
applications for inventions related to its products, business methods and/or services, trade secrets and know
how; and licenses of intellectual property rights of various kinds. The Company derives value from these assets
through the production, distribution and/or licensing of its television programming to domestic and international
cable and satellite television services, video-on-demand services, operation of websites, and through the sale of
products, such as collectible merchandise, apparel, books and publications, among others.
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The Company devotes significant resources to protecting its intellectual property, relying upon a
combination of copyright, trademark, unfair competition, patent, trade secret and other laws and contract
provisions. There can be no assurance of the degree to which these measures will be successful in any given
case. Policing unauthorized use of the Company’s products and services and related intellectual property is
often difficult and the steps taken may not in every case prevent the infringement by unauthorized third parties
of the Company’s intellectual property. The Company seeks to limit that threat through a combination of
approaches, including offering legitimate market alternatives, deploying digital rights management technologies,
pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties
and enhancing public awareness of the meaning and value of intellectual property and intellectual property
laws. Piracy, including in the digital environment, continues to present a threat to revenues from products and
services based on intellectual property.
Third parties may challenge the validity or scope of the Company’s intellectual property from time to time,
and such challenges could result in the limitation or loss of intellectual property rights. Even if not valid, such
claims may result in substantial costs and diversion of resources that could have an adverse effect on the
Company’s operations.
As of June 30, 2023, we had approximately 10,400 full-time employees. In the ordinary course of our
business and consistent with industry practice, we also employ freelance and temporary workers who provide
important production and broadcast support services. The vast majority of our workforce is based in the United
States, and a portion is unionized. We have posted on our corporate website our Employment Information
Report (EEO-1), showing the race, ethnicity and gender of our U.S. employees at https://
www.foxcorporation.com/eeo-1-data.
FOX’s Corporate Social Responsibility Report, also posted on our website at www.foxcorporation.com,
provides a detailed review of our human capital programs and achievements. Our key human capital initiatives
include:
FOX lists job openings internally and externally because we believe this is one of the best tools to reach
the widest and most diverse pool of candidates. We include the salary range in job postings to promote pay
transparency and further pay equity. We also collaborate with professional organizations that offer FOX access
to talent at recruiting events and conventions. These organizations include:
• Asian American Journalists Association (AAJA)
• National Association of Black Journalists (NABJ)
• National Association of Hispanic Journalists (NAHJ)
• Native American Journalists Association (NAJA)
• NLGJA: The Association of LGBTQ+ Journalists
• Radio Television Digital News Association (RTDNA)
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We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders. The
FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in
real-world projects and seminars on the media industry, technology and professional development. This
internship program, which runs for 8-10 weeks three times per year, welcomed over 475 students in calendar
year 2022. We are proud that our internship program was listed on Vault's 2022 and 2023 "100 Best
Internships," and it was the 2023 Winner of the Interns 2 Pros Internship Program of the Year (for excellence in
its 2022 program). We also partner with the Emma Bowen Foundation, the T. Howard Foundation, the
International Television and Radio Society, Sports Biz Careers, NAB Emerson Coleman Fellowship, Pathway at
UCLA Extension and the Entertainment Industry College Outreach Program to provide media internships for
promising students.
In addition, FOX has developed and implemented a number of internal early career training programs
designed to provide outstanding individuals with workforce skills and professional development opportunities.
These programs build the pipeline of our next generation of leaders, many of whom are from underrepresented
backgrounds. Examples include:
• FOX Ad Sales Training: Initiated in 2021, this rotational program aims to attract, develop, and retain
early career talent. Through exposure to various functions within Ad Sales, the program develops
professional skills of promising individuals recruited from outside FOX.
• FOX Alternative Entertainment (“FAE”) FASTRACK: This highly selective accelerated producers’
initiative is designed to nurture producers with diverse backgrounds and life experiences, and create
a pipeline for new, behind-the-camera talent on FAE series. Launched in 2020, the program places
candidates as associate producers on production teams across various FAE-produced shows to
provide valuable exposure to many facets of production.
• FOX News Media Digital Rotational Program: Launched in 2021, this program strives to identify high
potential talent from diverse backgrounds with a passion for the FOX News Media brand. The goal is
to find staff placement for the individuals who complete the one-year rotational program across three
key departments for four months each and have proven themselves to be integral members of the
FOX News Media Digital team.
• FOX News Multimedia Reporters Training Program: This program places talent from diverse
backgrounds in multimedia reporter roles across the country, where they shoot, report, edit and
produce their own high-end content across FOX News platforms. Through daily guidance and
feedback from management, we challenge and enable the talent to continually hone their journalistic
skills.
• FOX Sports Professional Development Program: This program prepares production team leaders with
skills for the unique sports production environment, such as communication and influence in the
control room under short deadlines.
• FOX Television Stations Sales Training Program: This program was created to develop and mentor
the next generation of diverse and motivated sales professionals for FOX Television Stations.
Trainees participate in both intensive classroom study of all aspects of the television station
advertising sales business and shadowing of FOX Television Stations sales account executives.
• FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in
March 2022, nurtures and trains talented writers with diverse voices, backgrounds and life
experiences. Writers work intensively on their scripts with the support of established writers,
executives, directors and producers across all genres (comedy, drama, animation, etc.).
FOX also provides generous benefits that support the health, wellness and financial stability of our
employees and their families. Full-time employees are eligible for medical insurance through a choice of several
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plans, in which employees also may enroll family members, including domestic partners and their children.
Many employees benefit from the convenience of covered telemedicine visits as well as virtual primary care
services. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic
care. Our coverage is generous, with employee contributions and costs more favorable than national averages
according to a 2022 Mercer LLC survey. Eligible employees may participate in flexible spending accounts,
health savings accounts, and qualified transportation expense accounts. We also provide employees with a
health advocate service, with experts who support employees and their eligible family members in navigating a
wide range of health and insurance-related issues.
Full-time employees are eligible to receive paid company holidays, floating holidays, vacation, sick and
safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance,
full salary replacement for up to 26 weeks of short-term disability, basic long-term disability insurance, charitable
gift matching, cybersecurity and malware protection for personal devices and an employee assistance program
that offers onsite counseling in our New York and Los Angeles worksites, as well as smoking cessation and
weight management programs. The FOX 401(k) Savings Plan provides employees with a company contribution,
and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Freelance
employees who work a minimum number of hours are also eligible for a medical, dental, and vision plan, as well
as our FOX 401(k) Savings Plan and the health advocate service. Finally, FOX also offers employees group
discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and
home insurance, access to legal services, pet insurance, supplemental long-term disability insurance and
student loan refinancing.
Our parental leave policy allows eligible new parents to bond with their children for a substantial period
with full pay, and our workplaces have lactation rooms for our new mothers. We provide onsite subsidized
childcare to full-time employees at the Los Angeles FOX Child Care Center. In addition, we offer up to 40 days
of backup child, adult, elder and return-to-work care. Starting in 2022, we added backup pet care and online
academic help with homework and tutors for all ages. In addition, we have onsite fitness centers in our New
York and Los Angeles worksites.
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continuously improve performance through preventive measures, as well as efforts to correct hazards or
dangerous conditions and minimize the environmental impact of our activities.
Moreover, FOX has a Global Security team that oversees the Company’s security and emergency
response efforts as well as emergency planning and preparedness. The team proactively monitors, reports and
responds to potential and actual threats to people, physical assets, property, as well as productions and events,
using a number of tools, including advanced technology, active training programs and risk assessment and
management processes.
Creating and maintaining an environment free of discrimination and harassment begins at the highest
leadership level of the Company and we have focused on embedding this commitment throughout our policies
and practices. The FOX Standards of Business Conduct and the Preventing Harassment, Discrimination and
Retaliation Policy, which are posted on our website, create our framework for addressing complaints and taking
remedial measures as needed. These policies offer multiple complaint channels, including a third-party
managed hotline that allows for anonymous reporting of concerns. In addition, all new hires must complete
training on the Preventing Harassment, Discrimination and Retaliation Policy, as well as compliance and
business ethics, and existing employees must complete the training periodically.
FOX also has several employee-driven Employee Resource Groups (ERGs) formed around shared
identity, interests or pursuits for the purpose of advancing careers, encouraging a more respectful workplace
community and fostering a sense of belonging. They include:
• ABLE – promotes an inclusive environment and culture for our colleagues with disabilities through
advocacy and allyship
• ACE (Asian Community Exchange) – serves Asian Americans at FOX by advancing our members,
championing our stories and empowering our communities
• BLK+ – celebrates our Black colleagues and seeks to build community through programming and
professional development while standing in solidarity with our allies
• HOLA (Hispanic Organization for Leadership and Advancement) – develops Hispanic leaders,
enriches FOX’s diverse culture and drives positive impact
• PRIDE – cultivates community among FOX’s LGBTQ+ colleagues and allies, supports causes
important to the LGBTQ+ community
• VETS – committed to the community of veterans, current service members, military supporters and
military spouses employed at FOX by embracing our four core values – Community, Appreciation,
Connection & Education
• WiT (Women in Tech) – attracts, advances and empowers women technologists and amplifies their
impact at FOX
• WOMEN@FOX – creates the space for developing female leadership at all levels and fostering a
culture where all women thrive
Maintaining a work environment where employees can thrive, advance and feel included is one of our top
priorities at FOX.
As a result of these and other efforts, many outside organizations have recognized FOX for our deep
commitment to inclusion and diversity. For example:
• DiversityComm once again recognized FOX as a Top Employer and as a Top LGBTQ+ Friendly
Company for 2023
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• FOX was appointed to the Military Friendly® Employer list again for 2023 and named a Military
Friendly® Brand; FOX also was rated a 4-Star Employer by VETS Indexes
• FOX was named to Disability Equality Index's "Best Places to Work for Disability Inclusion" list for
2023, continuing year-over-year recognition as a top scoring employer
• Black EOE Journal, HISPANIC Network Magazine, Professional WOMAN’s Magazine and U.S.
Veterans Magazine have all listed FOX as a 2023 top employer
Community Impact
FOX employees are deeply engaged in their communities. Nowhere is that more evident than through the
commitment and involvement of our colleagues who volunteer their time, share their skills and contribute to
worthy causes through our philanthropic program, FOX Forward. Through volunteer opportunities and service
projects, FOX employees support community groups, veteran service organizations, local schools and families
in need, and we encourage our colleagues to donate their time and resources to change-making organizations.
Over the course of fiscal 2023, across all FOX businesses, our giving programs generated over $9 million in
impact to multiple communities.
During the fiscal year, FOX and its employees supported military veterans, first responders and their
families by partnering with Purple Heart Homes, U.S.VETS to champion their Make Camo Your Cause
campaign and in an effort to leave a positive imprint in the Super Bowl LVII host city, we made a multi-year
commitment to the Pat Tillman Veterans Center at Arizona State University to provide scholarship funding and
mental health resources for student veterans. FOX continued to serve as an Annual Disaster Giving Program
partner for the American Red Cross, while also making three additional donations of $1 million each to the
Hurricane Ian and Southern and Midwest Tornadoes & Storms Relief Campaigns as well as ongoing
humanitarian relief efforts in Ukraine.
As a part of our wider "FOX For Students" initiative, FOX became a Founding Partner of the Roybal Film
and Television Production Magnet Fund. This investment provides historically underrepresented college- and
career-ready students with the resources and experiences to pursue below-the-line careers in the film and
television industry.
FOX holiday giving programs raised over $525,000 in November and December of 2022 for non-profit
organizations across the country, including Team Rubicon, Angel City Sports, Feeding America and Toys for
Tots, providing meals, coats, and holiday gifts for those in need.
As part of the Company’s commitment to give back to the communities in which its employees live and
work, our FOX Giving program matches contributions made by regular full-time employees to eligible non-profit
organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving
platform. We also track and reward employee volunteer hours with the opportunity to earn up to $1,000 per year
that employees may direct to charities through the program. Over the course of the fiscal year, across all FOX
businesses, contributions through FOX Giving exceeded $1 million.
Additionally, FOX provides invaluable in-kind support through public service announcements and editorial
coverage for non-profit organizations such as Big Brothers, Big Sisters, The National Alliance on Mental Illness,
Common Goal and the Elizabeth Dole Foundation, while also creating additional impact in our communities
through efforts such as FOX Sports Supports’ Gamechanger Fund, FOX Entertainment’s #TVForAll, FOX
Television Stations' Holiday Community Giving Campaigns and FOX News Media’s support of the Police Athletic
League NYC, Tunnel to Towers and Save Our Allies.
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ITEM 1A. RISK FACTORS
Prospective investors should consider carefully the risk factors set forth below before making an
investment in the Company’s securities.
Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver
the Company's broadcast and cable networks to consumers. Consumers are increasingly turning to 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. These declines are expected to continue and
possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions,
the Company may continue to experience a decline in viewership and ultimately demand for the programming
on its networks, which could lead to lower affiliate fee and advertising revenues. Changing distribution models
may also negatively impact the Company's ability to negotiate affiliation agreements on favorable terms, which
could have an adverse effect on our business, financial condition or results of operations. Our affiliate fee and
advertising revenues also may be adversely affected by consumers' use of antennas (and their integration with
set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.
To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to
new market changes. The Company continues to focus on investing in and expanding its digital distribution
offerings and direct engagement with consumers, including through 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
or results of operations.
Declines in advertising expenditures could cause the Company’s revenues and operating results to
decline significantly in any given period or in specific markets.
The Company derives substantial revenues from the sale of advertising, and its ability to generate
advertising revenues depends on a number of factors. The strength of the advertising market can fluctuate in
response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the
economy in general or the economy of an individual geographic market. In addition, 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, disruptions in programming and services (in particular live event programming)
or reduced advertising spots due to pre-emptions. 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.
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Major sports events, such as the NFL's Super Bowl and the FIFA World Cup and the state, congressional
and presidential election cycles also may cause the Company's advertising revenues to vary substantially from
year to year. Political advertising expenditures are impacted by the ability and willingness of candidates and
political action campaigns to raise and spend funds on advertising and the competitive nature of the elections
affecting viewers in markets featuring our programming.
Advertising expenditures may also be affected by changes in consumer behavior and evolving
technologies and platforms. There is increasing competition for the leisure time of audiences and demand for
the Company's programming as measured by ratings points is a key factor in determining the advertising rates
as well as the affiliate rates the Company receives. In addition, as described above, newer technologies and
platforms are increasing the number of media and entertainment choices available to audiences, changing the
ways viewers enjoy content and enabling them to avoid advertisements. These changes could negatively affect
the attractiveness of the Company's offerings to advertisers. The pricing and volume of advertising may also be
affected by shifts in spending away from traditional media and toward digital and mobile offerings, which can
deliver targeted advertising more promptly, or toward newer ways of purchasing advertising such as through
automated purchasing, dynamic advertising insertion and third parties selling local advertising spots and
advertising exchanges. These new methods may not be as beneficial to the Company as traditional advertising
methods. The Company also generates advertising revenues through its Tubi AVOD service. The market for
AVOD advertising campaigns is relatively new and evolving and if this market develops slower or differently
than we expect, it could adversely affect our advertising revenues. Declines in advertising revenues may also
be caused by regulatory intervention or other third-party action that impacts where and when advertising may be
placed.
Advertising sales also largely depend on audience measurement and could be negatively affected if
measurement methodologies do not accurately reflect actual viewership levels. Although Nielsen's statistical
sampling method is the primary measurement methodology used for our linear television advertising sales, we
measure and monetize our digital platforms based on a combination of internal and third-party data, including
demographic composite estimates. A consistent, broadly accepted measure of multiplatform audiences across
the industry remains to be developed. Although we expect multiplatform measurement innovation and standards
to benefit us as the video advertising market continues to evolve, we are still partially dependent on third parties
to provide these solutions.
A decrease in advertising expenditures, reduced demand for the Company's programming or the inability
to obtain market ratings that adequately measure demand for the Company's content on all platforms could lead
to a reduction in pricing and advertising spending, which could have a material adverse effect on the Company's
business, financial condition or results of operations.
Because the Company derives a significant portion of its revenues from a limited number of
distributors, the failure to enter into or renew affiliation and carriage agreements on favorable terms, or
at all, could have a material adverse effect on the Company’s business, financial condition or results of
operations.
The Company depends on affiliation and carriage arrangements that enable it to reach a large percentage
of households through MVPDs and third party-owned television stations. The inability to enter into or renew
MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs' basic programming tiers
could reduce the distribution of the Company's owned and operated television stations and broadcast and cable
networks, which could adversely affect the Company's revenues from affiliate fees and its ability to sell national
and local advertising time. The loss of favorable MVPD packaging, positioning, pricing or other marketing
opportunities could also negatively impact the Company's revenues from affiliate fees. These risks are
exacerbated by consolidation among traditional MVPDs, their increased vertical integration into the cable or
broadcast network business and their use of alternative technologies to offer their subscribers access to local
broadcast network programming, which have provided traditional MVPDs with greater negotiating leverage.
Competitive pressures faced by MVPDs, particularly in light of evolving consumer viewing patterns and
distribution models, could adversely affect the terms of our contract renewals with MVPDs. In addition, if the
Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and
owned and operated television stations could become unavailable to the MVPD's subscribers (i.e., "go dark"),
which, depending on the length of time and the size of the MVPD, could have a negative impact on the
Company's revenues from affiliate fees and advertising.
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The Company also depends on the maintenance of affiliation agreements and license agreements with
third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the
Company does not own television stations. Consolidation among television station group owners could increase
their negotiating leverage and reduce the number of available distribution partners. There can be no assurance
that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or
at all. The inability to enter into affiliation or licensing arrangements with third-party owned television stations on
favorable terms could reduce distribution of the FOX Network and MyNetworkTV and the inability to enter into
such affiliation or licensing arrangements for the FOX Network on favorable terms could adversely affect the
Company's affiliate fee revenues and its ability to sell national advertising time.
In addition, the Company has arrangements through which it makes its content available for viewing
through third-party online video platforms. If these arrangements are not renewed on favorable or commercially
reasonable terms or at all, it could adversely affect the Company's revenues and results of operations.
If the number of subscribers to MVPD services continues to decline or such declines accelerate, the
Company’s affiliate fee and advertising revenues could be negatively affected.
As described above, changes in technology and consumer behavior have contributed to industry-wide
declines in the number of subscribers to MVPD services, which have had a negative impact on the number of
subscribers to the Company’s networks. These industry-wide subscriber declines are expected to continue and
possibly accelerate in the future. The majority of the Company’s affiliation agreements with MVPDs are multi-
year contracts that provide for payments to the Company that are based in part on the number of MVPD
subscribers covered by the agreement. If declines in the number of MVPD subscribers are not fully offset by
affiliate rate increases, the Company’s affiliate fee revenues will be negatively affected. Because MVPD
subscriber losses could also decrease the potential audience for the Company’s networks, which is a critical
factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also
adversely impact the Company’s advertising revenues.
The Company is exposed to risks associated with weak economic conditions and increased volatility
and disruption in the financial markets.
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. Additional factors that have
affected economic conditions and the financial markets include higher interest rates, global supply chain
disruptions, unemployment rates, changes in consumer spending habits and potential changes in trade
relationships between the U.S. and other countries. Weak economic conditions have had and may continue to
have an adverse impact on the Company's business, financial condition and results of operations. 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.
The Company also faces risks associated with the impact of weak economic conditions and disruption in
the financial markets on third parties with which the Company does business, including advertisers, affiliates,
suppliers, wholesale distributors, retailers, lenders, insurers, vendors, retailers, banks and others. For instance,
the inability of the Company's counterparties to obtain capital on acceptable terms could impair their ability to
perform under their agreements with the Company and lead to negative effects on the Company, including
business disruptions, decreased revenues and increases in bad debt expenses.
There can be no assurance that further weakening of economic conditions or volatility or disruption in the
financial markets will not occur. If they do, it could have a material adverse impact on the Company’s business,
financial condition or results of operations.
23
The Company operates in a highly competitive industry.
The Company competes with other companies for high-quality content to reach large audiences and
generate advertising revenue. The Company also competes for advertisers' expenditures and distribution on
MVPDs and other third-party digital platforms. The Company's ability to attract viewers and advertisers and
obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new
technologies and distribution platforms, which are increasing the number of content choices available to
audiences. 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.
Competition for audiences and/or advertising comes from a variety of sources, including broadcast
television networks; cable television systems and networks; direct-to-consumer streaming and on-demand
platforms and services; mobile, gaming and social media platforms; audio programming; and print and other
media. Other television stations or cable networks may change their formats or programming, a new station or
new network may adopt a format to compete directly with the Company's stations or networks, or stations or
networks might engage in aggressive promotional campaigns. In addition, an increasing number of SVOD
services with advertising-supported offerings may intensify competition for audiences and/or advertising.
Increased competition in the acquisition of programming may also affect the scope of rights we are able to
acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted
with certainty.
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 in the marketplace will not have a material adverse effect on
its business, financial condition or results of operations.
Acceptance of the Company's content by the public is difficult to predict, which could lead to
fluctuations in or adverse impacts on revenues.
Programming distribution is a speculative business since the revenues derived from the distribution of
content depend primarily on its acceptance by the public, which is difficult to predict. Low public acceptance of
the Company's content will adversely affect the Company's results of operations. The commercial success of
our programming also depends 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. Moreover, we must often invest substantial amounts in programming and the
acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and,
as described below, competition for popular content, particularly sports and entertainment programming, is
intense. A decline in the ratings or popularity of the Company's entertainment, news or sports programming or
the Company's failure to obtain or retain rights to popular content could adversely affect the Company's
advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.
Our business 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 sports business depends on the popularity and success of the sports franchises, leagues and teams
for which we have acquired broadcast and cable network programming rights. If a sports league declines in
popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and
affiliate fee revenues received in connection with our sports programming. 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 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 on our broadcast television and cable networks and the
popularity of the competing teams. For example, any decrease in the number of post-season games played in a
24
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 or results of operations. 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. A shortfall in the expected popularity of the
sports events for which the Company has acquired rights or in the volume of sports programming the Company
expects to distribute could adversely affect the Company's advertising revenues in the near term and, over a
longer period of time, its affiliate fee revenues.
The inability to renew programming rights, particularly sports programming rights, on sufficiently
favorable terms, or at all, could cause the Company’s advertising and affiliate fee revenues to decline
significantly in any given period or in specific markets.
We enter into long-term contracts for both the acquisition and distribution of media programming and
products, including contracts for the acquisition of programming rights for sports events and other content, and
contracts for the distribution of our programming to content distributors. Programming rights agreements,
retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and
renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. 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. Moreover, the value of
these agreements may be negatively affected by factors outside of our control, such as league agreements and
decisions to alter the number, frequency and timing of regular and post-season games played during a season.
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. The loss of
rights or renewal on less favorable terms could negatively impact the quality or quantity of our programming, in
particular our sports programming, and could adversely affect our advertising and affiliate fee revenues. These
revenues could also be negatively impacted if we do not obtain exclusive rights to the programming we
distribute. Our results of operations and cash flows over the term of a sports programming agreement depend
on a number of factors, including the strength of the advertising market, our audience size, the timing and
amount of our rights payments and our ability to secure distribution from and impose surcharges or obtain
carriage on MVPDs for the content. If escalations in programming rights costs (together with our production and
distribution costs) are not offset by increases in advertising and affiliate fee revenues, our results of operations
could be adversely affected.
Damage to our brands, particularly the FOX brand, or our reputation could have a material adverse
effect on our business, financial condition or results of operations.
Our brands, particularly the FOX brand, are among our most valuable assets. We believe that our brand
image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the
success of our business. Maintaining, enhancing and extending our brands may require us to make significant
investments in marketing, programming or new products, services or events, and these investments may not be
successful. We may introduce new programming that is not popular with our consumers and advertisers, which
may negatively affect our brands. To the extent our content, in particular our live news and sports programming
and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive
reputation may be adversely impacted. 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. Litigation, governmental scrutiny and fines and significant negative claims or publicity
regarding the Company or its operations, content, products, management, employees, practices, advertisers,
business partners and culture, including individuals associated with content we create or license, may damage
the Company's reputation and brands, even if meritless or untrue. Furthermore, to the extent our marketing,
customer service and public relations efforts are not effective or result in negative consumer reaction, our ability
to maintain a positive reputation may likewise be adversely impacted. If we are not successful in maintaining or
enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a
material adverse effect on our business, financial condition or results of operations.
25
Our investments in new businesses, products, services and technologies through acquisitions and
other strategic investments present many risks, and we may not realize the financial and strategic goals
we had contemplated, which could adversely affect our business, financial condition or results of
operations.
We have acquired and invested in, and expect to continue acquiring and investing in, new businesses,
products, services and technologies that complement, enhance or expand our current businesses or otherwise
offer us growth opportunities. Such acquisitions and strategic investments may involve significant risks and
uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and
expenses associated with the investment; a failure of the investment or acquired business to perform as
expected, meet financial projections or achieve strategic goals; a failure to further develop an acquired
business, product, service or technology; unidentified issues not discovered in our due diligence that could
cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the
operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or
customers of acquired businesses; the diversion of management attention from current operations; and
compliance with new regulatory regimes. Because acquisitions and investments are inherently risky and their
anticipated benefits or value may not materialize, our acquisitions and investments may adversely affect our
business, financial condition or results of operations.
The loss of key personnel, including talent, could disrupt the management or operations of the
Company’s business and adversely affect its revenues.
The Company's business depends on the continued efforts, abilities and expertise of its Chair K. Rupert
Murdoch and Executive Chair and Chief Executive Officer Lachlan K. Murdoch, and other key employees and
news, sports and entertainment personalities. Although we maintain long-term and emergency transition plans
for key management personnel, we believe that our executive officers’ unique combination of skills and
experience would be difficult to replace and their loss could have a material adverse effect on the Company,
including the impairment of its ability to successfully execute its business strategy. Additionally, the Company
employs or independently contracts with several news, sports and entertainment personalities who are featured
on programming the Company offers. News, sports and entertainment personalities sometimes have a
significant impact on the ranking of a cable network or station and its ability to attract and retain an audience
and sell advertising. There can be no assurance that our news, sports and entertainment personalities will
remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring
new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.
Any of the foregoing could adversely affect the Company's business, financial condition or results of operations.
Labor disputes may disrupt our operations and adversely affect the Company’s business, financial
condition or results of operations.
In a variety of the Company's businesses, the Company and its partners engage the services of writers,
directors, actors, musicians and other creative talent, production crew members, trade employees and others
whose services are subject to collective bargaining agreements. Certain of these are industry-wide agreements,
and the Company lacks practical influence with respect to the negotiation and terms of collective bargaining
agreements. 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. Such events have caused, and may continue to cause, delays in production and may lead to
higher costs in connection with new collective bargaining agreements, which could reduce profit margins and
could, over the long term, have an adverse effect on the Company's business, financial condition or results of
operations.
In addition, our broadcast television and cable networks have programming rights agreements of varying
scope and duration with various sports leagues to broadcast and produce sports events, including certain
college football and basketball, NFL and MLB games. Any labor disputes that occur in any sports league for
which we have the rights to broadcast live games or events may preclude us from airing or otherwise
26
distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our
business, financial condition or results of operations.
The Company could suffer losses due to asset impairment charges for goodwill, intangible assets,
programming and other assets and investments.
The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived
intangible assets, including FCC licenses. The Company also continually evaluates whether current factors or
indicators, such as the prevailing conditions in the capital markets, require the performance of an interim
impairment assessment of those assets, as well as other investments and other long-lived assets. Any
significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our
programming could lead to a downward revision in the fair value of certain reporting units. A downward revision
in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-
lived assets could result in a non-cash impairment charge. Any such charge could be material to the Company’s
reported net earnings.
Technological developments may increase the threat of content piracy and signal theft and limit the
Company’s ability to protect its intellectual property rights.
Content piracy and signal theft present a threat to the Company’s revenues from products and services,
including television shows, cable and other programming. The Company seeks to limit the threat of content
piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized
use of the Company’s products and services and related intellectual property is often difficult and the steps
taken by the Company may not in every case prevent infringement. Although no content theft has been material
to the Company’s businesses to date, we expect to continue to be subject to content threats and there can be
27
no assurance that we will not experience a material incident. Developments in technology, including artificial
intelligence, digital copying, file compression technology, growing penetration of high-bandwidth Internet
connections, increased availability and speed of mobile data networks, and new devices and applications that
enable unauthorized access to content, increase the threat of content piracy by making it easier to create,
access, duplicate, widely distribute and store high-quality pirated material. In addition, developments in software
or devices that circumvent encryption technology and the falling prices of devices incorporating such
technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming
signals and the proliferation of user-generated content sites and live and stored video streaming sites, which
deliver unauthorized copies of copyrighted content, including those emanating from other countries in various
languages, may adversely impact the Company’s businesses. The proliferation of unauthorized distribution and
use of the Company’s content could have an adverse effect on the Company’s businesses and profitability
because it reduces the revenue that the Company could potentially receive from the legitimate sale and
distribution of its products and services.
The Company takes a variety of actions to combat piracy and signal theft, both individually and, in some
instances, together with industry associations, but the protection of the Company’s intellectual property rights
depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and
abroad and how those laws are construed. If those laws are interpreted in ways that limit the extent or duration
of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from
intellectual property may decrease or the cost of obtaining and enforcing our rights may increase. A change in
the laws of one jurisdiction may also have an impact on the Company’s overall ability to protect its intellectual
property rights across other jurisdictions. The Company’s efforts to enforce its rights and protect its products,
services and intellectual property may not be successful in preventing content piracy or signal theft. Further,
while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended
to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the
applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to
effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs
of enforcing our rights could increase
The Company is subject to complex laws, regulations, rules, industry standards, and contractual
obligations related to privacy and personal data protection, which are evolving, inconsistent and
potentially costly.
We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating
to the collection, use, disclosure, and security of personal information. The number and complexity of these
laws and regulations continues to increase. For example, California, Virginia, Utah, Colorado, Connecticut, and
several other states have passed legislation imposing broad obligations on businesses’ collection, use, handling
and disclosure of personal information of their respective residents and imposing fines for noncompliance. The
FTC also has initiated a rulemaking proceeding regarding potential rules concerning the collection, use,
disclosure and security of personal information. In addition, the E.U., the U.K. and other countries have privacy
and data security legislation, with significant penalties for violations, that apply to certain of the Company’s
operations. New privacy and data protection laws and regulations continue to be introduced and interpretations
of existing privacy laws and regulations, some of which may be inconsistent with one another, continue to
evolve. As a result, significant uncertainty exists as to their application and scope. Compliance with these laws
and regulations may be costly and could require the Company to change its business practices, including in
connection with data-driven targeted advertising. Although the Company expends significant resources to
comply with privacy and data protection laws, we may be subject to regulatory or other legal action despite
these efforts. Any such action could result in damage to our reputation or brands, loss of customers or revenue,
and other negative impacts to our operations. The Company may also be subject to liability under relevant
contractual obligations and may be required to expend significant resources to defend, remedy and/or address
any claims. The Company may not have adequate insurance coverage to compensate it for any losses that may
occur. For more information, see Item 1, “Government Regulation – Privacy and Information Regulation.”
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Risks Relating to Legal and Regulatory Matters
Changes in laws and regulations may have an adverse effect on the Company’s business, financial
condition or results of operations.
The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses
operate. In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated
by federal laws and regulations issued and administered by various federal agencies, including the FCC. The
FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video
programming and technical operations of broadcast licensees. For example, the Company is required to apply
for and operate in compliance with licenses from the FCC to operate a television station, purchase a new
television station, or sell an existing television station, with licenses generally subject to an eight-year renewable
term. Our program services and online properties are subject to a variety of laws and regulations, including
those relating to issues such as content regulation, user privacy and data protection, and consumer protection.
Further, the United States Congress, the FCC, the FTC and state legislatures currently have under
consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of
matters, including technological changes and measures relating to network neutrality, privacy and data security,
which could, directly or indirectly, affect the operations and ownership of the Company’s media properties. From
time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC)
and regulated as such, which could negatively impact the Company’s distribution model. Any restrictions on
political or other advertising may adversely affect the Company’s advertising revenues. In addition, some
policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers
on a network-by-network basis or “family friendly” programming tiers. Unbundling packages of program services
may increase both competition for carriage on distribution platforms and marketing expenses, which could
adversely affect the business, financial condition or results of operations of the Company’s cable networks. The
threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their
intended audiences could adversely affect advertising revenue. Similarly, new laws or regulations or changes in
interpretations of laws or regulations could require changes in the operations or ownership of our business.
Furthermore, new laws, regulations and standards related to environmental (including climate), social and
governance matters are likely to impose additional costs on us, expose us to new risks and subject us to
increasing scrutiny. Any of the foregoing could have a material adverse effect on our business, financial
condition or results of operations.
The Company may be subject to investigations or fines from governmental authorities, including under
FCC rules and policies, or delays in our renewal and other applications with the FCC.
FCC rules prohibit the broadcast of obscene material at any time and indecent or profane material on
television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. The FCC has indicated that, in
addition to issuing fines to licensees, it would consider initiating license revocation proceedings for “serious”
indecency violations. We air a significant amount of live news reporting and live sports coverage on our
broadcast television stations and networks and a portion of our content is under the control of our on-air talent.
The Company cannot predict whether information delivered by our stations and on-air talent could violate FCC
rules related to indecency, which had been found to be unconstitutionally vague by the U.S. Supreme Court,
especially given the spontaneity of live news and sports programming. Violation of the FCC’s indecency rules
could subject us to government investigation, penalties, license revocation, or renewal or qualification
proceedings, which could have a material adverse effect on our business, financial condition or results of
operations.
The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other
persons to invest in us.
The Company owns broadcast station licensees in connection with its ownership and operation of U.S.
television stations. Under the Communications Act of 1934, as amended, which we refer to as the
Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may
be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their
representatives, or by any other corporation organized under the laws of a foreign country. The Company’s
amended and restated certificate of incorporation authorizes the Board of Directors to take action to prevent,
cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including:
refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder;
29
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. We are currently in
compliance with applicable U.S. law and continue to monitor our foreign ownership based on our assessment of
the information reasonably available to us, but we are not able to predict whether we will need to take action
pursuant to our amended and restated certificate of incorporation. The FCC could review the Company’s
compliance with applicable U.S. law in connection with its consideration of the Company’s renewal applications
for licenses to operate the broadcast stations the Company owns.
The failure or destruction of satellites or transmitter facilities the Company depends on to distribute its
programming could materially adversely affect its businesses and results of operations, as could
changes in FCC regulations governing the availability and use of satellite transmission spectrum.
The Company uses satellite systems to transmit its broadcast and cable networks to affiliates. The
distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted
as a result of local disasters, including extreme weather, that impair on-ground uplinks or downlinks, or as a
result of an impairment of a satellite. Currently, there are a limited number of communications satellites
available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution
facilities in a timely manner could have a material adverse effect on the Company’s business and results of
operations. Each of the Company’s television stations and cable networks uses studio and transmitter facilities
that are subject to damage or destruction. Failure to restore such facilities in a timely manner could have a
material adverse effect on the Company’s businesses and results of operations. Further, changes in FCC
regulations have reduced the availability and use of satellite transmission spectrum. In 2020, the FCC began
reallocating and “re-packing” a band of satellite transmission spectrum known as the “C-Band” used by the
television industry to transmit programming in order to free up spectrum for the next generation of commercial
wireless broadband services. This has reduced the availability and use of satellite transmission spectrum for the
television industry, and additional changes in FCC regulations could lead to further reductions. The decreased
availability of satellite transmission spectrum could diminish the quality of and increase interference to our
transmissions, which could significantly hinder the Company’s ability to deliver its programming to broadcast
affiliates and traditional MVPDs.
Tax returns are routinely audited, tax-related litigation or settlements may occur, and certain jurisdictions
may assess income tax liabilities against us. The final outcomes of tax audits, investigations, and any related
litigation could result in materially different tax recognition from our historical tax provisions and accruals. These
outcomes could conflict with private letter rulings, opinions of counsel or other interpretations provided to the
Company. If these matters are adversely resolved, we may be required to recognize additional charges to our
tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the
future could increase, which could have a material adverse effect on our financial condition or results of
operations.
Unfavorable litigation or governmental investigation results could require us to pay significant amounts
or lead to onerous operating procedures.
We are subject from time to time to lawsuits, including claims relating to competition, intellectual property
rights, employment and labor matters, personal injury and property damage, free speech, customer privacy,
regulatory requirements, and advertising, marketing and selling practices. 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.
30
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.
Greater constraints on the use of arbitration to resolve certain disputes could adversely affect our
business. We also spend substantial resources complying with various regulatory and government standards,
including any related investigations and litigation. We may incur additional significant expenses in the future
defending against any lawsuit or government charge and may be required to pay amounts or otherwise change
our operations in ways that could adversely impact our businesses, results of operations, financial condition 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.
Our amended and restated by-laws acknowledge that our directors and officers, as well as certain of our
stockholders, including K. Rupert Murdoch, certain members of his family and certain family trusts (so long as
such persons continue to own, in the aggregate, 10% or more of the voting stock of each of News Corp and the
Company), each of which we refer to as a covered stockholder, are or may become stockholders, directors,
officers, employees or agents of News Corp and certain of its affiliates. Our amended and restated by-laws
provide that any such overlapping person will not be liable to us, or to any of our stockholders, for breach of any
fiduciary duty that would otherwise exist because such individual directs a corporate opportunity to News Corp
instead of us. The provisions in our amended and restated by-laws could result in an overlapping person
submitting any corporate opportunities to News Corp instead of us.
Certain provisions of the Company’s amended and restated certificate of incorporation, amended and
restated by-laws, Delaware law and the ownership of the Company’s Common Stock by the Murdoch
Family Trust may discourage takeovers and the concentration of ownership will affect the voting results
of matters submitted for stockholder approval.
The Company’s amended and restated certificate of incorporation and amended and restated by-laws
contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in
control, or takeover attempt that is opposed by the Company’s Board of Directors or certain stockholders
holding a significant percentage of the voting power of the Company’s outstanding voting stock. In particular, the
31
amended and restated certificate of incorporation and amended and restated by-laws provide for, among other
things:
• a dual class common equity capital structure, in which holders of FOX Class A Common Stock can
vote only in very specific, limited circumstances;
• a prohibition on stockholders taking any action by written consent without a meeting (unless there are
three record holders or fewer);
• special stockholders’ meeting to be called only by a majority of the Board of Directors, the Chair or
vice or deputy chair, or upon the written request of holders of not less than 20% of the voting power of
our outstanding voting stock;
• the requirement that stockholders give the Company advance notice to nominate candidates for
election to the Board of Directors or to make stockholder proposals at a stockholders’ meeting;
• the requirement of an affirmative vote of at least 65% of the voting power of the Company’s
outstanding voting stock to amend or repeal our amended and restated by-laws;
• restrictions on the transfer of the Company’s shares; and
• the Board of Directors to issue, without stockholder approval, preferred stock and series common
stock with such terms as the Board of Directors may determine.
These provisions could discourage potential acquisition proposals and could delay or prevent a change in
control of the Company, even in the case where a majority of the stockholders may consider such proposals
desirable.
Further, as a result of his ability to appoint certain members of the board of directors of the corporate
trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX
Class A Common Stock and 43.39% of FOX Class B Common Stock, K. Rupert Murdoch may be deemed to be
a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however,
disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be
deemed to beneficially own an additional less than one percent of FOX Class A Common Stock and less than
one percent of FOX Class B Common Stock. Thus, K. Rupert Murdoch may be deemed to beneficially own in
the aggregate less than one percent of FOX Class A Common Stock and 43.99% of FOX Class B Common
Stock.
This concentration of voting power could discourage third parties from making proposals involving an
acquisition of the Company. Additionally, the ownership concentration of FOX Class B Common Stock by the
Murdoch Family Trust increases the likelihood that proposals submitted for stockholder approval that are
supported by the Murdoch Family Trust will be adopted and proposals that the Murdoch Family Trust does not
support will not be adopted, whether or not such proposals to stockholders are also supported by the other
holders of FOX Class B Common Stock.
The Company’s Board of Directors has approved a $7 billion stock repurchase program for the FOX
Class A Common Stock and FOX Class B Common Stock, which has and in the future could increase the
percentage of FOX Class B Common Stock held by the Murdoch Family Trust. The Company has entered into a
stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch
Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family
members together owning more than 44% of the outstanding voting power of the shares of FOX Class B
Common Stock or would increase the Murdoch Family Trust’s voting power by more than 1.75% in any rolling
12-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the
Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of
the Class B Common Stock, except where a Murdoch family member votes their own shares differently from the
Murdoch Family Trust on any matter.
32
indemnification from 21CF may not be sufficient to insure the Company against the full amount of
liabilities that have been allocated to 21CF.
Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction,
21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain
liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business.
Third parties could also seek to hold the Company responsible for any of the liabilities of the businesses that
were retained by 21CF in connection with the Transaction. 21CF has agreed to indemnify the Company for such
liabilities, but such indemnity from 21CF may not be sufficient to protect the Company against the full amount of
such liabilities, and 21CF may not be able to fully satisfy its indemnification obligations. Moreover, even if the
Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company
may be temporarily required to bear these losses itself. These risks could negatively affect our business,
financial condition, results of operations or cash flows.
ITEM 2. PROPERTIES
FOX owns the FOX Studio Lot in Los Angeles, California. The historic lot is located on over 50 acres of
land and has over 1.85 million square feet of space for both administration and production/post-production
services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios,
theaters and screening rooms, editing rooms and other television and film production facilities. The FOX Studio
Lot provides two primary revenue streams — the lease of a portion of the office space to Disney and other third
parties and the operation of studio facilities for third party productions, which until 2026 will predominantly be
Disney productions.
In addition to the FOX Studio Lot in Los Angeles, California, FOX also owns and leases various real
properties, primarily in the U.S., that are utilized in the conduct of its businesses. Each of these properties is
considered to be in good condition, adequate for its purpose and suitably utilized according to the individual
nature and requirements of the relevant operations. FOX’s policy is to improve and replace property as
considered appropriate to meet the needs of the individual operations.
33
PART II
(a)
The Company has not made any purchases of Common Stock other than in connection with the publicly
announced stock repurchase program described below.
(b)
These amounts exclude any fees, commissions or other costs associated with the share repurchases.
(c)
The Company’s Board of Directors (the “Board”) previously authorized a stock repurchase program, under
which the Company can repurchase $4 billion of Common Stock. 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.
(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”).
In total, the Company repurchased approximately 54 million shares of Common Stock for $2 billion during
fiscal 2023.
ITEM 6. [RESERVED]
34
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX”
or the “Company”) with the Securities and Exchange Commission (the “SEC”). This section should be read
together with the consolidated financial statements and related notes appearing elsewhere in this Annual Report
on Form 10-K. The consolidated financial statements are referred to as the “Financial Statements” herein.
INTRODUCTION
The Transaction
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox,
Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01
per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B
Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading
independently on The Nasdaq Global Select Market (the “Transaction”). In connection with the Transaction, the
Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation
Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney
Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of
Disney. The Separation and the Transaction were effected as part of a series of transactions contemplated by
the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF
Disney Merger Agreement”), by and among 21CF, Disney and certain subsidiaries of Disney.
In connection with the Separation, the Company entered into a tax matters agreement among the
Company, Disney and 21CF which governs the parties’ respective rights, responsibilities and obligations with
respect to certain tax matters. 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.
Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Transaction, the Company paid
21CF a dividend (the “Dividend”) for the estimated taxes associated with the Transaction. The final
determination of the taxes included an estimated $5.8 billion in respect of the Separation and the Transaction
for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and an estimated $700
million prepayment in respect of divestitures (collectively, the “Transaction Tax”).
As a result of the Separation and the Transaction, which was a taxable transaction for which 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, which is expected to continue over the next several years due to the amortization of
the additional tax basis. Such estimates are subject to revisions, which could be material, based upon the
occurrence of future events. This amortization is estimated to reduce the Company’s fiscal 2023 cash tax
liability by approximately $360 million at the current combined federal and state applicable tax rate of
approximately 24%.
Included in the Transaction Tax was the Company’s share of the estimated tax liabilities of $700 million
related to the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports
Networks (“RSNs”), which Disney sold during calendar year 2019 (“Divestiture Tax”). During fiscal 2021, the
Company and Disney reached an agreement to settle the majority of the Divestiture Tax and the Company
received $462 million from Disney as reimbursement of the Company’s prepayment based upon the sales price
of the RSNs. This reimbursement was recorded in Other, net in the Statement of Operations (See Note 20—
Additional Financial Information to the accompanying Financial Statements under the heading "Other, net”). 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 financial results of the Company.
35
Basis of Presentation
The Company’s financial statements are presented on a consolidated basis.
Management’s discussion and analysis of financial condition and results of operations is intended to help
provide an understanding of the Company’s financial condition, changes in financial condition and results of
operations. This discussion is organized as follows:
• Overview of the Company’s Business—This section provides a general description of the
Company’s businesses, as well as developments that occurred either during the fiscal year ended
June 30, (“fiscal”) 2023 or early fiscal 2024 that the Company believes are important in understanding
its results of operations and financial condition or to disclose known trends.
• Results of Operations—This section provides an analysis of the Company’s results of operations for
fiscal 2023, 2022 and 2021. This analysis is presented on both a consolidated and a segment basis.
In addition, a brief description is provided of significant transactions and events that impact the
comparability of the results being analyzed.
• Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows
for fiscal 2023, 2022 and 2021, as well as a discussion of the Company’s outstanding debt and
commitments, both firm and contingent, that existed as of June 30, 2023. Included in the discussion
of outstanding debt is a discussion of the amount of financial capacity available to fund the
Company’s future commitments and obligations, as well as a discussion of other financing
arrangements.
• Critical Accounting Policies—This section discusses accounting policies considered important to
the Company’s financial condition and results of operations, and which require significant judgment
and estimates on the part of management in application. In addition, Note 2—Summary of Significant
Accounting Policies to the accompanying Financial Statements summarizes the Company’s
significant accounting policies, including the critical accounting policy discussion found in this section.
• Caution Concerning Forward-Looking Statements—This section provides a description of the use
of forward-looking information appearing in this Annual Report on Form 10-K, including in
Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such
information is based on management’s current expectations about future events which are subject to
change and to inherent risks and uncertainties. Refer to Item 1A. “Risk Factors” in this Annual Report
for a discussion of the risk factors applicable to the Company.
We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.
36
The Company’s Cable Network Programming and Television segments derive the majority of their
revenues from affiliate fees for the transmission of content and advertising sales. For fiscal 2023, the Company
generated revenues of $14.9 billion, of which approximately 47% was generated from affiliate fees,
approximately 44% was generated from advertising, and approximately 9% was generated from other operating
activities.
Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid
by programming distributors that carry our cable networks and our owned and operated television stations and
(ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network. U.S.
law governing retransmission consent provides a mechanism for the television stations owned by the Company
to seek and obtain payment from MVPDs that carry the Company’s broadcast signals.
The Company’s revenues are impacted by rate changes, changes in the number of subscribers to the
Company’s content and changes in the expenditures by advertisers. In addition, advertising revenues are
subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential election
cycles and special events that air on the Company’s networks, including the National Football League’s (“NFL”)
Super Bowl, which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération
Internationale de Football Association (“FIFA”) World Cup, which occurs every four years (for each of women
and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is
aired on a rotating annual basis with another network.
The cable network programming and television industries continue to evolve rapidly, with changes in
technology leading to alternative methods for the delivery and storage of digital content. These technological
advancements have driven changes in consumer behavior as consumers now have more control over when,
where and how they consume content. Consumer preferences have evolved toward lower cost alternatives,
including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed
to declines in the number of subscribers to MVPD services, and these declines are expected to continue and
possibly accelerate in the future.
At the same time, technological changes have increased advertisers’ options for reaching their target
audiences. There has been a substantial increase in the availability of content with reduced advertising or
without advertising at all. 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. Furthermore,
the pricing and volume of advertising may be affected by shifts in spending from more traditional media and
toward digital and mobile offerings, which can deliver targeted advertising more promptly, or toward newer ways
of purchasing advertising. In addition, the market for AVOD advertising campaigns is relatively new and
evolving.
The Company operates in a highly competitive industry and its performance is dependent, to a large
extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising,
the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights,
the popularity of its content, general economic conditions (including financial market conditions), the Company’s
ability to manage its businesses effectively, and its relative strength and leverage in the industry. For more
information, see Item 1. “Business” and Item 1A. “Risk Factors.”
37
RESULTS OF OPERATIONS
Results of Operations—Fiscal 2023 versus Fiscal 2022
The following table sets forth the Company’s operating results for fiscal 2023, as compared to fiscal 2022:
** not meaningful
Overview—The Company’s revenues increased 7% for fiscal 2023, as compared to fiscal 2022, due to
higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily due to
higher fees received from television stations that are affiliated with the FOX Network and higher average rates
per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement
renewals, partially offset by a lower average number of subscribers across all networks. 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,
38
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.
Other, net—See Note 20—Additional Financial Information to the accompanying Financial Statements
under the heading “Other, net.”
Income tax expense— The Company’s tax provision and related effective tax rate of 28% for fiscal 2023
was higher than the statutory rate of 21% primarily due to state taxes, a valuation allowance recorded against
net operating losses and tax credits and other permanent items. The Company’s tax provision and related
effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes
and a remeasurement of the Company’s net deferred tax assets associated with changes in the mix of
jurisdictional earnings.
Net income—Net income increased 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
39
Overview—The Company’s revenues increased 8% for fiscal 2022, as compared to fiscal 2021, due to
higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily due to
higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from
affiliate agreement renewals, partially offset by a lower average number of subscribers. Also impacting the
increase was the absence of prior year affiliate fee credits as a result of the COVID-19 related under-delivery of
college football games. The increase in advertising revenue was primarily due to higher pricing at FOX Sports
and FOX News Media, growth at Tubi, and a higher number of live events at FOX Sports due to the impact of
COVID-19 in fiscal 2021. Partially offsetting this increase was lower political advertising revenue due to the
absence of the 2020 presidential and congressional elections. The increase in other revenues was primarily due
to higher sports sublicensing revenues which were impacted by COVID-19 in fiscal 2021, the impact of
acquisitions of entertainment production companies in fiscal 2022 (See Note 3—Acquisitions, Disposals and
Other Transactions to the accompanying Financial Statements) and higher FOX Nation subscription revenues,
partially offset by the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021.
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, MLB and college football content,
including a higher number of live events due to the impact of COVID-19 in fiscal 2021. Also impacting the
increase was increased digital investment at Tubi and FOX News Media, costs associated with the launch of the
United States Football League (“USFL”) and higher entertainment programming rights amortization due to more
hours of original scripted programming as compared to fiscal 2021 which was impacted by COVID-19. This
increase was partially offset by the absence of events that were shifted into fiscal 2021 from fiscal 2020 as a
result of COVID-19 rescheduling, including National Association of Stock Car Auto Racing (“NASCAR”) Cup
Series races and additional MLB regular season games, and the impact of the divestiture of the Company’s
sports marketing businesses in fiscal 2021.
Selling, general and administrative expenses increased 6% for fiscal 2022, as compared to fiscal 2021,
primarily due to higher technology costs related to the Company’s digital initiatives and higher marketing
expenses at FOX News Media, partially offset by the impact of the divestiture of the Company’s sports
marketing businesses in fiscal 2021.
Depreciation and amortization—Depreciation and amortization expense increased 21% for fiscal 2022,
as compared to fiscal 2021, primarily due to assets placed into service during the fourth quarter of fiscal 2021
for the Company’s standalone broadcast technical facilities and the impact of acquisitions of entertainment
production companies in fiscal 2022.
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 2022.
Other, net—See Note 20—Additional Financial Information to the accompanying Financial Statements
under the heading “Other, net.”
Income tax expense—The Company’s tax provision and related effective tax rate of 27% for fiscal 2022
was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company’s
net deferred tax assets associated with changes in the mix of jurisdictional earnings. The Company’s tax
provision and related effective tax rate of 25% for fiscal 2021 was higher than the statutory rate of 21% primarily
due to state taxes, partially offset by a benefit from the reduction of uncertain tax positions for state tax audits.
Net income—Net income decreased 44% for fiscal 2022, as compared to fiscal 2021, primarily due to the
change in fair value of the 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 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 “Other, net”).
40
Segment Analysis
The Company’s operating segments have been determined in accordance with the Company’s internal
management structure, which is organized based on operating activities. The Company evaluates performance
based upon several factors, of which the primary financial measure is segment operating income before
depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments,
estimates and judgments are made in allocating certain assets, revenues and expenses.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and
administrative expenses. 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 expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the
operating performance of the Company’s business segments because it is the primary measure used by the
Company’s chief operating decision maker to evaluate the performance of and allocate resources to the
Company’s businesses.
** not meaningful
(a)
For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-
GAAP Financial Measures” below.
41
Cable Network Programming (41% and 44% of the Company’s revenues in fiscal 2023 and 2022,
respectively)
Revenues at the Cable Network Programming segment decreased for fiscal 2023, as compared to fiscal
2022, due to lower affiliate fee and advertising revenues, partially offset by higher other revenues. The decrease
in affiliate fee revenue was primarily due to a decrease in the average number of subscribers, partially offset by
higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from
affiliate agreement renewals. The decrease in advertising revenue was primarily due to lower pricing in the
direct response marketplace at FOX News Media, partially offset by the broadcast of the FIFA Men’s World Cup
at the national sports networks in the current year. The increase in other revenues was primarily due to higher
FOX Nation subscription revenues and higher sports sublicensing revenues.
Cable Network Programming Segment EBITDA decreased for fiscal 2023, as compared to fiscal 2022,
due to the revenue decreases noted above and higher expenses. Operating expenses increased primarily due
to higher sports programming rights amortization led by the broadcast of the FIFA Men’s World Cup, the
renewed MLB contract and a higher volume of college football games at the national sports networks, and
higher employee related costs and increased digital investment at FOX News Media. Selling, general and
administrative expenses increased principally due to higher legal costs partially offset by lower marketing costs
at FOX News Media and higher costs associated with the expansion of the USFL.
Television (58% and 55% of the Company’s revenues in fiscal 2023 and 2022, respectively)
** not meaningful
Revenues at the Television segment increased for fiscal 2023, as compared to fiscal 2022, due to higher
advertising, affiliate fee and other revenues. 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.
42
midterm elections, and additional NFL post-season games. Partially offsetting this increase was the absence of
TNF and lower ratings at the FOX Network in the current year. The increase in affiliate fee revenue was
primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher
average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned
and operated television stations. The increase in other revenues was primarily due to the full year impact of
acquisitions of entertainment production companies in fiscal 2022.
Television Segment EBITDA increased for fiscal 2023, as compared to fiscal 2022, primarily due to the
revenue increases noted above, partially offset by higher expenses. Operating expenses increased primarily
due to higher sports programming rights amortization and production costs driven by the broadcast of Super
Bowl LVII, NFL and MLB content, led by a higher volume of post-season games, and the broadcast of the FIFA
Men’s World Cup, as well as increased digital investment in Tubi. Partially offsetting this increase was the
absence of TNF and lower entertainment marketing and production costs. Selling, general and administrative
expenses increased primarily due to continued growth at Tubi.
Other, Corporate and Eliminations (1% of the Company’s revenues for fiscal 2023 and 2022)
Revenues at the Other, Corporate and Eliminations segment for fiscal 2023 and 2022 include revenues
generated by Credible and the operation of the FOX Studio lot for third parties. Operating expenses for fiscal
2023 and 2022 include advertising and promotional expenses at Credible. Selling, general and administrative
expenses for fiscal 2023 and 2022 primarily relate to employee costs, professional fees and the costs of
operating the FOX Studio lot.
43
For the years ended June 30,
2022 2021 $ Change % Change
(in millions, except %) Better/(Worse)
Segment EBITDA
Cable Network Programming ................................ $ 2,934 $ 2,876 $ 58 2%
Television .................................................................. 347 555 (208) (37)%
Other, Corporate and Eliminations........................ (326) (344) 18 5%
Adjusted EBITDA(a) ..................................................... $ 2,955 $ 3,087 $ (132) (4)%
(a)
For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-
GAAP Financial Measures” below.
Cable Network Programming (44% of the Company’s revenues in fiscal 2022 and 2021)
Revenues at the Cable Network Programming segment increased for fiscal 2022, as compared to fiscal
2021, due to higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was
primarily due to contractual rate increases on existing affiliate agreements and from affiliate agreement
renewals, partially offset by a lower average number of subscribers. Also impacting the increase was the
absence of fiscal 2021 affiliate fee credits as a result of the COVID-19 related under-delivery of college football
games. 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. The increase in advertising revenue
was primarily due to higher pricing at FOX News Media and higher pricing and an increase in the number of live
events at the national sports networks, primarily the result of additional MLB postseason games and the return
of a full college football schedule that was shortened due to COVID-19 in fiscal 2021. This increase was partially
offset by lower political advertising revenue due to the absence of the 2020 presidential elections. The increase
in other revenues was primarily due to higher sports sublicensing revenues, which were impacted by COVID-19
in fiscal 2021, and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of
the Company’s sports marketing businesses in fiscal 2021.
Cable Network Programming Segment EBITDA increased for fiscal 2022, as compared to fiscal 2021,
primarily due to the revenue increases noted above, partially offset by higher expenses. Operating expenses
increased due to higher sports programming rights amortization and production costs primarily related to the
return of a full college football and basketball season as a result of the impact of COVID-19 in fiscal 2021,
increased investment in digital growth initiatives at FOX News Media and costs associated with the launch of
USFL. This increase was partially offset by the absence of events that were shifted into fiscal 2021 from fiscal
2020 as a result of COVID-19 rescheduling, including NASCAR Cup Series races and additional MLB regular
season games, and the impact of the divestiture of the Company’s sports marketing businesses in fiscal 2021.
Selling, general and administrative expenses increased principally due to higher marketing expenses at FOX
News Media, partially offset by the impact of the divestiture of the Company’s sports marketing businesses in
fiscal 2021.
44
Television (55% of the Company’s revenues in fiscal 2022 and 2021)
Revenues at the Television segment increased for fiscal 2022, as compared to fiscal 2021, due to higher
advertising, affiliate fee and other revenues. The increase in advertising revenue was primarily attributable to
higher pricing as well as the return of a full schedule of college football in fiscal 2022 at FOX Sports and
continued growth at Tubi, partially offset by lower political advertising revenue at the FOX Television Stations
due to the absence of the 2020 presidential and congressional elections. The increase in affiliate fee revenue
was primarily due to higher fees received from television stations that are affiliated with the FOX Network, and
higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s
owned and operated television stations. The increase in other revenues was primarily due to the current year
impact of acquisitions of entertainment production companies.
Television Segment EBITDA decreased for fiscal 2022, as compared to fiscal 2021, as the revenue
increases noted above were more than offset by higher expenses. Operating expenses increased primarily due
to higher sports programming rights amortization and production costs related to NFL, MLB and college football
content, including a higher number of college football games as compared to the COVID-19 impacted fiscal
2021, increased digital investment at Tubi and higher entertainment programming rights amortization due to
more hours of original scripted programming as compared to fiscal 2021, which was impacted by COVID-19.
Selling, general and administrative expenses increased primarily due to higher technology costs related to the
Company’s digital initiatives.
Other, Corporate and Eliminations (1% of the Company’s revenues for fiscal 2022 and 2021)
Revenues at the Other, Corporate and Eliminations segment for fiscal 2022 and 2021 include revenues
generated by Credible and the operation of the FOX Studio lot for third parties. Operating expenses for fiscal
2022 and 2021 include advertising and promotional expenses at Credible and the costs of operating the FOX
Studio lot. Selling, general and administrative expenses for fiscal 2022 and 2021 primarily relate to employee
costs and professional fees and the costs of operating the FOX Studio lot.
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to,
not as a substitute for, net income, cash flow and other measures of financial performance reported in
accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, this measure does not
reflect cash available to fund requirements and excludes items, such as depreciation and amortization and
impairment charges, which are significant components in assessing the Company’s financial performance.
Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
The following table sets forth the computation of Adjusted EBITDA for fiscal 2023, as compared to fiscal
2022:
46
Fiscal 2022 versus Fiscal 2021
The following table reconciles Net income to Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021:
The following table sets forth the computation of Adjusted EBITDA for fiscal 2022, as compared to fiscal
2021:
The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition
of rights and related payments for entertainment and sports programming; operational expenditures including
production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s
programming; employee and facility costs; capital expenditures; acquisitions; income taxes, interest and
dividend payments; debt repayments; legal settlements; and stock repurchases.
In addition to the acquisitions and dispositions disclosed within Note 3—Acquisitions, Disposals, and
Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to
continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions
may be material and may involve cash, the Company’s securities or the assumption of additional indebtedness.
47
Sources and Uses of Cash—Fiscal 2023 vs. Fiscal 2022
Net cash provided by operating activities for fiscal 2023 and 2022 was as follows (in millions):
The decrease in net cash provided by operating activities during fiscal 2023, as compared to fiscal 2022,
was primarily due to legal settlement costs (See Note 14—Commitments and Contingencies to the
accompanying Financial Statements), partially offset by higher Adjusted EBITDA, lower sports rights payments
primarily due to the absence of TNF and lower entertainment programming costs.
Net cash used in investing activities for fiscal 2023 and 2022 was as follows (in millions):
The decrease in net cash used in investing activities during fiscal 2023, as compared to fiscal 2022, was
primarily due to the absence of acquisitions and dispositions, partially offset by an increase in capital
expenditures and higher investments in equity securities.
Net cash used in financing activities for fiscal 2023 and 2022 was as follows (in millions):
The increase in net cash used in financing activities during fiscal 2023, as compared to fiscal 2022, was
primarily due to activity under the stock repurchase program, including the $1 billion accelerated share
repurchase agreement (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under
the heading “Stock Repurchase Program”), partially offset by the absence of the $750 million repayment of
senior notes that matured in January 2022.
Dividends
Dividends paid in fiscal 2023 totaled $0.50 per share of Class A Common Stock and Class B Common
Stock. Subsequent to June 30, 2023, the Company increased its semi-annual dividend and declared a semi-
annual dividend of $0.26 per share on both the Class A Common Stock and the Class B Common Stock. The
dividend declared is payable on September 27, 2023 with a record date for determining dividend entitlements of
August 30, 2023.
Based on the number of shares outstanding as of June 30, 2023, and the new annual dividend rate stated
above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2024 is approximately
$260 million.
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The decrease in net cash provided by operating activities during fiscal 2022, as compared to fiscal 2021,
was primarily due to higher sports payments and entertainment production spending as well as lower Adjusted
EBITDA.
Net cash used in investing activities for fiscal 2022 and 2021 was as follows (in millions):
The decrease in net cash used in investing activities during fiscal 2022, as compared to fiscal 2021, was
primarily due to lower capital expenditures in connection with establishing the Company’s standalone broadcast
technical facilities placed into service in fiscal 2021, partially offset by higher fiscal 2022 acquisitions (See Note
3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements).
Net cash used in financing activities for fiscal 2022 and 2021 was as follows (in millions):
The increase in net cash used in financing activities during fiscal 2022, as compared to fiscal 2021, was
primarily due to the $750 million repayment of senior notes that matured in January 2022 and the absence of
cash received from Disney in fiscal 2021, including the $462 million reimbursement related to the Divestiture
Tax.
Debt Instruments
Borrowings include senior notes (See Note 9—Borrowings to the accompanying Financial Statements).
During fiscal 2022, cash used in the repayment of borrowings was $750 Million for the 3.666% senior notes
which matured and were repaid in full in January 2022.
Use of Estimates
See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements
under the heading “Use of Estimates.”
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’s
customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for
those goods or services. The Company considers the terms of each arrangement to determine the appropriate
accounting treatment.
The Company generates advertising revenue from sales of commercial time within the Company’s
network programming, and from sales of advertising on the Company’s owned and operated television stations
and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized
as the commercials are aired. Certain of the Company’s advertising contracts have guarantees of a certain
number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are
deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising
contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments
due shortly thereafter.
The Company generates affiliate fee revenue from agreements with MVPDs for cable network
programming and for the broadcast of the Company’s owned and operated television stations. In addition, the
Company generates affiliate fee revenue from agreements with independently owned television stations that are
affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals. Affiliate
fee revenue is recognized as we continuously make the network programming available to the customer over
the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers,
revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each
period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling
price of the network programming provided over the contract term, which generally reflects the invoiced amount.
Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
The Company classifies the amortization of cable distribution investments (capitalized fees paid to
MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable
distribution investments on a straight-line basis over the contract period.
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Inventories
Licensed and Owned Programming
The Company incurs costs to license programming rights and to produce owned programming. Licensed
programming includes costs incurred by the Company for access to content owned by third parties. The
Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is
recorded at the earlier of payment or when the license period has begun, the cost of the program is known or
reasonably determinable and the program is accepted and available for airing. Advances paid for the right to
broadcast sports events within one year and programming with an initial license period of one year or less are
classified as current inventories, and license fees for programming with an initial license period of greater than
one year are classified as non-current inventories. Licensed programming is predominantly amortized as the
associated programs are made available. The costs of multi-year sports contracts are primarily amortized based
on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable
revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as
necessary. Such changes in the future could be material.
Owned programming includes content internally developed and produced as well as co-produced content.
Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-
computation method, which is based on the ratio of current period revenue to estimated total future remaining
revenue, and related costs to be incurred throughout the life of the respective program. 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. When production partners distribute
owned programming on the Company’s behalf, the net participation in profits is recorded as content license
revenue. The Company may receive government incentives in connection with the production of owned
programming. The Company records government incentives as a reduction of capitalized costs for owned
programming when the monetization of the incentive is probable. Government incentives were not material in
fiscal 2023, 2022 and 2021.
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair
value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating
the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized
costs. Where an evaluation indicates unamortized costs, including advances on multi-year sports rights
contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which
the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an
individual basis. Licensed programming is predominantly monetized as a group and tested for impairment on a
channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate
basis. The Company recognized impairments of approximately $10 million, $50 million, and nil in fiscal 2023,
2022 and 2021, respectively, related to owned programming at the Cable Network Programming and Television
segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.
The Company accounts for its business combinations under the acquisition method of accounting. The
total cost of acquisitions is allocated to the underlying net assets acquired, based on their respective estimated
fair values at the date of acquisition. Goodwill is recorded as the difference between the consideration
transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible
net assets and is assigned to one or more reporting units for purposes of testing for impairment. Determining
the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves
the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and
outflows, discount rates, asset lives and market multiples, among other items. Identifying reporting units and
assigning goodwill to them requires judgment involving the aggregation of business units with similar economic
characteristics and the identification of existing business units that benefit from the acquired goodwill. The
judgments made in determining the estimated fair value assigned to each class of intangible assets acquired,
their reporting unit, as well as their useful lives can significantly impact net income. The Company allocates
goodwill to disposed businesses using the relative fair value method.
51
Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for
possible impairment. The Company’s impairment review is based on a discounted cash flow analysis and
market-based valuation approach that requires significant management judgment. The Company uses its
judgment in assessing whether assets may have become impaired between annual valuations. Indicators such
as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of
key personnel and acts by governments and courts, may signal that an asset has become impaired and require
the Company to perform an interim impairment test.
The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting
and impairment testing. The direct valuation method used for FCC licenses requires, among other inputs, the
use of published industry data that are based on subjective judgments about future advertising revenues in the
markets where the Company owns television stations. This method also involves the use of management’s
judgment in estimating an appropriate discount rate reflecting the risk of a market participant in the U.S.
broadcast industry. The resulting fair values for FCC licenses are sensitive to these long-term assumptions and
any variations to such assumptions could result in an impairment to existing carrying values in future periods
and such impairment could be material.
During fiscal 2023, the Company determined that the goodwill and indefinite-lived intangible assets
included in the accompanying Consolidated Balance Sheet as of June 30, 2023 were not impaired based on the
Company’s annual assessments. The Company determined that there are no reporting units at risk of
impairment as of June 30, 2023, and will continue to monitor its goodwill and indefinite-lived intangible assets
for any possible future non-cash impairment charges.
See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements
under the heading “Annual Impairment Review” for further discussion.
Income Taxes
The Company is subject to income tax primarily in various domestic jurisdictions. The Company computes
its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various
jurisdictions in which it earns income. Tax laws are complex and subject to different interpretations by the
taxpayer and respective governmental taxing authorities. Significant judgment is required in determining the
Company’s tax expense and in evaluating its tax positions, including evaluating uncertainties.
The Company records valuation allowances to reduce deferred tax assets to the amount that is more
likely than not to be realized. In making this assessment, management analyzes future taxable income,
reversing temporary differences and ongoing tax planning strategies. Should a change in circumstances lead to
a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust
related valuation allowances in the period that the change in circumstances occurs, along with a corresponding
increase or charge to income.
Employee Costs
The Company participates in and/or sponsors various pension, savings and postretirement benefit plans.
Pension plans and postretirement benefit plans are closed to new participants with the exception of a small
group covered by collective bargaining agreements. The measurement and recognition of costs of the
Company’s pension and OPEB plans require the use of significant management judgments, including discount
rates, expected return on plan assets and other actuarial assumptions.
For financial reporting purposes, net periodic pension expense is calculated based upon a number of
actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality. The
Company considers current market conditions, including changes in investment returns and interest rates, in
making these assumptions. The expected long-term rate of return is determined using the current target asset
allocation of 35% equity securities, 55% fixed income securities and 10% in other investments, and applying
expected future returns for the various asset classes and correlations amongst the asset classes. A portion of
the fixed income investments is allocated to cash to pay near-term benefits.
The discount rate reflects the market rate for high-quality fixed income investments on the Company’s
annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions
52
used to account for pension and other postretirement benefit plans reflect the rates at which the benefit
obligations could be effectively settled. The rate was determined by matching the Company’s expected benefit
payments for the plans to a hypothetical yield curve developed using a portfolio of several hundred high-quality
corporate bonds.
The key assumptions used in developing the Company’s fiscal 2023, 2022 and 2021 net periodic pension
expense for its plans consist of the following:
Discount rates are volatile from year to year because they are determined based upon the prevailing rates
as of the measurement date. The Company will utilize discount rates of 5.3% and 5.4% in calculating the fiscal
2024 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate
of return of 5.3% for fiscal 2024 based principally on the future return expectation of the plans’ asset mix.
Changes in assumptions and differences between assumptions and actual experience has resulted in
accumulated pre-tax net losses on the Company’s pension and postretirement benefit plans, which as of
June 30, 2023 were $195 million as compared to $292 million as of June 30, 2022. These deferred losses are
being systematically recognized in future net periodic pension expense. Unrecognized losses in excess of 10%
of the greater of the market-related value of plan assets or the plans’ projected benefit obligation (“PBO”) are
recognized over the average future service of the plan participants or average future life of the plan participants.
The Company made contributions of $53 million, $59 million and $63 million to its pension plans in fiscal
2023, 2022 and 2021, respectively. The majority of these contributions were voluntarily made to improve the
funding status of the plans. Future plan contributions are dependent upon actual plan asset returns, statutory
requirements and interest rate movements. Assuming that actual plan returns are consistent with the
Company’s expected plan returns in fiscal 2024 and beyond and that interest rates remain constant, the
Company would not be required to make any material statutory contributions to its pension plans for the
immediate future. The Company will continue to make voluntary contributions as necessary to improve funded
status.
Changes in net periodic pension expense may occur in the future due to changes in the Company’s
expected rate of return on plan assets and discount rate resulting from economic events. The following table
highlights the sensitivity of the Company’s pension obligations and expense to changes in these assumptions,
assuming all other assumptions remain constant:
Impact on Annual
Changes in Assumption Pension Expense Impact on PBO
0.25 percentage point decrease in discount rate....................................... Increase $3 million Increase $28 million
0.25 percentage point increase in discount rate ........................................ Decrease $2 million Decrease $27 million
0.25 percentage point decrease in expected rate of return on assets ... Increase $2 million —
0.25 percentage point increase in expected rate of return on assets .... Decrease $2 million —
Fiscal 2024 net periodic pension expense for the Company’s pension plans is expected to decrease to
approximately $55 million primarily due to an increase in discount rates and asset gains during fiscal 2023.
53
Legal Matters
The Company establishes an accrued liability for legal claims and indemnification claims when the
Company determines that a loss is both probable and the amount of the loss can be reasonably estimated.
Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The
amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be
higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or
settlements which might be incurred by the Company in connection with the various proceedings could affect
the Company’s results of operations and financial condition.
Although the Company’s management believes that the expectations reflected in any of the Company’s
forward-looking statements are reasonable, actual results could differ materially from those projected or
assumed in any forward-looking statements. The Company’s future financial condition and results of operations,
as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such
as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause
the Company’s actual results, performance and achievements to differ materially from those estimates or
projections contained in the Company’s forward-looking statements include, but are not limited to, government
regulation, economic, strategic, political and social conditions and the following factors:
• evolving technologies and distribution platforms and changes in consumer behavior as consumers
seek more control over when, where and how they consume content, and related impacts on
advertisers and MVPDs;
• declines in advertising expenditures due to various factors such as the economic prospects of
advertisers or the economy, major sports events and election cycles, evolving technologies and
distribution platforms and related changes in consumer behavior and shifts in advertisers’
expenditures, the evolving market for AVOD advertising campaigns, and audience measurement
methodologies’ ability to accurately reflect actual viewership levels;
• further declines in the number of subscribers to MVPD services;
• the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or
arrangements through which the Company makes its content available for viewing through online
video platforms;
• the highly competitive nature of the industry in which the Company’s businesses operate;
• the popularity of the Company’s content, including special sports events; and the continued popularity
of the sports franchises, leagues and teams for which the Company has acquired programming rights;
• the Company’s ability to renew programming rights, particularly sports programming rights, on
sufficiently favorable terms, or at all;
• damage to the Company’s brands or reputation;
• the inability to realize the anticipated benefits of the Company’s strategic investments and
acquisitions, and the effects of any combination or significant acquisition, disposition or other similar
transaction involving the Company;
• the loss of key personnel;
54
• labor disputes, including current disputes and labor disputes involving professional sports leagues
whose games or events the Company has the right to broadcast;
• lower than expected valuations associated with the Company’s reporting units, indefinite-lived
intangible assets, investments or long-lived assets;
• a degradation, failure or misuse of the Company’s network and information systems and other
technology relied on by the Company that causes a disruption of services or improper disclosure of
personal data or other confidential information;
• content piracy and signal theft and the Company’s ability to protect its intellectual property rights;
• the failure to comply with laws, regulations, rules, industry standards or contractual obligations
relating to privacy and personal data protection;
• changes in tax, federal communications or other laws, regulations, practices or the interpretations
thereof;
• the impact of any investigations or fines from governmental authorities, including FCC rules and
policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and
other matters;
• the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its
programming;
• unfavorable litigation outcomes or investigation results that require the Company to pay significant
amounts or lead to onerous operating procedures;
• changes in GAAP or other applicable accounting standards and policies;
• the Company’s ability to secure additional capital on acceptable terms;
• the impact of any payments the Company is required to make or liabilities it is required to assume
under the Separation Agreement and the indemnification arrangements entered into in connection
with the Separation and the Transaction;
• the impact of COVID-19 and other widespread health emergencies or pandemics and measures to
contain their spread; and
• the other risks and uncertainties detailed in Item 1A. “Risk Factors” in this Annual Report.
Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking
statements in documents that are incorporated by reference hereto speak only as of the date of those
documents. The Company does not undertake any obligation to update or release any revisions to any forward-
looking statement made herein or to report any events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events or to conform such statements to actual results or changes in our
expectations, except as required by law.
The following sections provide quantitative and qualitative information on the Company’s exposure to
interest rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited
in estimating actual losses in fair value that can occur from changes in market conditions.
Interest Rates
The Company’s current financing arrangements and facilities include $7.25 billion of outstanding fixed-
rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings to
the accompanying Financial Statements).
Fixed and variable-rate debts are impacted differently by changes in interest rates. 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
55
interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service
such debt. As of June 30, 2023, all the Company’s financial instruments with exposure to interest rate risk were
denominated in U.S. dollars and no variable-rate debt was outstanding. Information on financial instruments
with exposure to interest rate risk is presented below:
As of June 30,
2023 2022
(in millions)
Fair Value
Borrowings: liability ........................................................................................................ $ 6,895 $ 7,084
Sensitivity Analysis
Potential change in fair values resulting from a 10% adverse change in quoted
interest rates ................................................................................................................ $ (267) $ (270)
Stock Prices
The Company has common stock investments in publicly traded companies that are subject to market
price volatility. Information on the Company’s investments with exposure to stock price risk is presented below:
As of June 30,
2023 2022
(in millions)
Fair Value
Total fair value of common stock investments ........................................................... $ 884 $ 435
Sensitivity Analysis
Potential change in fair values resulting from a 10% adverse change in quoted
market prices ............................................................................................................... $ (88) $ (43)
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FOX CORPORATION
Page
Management’s Report on Internal Control Over Financial Reporting ............................................................. 58
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) .............................................. 59
Consolidated Statements of Operations for the fiscal years ended June 30, 2023, 2022 and 2021......... 63
Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2023, 2022 64
and 2021 ...............................................................................................................................................................
Consolidated Balance Sheets as of June 30, 2023 and 2022 ......................................................................... 65
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2023, 2022 and 2021 ....... 66
Consolidated Statements of Equity for the fiscal years ended June 30, 2023, 2022 and 2021 ................. 67
Notes to the Consolidated Financial Statements ............................................................................................... 68
57
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Fox Corporation is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
as amended. The Company’s internal control over financial reporting includes those policies and procedures
that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of Fox Corporation;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United
States of America;
• provide reasonable assurance that receipts and expenditures of Fox Corporation are being made
only in accordance with authorization of management and directors of Fox Corporation; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of assets that could have a material effect on the consolidated financial
statements.
Fox Corporation’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America. Because
of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent
or detect misstatements. Also, the assessment of the effectiveness of internal control over financial reporting
was made as of a specific date. Projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management, including the Company’s principal executive officer and principal financial officer, conducted
an evaluation of the effectiveness of Fox Corporation’s internal control over financial reporting as of June 30,
2023, based on the framework set forth in “Internal Control — Integrated 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, 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, 2023, has audited the Company’s internal control over financial reporting. Their report
appears on the following page.
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2023 and 2022,
the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the
three years in the period ended June 30, 2023, and the related notes and our report dated August 11, 2023
expressed an unqualified opinion thereon.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that
a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
August 11, 2023
59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 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 11, 2023 expressed
an unqualified opinion thereon.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
60
Program rights amortization – National sports programming
Description of the As disclosed in Note 2 to the consolidated financial statements, the Company has single
Matter and multi-year contracts for national sports programming. The costs of multi-year sports
contracts at the Company are primarily amortized based on the ratio of each contract’s
current period's attributable revenue to the estimated total remaining attributable
revenue.
61
How We Addressed We obtained an understanding, evaluated the design, and tested the operating
the Matter in Our effectiveness of controls that address the risks of material misstatement relating to
Audit 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.
62
FOX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
The accompanying notes are an integral part of these Consolidated Financial Statements.
63
FOX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
(a)
Net income attributable to noncontrolling interests includes $(16) million, $(12) million and $25 million for
the fiscal years ended June 30, 2023, 2022 and 2021, respectively, relating to redeemable noncontrolling
interests.
The accompanying notes are an integral part of these Consolidated Financial Statements.
64
FOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
As of June 30,
2023 2022
ASSETS
Current assets
Cash and cash equivalents .......................................................................................... $ 4,272 $ 5,200
Receivables, net ............................................................................................................. 2,177 2,128
Inventories, net ............................................................................................................... 543 791
Other ................................................................................................................................ 265 162
Total current assets ........................................................................................................... 7,257 8,281
Non-current assets
Property, plant and equipment, net ............................................................................. 1,708 1,682
Intangible assets, net..................................................................................................... 3,084 3,157
Goodwill ........................................................................................................................... 3,559 3,554
Deferred tax assets ........................................................................................................ 3,090 3,440
Other non-current assets .............................................................................................. 3,168 2,071
Total assets ......................................................................................................................... $ 21,866 $ 22,185
LIABILITIES AND EQUITY
Current liabilities
Borrowings ...................................................................................................................... $ 1,249 $ —
Accounts payable, accrued expenses and other current liabilities ........................ 2,514 2,296
Total current liabilities ........................................................................................................ 3,763 2,296
Non-current liabilities
Borrowings ...................................................................................................................... 5,961 7,206
Other liabilities ................................................................................................................ 1,484 1,120
Redeemable noncontrolling interests ............................................................................. 213 188
Commitments and contingencies
Equity
Class A Common Stock(a) ............................................................................................. 3 3
Class B Common Stock(b) ............................................................................................. 2 3
Additional paid-in capital ............................................................................................... 8,253 9,098
Retained earnings .......................................................................................................... 2,269 2,461
Accumulated other comprehensive loss..................................................................... (149) (226)
Total Fox Corporation stockholders’ equity .................................................................... 10,378 11,339
Noncontrolling interests .................................................................................................... 67 36
Total equity .......................................................................................................................... 10,445 11,375
Total liabilities and equity .................................................................................................. $ 21,866 $ 22,185
(a)
Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 262,899,364
shares and 307,496,876 shares issued and outstanding at par as of June 30, 2023 and 2022, respectively.
(b)
Class B Common Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 235,581,025
shares and 243,122,595 shares issued and outstanding at par as of June 30, 2023 and 2022, respectively.
The accompanying notes are an integral part of these Consolidated Financial Statements.
65
FOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
The accompanying notes are an integral part of these Consolidated Financial Statements.
66
FOX CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(IN MILLIONS)
67
Balance, June 30, 2022.................. 308 $ 3 243 $ 3 $ 9,098 $ 2,461 $ (226) $ 11,339 $ 36 $ 11,375
Net income ................................... — — — — — 1,239 — 1,239 30 1,269
Other comprehensive income ... — — — — — — 77 77 — 77
Dividends ...................................... — — — — — (265) — (265) — (265)
Shares repurchased.................... (46) — (8) — (891) (1,123) — (2,014) — (2,014)
Other.............................................. 1 — — (1) 46 (43) — 2 1 3
Balance, June 30, 2023.................. 263 $ 3 235 $ 2 $ 8,253 $ 2,269 $ (149) $ 10,378 $ 67 $ 10,445
(a)
Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 6—Fair Value under the heading “Redeemable Noncontrolling
Interests”).
The accompanying notes are an integral part of these Consolidated Financial Statements.
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Transaction
FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox,
Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX's Class A Common Stock, par value $0.01
per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B
Common Stock” and, together with the Class A Common Stock, the “Common Stock”) began trading
independently on The Nasdaq Global Select Market (“the Transaction”). In connection with the Transaction, the
Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation
Agreement”), with 21CF, which effected the internal restructuring (the “Separation”) whereby The Walt Disney
Company (“Disney”) acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of
Disney. The Separation and the Transaction were effected as part of a series of transactions contemplated by
the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF
Disney Merger Agreement”), by and among 21CF, Disney and certain subsidiaries of Disney.
In connection with the Separation, the Company entered into a tax matters agreement among the
Company, Disney and 21CF which governs the parties’ respective rights, responsibilities and obligations with
respect to certain tax matters. 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.
Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Transaction, the Company paid
21CF a dividend (the “Dividend”) for the estimated taxes associated with the Transaction. The final
determination of the taxes included an estimated $5.8 billion in respect of the Separation and the Transaction
for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and an estimated $700
million prepayment in respect of divestitures (collectively, the “Transaction Tax”).
As a result of the Separation and the Transaction, which was a taxable transaction for which 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, which is expected to continue over the next several years due to the amortization of
the additional tax basis. Such estimates are subject to revisions, which could be material, based upon the
occurrence of future events. This amortization is estimated to reduce the Company’s fiscal 2023 cash tax
liability by approximately $360 million at the current combined federal and state applicable tax rate of
approximately 24%.
Included in the Transaction Tax was the Company’s share of the estimated tax liabilities of $700 million
related to the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports
Networks (“RSNs”), which Disney sold during calendar year 2019 (“Divestiture Tax”). During fiscal 2021, the
Company and Disney reached an agreement to settle the majority of the Divestiture Tax and the Company
received $462 million from Disney as reimbursement of the Company’s prepayment based upon the sales price
of the RSNs. This reimbursement was recorded in Other, net in the Statement of Operations (See Note 20—
Additional Financial Information under the heading “Other, net”). 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 financial
results of the Company.
Basis of Presentation
The Company’s financial statements as of and for the years ended June 30, 2023, 2022 and 2021 are
presented on a consolidated basis.
68
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are referred to as the “Financial Statements” herein. The
consolidated statements of operations are referred to as the “Statements of Operations” herein. The
consolidated statements of comprehensive income are referred to as the “Statements of Comprehensive
Income” herein. The consolidated balance sheets are referred to as the “Balance Sheets” herein. The
consolidated statements of cash flows are referred to as the “Statements of Cash Flows” herein. The
consolidated statements of equity are referred to as the “Statements of Equity” herein.
Any change in the Company’s ownership interest in a consolidated subsidiary, where a controlling
financial interest is retained, is accounted for as an equity transaction. When the Company ceases to have a
controlling financial interest in a consolidated subsidiary, the Company recognizes a gain or loss in net income
upon deconsolidation.
Use of Estimates
The preparation of the Company’s Financial Statements in conformity with U.S. generally accepted
accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the
amounts that are reported in the Financial Statements and accompanying disclosures. Although these estimates
are based on management’s best knowledge of current events and actions that the Company may undertake in
the future, actual results may differ from those estimates.
Receivables
Receivables are presented net of an allowance for credit losses, which is an estimate of amounts that
may not be collectible. The allowance for credit losses is estimated based on historical experience, receivable
aging, current expected collections, current economic trends and specific identification of certain receivables
that are at risk of not being paid.
As of June 30,
2023 2022
(in millions)
Total receivables ................................................................................................................ $ 2,221 $ 2,182
Allowance for credit losses ............................................................................................... (44) (54)
Total receivables, net ........................................................................................................ $ 2,177 $ 2,128
69
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Inventories
Licensed and Owned Programming
The Company incurs costs to license programming rights and to produce owned programming. Licensed
programming includes costs incurred by the Company for access to content owned by third parties. The
Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is
recorded at the earlier of payment or when the license period has begun, the cost of the program is known or
reasonably determinable and the program is accepted and available for airing. Advances paid for the right to
broadcast sports events within one year and programming with an initial license period of one year or less are
classified as current inventories, and license fees for programming with an initial license period of greater than
one year are classified as non-current inventories. Licensed programming is predominantly amortized as the
associated programs are made available. The costs of multi-year sports contracts are primarily amortized based
on the ratio of each contract’s current period attributable revenue to the estimated total remaining attributable
revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as
necessary. Such changes in the future could be material.
Owned programming includes content internally developed and produced as well as co-produced content.
Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-
computation method, which is based on the ratio of current period revenue to estimated total future remaining
revenue, and related costs to be incurred throughout the life of the respective program. 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. When production partners distribute
owned programming on the Company’s behalf, the net participation in profits is recorded as content license
revenue. The Company may receive government incentives in connection with the production of owned
programming. The Company records government incentives as a reduction of capitalized costs for owned
programming when the monetization of the incentive is probable. Government incentives were not material in
fiscal 2023, 2022 and 2021.
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair
value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating
the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized
costs. Where an evaluation indicates unamortized costs, including advances on multi-year sports rights
contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which
the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an
individual basis. Licensed programming is predominantly monetized as a group and tested for impairment on a
channel, network, or daypart basis. The recoverability of certain sports rights is assessed on an aggregate
basis.
Investments
Investments in and advances to entities or joint ventures in which the Company has significant influence,
but less than a controlling financial interest, are accounted for using the equity method. Significant influence
generally exists when the Company owns an interest between 20% and 50%.
Equity securities in which the Company has no significant influence (generally less than a 20% ownership
interest) with readily determinable fair values are accounted for at fair value based on quoted market prices.
Equity securities without readily determinable fair values are accounted for either at fair value or using the
measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from
observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All
gains and losses on investments in equity securities are recognized in the Statements of Operations.
Equity method investments are reviewed for impairment by comparing their fair value to their respective
carrying amounts. The Company determines the fair value of its private company investments by considering
available information, including recent investee equity transactions, discounted cash flow analyses, estimates
based on comparable public company operating multiples and, in certain situations, balance sheet liquidation
values. If the fair value of the investment has dropped below the carrying amount, management considers
70
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
several factors when determining whether an other-than-temporary decline in market value has occurred,
including the length of time and extent to which the market value has been below cost, the financial condition
and near-term prospects of the issuer of the security, the intent and ability of the Company to retain its
investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value and
other factors influencing the fair market value, such as general market conditions.
The Company regularly reviews equity securities not accounted for using the equity method or at fair
value for impairment based on a qualitative assessment which includes, but is not limited to (i) significant
deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee, (ii)
significant adverse changes in the regulatory, economic or technological environment of the investee and (iii)
significant adverse changes in the general market condition of either the geographical area or the industry in
which the investee operates. If an equity security is impaired, an impairment loss is recognized in the
Statements of Operations equal to the difference between the fair value of the investment and its carrying
amount.
FCC licenses
The Company performs impairment reviews by comparing the estimated fair value of the Company’s FCC
licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method,
assuming a hypothetical start-up scenario for a broadcast station in each of the markets the Company operates
in. The significant assumptions used are the discount rate and terminal growth rates and operating margins, as
well as industry data on future advertising revenues in the markets where the Company owns television
stations. These assumptions are based on actual third-party historical performance and estimates of future
performance in each market.
During fiscal 2023, the Company determined that the goodwill and indefinite-lived intangible assets
included in the Balance Sheet as of June 30, 2023, were not impaired based on the Company’s annual
assessments. The Company determined that there are no reporting units at risk of impairment as of June 30,
2023, and will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-
cash impairment charges.
Leases
The Company has lease agreements primarily for office facilities and other equipment. At contract
inception, the Company determines if a contract is or contains a lease and whether it is an operating or finance
lease. The Company does not separate lease components from nonlease components for real estate leases.
For operating leases that have a lease term of greater than one year, the Company initially recognizes
operating lease liabilities and right-of-use (“ROU”) assets at the lease commencement date, which is the date
that the lessor makes an underlying asset available for use by the Company. ROU assets represent the
Company’s right to use an underlying asset for the lease term and lease liabilities represent the present value of
the Company’s obligation to make lease payments, primarily escalating fixed payments, over the lease term.
The discount rate used to determine the present value of the lease payments is generally the Company’s
incremental borrowing rate because the rate implicit in the lease is generally not readily determinable. The
incremental borrowing rate for the lease term is determined by adjusting the Company’s unsecured borrowing
rate for a similar term to approximate a collateralized borrowing rate. The Company’s lease terms for each of its
leases represents the noncancelable period for which the Company has the right to use an underlying asset,
together with all of the following: (i) periods covered by an option to extend the lease if the Company is
reasonably certain to exercise that option; (ii) periods covered by an option to terminate the lease if the
Company is reasonably certain not to exercise that option; and (iii) periods covered by an option to extend (or
not to terminate) the lease in which exercise of the option is controlled by the lessor. The Company recognizes
lease expense for operating leases on a straight-line basis over the lease term.
The Company’s operating ROU assets are included in Other non-current assets and the Company’s
current and non-current operating lease liabilities are included in Accounts payable, accrued expenses and
other current liabilities and Other liabilities, respectively, in the Company’s Balance Sheets (See Note 20—
Additional Financial Information).
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’s
customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for
those goods or services. The Company considers the terms of each arrangement to determine the appropriate
accounting treatment.
The Company generates advertising revenue from sales of commercial time within the Company’s
network programming, and from sales of advertising on the Company’s owned and operated television stations
and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized
as the commercials are aired. Certain of the Company’s advertising contracts have guarantees of a certain
number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are
deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising
contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments
due shortly thereafter.
The Company generates affiliate fee revenue from agreements with MVPDs for cable network
programming and for the broadcast of the Company’s owned and operated television stations. In addition, the
Company generates affiliate fee revenue from agreements with independently owned television stations that are
affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals. Affiliate
fee revenue is recognized as we continuously make the programming available to the customer over the term of
the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are
recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For
contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the
network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate
contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
The Company classifies the amortization of cable distribution investments (capitalized fees paid to
MVPDs to facilitate carriage of a cable network) against affiliate fee revenue. The Company amortizes the cable
distribution investments on a straight-line basis over the contract period.
Other revenue primarily includes revenue generated from the Company’s content licensing agreements
and revenue from production services and rentals. Revenue from content licensing agreements is recognized
when the content is made available under the content licensing agreements. Production services and rental
revenues are recognized as the goods or services are delivered.
Advertising Expenses
The Company expenses advertising costs as incurred. The Company incurred advertising expenses of
$680 million, $708 million and $558 million for fiscal 2023, 2022 and 2021, respectively.
Income taxes
The Company uses an asset and liability approach for financial accounting and reporting for income
taxes. Under this approach, deferred taxes are provided for the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes. Valuation allowances are established where management determines that it is more likely than
not that some portion or all of a deferred tax asset will not be realized.
73
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
calculated similarly, except that the calculation for the Class A Common Stock includes the dilutive effect of the
assumed issuance of the shares issuable under the Company’s equity-based compensation plan.
Equity-Based Compensation
The Company applies a fair value-based measurement method in accounting for generally all share-
based payment transactions with employees. The Company recognizes compensation cost for awards granted
that have only service requirements and a graded vesting schedule on a straight-line basis over the requisite
service period for the entire award. The Company accounts for forfeitures when they occur.
Financial Instruments
The carrying value of the Company’s financial instruments, such as cash and cash equivalents,
receivables, payables and investments accounted for using the measurement alternative, approximates fair
value. The fair value of financial instruments is generally determined by reference to market values resulting
from trading on a national securities exchange or in an over-the-counter market.
Generally, the Company does not require collateral to secure receivables. As of June 30, 2023, the
Company had one customer that accounted for approximately 11% of the Company’s receivables. As of
June 30, 2022, the Company had no individual customers that accounted for 10% or more of the Company’s
receivables.
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
74
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
During fiscal 2023, the Company made no acquisitions. During fiscal 2022, the Company made
acquisitions, primarily consisting of three entertainment production companies, for total cash consideration of
approximately $240 million. During fiscal 2021, the Company made one acquisition consisting of a digital media
company and disposed of its sports marketing businesses. The incremental revenues and Segment EBITDA (as
defined in Note 17—Segment Information) related to the fiscal 2022 acquisitions and the fiscal 2021 acquisition
and disposals, included in the Company's results of operations, were not material individually or in the
aggregate.
As of June 30, 2023 and 2022, restructuring liabilities of $74 million and $16 million, respectively, were
included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets with the
remaining liability balances of $10 million and $11 million, respectively, included in Non-current Other liabilities
in the Balance Sheets.
75
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. INVENTORIES, NET
The Company’s inventories were comprised of the following:
As of June 30,
2023 2022
(in millions)
Licensed programming, including prepaid sports rights .............................................. $ 720 $ 975
Owned programming ......................................................................................................... 465 337
Total inventories, net ......................................................................................................... 1,185 1,312
Less: current portion of inventories, net ..................................................................... (543) (791)
Total non-current inventories, net .................................................................................... $ 642 $ 521
The following table presents the aggregate amortization expense related to Inventories, net included in
Operating expenses in the Statement of Operations:
Based on the balance of inventories, net as of June 30, 2023, the estimated amortization expense for
each of the succeeding three fiscal years is as follows:
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair
value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating
the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized
costs. The Company recognized impairments of approximately $10 million, $50 million and nil in fiscal 2023,
2022 and 2021, respectively, related to owned programming at the Cable Network Programming and Television
segments, which were recorded in Operating expenses in the Statements of Operations.
76
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about financial assets and redeemable noncontrolling interests
carried at fair value on a recurring basis:
(a)
The investment categorized as Level 1 primarily represents an investment in equity securities of Flutter
Entertainment plc (“Flutter”) with a readily determinable fair value.
(b)
The Company utilizes both the market and income approach valuation techniques for its Level 3 fair value
measures. Inputs to such measures could include observable market data obtained from independent
sources such as broker quotes and recent market transactions for similar assets. It is the Company’s
policy to maximize the use of observable inputs in the measurement of its Level 3 fair value
measurements. To the extent observable inputs are not available, the Company utilizes unobservable
inputs based upon the assumptions market participants would use in valuing the redeemable
noncontrolling interests. Examples of utilized unobservable inputs are future cash flows and long-term
growth rates.
In connection with the combination of The Stars Group Inc. and Flutter in May 2020, FOX Sports received
the right to acquire an 18.6% equity interest in FanDuel Group (“FanDuel”), a majority-owned subsidiary of
Flutter, at a price set forth in the relevant agreement (structured as a 10-year option), which has been the
subject of arbitration proceedings. In January 2023, the U.S. District Court for the Southern District of New York
confirmed and entered the arbitrator’s ruling affirming FOX Sports’ 10-year call option expiring in December
2030 to acquire 18.6% of FanDuel for $3.7 billion, with a 5% annual escalator. As of June 30, 2023, the option
price is approximately $4 billion. FOX has no obligation to commit capital towards this opportunity unless and
until it exercises the option. In addition, Flutter cannot pursue an initial public offering for FanDuel without FOX’s
consent or approval from the arbitrator.
77
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Redeemable Noncontrolling Interests
The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:
(a)
The amount issued in fiscal 2022 was primarily due to the acquisition of an entertainment production
company.
(b)
As a result of the exercise of a portion of the put rights held by the sports network minority shareholder
during fiscal 2021, approximately $135 million was reclassified out of Redeemable noncontrolling interests
into equity. At closing, the Company paid half of the purchase price in cash and delivered a three-year
promissory note for the remaining balance, which was recorded in Non-current liabilities on the Balance
Sheet.
(c)
As a result of the expiration of the sports network minority shareholder’s final put right during fiscal 2022,
approximately $110 million was reclassified into equity.
The fair values of the redeemable noncontrolling interests held in the entertainment production company
and in Credible were determined by using discounted cash flow analysis and market-based valuation approach
methodologies. Significant unobservable inputs used in the fair value measurements of the Company’s
redeemable noncontrolling interests are EBITDA (as defined in Note 17—Segment Information) projections and
multiples. Significant increases (decreases) in multiples would result in a significantly higher (lower) fair value
measurement.
The put right held by the Credible minority shareholder will become exercisable in fiscal 2025. The put
right held by the entertainment production company’s minority shareholder will become exercisable in fiscal
2027.
Financial Instruments
The carrying value of the Company’s financial instruments exclusive of borrowings, such as cash and
cash equivalents, receivables, payables and investments, accounted for using the measurement alternative
method, approximates fair value.
As of June 30,
2023 2022
(in millions)
Borrowings
Fair value ......................................................................................................................... $ 6,895 $ 7,084
Carrying value................................................................................................................. $ 7,210 $ 7,206
Fair value is generally determined by reference to market values resulting from trading on a national
securities exchange or in an over-the-counter market (a Level 1 measurement).
78
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company’s assets measured at fair value on a nonrecurring basis include investments accounted for
using the equity method and the measurement alternative method, long-lived assets, indefinite-lived intangible
assets and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes
in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-
lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at
its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements.
In addition, investments accounted for using the measurement alternative method are recorded at fair value as
a result of observable price changes in orderly transactions for the identical or a similar investment of the same
issuer.
As of June 30,
2023 2022
(in millions)
Land ..................................................................................................................................... $ 205 $ 199
Buildings and leaseholds .................................................................................................. 1,320 1,284
Machinery and equipment ................................................................................................ 1,904 1,743
3,429 3,226
Less: accumulated depreciation and amortization ....................................................... (1,966) (1,729)
1,463 1,497
Construction in progress ................................................................................................... 245 185
Total property, plant and equipment, net ........................................................................ $ 1,708 $ 1,682
Depreciation and amortization expense related to Property, plant and equipment was $337 million, $297
million and $237 million for fiscal 2023, 2022 and 2021, respectively.
(a)
Net of accumulated amortization of $366 million and $292 million as of June 30, 2023 and 2022,
respectively.
(b)
See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Acquisitions and
Disposals.”
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FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Amortization expense related to finite-lived intangible assets was $74 million, $66 million and $63 million
for fiscal 2023, 2022 and 2021, respectively.
Based on the balance of finite-lived intangible assets as of June 30, 2023, the estimated amortization
expense for each of the succeeding five fiscal years is as follows:
(a)
These amounts may vary as acquisitions and dispositions occur in the future.
Other,
Cable Network Corporate and
Programming Television Eliminations Total Goodwill
(in millions)
Balance, June 30, 2021 ............................................. $ 1,059 $ 2,155 $ 221 $ 3,435
Acquisitions and other(a) ......................................... — 86 33 119
Balance, June 30, 2022 ............................................. $ 1,059 $ 2,241 $ 254 $ 3,554
Acquisitions and other ............................................ — 5 — 5
Balance, June 30, 2023 ............................................. $ 1,059 $ 2,246 $ 254 $ 3,559
(a)
See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Acquisitions and
Disposals.”
The carrying amount of Television segment goodwill was net of accumulated impairments of $371 million
as of June 30, 2023 and 2022.
NOTE 9. BORROWINGS
Public Debt - Senior Notes Issued
The Company has issued senior notes (the “Notes”) under an Indenture, dated as of January 25, 2019, by
and between the Company and The Bank of New York Mellon, as Trustee (the “2019 Indenture”). The Notes are
direct unsecured obligations of the Company and rank pari passu with all other senior indebtedness of the
Company, including the indebtedness under the Revolving Credit Agreement described below. Redemption may
occur, at the option of the holders, at 101% of the principal amount plus an accrued interest amount in certain
circumstances where a change of control is deemed to have occurred. The Notes are subject to certain
covenants, which, among other things, limit the Company’s ability and the ability of the Company’s subsidiaries,
to create liens and engage in merger, sale or consolidation transactions. The 2019 Indenture does not contain
any financial maintenance covenants.
In April 2020, the Company issued $1.2 billion of senior notes and used the net proceeds for general
corporate purposes. In January 2019, the Company issued $6.8 billion of senior notes and used the net
proceeds, together with available cash on its balance sheet, to fund the Dividend and to pay fees and expenses
80
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
incurred in connection with the issuance of such notes and the Separation and the Transaction. The following
table summarizes the Company’s senior notes, net of repayments:
Current Borrowings
Included in Borrowings within Current liabilities as of June 30, 2023 was $1.25 billion of 4.030% senior
due in January 2024.
The Revolving Credit Agreement provides for a $1.0 billion unsecured revolving credit facility with a sub-
limit of $150 million available for the issuance of letters of credit and a maturity date of June 2028. Under the
Revolving Credit Agreement, the Company may request an increase in the amount of the credit facility
commitments up to a maximum facility amount of $1.75 billion and the Company may request that the maturity
date be extended for up to two additional one-year periods. The material terms of the Revolving Credit
Agreement include the requirement that the Company maintain specific leverage ratios and limitations on
indebtedness. The interest rates and fees under the Revolving Credit Agreement are based on the Company’s
long-term senior unsecured non-credit enhanced debt ratings. Given the current credit ratings, the interest rate
on borrowings under the Revolving Credit Agreement would be the forward-looking term rate based on the
Secured Overnight Financing Rate plus 1.125% and the facility fee is 0.125%. As of June 30, 2023, there were
no borrowings outstanding under the Revolving Credit Agreement.
81
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. LEASES
Lessee Arrangements
The following amounts were recorded in the Company’s Balance Sheet relating to its operating leases
and other supplemental information:
As of June 30,
2023 2022
(in millions)
In December 2022, the Company renewed the operating lease for its corporate headquarters at 1211
Avenue of the Americas in New York through fiscal 2042. In connection with this extension, the Company
recorded additional operating lease assets and liabilities of approximately $540 million as of June 30, 2023.
The following table presents information about the Company’s lease costs and supplemental cash flows
information for leases:
(a)
Total lease costs of $145 million, $128 million and $126 million for fiscal 2023, 2022 and 2021 are net of
sublease income of approximately $15 million, $15 million and $30 million, respectively. Approximately
$15 million of the sublease income for fiscal 2021 relates to office facilities that were subleased through
November 2020 to News Corporation, a related party (see Note 13—Related Party Transactions).
82
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the lease payments relating to the Company’s operating leases:
As of June 30,
2023
(in millions)
Fiscal Year
2024 ................................................................................................................................................................ $ 123
2025 ................................................................................................................................................................ 113
2026 ................................................................................................................................................................ 63
2027 ................................................................................................................................................................ 61
2028 ................................................................................................................................................................ 93
Thereafter ....................................................................................................................................................... 1,101
Total lease payments .................................................................................................................................... 1,554
Less: imputed interest............................................................................................................................... (557)
Present value of operating lease liabilities ................................................................................................ $ 997
Lessor Arrangements
The Company’s lessor arrangements primarily relate to its owned production and office facilities at the
FOX Studio Lot, which is located in Los Angeles, California. The Company is responsible for the management
of the FOX Studio Lot, which includes managing and providing facilities, studio operations, and production
services. The Company leases production and office space on the FOX Studio Lot to 21CF for an initial term of
seven years, subject to two five-year renewal options exercisable by 21CF. As a result, the FOX Studio Lot will
predominantly be utilized by Disney productions until 2026. The Company will receive approximately $50 million
annually in lease payments over the remaining lease term.
The Company recorded total lease income of approximately $60 million, $60 million, and $50 million for
fiscal 2023, 2022 and 2021 respectively, which is included in Revenues in the Statements of Operations. The
Company recognizes lease payments for operating leases as revenue on a straight-line basis over the lease
term and variable lease payments as revenue in the period incurred.
As of June 30, 2023, there were approximately 15,100 holders of record of shares of Class A Common
Stock and approximately 3,400 holders of record of shares of Class B Common Stock.
In the event of a liquidation or dissolution or winding up of the Company, after distribution in full of the
preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of
preferred stock or series common stock, holders of Class A Common Stock and Class B Common Stock, to the
extent fixed by the Board of Directors (the “Board”) with respect thereto, are entitled to receive all of the
remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the
number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In
the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and
the holders of Class B Common Stock generally are entitled to receive substantially identical per share
consideration.
83
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Under the Certificate of Incorporation, the Board is authorized to issue shares of preferred stock or
common stock at any time, without stockholder approval, and to determine all the terms of those shares,
including the following:
(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which
entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding shares of the Company’s capital stock
entitled to vote generally in the election of directors;
(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have
compared to any other class; and
(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or
common stock will have compared to any other class.
Any decision by the Board to issue preferred stock or common stock must, however, be taken in
accordance with the Board’s fiduciary duty to act in the best interests of the Company’s stockholders. The
Company is authorized to issue 35,000,000 shares of preferred stock, par value $0.01 per share and
35,000,000 shares of series common stock, par value $0.01 per share. The Board has the authority, without any
further vote or action by the stockholders, to issue preferred stock and series common stock in one or more
series and to fix the number of shares, designations, relative rights (including voting rights), preferences,
qualifications and limitations of such series to the full extent permitted by Delaware law.
Fiscal 2023
In connection with the stock repurchase program, the Company entered into an accelerated share
repurchase (“ASR”) agreement in February 2023 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, which was the Nasdaq Global Select Market (“Nasdaq”) closing share price of the Class A
Common Stock on February 8, 2023. Upon settlement of the ASR agreement in August 2023, the Company
received a final delivery of approximately 7.8 million shares of Class A Common Stock. The final number of
shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-
weighted average market price of the Class A Common Stock on the Nasdaq during the term of the ASR
agreement less a discount). The Company accounted for the ASR agreement as two separate transactions. The
initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the
acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract
indexed to the Class A Common Stock and qualified as an equity transaction.
Fiscal 2021
In connection with the stock repurchase program, the Company entered into two ASR agreements in
August 2020 to repurchase $154 million of Class A Common Stock and $66 million of Class B Common Stock.
In accordance with the ASR agreements, the Company paid a third-party financial institution $154 million and
$66 million and received initial deliveries of approximately 4.7 million and 2.0 million shares of Class A Common
Stock and Class B Common Stock, respectively, representing 80% of the shares expected to be repurchased
under each ASR agreement, at a price of $26.00 and $26.01 per share, which was the Nasdaq closing share
price of the Class A Common Stock and Class B Common Stock, respectively, on August 21, 2020. Upon
settlement of the ASR agreements in September 2020, the Company received final deliveries of approximately
0.9 million and 0.4 million shares of Class A Common Stock and Class B Common Stock, respectively. The final
84
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
number of shares purchased under the ASR agreements was determined using a price of $27.57 and $27.67
per share (the volume-weighted average market price on the Nasdaq of the Class A Common Stock and Class
B Common Stock, respectively, during the terms of the ASR agreements less a discount applicable for the Class
A Common Stock). The Company accounted for each ASR agreement as two separate transactions. The initial
deliveries of Class A Common Stock and Class B Common Stock were accounted for as treasury stock
transactions recorded on the acquisition date. The final settlements of Class A Common Stock and Class B
Common Stock were accounted for as forward contracts indexed to the Class A Common Stock or Class B
Common Stock, as applicable, and qualified as equity transactions.
In addition to the shares purchased under the ASR agreements, the Company repurchased shares of
Class A Common Stock and Class B Common Stock in the open market during fiscal 2023, 2022 and 2021.
Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company
allocates the amount of the repurchase price over par value between additional paid-in capital and retained
earnings.
The following table summarizes the Company’s repurchases of its Class A Common Stock and Class B
Common Stock:
(a)
These amounts exclude any fees, commissions or other costs associated with the share repurchases.
Stockholders Agreement
The Company announced on November 6, 2019 that it had entered into a stockholders agreement with
the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to
take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more
than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the
Murdoch Family Trust’s voting power by more than 1.75% in any rolling twelve-month period. The Murdoch
Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the
Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B shares, except
where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any
matter.
Dividends
The following table summarizes the dividends declared and paid per share on both the Company’s Class
A Common Stock and Class B Common Stock:
Comprehensive Income
Comprehensive income is reported in the Statements of Comprehensive Income and consists of Net
income and Other comprehensive income, including benefit plan adjustments, which affect stockholders’ equity,
and under GAAP, are excluded from Net income.
85
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarize the activity within Other comprehensive income:
(a)
Reclassifications of amounts related to benefit plan adjustments are included in Other, net in the
Statements of Operations (See Note 15—Pension and Other Postretirement Benefits for additional
information).
As of June 30,
2023 2022 2021
(in millions)
Benefit plan adjustments and other ..................................................... $ (145) $ (219) $ (318)
Cumulative translation adjustment ...................................................... (4) (7) —
Accumulated other comprehensive loss, net of tax .......................... $ (149) $ (226) $ (318)
86
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
stock appreciation rights, restricted and unrestricted stock, RSUs, performance stock units “PSUs”) and other
types of FOX or subsidiary equity awards may be granted.
The Company’s officers, directors and employees are eligible to participate in the SAP. The maximum
number of shares of Class A Common Stock that may be issued under the SAP is 65 million shares. As of
June 30, 2023, the remaining number of shares of Class A Common Stock available for issuance under the SAP
was approximately 39 million.
Awards granted under the SAP (other than stock options or stock appreciation rights) entitle the holder to
receive Dividend Equivalents (as defined in the SAP) for each regular cash dividend on the common stock
underlying the award paid by the Company during the award period. Dividend equivalents granted with respect
to equity awards will be accrued during the applicable award period and such dividend equivalents will vest and
be paid only if and when the underlying award vests.
The fair value of equity-based compensation under the SAP was calculated according to the type of
award issued.
In fiscal 2023, 2022 and 2021, a total of approximately 2.1 million, 1.7 million and 2.2 million RSUs were
granted, respectively, which vest in equal annual installments over a three-year period subject to the
participants’ continued employment with the Company.
In fiscal 2023, 2022 and 2021, a total of approximately 0.2 million, 0.2 million and 0.3 million PSUs were
granted, respectively, which have a three-year performance measurement period. The awards are subject to the
achievement of three pre-established objective performance measures determined by the Compensation
Committee. The awards issued will be settled in shares of Class A Common Stock upon vesting and are subject
to the participants’ continued employment with the Company. Any person who holds PSUs has no ownership
interest in the shares of Class A Common Stock to which such PSUs relate until and unless shares of Class A
Common Stock are delivered to the holder. All shares of Class A Common Stock underlying awards that are
cancelled or forfeited become available for future grants. Certain of these awards have a graded vesting
provision and the expense recognition is accelerated.
87
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the activity related to RSUs and target PSUs granted to the Company’s
employees to be settled in stock (RSUs and PSUs in thousands):
(a)
The intrinsic value of unvested RSUs and target PSUs as of June 30, 2023 was approximately $145
million.
Stock Options
Stock options are awards that entitle the holder to purchase a specified number of shares of Class A
Common Stock at a specified price for a specified period of time and become exercisable over time, subject to
the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as
the Compensation Committee of the Board may establish. Stock Options granted under the SAP were fair
valued using a Black-Scholes option valuation model that uses the following assumptions: (i) expected volatility
was generally based on historical volatility of the Company and the Company’s peer group over the expected
term of the stock options; (ii) expected term of stock options granted was generally determined by analyzing
historical data of the Company’s peer group and represented the period of time that stock options granted were
expected to be outstanding; (iii) risk-free interest rate was based on the U.S. Treasury yield curve in effect at the
time of grant of the award for time periods approximately equal to the expected term of the award; and (iv)
expected dividend yield.
During fiscal 2023, 2022 and 2021, the Company granted approximately 4.3 million, 4.0 million and 5.0
million PSOs, respectively. The PSOs will vest in full at the end of the applicable three-year performance period
if the market condition is met, and have a term of seven years thereafter.
88
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about the Company’s stock options and PSOs granted under
the SAP during fiscal 2023, 2022 and 2021 (options in thousands):
(a)
During fiscal 2023, 2022 and 2021, the Company received approximately $7 million, $17 million and $12
million, respectively, in cash payments from the exercise of stock options.
(b)
The intrinsic value of options outstanding as of June 30, 2023, 2022 and 2021 was $37.1 million, $26.9
million and $65.6 million, respectively.
(c)
The intrinsic value of options exercisable as of June 30, 2023, 2022 and 2021 was $6.8 million, $3.1
million and $5.5 million, respectively.
The fair value of each PSO and stock option grant is estimated on the date of grant with the following
weighted average assumptions used for grants during fiscal 2023, 2022 and 2021:
89
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s equity-based compensation:
As of June 30, 2023, the Company’s total estimated compensation cost, not yet recognized, related to
non-vested equity awards held by the Company’s employees was approximately $70 million and is expected to
be recognized over a weighted average period between one and two years.
For fiscal 2023, 2022 and 2021, the related party revenue and expense were not material (See Note 10—
Leases for information related to office facilities that were subleased to News Corporation for a portion of fiscal
2021 and Note 14—Commitments and Contingencies and Note 20—Additional Financial Information for
information related to U.K. Newspaper Matters Indemnity obligation to News Corporation).
As of June 30, 2023 and 2022, the amounts due to related parties were $124 million and $81 million,
respectively, which were included in Accounts payable, accrued expenses and other current liabilities in the
Balance Sheets.
Licensed programming
Under the Company’s contracts with the National Football League (“NFL”), the remaining future minimum
payments for program rights to broadcast certain football games are payable over the remaining term of the
contract through the 2033 NFL season. The NFL has a one-time right to terminate the agreement after the 2029
NFL season.
The Company’s contract with Major League Baseball (“MLB”) gives the Company rights to broadcast
certain regular season and post-season games, as well as exclusive rights to broadcast MLB’s World Series
and All-Star Game through the 2028 MLB season.
90
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’s contracts with the National Association of Stock Car Auto Racing (“NASCAR”) give the
Company rights to broadcast certain races and ancillary content through calendar year 2024.
Under the Company’s contracts with certain collegiate conferences, remaining future minimum payments
for program rights to broadcast certain sports events are payable over the remaining terms of the contracts.
Contingencies
The Company establishes an accrued liability for legal claims and indemnification claims when the
Company determines that a loss is both probable and the amount of the loss can be reasonably estimated.
Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The
amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be
higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or
settlements which might be incurred by the Company in connection with the various proceedings could affect
the Company’s results of operations and financial condition. For the contingencies disclosed below for which
there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the
Company was unable to estimate the amount of loss or range of loss.
FOX News
The Company’s FOX News business and certain of its current and former employees have been subject
to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has
resolved many of these claims and is contesting other claims in litigation. The Company has also received
regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements
or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The
amount of additional liability, if any, that may result from these or related matters cannot be estimated at this
time. However, the Company does not currently anticipate that the ultimate resolution of any such pending
matters will have a material adverse effect on its business, financial condition, results of operations or cash
flows.
91
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Defamation and Disparagement Claims
From time to time, the Company and its news businesses, including FOX News Media and the FOX
Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. These
include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) in
February 2021 seeking $2.7 billion in damages and Dominion Voting Systems, Inc. and certain of its affiliates
(collectively, “Dominion”) in March 2021 seeking $1.6 billion in damages. On March 31, 2023, the court in the
Dominion case issued its rulings on summary judgment motions that were unfavorable to the Company.
Following these rulings, on April 18, 2023, the Company and its subsidiary, Fox News Network, LLC, entered
into a Release and Settlement Agreement with Dominion pursuant to which the parties agreed to resolve the
lawsuits among them. The Company paid an aggregate of approximately $800 million to settle this and a related
lawsuit in April 2023, which is included in Other, net in the Consolidated Statement of Operations for fiscal 2023
(See Note 20—Additional Financial Information under the heading “Other, net”).
The Company continues to believe the Smartmatic and other pending lawsuits alleging defamation or
disparagement are without merit and intends to defend against them vigorously, including through any appeals.
Discovery in the Smartmatic case remains ongoing and it is likely that depositions, expert discovery and
summary judgment and other key motions will follow. At this time, a trial in the Smartmatic lawsuit is not
expected to commence until 2025. The Company is unable to predict the final outcome of these matters and
has determined that a loss in the Smartmatic case is neither probable nor reasonably estimable. 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.
On April 11, 2023 and April 20, 2023, stockholders of the Company filed derivative lawsuits against certain
directors of the Company under the captions Schwarz v. Murdoch et al., C.A. No. 2023-0418 (Del. Ch.) and
Greenberg et al. v. Murdoch et al., C.A. No. 2023-0440 (Del. Ch.). The lawsuits each named the Company as a
nominal defendant. The complaints allege that members of the Company’s Board breached their fiduciary duties
by allowing the Company’s news channel to air programming regarding election fraud in connection with the
2020 U.S. Presidential election, which resulted in significant defamation cases. The plaintiffs seek orders
awarding damages in favor of the Company; directing the Company to reform and improve its policies and
procedures; and awarding the plaintiffs attorneys' fees and costs. The Company believes the lawsuits are
without merit and intends to vigorously defend against them.
Other
The Company’s operations are subject to tax primarily in various domestic jurisdictions and as a matter of
course, the Company is regularly audited by federal and state tax authorities. The Company believes it has
appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that
the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial
condition, future results of operations or liquidity. Each member of the 21CF consolidated group, which includes
21CF, the Company (prior to the Transaction) and 21CF’s other subsidiaries, is jointly and severally liable for the
U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated
group. Consequently, the Company could be liable in the event any such liability is incurred, and not
discharged, by any other member of the 21CF consolidated group. The tax matters agreement entered into in
connection with the Separation requires 21CF and/or Disney to indemnify the Company for any such liability.
Disputes or assessments could arise during future audits by the IRS in amounts that the Company cannot
quantify.
92
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Pension and postretirement plans that are sponsored by the Company are accounted for as defined
benefit pension plans. Accordingly, the funded and unfunded position of each plan is recorded in the Balance
Sheets. Actuarial gains and losses that have not yet been recognized through income are recorded in
Accumulated other comprehensive loss net of taxes, and they are systematically amortized as a component of
net periodic benefit cost. The Company’s benefit obligation for the plans is calculated using assumptions which
the Company reviews on a regular basis. The funded status of the plans can change from year to year, but the
assets of the funded plans have been sufficient to pay all benefits that came due in each of fiscal 2023, 2022
and 2021.
The Company uses a June 30 measurement date for all pension and postretirement benefit plans. The
following table sets forth the change in the projected benefit obligation, change in the fair value of plan assets
and funded status for the Company’s pension and postretirement benefit plans:
(a)
Represents the full settlement of former employees’ deferred pension benefit obligations through lump sum
payments.
(b)
Actuarial gains for June 30, 2023 and June 30, 2022 were primarily due to a change in the discount rate
assumption utilized in measuring plan obligations.
(c)
The Company has established an irrevocable grantor trust (the “Grantor Trust”), administered by an
independent trustee, with the intention of making cash contributions to the Trust to fund certain future
pension benefit obligations of the Company. The assets in the Grantor Trust are unsecured funds of the
Company and can be used to satisfy the Company’s obligations in the event of bankruptcy or insolvency.
93
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized in the Balance Sheets consist of:
Amounts recognized in Accumulated other comprehensive loss, before tax, consist of:
Accumulated pension benefit obligations as of June 30, 2023 and 2022 were $1.04 billion and $1.07
billion, respectively. For the funded plans, as of June 30, 2023, the projected benefit obligation exceeds the fair
value of plan assets except for two plans that have assets of $123 million, a projected benefit obligation of $115
million and an accumulated benefit obligation of $112 million. Information about funded and unfunded pension
plans is presented below:
(a)
The fair value of the assets in the Grantor Trust as of June 30, 2023 and 2022 was $276 million and $270
million, respectively.
94
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Information about funded and unfunded pension plans in which the accumulated benefit obligation
exceeds fair value of the plan assets is presented below:
(a)
As of June 30, 2023, the fair value of plan assets exceeded the accumulated benefit obligation for the
funded plans.
(b)
The fair value of the assets in the Grantor Trust as of June 30, 2023 and 2022 was $276 million and $270
million, respectively.
The components of net periodic benefit costs other than the service cost component are included in
Other, net in the Statements of Operations.
95
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company utilizes a full yield curve approach in the estimation of the service and interest components
of net periodic benefit costs for pension and postretirement benefits by applying the specific spot rates along the
yield curve used in the determination of the benefit obligation to their underlying projected cash flows. The
Company utilizes the latest mortality table released by the Society of Actuaries.
The following assumed health care cost trend rates as of June 30 were also used in accounting for
postretirement benefits:
Postretirement benefits
Fiscal 2023 Fiscal 2022
Health care cost trend rate ............................................................................................... 6.1 % 5.8 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) .. 4.0 % 4.0 %
Year that the rate reaches the ultimate trend rate ........................................................ 2047 2047
The following table sets forth the estimated benefit payments and estimated settlements for the next five
fiscal years and in aggregate for the five fiscal years thereafter. These payments are estimated based on the
same assumptions used to measure the Company’s benefit obligation at the end of the fiscal year and include
benefits attributable to estimated future employee service:
The above table presents expected benefit payments for the postretirement benefits net of a nominal
amount of U.S. Medicare subsidy receipts per year.
96
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Plan Assets and Grantor Trust
The following tables present Plan assets for the Company’s funded pension plans and Grantor Trust
assets to fund certain future unfunded pension benefit obligations of the Company. The assets are classified by
level within the fair value hierarchy, as described in Note 6—Fair Value, as of June 30, 2023 and 2022:
97
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(a)
Investments that are measured at fair value using the net asset value (“NAV”) per share (or its equivalent)
as a practical expedient are excluded from the fair value hierarchy disclosure. These investments have
monthly liquidity.
(b)
Pooled funds that have a readily determinable fair value are valued at the regularly published NAV.
(c)
Domestic fixed income funds consist primarily of investment grade securities.
(d)
Exchange traded funds and common stock investments that are publicly traded are valued at the closing
price reported on active markets in which the securities are traded.
(e)
Includes cash and cash equivalents and plan receivables and payables.
The investment objective for the funded pension plans is to grow assets to decrease the deficit and
protect improvements in funded status. The asset allocation strategy will change over time by shifting assets
from return seeking assets to liability hedging assets upon the achievement of certain funding milestones. The
target asset allocation on June 30, 2023 is 50% return seeking assets and 50% liability hedging assets which
approximates the actual asset allocation as of June 30, 2023. Return seeking assets are diversified across
multiple asset classes and liability hedging assets are managed to correlate highly with the pension liabilities to
reduce interest rate risk. Assets are generally managed by external investment managers. The expected long-
term rate of return on asset assumption is determined using the current target asset allocation and applying
expected future returns for the various asset classes and correlations amongst the asset classes.
98
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The funded plans weighted-average asset allocation, by asset category, are as follows:
Pension benefits
As of June 30,
2023 2022
Asset Category
Equity investments ......................................................................................................... 39 % 37 %
Fixed income investments, including cash ................................................................. 51 52
Other ................................................................................................................................ 10 11
Total...................................................................................................................................... 100 % 100 %
Required pension plan contributions for the next fiscal year are not expected to be material; however,
actual contributions may be affected by pension asset and liability valuation changes during the year. The
Company will continue to make voluntary contributions as necessary to improve funded status.
99
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table is a reconciliation of income tax computed at the statutory rate to income tax expense:
For the years ended June 30,
2023 2022 2021
U.S. federal income tax rate ................................................................. 21 % 21 % 21 %
State and local taxes.............................................................................. 5 4 4
Valuation allowance movement ............................................................ 2 — —
Return to accrual(a) ................................................................................. — 2 —
Nondeductible compensation ............................................................... — 1 1
Adjustments for tax matters, net .......................................................... — — (1)
Other ......................................................................................................... — (1) —
Effective tax rate ..................................................................................... 28 % 27 % 25 %
(a)
Primarily attributable to a remeasurement of the Company’s net deferred tax assets associated with
changes in the mix of jurisdictional earnings.
As of June 30,
2023 2022
(in millions)
Deferred tax assets
Basis difference(a) ........................................................................................................... $ 2,911 $ 3,371
Operating lease liabilities .............................................................................................. 241 123
Pension benefit obligations........................................................................................... 14 34
Equity-based compensation ......................................................................................... 34 30
Net operating loss carryforwards ................................................................................. 37 31
Other ................................................................................................................................ 188 104
Total deferred tax assets .................................................................................................. 3,425 3,693
Deferred tax liabilities
Operating lease ROU assets........................................................................................ (229) (116)
Accrued liabilities............................................................................................................ (21) (2)
Sports rights contracts ................................................................................................... (19) (108)
Total deferred tax liabilities ............................................................................................... (269) (226)
Net deferred tax asset before valuation allowance ...................................................... 3,156 3,467
Less: valuation allowance ............................................................................................. (72) (34)
Total net deferred tax assets(b)......................................................................................... $ 3,084 $ 3,433
(a)
As a result of the Separation and the Transaction, which was a taxable transaction for which the 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 amount includes the additional
estimated deferred tax asset recorded as a result of the increased tax basis (See Note 1—Description of
Business and Basis of Presentation under the heading “Basis of Presentation”).
(b)
Includes a $6 million and $7 million deferred tax liability recorded in Other liabilities on the Consolidated
Balance Sheet as of June 30, 2023 and 2022, respectively.
As of June 30, 2023, the Company had $37 million of tax attributes from net operating loss carryforwards
available to offset future taxable income. A substantial portion of these losses can be carried forward indefinitely.
100
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The net increase in the valuation allowance to $72 million as of June 30, 2023 was primarily due to the
additional valuation allowance required on net operating loss carryforwards and tax credits not expected to be
utilized.
The following table sets forth the change in the uncertain tax positions, excluding interest and penalties:
(a)
The reduction for tax positions in fiscal 2023 of $6 million is primarily due to audit settlements and the
expiration of statutes of limitations. The reduction for tax positions in fiscal 2022 of $5 million is primarily
from the expiration statutes of limitations. The reduction for tax positions in fiscal 2021 includes $31 million
from the settlement of audits and $14 million from the expiration of statutes of limitations.
The Company recognizes interest and penalty charges related to uncertain tax positions as income tax
(expense) benefit. The Company recorded liabilities for accrued interest of $9 million and $11 million as of
June 30, 2023 and 2022, respectively, and the amounts of interest income/expense recorded in each of fiscal
2023, 2022 and 2021 were not material.
The Company is subject to tax primarily in various domestic jurisdictions and, as a matter of ordinary
course, the Company is regularly audited by federal and state tax authorities. The Company believes it has
appropriately accrued for the expected outcome of all pending tax matters and does not anticipate that the
resolution of these pending tax matters will have a material adverse effect on its consolidated financial
condition, future results of operations or liquidity. The net decrease to the balance of uncertain tax positions in
fiscal 2023 is primarily attributable to state matters. The Company does not expect significant changes to these
positions over the next 12 months. As of June 30, 2023 and 2022, $21 million and $22 million, respectively,
would affect the Company’s effective income tax rate if the Company’s position with respect to the uncertainties
is sustained.
101
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’s operating segments have been determined in accordance with the Company’s internal
management structure, which is organized based on operating activities. The Company evaluates performance
based upon several factors, of which the primary financial measure is segment operating income before
depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments,
estimates and judgments are made in allocating certain assets, revenues and expenses.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and
administrative expenses. 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 expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the
operating performance of the Company’s business segments because it is the primary measure used by the
Company’s chief operating decision maker to evaluate the performance of and allocate resources to the
Company’s businesses.
The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2023, 2022 and
2021:
102
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Revenues by Segment by Component
For fiscal 2023, 2022 and 2021, the Company had no individual customers that accounted for 10% or
more of Revenues.
103
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30,
2023 2022
(in millions)
Assets
Cable Network Programming ....................................................................................... $ 2,658 $ 2,682
Television ......................................................................................................................... 7,803 7,915
Other, Corporate and Eliminations .............................................................................. 10,371 11,010
Investments ..................................................................................................................... 1,034 578
Total assets ......................................................................................................................... $ 21,866 $ 22,185
As of June 30,
2023 2022
(in millions)
Goodwill and intangible assets, net
Cable Network Programming ....................................................................................... $ 1,312 $ 1,322
Television ......................................................................................................................... 4,633 4,671
Other, Corporate and Eliminations .............................................................................. 698 718
Total goodwill and intangible assets, net........................................................................ $ 6,643 $ 6,711
(a)
Weighted average common shares include the incremental shares that would be issued upon the assumed
vesting of RSUs, PSUs and stock options (including PSOs) if the effect is dilutive, and, for those shares
that are contingently issuable, all necessary conditions have been satisfied for the periods presented (See
Note 12—Equity-Based Compensation).
104
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19. VALUATION AND QUALIFYING ACCOUNTS
Balance as Balance as
of beginning of end of
of year Additions Utilization Other year
(in millions)
Fiscal 2023
Allowance for credit losses ...................... $ (54) $ — $ 3 $ 7 $ (44)
Deferred tax valuation allowance ........... (34) (38) — — (72)
Fiscal 2022
Allowance for credit losses ...................... $ (77) $ (2) $ 19 $ 6 $ (54)
Deferred tax valuation allowance ........... (24) (23) 13 — (34)
Fiscal 2021
Allowance for credit losses ...................... $ (93) $ (4) $ 11 $ 9 $ (77)
Deferred tax valuation allowance ........... (20) (9) 5 — (24)
Other, net
The following table sets forth the components of Other, net included in the Statements of Operations:
(a)
See Note 14—Commitments and Contingencies under the headings “Defamation and Disparagement
Claims” and "U.K. Newspaper Matters Indemnity."
105
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b)
Net gains (losses) on investments in equity securities includes the gains (losses) related to the changes in
fair value of the Company’s investment in Flutter (See Note 6—Fair Value).
(c)
The transaction costs for fiscal 2021 are primarily related to the partial settlement from Disney of $462
million related to the reimbursement of the Company’s prepayment of its share of the Divestiture Tax (See
Note 1—Description of Business and Basis of Presentation).
As of June 30,
2023 2022
(in millions)
Investments(a) ..................................................................................................................... $ 1,034 $ 578
Operating lease assets(b) .................................................................................................. 947 477
Inventories, net ................................................................................................................... 642 521
Grantor Trust ...................................................................................................................... 276 270
Other .................................................................................................................................... 269 225
Total other non-current assets ......................................................................................... $ 3,168 $ 2,071
(a)
Includes investments accounted for at fair value on a recurring basis of $884 million and $435 million as of
June 30, 2023 and 2022, respectively (See Note 6—Fair Value).
(b)
See Note 10—Leases under the heading “Lessee Arrangements.”
As of June 30,
2023 2022
(in millions)
Accrued expenses ............................................................................................................. $ 1,028 $ 992
Programming payable ....................................................................................................... 785 686
Deferred revenue ............................................................................................................... 160 209
Operating lease liabilities.................................................................................................. 72 107
Other current liabilities ...................................................................................................... 469 302
Total accounts payable, accrued expenses and other current liabilities ................... $ 2,514 $ 2,296
106
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other Liabilities
The following table sets forth the components of Other liabilities included in the Balance Sheets:
As of June 30,
2023 2022
(in millions)
Non-current operating lease liabilities(a) ......................................................................... $ 925 $ 405
Accrued non-current pension/postretirement liabilities ................................................ 361 447
Other non-current liabilities .............................................................................................. 198 268
Total other liabilities ........................................................................................................... $ 1,484 $ 1,120
(a)
See Note 10—Leases under the heading “Lessee Arrangements.”
Supplemental Information
(a)
Includes Redeemable noncontrolling interests.
107
FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
dividend declared is payable on September 27, 2023 with a record date for determining dividend entitlements of
August 30, 2023.
Subsequent to June 30, 2023, the Company repurchased a total of approximately 1.5 million shares of
Class A Common Stock for $50 million in the open market.
108
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
109
PART III
ITEMS 10, 11, 12, 13 AND 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE;
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE; PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the
Company’s Definitive Proxy Statement to be filed in connection with its 2023 Annual Meeting of Stockholders
pursuant to Regulation 14A.
110
PART IV
Number Description
2.1 Separation Agreement, dated as of March 19, 2019, between Twenty-First Century Fox, Inc. and
Fox Corporation (the “Registrant”) (incorporated herein by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K dated March 14, 2019 and filed with the Securities and
ѱ
Exchange Commission (the “SEC”) on March 19, 2019 (the “March 14, 2019 Form 8-K”).
2.2 Tax Matters Agreement, dated as of March 19, 2019, between Twenty-First Century Fox, Inc., the
Registrant and The Walt Disney Company (incorporated herein by reference to Exhibit 2.2 to the
ѱ
March 14, 2019 Form 8-K).
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2022).
3.2 Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit
3.1 to the Registrant’s Current Report on Form 8-K dated February 13, 2023 and filed with the
SEC on February 13, 2023).
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934.*
4.2 Indenture, dated as of January 25, 2019, between the Registrant and The Bank of New York
Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the
Registration Statement on Form 10-12B/A filed with the SEC on January 25, 2019).
10.1 Fox Corporation 2019 Shareholder Alignment Plan (incorporated herein by reference to Exhibit
+
10.1 to the March 14, 2019 Form 8-K).
10.2 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the
+
March 14, 2019 Form 8-K).
10.3 Form of Fox Corporation 2019 Shareholder Alignment Plan Restricted Stock Unit Terms and
+
Conditions.*
10.4 Form of Fox Corporation 2019 Shareholder Alignment Plan Non-Qualified Stock Option Terms
and Conditions (incorporated herein by reference to Exhibit 10.4 to the March 14, 2019 Form 8-
+
K).
10.5 Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “March
+
2019 Form 10-Q”)).
10.6 Letter Agreement between Lachlan K. Murdoch and News Corporation dated November 17, 2008
+
(incorporated herein by reference to Exhibit 10.6 to the March 2019 Form 10-Q).
111
10.7 Letter Agreements between John P. Nallen and News Corporation dated January 1, 2005 and
November 17, 2008, as amended through June 3, 2013 (incorporated herein by reference to
+
Exhibit 10.7 to the March 2019 Form 10-Q).
10.8 Form of Consent Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K dated April 22, 2020 and filed with the SEC on April 22, 2020).+
10.9 Form of Employment Agreement Amendment (incorporated herein by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021.+
10.10 Credit Agreement, dated as of 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, JPMorgan Chase Bank, N.A. and Morgan Stanley 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
Registrant's Current Report on Form 8-K dated June 14, 2023 and filed with the SEC on June 15,
2023).ѱ
10.11 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's
Current Report on Form 8-K dated November 5, 2019 and filed with the SEC on November 6,
2019).
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Independent Registered Public Accounting Firm.*
31.1 Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as amended.*
31.2 Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as amended.*
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 2002.**
101 The following financial information from the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2023 formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) Consolidated Statements of Operations for the fiscal years ended June 30, 2023, 2022 and
2021; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30,
2023, 2022 and 2021; (iii) Consolidated Balance Sheets as of June 30, 2023 and 2022; (iv)
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2023, 2022 and
2021; (v) Consolidated Statements of Equity for the fiscal years ended June 30, 2023, 2022 and
2021 and (vi) Notes to the Consolidated Financial Statements.*
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
ѱ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy
of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
* Filed herewith.
+ This exhibit is a management contract or compensatory plan or arrangement.
** Furnished herewith.
The Registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments
defining the rights of holders of outstanding long-term debt that are not required to be filed herewith.
112
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Fox Corporation
(Registrant)
By: /S/ Steven Tomsic
Steven Tomsic
Chief Financial Officer
Date: August 11, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
113
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2023 STOCK
PERFORMANCE
The following graph compares the cumulative total return to stockholders of a $100 investment in Fox Corporation’s
(“FOX”) Class A Common Stock (ticker: FOXA) and Class B Common Stock (ticker: FOX) for the period from March
13, 2019 (the date the FOX Class A Common Stock and Class B Common Stock began “when-issued” trading on The
Nasdaq Global Select Market) through June 30, 2023, with a similar investment in the Standard & Poor’s 500 Stock
Index and the market value weighted returns of a Peer Group Index and assumes reinvestment of dividends. The
Peer Group Index, which consists of media and entertainment companies that represent FOX’s primary competitors
in the industry, includes The Walt Disney Company Common Stock, Comcast Corporation Class A Common Stock,
Paramount Global (formerly ViacomCBS Inc.; CBS Corporation) Class B Common Stock and Warner Bros. Discovery,
Inc. (formerly Discovery, Inc.) Series A Common Stock.
$170
$160
$150
$140
$130
$120
$110
$100
$90
$80
$70
$60
3/13/19 6/30/19 6/30/20 6/30/21 6/30/22 6/30/23
Roland A. Hernandez
Founding Principal and Chief Executive Officer
Hernandez Media Ventures
Jacques Nasser AC
Lead Independent Director
FOX
Paul D. Ryan
General Partner
Solamere Capital, LLC
EXECUTIVE BUSINESS
TEAM UNIT LEADERS
Gabrielle Brown Jack Abernethy
Chief Investor Relations Officer Chief Executive Officer
and Executive Vice President FOX Television Stations
FOX
Paul Cheesbrough
Marianne Gambelli Chief Executive Officer
President, Advertising Sales, Tubi Media Group
Marketing and Brand Partnerships
FOX Suzanne Scott
Chief Executive Officer
Kristopher Jones FOX News Media
Head of Government Relations
and Executive Vice President Eric Shanks
FOX Chief Executive Officer
FOX Sports
Kevin Lord
Chief Human Resources Officer Rob Wade
and Executive Vice President Chief Executive Officer
FOX FOX Entertainment
Brian Nick
Chief Communications Officer
and Executive Vice President
FOX
Jeffrey Taylor
General Counsel
and Executive Vice President
FOX
SUPPLEMENTAL INFORMATION
Corporate Secretary For Further Information
Laura A. Cleveland investor.foxcorporation.com