FOXAFox Corporation (Class A)

In your discussion, you cite multiple factors as impacting your results of operations but most often provide no quantification of the contribution of each factor to the material changes in the various line items discussed. Where one or more factors contributed to a material change in a line item, please describe the underlying reasons for these changes in quantitative and qualitative terms.

Rest of the question

We refer to guidance in Item 303(b) of Regulation S-K.

No. 1: The Company respectfully acknowledges the Staff’s comment, and in future filings with the SEC we will expand applicable disclosures to quantify, where material, each factor that contributes to or offsets the changes in the various line items discussed in accordance with Item 303(b) of Regulation S-K. The Company expects that the elements included in the disclosure on which the Staff commented may change period over period based on the materiality of the factors for such performance. Read in the reply ↗

We note you have business unit leaders for Fox News Media, Fox Sports, Fox Entertainment, Fox Television Stations, and Tubi Media Group. Tell us how those business unit leaders align with your segment structure discussed on page 101. Disclose the factors used to identify your reportable segments, including whether operating segments have been aggregated. We refer to the guidance in ASC 280-10-50-21.

No. 2: The Company respectfully acknowledges the Staff’s comment. The Company currently operates several businesses, including Fox News Media, Fox Sports, Fox Entertainment, Fox Television Stations, and Tubi Media Group. We operate in three reportable segments: Cable Network Programming, Television and Other.

Rest of the answer

Our business units align with the Company’s reportable segments as follows:

•

FOX News Media – Cable Network Programming

FOX Sports – Cable Network Programming and Television

FOX Entertainment – Television

FOX Television Stations – Television

Tubi Media Group – Television

Functional leadership of affiliate fee and advertising revenues, which represent approximately 90 percent of the Company’s total revenue, are the responsibility of the Company’s Chief Operating Officer and its President of Advertising Sales, Marketing and Brand Partnerships.

The Company’s assessment of its operating segments is based on Accounting Standards Codification (“ASC”) 280-10-50-1. ASC 280 states that “an operating segment is a component of a public entity that has all the following characteristics:

a.

It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

b.

Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c.

Its discrete financial information is available.”

Decisions about allocating resources to and assessing the performance of each of the Company’s operating segments are made by Fox

Corporation’s Executive Officers (the “Executive Officers”), comprising the Executive Chair and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Legal and Policy Officer. Thus, the Executive Officers collectively are the chief operating decision maker (“CODM”) for the Company.

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’s Executive Chair and Chief Executive Officer and Chief Financial Officer together represent the segment manager for each operating segment and are directly accountable for operating segment financial activities.

The Company has determined that having business unit leaders focus on operating activities such as programming and production activities within the Company’s cable, television and digital verticals and having our functional leaders focus on distribution and advertising monetization opportunities helps drive synergies and growth given their inter-dependence. As such, the Company’s management has determined that the business unit leaders are not segment managers.

The financial information reviewed by the CODM to make resource allocation decisions and assess performance contains income statement results at each of the Cable Network Programming, Television, FOX Studio Lot and Credible operating segments.

We also advise the Staff that we manage the businesses as follows:

The predominant revenue source for the Cable Network Programming segment is affiliate fee revenue. The programming of the businesses within this segment generally can be viewed only by distributors’ pay TV subscribers. As the businesses within the segment are generally marketed to distributors in a single negotiation, each business benefits from the Company’s relationship with distributors. Affiliate fee revenue from our multi-year distribution agreements is based on the number of subscribers receiving the programming and a per subscriber fee. Advertising revenue, a smaller portion of the segment’s total revenue, reflects the price charged for each advertising unit sold, which is largely based on the size and demographics of the audience viewing our programming and the price and number of advertising units sold. The Cable

Network Programming segment incurs costs to acquire multi-year sports rights and costs to produce and distribute sports and national news programming.

The Television segment is a vertically integrated segment with similar businesses whose predominant revenue source is advertising revenue. Advertising revenue reflects the price charged for each advertising unit sold, which is largely based on the size and demographics of the audience viewing our programming and the price and number of advertising units sold. Television businesses are generally available to be viewed on free TV platforms and are also marketed to pay TV distributors in a single negotiation. However, these negotiations, unlike those for our Cable Network Programming segment, also include negotiations with affiliated non-owned and operated station groups. Revenue from our multi-year distribution agreements is based on the number of subscribers receiving the programming, a per subscriber fee, and fixed or variable fees received from affiliated non-owned and operated local broadcast television stations. The segment incurs costs to acquire, produce and distribute local news, national sports, and entertainment programming.

Within the Other segment, the FOX Studio Lot generates revenue from television and film production services, office space leases, and studio operation services.

Within the Other segment, Credible operates a consumer finance marketplace and its offerings provide consumers personalized product and rate options for various financial products.

In accordance with ASC 280-10-50-11, the Company’s management has assessed whether any of its operating segments can be aggregated into reportable segments. To aggregate two or more operating segments into a reportable segment, all the aggregation criteria in ASC 280 must be met. Based on management’s assessment, none of the Company’s operating segments are sufficiently similar to support aggregation that would enhance an investor’s understanding of the Company’s financial statements. Therefore, none of the Company’s operating segments have been aggregated.

In accordance with ASC

280-10-50-12, the reporting of separate information about an operating segment is required if certain quantitative thresholds are met. The Company’s management performs this quantitative assessment at least annually and has concluded based on this assessment that the FOX Studio Lot and Credible do not meet the quantitative thresholds to be reported separately in the

Company’s SEC filings. Other, Corporate and Eliminations is an “all other category” that includes several head office functions and the Company’s FOX Studio Lot and Credible operating segments.

The Company will continue to monitor business developments and the impacts to both its operating segments and reportable segments.

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We note you reported legal settlement costs, an operating expense, within the income statement line-item "Other, net." Separately report operating and non-operating expenses on your income statement and clearly identify them as such, pursuant to Rule 503 of Regulation S-X.

No. 3: The Company respectfully acknowledges the Staff’s comment, and in future filings with the SEC, legal settlement costs will be reported and described as appropriate within “Impairment and restructuring charges,” which will be renamed “Restructuring, impairment and other corporate matters” (as reflected in the proposed chart below, which will appear in future filings). Read in the reply ↗

We note your response to our prior comment two which indicates the financial information reviewed by the CODM contains income statement results for Cable Network Programming, Television, FOX Studio Lot and Credible. Please describe any other disaggregated financial information the CODM receives, the frequency it is provided, and how it is used by the CODM.

Rest of the question

In your response, specifically tell us what financial information the CODM receives about the business units, if any. Finally, tell us what disaggregated financial information is provided to the Board of Directors.

No. 1: The Company respectfully acknowledges the Staff’s comment.

Background

As described in greater detail in the Company’s response letter dated March 8, 2024, the Company operates in three reportable segments: Cable Network

Programming, Television and Other, within which it has four operating segments and head office functions.

Rest of the answer

Decisions about allocating resources to and assessing the performance of each of the Company’s operating segments are made by Fox

Corporation’s Executive Officers (the “Executive Officers”), comprising the Executive Chair and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Legal and Policy Officer. Thus, the Executive

Officers collectively are the chief operating decision maker (“CODM”) for the Company.

The CODM is responsible for assessing the performance of and allocating resources to the operating segments. Key operating decisions center around the delivery of content that drives revenue from two key sources: advertising and affiliate fees. Advertising revenue reflects the price charged for each advertising unit sold and affiliate fees includes multi-year distribution agreements with multichannel video programming distributors (“MVPDs”) and fees from affiliated non-owned broadcast stations.

While each of our Cable Network Programming and Television reportable segments have revenues from multiple sources, as noted in our prior response, the predominant source of revenue in our Cable Network Programming segment relates to affiliate fees, and the predominant source of revenue in our Television segment relates to advertising revenues. In making key operating decisions, the CODM focuses on actions that will support growth in these primary revenue streams, recognizing that many elements of income are generated on a Company-wide or an operating segment basis. For example, we market our portfolio of networks to distributors at the Company level in a single negotiation for our Cable Network Programming segment as well as to affiliated non-owned and operated station groups for our Television segment. As another example, we acquire multiyear sports rights at the Company level for events to be aired across our Cable Network Programming segment and/or our Television segment. As a final example, we market advertising opportunities at the Company level across our entire portfolio of networks and programming.

In addition to these key operating decisions noted above, the CODM is also responsible for broader strategic decisions, including entering into mergers, acquisitions, and partnerships, and expanding into new and/or different geographic areas and lines of business.

When making resource allocation decisions, the CODM evaluates how the investment will impact affiliate fees and advertising revenues for the Company. This includes consideration of several financial factors, including primarily the costs associated with any new content, as well as non-financial factors, including viewership, subscribers across distributors, relationships with advertisers, advertising trends, relationships with affiliated non-owned and operated station groups, and others. While information provided to the CODM includes statistics such as viewership/subscribers at a business unit or business component level (as discussed more fully below), the CODM is generally not involved in making decisions with respect to specific on-screen programming.

Information Provided to CODM

Monthly, the CODM receives a reporting package that includes financial information on a consolidated Company-wide basis and for each operating segment detailing revenue and the Company’s measure of segment profitability, which we refer to as Segment and/or Adjusted EBITDA in our SEC filings (collectively referred to in this response letter as “EBITDA”). In addition, the monthly reporting package includes supplemental details for certain, but not all, business units, and also for certain, but not all, of the Company’s business components, which is a level of activity beneath a business unit and, of which there are more than 20, but may change over time. We have included tables below that are intended to assist in understanding FOX’s business units and business components and how they fit into the overall structure of the Company.

The table below sets out a simplified structure of the internal reporting for FOX of the business units and how they align with the operating and reportable segments of the Company:

The table below sets out additional information about the Company’s business components and how they align with the reportable segments and business units described in the table above:

As noted, the predominant revenue source for the Cable Network Programming segment is affiliate fees and the predominant revenue source for the Television segment is advertising revenue. Functional leadership of affiliate fees and advertising revenues, which represent approximately 90 percent of the Company’s total revenue, are the responsibility of the

Company’s Chief Operating Officer and its President of Advertising Sales, Marketing and Brand Partnerships. Therefore, the management of nearly all of the Company’s revenue does not sit with any of the business unit leaders.

As described in the Company’s response letter dated March 8, 2024, there are separate business unit leaders who focus on operating activities such as programming and production activities within the Company’s Cable Network Programming and Television segments. Naturally, business unit results are significantly impacted by revenues.

However, as discussed above, there are separate leaders focused on distribution and advertising monetization opportunities, and the revenues are managed separately on a company-wide or operating segment basis and not at a business unit level. The leaders of these revenue functions report directly to members of the CODM. As such, the Company has determined that the business unit leaders are not segment managers as they do not manage or own the business unit from end-to-end. Business unit leaders are predominantly responsible for the creative activities of their linear and digital networks as it relates to all facets of programming delivered to our viewers.

The CODM receives financial information in connection with the Company’s (1) reporting of monthly, quarterly, and annual financial performance and (2) annual budget.

Monthly Reporting – The monthly reporting package to the CODM includes financial information consisting of revenue, expense, and EBITDA. Similar information is provided for the quarterly and annual financial performance to the CODM. Financial information included in the reporting package is compared to both prior year and budget on a year-to-date and quarterly basis, as applicable. The table below represents the level within the Company’s organizational structure that revenue and EBITDA financial information is detailed in the monthly reporting package.

FOX Sports, FOX Entertainment and FOX Television Stations’ affiliate revenues are derived from allocations. In addition, certain content costs are allocated across business units as a result of content being delivered on multiple platforms.

Not all components are presented, and the specific components presented may vary each period.

N/A indicates that information is not included in the monthly reporting package.

Annual Budget - The table below represents the information included in the annual budget to the CODM. Budget information included in the report is compared to prior year’s actuals.

Not all components are presented, and the specific components presented may vary each period. Also, the components presented may not be the same as the components presented in the Monthly Reporting.

N/A indicates that information is not included in the budget.

As illustrated above, financial information included in the reporting packages provided to the CODM includes revenue and EBITDA for the operating segments and certain business units. For certain business units, including FOX Sports, FOX Entertainment and Tubi Media Group, financial information is provided solely on a disaggregated business component level basis (i.e., information for these business units is not included in the reporting packages on a business unit level). The financial information referenced above is provided to the CODM on a monthly basis and is accompanied by a monthly meeting involving the members of the CODM. That meeting serves as the primary basis for assessing performance and, together with the budgeting process, for allocating resources. In that meeting, the Chief Executive Officer and Chief Financial Officer present the results from the month, focused primarily on consolidated Company-wide results (consolidated revenue, advertising revenue, affiliate fees, and EBITDA). However, the meeting also includes a discussion of operating segment level revenue and EBITDA. The discussion focuses on revenue trends, including status of key distributor and advertising relationships, as well as a discussion of trends relating to subscribers and viewership. While the business unit leaders are present in that meeting, they do not present on their respective business unit EBITDA results. Rather, the business unit leaders may be asked to provide information on specific key topical creative programming matters, which vary over time. For example, during the Fall, business unit leaders may be asked to discuss the football schedule or election coverage. Importantly, no participants at the meeting present on revenue at a business unit level, nor is there discussion about EBITDA at the business unit or component level. As a result, we believe that while the reporting package includes information on revenue and EBITDA for certain business units (i.e., the information is regularly provided to the CODM), that information is not regularly reviewed by the CODM to assess performance or allocate resources. Rather, the disaggregated financial information is provided to the CODM to enable them to respond to questions from the FOX Board of Directors, investors and other stakeholders about market trends impacting FOX.

As noted, the CODM also receives financial information in connection with the annual budgeting process, and that information includes consolidated Company-wide, operating segment, business unit and, for certain businesses, component levels of disaggregation. To further contextualize the financial information presented in the annual budget, the CODM also receives the underlying budget submissions from the individual business components.

When setting the annual budget, the CODM separately meets with functional leaders of affiliate fees and advertising sales to determine anticipated annual revenue targets, which includes a consideration of financial information at the consolidated Company-wide level and operating segment level. Affiliate fees targets are established centrally considering market analyst reports, data from the existing affiliate group, existing agreements, and upcoming renewals. Advertising revenue targets are established centrally considering existing advertising rates and expected advertising market conditions, along with the quality of programming and the expected viewership it will generate. Once revenue targets are established, the CODM then meets with business unit leaders to consider various initiatives and discuss operational and strategic plans to support the overall total revenue targets and costs required to support these objectives. However, it is important to note that these discussions do not involve any conversation regarding revenue targets for the business units given that those targets are managed at the consolidated Company-wide and operating segment levels.

Information Provided to

Board

Management provides the Board of Directors (the “Board”) financial information in connection with the Company’s (1) annual budget and (2) the reporting of quarterly and annual financial information.

For the annual budget, the Board receives a summarized version of the

Company’s annual budget in the same format as the CODM as described above. The Board does not receive the underlying budget submissions described above.

Financial information is provided to the Board in connection with the Company’s reporting of financial data to the SEC in the Company’s quarterly and annual filings on Forms 10-Q and 10-K. Also, financial information is presented to the Board quarterly which includes EBITDA for certain business units (FOX News

Media and FOX Television Stations) and in specific cases, business components with clearly delineated subtotals for the operating segments. Financial performance included in this information is compared to both prior year and budget on a year-to-date and quarterly basis, as applicable. Consistent with the CODM, the Board focuses on revenues from advertising and affiliate fees at a consolidated Company-wide level, as well as an operating segment level when approving the annual budget.

Conclusion

The CODM evaluates the following financial information to make the key operating decisions for FOX’s business:

•

Revenue and EBITDA at a consolidated Company-wide level

Revenue for Cable Network Programming as a whole (predominantly affiliate fees, as well as some advertising revenue) and EBITDA

Revenue for Television as a whole (predominantly advertising revenue, as well as affiliate fees) and EBITDA

Total revenue from advertisers

Total revenue from affiliate fees

Furthermore, the non-financial information that is important to the

CODM’s decisions includes metrics that directly impact the Company’s revenue such as viewership, advertising rates, subscriber numbers and affiliate rates per subscriber. The operating segments are in alignment with the predominant revenue source of the various business components included within each operating segment. As such, the Company has identified Cable Network Programming, Television, and Other as its three reportable operating segments consistent with the objective and basic principles of ASC 280.

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We note your response to our prior comment three. Please tell us whether you will clearly identify operating and non-operating expenses on the face of your income statement. Also, confirm whether you will quantify each material item that will be included in "Restructuring, impairment and other corporate matters" in the notes to your consolidated financial statements.

No. 2: The Company respectfully acknowledges the Staff’s comment, and in future filings with the SEC, the Company will (i) clearly identify operating and non-operating expenses on the face of the Company’s income statement by renaming “Other, net” to “Non-operating other, net” and (ii) quantify each material “Restructuring, impairment and other corporate matters” line item in the notes to the consolidated financial statements. Read in the reply ↗

You indicate “Other” is one of your reportable segments, and it consists of four operating segments and head office functions. Your footnote disclosure refers to this segment as Other, Corporate and Eliminations. Please tell us whether you have aggregated these operating segments, and if so, provide us with your analysis supporting aggregation.

Rest of the question

If these operating segments have not been aggregated, whether “Other” consists of information about other business activities and operating segments that are not reportable, and if so, why “Other” is disclosed as a reportable segment. See ASC 280-10-50-11 through -15. Finally, please tell us whether, and if so why, eliminations have been combined in “Other” rather than presented as part of reconciliations from total reportable segments’ amounts to consolidated totals. See ASC 280-10-50-30 and -31.

No. 1: The Company respectfully acknowledges the Staff’s comment. To clarify,

“Other” (as historically presented) consists of the Company’s head office functions, eliminations and two operating segments: FOX Studio Lot and Credible Labs. The Company in total has four operating segments: Cable Network

Programming, Television, Credible Labs and FOX Studio Lot.

The operating segments that are not separately reported (FOX Studio Lot and Credible Labs) do not meet the quantitative threshold of 10% outlined in ASC 280-10-50-12, either individually or in the aggregate.

Rest of the answer

These two operating segments are not reportable segments, and the Company has historically combined information about these operating segments, head office functions and eliminations and reported these combined activities as “Other”. In all future filings, beginning with the Company’s Annual Report on Form 10-K for the year ending June 30, 2024 (the “2024 10-K”), we will update the disclosures to clarify that “Other” is not a reportable segment.

We acknowledge the Staff’s comment with respect to the presentation of eliminations.

In all future filings, beginning with the 2024 10-K, and for comparable prior periods presented in such filings, the Company will break out eliminations separately and present such amounts as part of the reconciliation from total reportable segments’ amounts to consolidated totals for all periods.

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You indicate in your response to prior comment one that revenue targets are managed at the consolidated Company-wide and operating segment level. However, it appears that revenue and EBITDA targets are established in the budget for certain Business Units and Business Components. Please describe budgeting process in more detail.

Rest of the question

Explain who approves the budget at each step of the process, including at the Business Unit and Business Component levels. Additionally, explain and how and why revenue and EBITDA budgets are developed for Business Units and Business Components.

No. 2: The Company respectfully acknowledges the Staff’s comment.

We believe that the Company’s reporting process, as further detailed below, provides the most useful and informed information to the chief operating decision maker (“CODM”), the Board of Directors (the “Board”) and the market. Since revenue and a significant amount of costs (rights/talent/technology/IT) are determined on a consolidated basis at the CODM level, we assess the most relevant and comparable method to report the Company’s operations both internally and externally with clarity for the users.

Rest of the answer

It is important to note that our business unit leaders are primarily creative producers, who are charged by the CODM with delivering the highest quality broadcast and cable television on-screen programming to their audiences. They have virtually no responsibility for any revenue generation, nor for much of their cost base as these are both handled centrally and under the leadership of the CODM. Our determination of segments reflects the way in which we manage the business and considers the nature of our industry and the distinct differences between broadcast and cable television. For example, note that in the case of broadcast television, advertising is sold centrally in a different fashion than for our Cable Network Programming segment in that advertisers make substantial annual contractual commitments to purchase advertising on our Broadcast Network through an industry process called the “Upfront.” Cable Network Programming segment advertising is more dependent on uncontracted month to month centralized selling by our centralized sales team. Another point of difference is that our Broadcast Network in our Television segment contracts with affiliated non-owned and operated station groups for a significant portion of its affiliate revenues, while our Cable Network Programming segment contracts exclusively with distributors. The Television segment is also comprised of uniquely FCC licensed businesses that broadcast over the air and are distinctly different in operation from our Cable Network Programming segment. These distinct characteristics highlight the differences in our businesses and are among the factors considered for our ongoing determination of segments. In fact, external users of our financial statements look to the Cable Network Programming and Television segments’ reporting for the distinct and different trends in these two segments so they can accurately compare to other companies operating separately in each sector.

The budget is formally approved by the Board at a consolidated Company-wide level. Because of the centralized nature of substantially all of the revenue and much of the cost components for the Company, there is no formal approval process for the revenue and EBITDA targets for the business units or business components by the segment manager, the

CODM or the Board. The below table describes who is responsible for establishing revenue and EBITDA targets included in the annual budget:

Responsibility

Targets Established

CODM1

Consolidated Company and Cable Network Programming and Television operating segments revenue and EBITDA

Functional Leaders2

1. Affiliate fees and advertising revenue for the Cable Network

Programming and Television operating segments

2. Affiliate fees and advertising revenue for business units and business components, as applicable

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You indicate in your response to prior comment one that revenue and EBITDA are not included in the budget or monthly reporting for the FOX Sports, FOX Entertainment, and Tubi Media Group Business Units, but it appears that revenue and EBITDA are included for Selected Business Components related to these Business Units.

Rest of the question

Please tell us whether the Business Components that comprise the FOX Sports, FOX Entertainment, and Tubi Media Group Business Units are included in each of the budget and monthly reporting. If all Business Components comprising these Business Units are not included, please explain which ones are included and excluded, and the reasons why.

No. 3: The Company respectfully acknowledges the Staff’s comment.

When financial information is provided to the CODM and the Board, it is provided at a consolidated Company and operating segment level. This financial information may be further broken down by certain business units and/or business components, with clearly delineated subtotals for the operating segments, to provide additional context to the consolidated

Company and operating segment results.

Rest of the answer

The focus of the presentations is on the consolidated Company and Cable Network Programming and Television operating segments.

Annual Budget

For the annual budget, as further detailed in Response No. 2 above, the Board receives specific business component financial information to contextualize the budget. Not all business components comprising the FOX Sports, FOX Entertainment and Tubi Media Group business units are included in the budget. This is because individually they are not significant to the overall strategy or results of the Company, or they do not represent an area of focus. As mentioned above, certain business components are discussed for certain periods in which there are operational events that are significant to the Company, but they are not consistently discussed each budget cycle.

The table below outlines the FOX Sports, FOX Entertainment and Tubi Media Group business components that are consistently included in the annual budget provided to the Board and those that are not:

Business Components Included:

Business Components Not Included:

● National Sports Cable Networks1

USFL2

FOX

Entertainment

● FOX

Broadcast Network (Entertainment)4

● MarVista

● Fox Entertainment Global

● Blockchain Creative Labs3

Service

Digital and Technology

1 For FOX Sports, the business components included in National Sports

Cable Networks (i.e., FS1, FS2, Big Ten Network, and FOX Deportes) are included on a combined basis.

2 USFL was historically included but will not be included going forward due to the Q3 FY24 deconsolidation of the operations of the USFL in connection with the formation of the United Football League (the “UFL”) venture.

3 Blockchain Creative Labs was historically included but will not be included going forward as it does not generate revenue and its costs are allocated out and included in costs for other business units and business components.

4 For FOX Entertainment, the business components included in

FOX Broadcast Network (Entertainment) (i.e., TMZ, Studio Ramsay Global, Fox Alternative Entertainment, and Bento Box Entertainment) are included on a combined basis.

In addition to the business component information the Board receives, the CODM also receives the individual business component budget submissions solely to contextualize the financial information included in the annual budget.

Monthly Reporting

The monthly reporting package is provided only to the CODM. The below table outlines the business components that are included in the monthly reporting package for the FOX Sports, FOX Entertainment and Tubi Media Group business units and those that are not:

● FOX Broadcast Network (Entertainment)3

● MarVista Entertainment

● FOX Entertainment Global4

Blockchain Creative Labs

Cable Networks (i.e., FS1, FS2, Big Ten Network, and FOX Deportes) are included individually as well as on a combined basis.

2 USFL was historically included but will not be included going forward due to the Q3 FY24 deconsolidation of the operations of the USFL in connection with the formation of the UFL venture.

3 For FOX Entertainment, the business components included in FOX Broadcast Network (Entertainment)

(i.e., TMZ, Studio Ramsay Global, Fox Alternative Entertainment, and Bento Box Entertainment) are included on a combined basis.

4 FOX Entertainment Global is a new business as of FY23, and as such, this business component is only recently included.

For FOX Entertainment, the business components included in the information provided annually or monthly are included because they constitute the significant majority of the FOX Entertainment business unit, an area of focus for the Company or a driver of significant fluctuations period over period. The business components that are not included in the information provided annually or monthly do not meet any of these criteria.

For Tubi Media Group, Digital and Technology is not included within the monthly reporting package as there is no revenue associated with this business component, and the costs are ultimately allocated out and included in costs for other business units and business components.

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Please describe how leaders of the revenue functions, Business Unit managers, and Business Component managers are compensated, including whether any compensation is dependent on a measure of profitability at the Business Unit or Business Component level.

No. 4: The Company respectfully acknowledges the Staff’s comment. Compensation at the Company includes a base salary, equity compensation and bonuses. We have focused our response to this comment on equity compensation and bonuses, which represent incentive compensation.

As described in the Company’s response letter dated April 15, 2024, the functional leadership of affiliate fees and advertising revenues, which represent approximately 90 percent of the Company’s total revenue, are the responsibility of the Company’s Chief Operating Officer (the “COO”) and its President of Advertising

Rest of the answer

Sales,

Marketing and Brand Partnerships (the “President of Advertising Sales”).

The COO’s incentive compensation and targets are set by the

Compensation Committee of the Board and consist of two components: Annual Incentive Compensation and Long-Term Equity-Based Incentive Awards.

•

The COO’s Annual Incentive Compensation is based on two components: 1) 75% based on the consolidated

Company’s actual EBITDA achievement versus the budgeted EBITDA goal, and 2) 25% based on qualitative factors established by the Compensation Committee.

The COO’s Long-Term Equity-Based Incentive Awards granted by the Compensation Committee comprise a mix of long-term equity-based incentive awards focused on performance, with the primary goal of enhancing alignment of the officer’s interests with those of the Company’s stockholders while also serving to reward performance and support retention. Fifty percent of the award is based on the consolidated Company’s achievement of target financial metrics, including the Company’s relative total stockholder return and 50% consists of time-vested restricted stock units

(“RSUs”) that vest in equal annual installments over a three-year period.

The incentive pay structure for the COO is consistent with the structure for the other members of the CODM group. For further information regarding the incentive pay structure of the COO and other named executive officers, please refer to the Company’s Definitive Proxy Statement filed with the SEC on September 22, 2023.

The compensation of the President of Advertising Sales, business unit leaders, business component managers and certain other senior-level employees who are not named executive officers’ (collectively, “Senior Management”) is structured similarly, with base salary, equity compensation and bonus components. Each member of Senior Management has the opportunity to receive discretionary target annual incentive compensation and target long-term equity-based compensation.

The discretionary target annual incentive compensation amount for Senior Management, excluding functional leaders, is primarily focused on the on-screen creative performance of the business unit or business component, and is wholly subjective. Other factors are considered, but none are more paramount than the subjective determination of the business unit’s broadcast or cable network’s delivery of programming to its audience across the United States. There is generally no weighting of Senior Management’s target annual incentive compensation based on financial and non-financial items and, as such, the discretionary awards are not formulaic in nature. The decision of whether to make these payouts and their amounts are determined in the sole and absolute discretion of the Company.

The long-term equity-based incentive compensation awards for Senior Management are generally based on Fox Corporation overall performance and consist of:

Time-Vested RSUs: the RSU award represents 50% of the total award value. The RSUs vest in equal annual installments over a three-year period.

Performance Stock Options (“PSOs”): the PSO award represents 50% of the total award value. The award vests in three years contingent on the FOX Class A common stock closing market price on Nasdaq exceeding a specified threshold for 30 consecutive calendar days during the three-year performance period.

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We note per your response to our prior comment one that the Board receives EBITDA for business components in specific cases. Please explain what these specific cases are and clarify what Business Component-level financial information is provided to the Board, which Business Components it is provided for, and the frequency.

No. 5: The Company respectfully acknowledges the Staff’s comment.

Annual Information

The Board receives certain business component financial information (revenue and EBITDA) for the annual budget as described in Response No. 2 above. The

CODM discusses with the Board specific business component financial information; however, the business components discussed are not consistent in each budget cycle due to the nature of the Company’s business as described above.

Rest of the answer

There are five business components (National Sports Cable Networks, FOX Broadcast Network (Sports), FOX Broadcast Network (Entertainment), Tubi AVOD service and Credible Labs) that are consistently included in the annual budget as they support and provide context to the operational themes underlying each operating segment.

Quarterly Information

On a quarterly basis, the CODM delivers to the Board the current year actual EBITDA amounts as compared to the annual budget amounts. This quarterly package includes financial information for both business units and business components as summarized below:

Business Component

● FS1/FS2

● Big Ten Network

● FOX Broadcast Network (Entertainment)1

1 For FOX Entertainment, the business components included in FOX

Broadcast Network (Entertainment) (i.e., TMZ, Studio Ramsay Global, Fox Alternative Entertainment, and Bento Box Entertainment) are included on a combined basis.

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We note your statement that "live, as opposed to delayed viewing, provides several strategic and financial advantages in the context of overall media industry trends." Please provide more detail regarding the strategic and financial advantages of live viewing and information regarding the media trends referenced.

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We note your statement that "live news and sports programming continue to increase their aggregate share of live same day linear television programming viewership." Please consider discussing the position of live news and sports programming in wider contexts such as same day linear television viewing overall and television programming at-large. The Transactions, page 40

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We note your statement here and throughout the filing that "if the final estimate of the transaction tax is lower than $8.5 billion, Disney will make a cash payment...up to a maximum cash payment of $2 billion." It appears that the cash payment will only be made if the transaction tax is less than $8.5 billion but other disclosures state that the indebtedness related to the transaction tax dividend "will be reduced"

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after the merger. Please clarify.

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We note your statement on page 74 that, "The FOX Network obtains programming from major television studios, including Twentieth Century Fox Television (which, after the closing of the transactions, will be owned by New Disney) and independent television production companies pursuant to license agreements.

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The terms of those agreements generally provide the FOX Network with the right to broadcast a television series for a minimum of four seasons." In this regard, please tell us if these agreements predate the separation and are reflected in the historical financial statements. If there are new or revised agreements effective after the separation, please disclose how the agreements will effect your future results of operations. Tell us if you considered disclosing the effect of the agreements in your pro forma combined financial information. Notes to the Unaudited FOX Pro Forma Financial Statements 1. Historical FOX and Pro Forma Adjustments, page 58

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Your pro forma adjustment (j) states that "Certain U.S. employees participate in defined benefit pension and postretirement plans sponsored by 21CF. Generally, the combination merger agreement and the separation principles provide that when FOX becomes a standalone, publicly traded company, FOX will assume those obligations related to employees of FOX and certain former employees related to FOX’s business and will

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directly provide the benefits to those Company employees and former employees. FOX currently estimates plan liabilities of.." Please tell us why you believe this adjustment is considered "factually supportable." We refer you to Rule 1102(b)(6) of Regulation S-X.

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We note your statement on page 88 that the increase in affiliate fee revenue was "primarily attributable to higher average rates per subscriber across all networks partially offset by the impact of lower average number of subscribers at certain networks." In this regard, please explain the underlying reason for the increase in rates and the decrease in subscribers.

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Also, disclose average rates per subscriber and the average number of subscribers by network. Disclose all your key performance indicators. Furthermore, disclose any known trends and uncertainties that have had or that you reasonably expects will have a material favorable or unfavorable impact on revenues or income from continuing operations. We refer to guidance in Item 303(a)(3) of Regulation S-K.

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You state that "The change in net cash provided by (used in) financing activities during fiscal 2018, as compared to fiscal 2017, was primarily due to net transfers from 21CF of $1,113 million in fiscal 2018 as compared to net transfers to 21CF of $1,395 million in fiscal 2017." Please disclose underlying reason for the transfers in 2018, 2017, and 2016.

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We note your disclosures regarding the voting rights of Class A shareholders. Please clarify whether these shareholders will have the right to vote upon matters at shareholder meetings such as, for example, the election of directors to the board. Please also update your risk factor on pages 36-37.

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We note your disclosure that advertising revenue is recognized net of agency commissions. Please revise to clarify, if true, that agents are your customers and the amount recognized as revenue is your transaction price. Reference ASC 606-10-50-17.

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Please identify the specific products and/or services transferred to your customers within your affiliate agreements. Tell us which products and/or services you have combined with others for the purposes of determining your performance obligations and which you have treated as a separate performance obligation. Specifically address if these arrangements contain a video-on-demand library.

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Tell us, and revise to clarify, whether you believe these arrangements contain a functional license of intellectual property and if this is the predominant item to which royalties relate. Please also describe the judgements used in determining both the timing of satisfaction and amounts allocated to each performance obligation. Refer to ASC 606-10-50-12 and 606-10-50-17.

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We note your statement that you recorded a provisional income tax benefit of $607 million to adjust "net deferred tax liability position in accordance with the Tax Act... Among the Company’s more significant net deferred tax liabilities are basis differences and amortization, and sports rights contracts." Please disclose in more detail how you determined the provisional income tax benefit of $607 million.

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Specifically, clearly explain how the Tax Act affected the basis difference and amortization, and sports rights contracts.

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We note you show related party revenue, net of expenses. To help investors understand the extent of your relationship with your related parties, please revise your disclosure to show related party revenue separate from related party expenses. We refer to guidance in ASC 850-10-50 and Item 5-03(b)1 and 2 of Regulation S-X. In addition, tell us how you considered the guidance in ASC 850-10-50-6.

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We note your response to our prior comment six and your new disclosure on pages 68, 92, and 94. Based on your table on page 68, it appears that some of your networks had increases in subscribers while others had decreases in subscribers. Please explain the underlying reason for the change in subscribers numbers by network, providing investors with more insight into your business and result of operations.

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We note your current disclosure only cites industry impact.

to the Staff’s comments, the Company has revised the disclosure on pages 68, 92 and 94 of the Form 10 to explain the underlying reason for changes in subscribers by network.

Combined Financial Statements

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We note your response to our prior comment twelve and your new disclosure on page F- 25. Please add similar disclosure, showing related party revenue and expenses for the three months ended September 30, 2018.

to the Staff’s comments, the Company has revised the disclosure on page F-56 of the Form 10 to disclose the related party revenue and expenses for the three months ended September 30, 2018. Read in the reply ↗