Fox Corporation Class B Common Stock

Industry regulation · Regulatory compliance and changes

Changes in laws and regulations, or the interpretation or enforcement thereof, 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.

Legal and litigation · Litigation and legal proceedings

Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures. From time to time, we are subject to various legal proceedings (including class action and individual lawsuits, administrative complaints, regulatory investigations and arbitration proceedings).

Tax and financial reporting · Tax compliance and changes in tax law

The Company could be subject to significant tax liabilities. We are subject to taxation in U.S. federal, state and local, as well as certain international jurisdictions. Changes in tax laws, regulations, practices or the interpretations thereof could adversely affect the Company's results of operations.

Geopolitical and trade · International conflicts and tensions

ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information.

Natural and catastrophic events · Natural disasters and extreme weather

Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities.

Economic and market conditions · Economic recession and downturns

The Company is exposed to risks associated with weak economic conditions and increased volatility and disruption in the financial markets. 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.

Economic and market conditions · Inflation and deflation pressures

Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations... increasing inflation raises our labor and other costs required to operate our business.

Economic and market conditions · Credit market conditions

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.

Cybersecurity and data protection · Data privacy and protection regulations

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.

Digital transformation and innovation · Technology obsolescence and evolution

Other new technological developments, such as the development and use of generative AI, including large language model applications, are rapidly evolving and increasingly being incorporated into business operations and content generation, and AI may be used in ways that could reduce demand for our content, products and services.

Innovation and product development · Intellectual property protection and infringement

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.

Strategic execution · Merger acquisition and divestiture risks

The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied... The regulatory approval process (including if regulatory or governmental authorities seek to impose any terms, conditions, obligations or restrictions as a condition to approval) may lead to lengthy negotiations, jeopardize or delay completion of the Merger or negatively impact its anticipated benefits.

Strategic execution · Merger acquisition and divestiture risks

The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger. The Merger involves the integration of Roku and FOX's businesses -- a complex, costly and time-consuming process.

Customer and revenue · Changing customer preferences and behavior

Changes in consumer behavior and evolving technologies and distribution platforms and offerings continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations. Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services, as well as connected TV devices and operating systems.

Customer and revenue · Revenue concentration in specific products or segments

The Company derives substantial revenues from the sale of advertising, and declines in advertising expenditures have caused, and could continue to cause, the Company's revenues and operating results to decline significantly in any given period or in specific markets.

Customer and revenue · Customer concentration and key customer dependence

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.

Market position and competition · Market cyclicality and demand volatility

If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company's distribution and advertising revenues could be negatively affected... These industry-wide subscriber declines are expected to continue and possibly accelerate in the future.

Market position and competition · Competitive pressure and market share loss

The Company operates in a rapidly evolving and highly competitive industry. The Company competes with other companies for high-quality content, talent, audiences, advertisers' expenditures and distribution... Increased competition in the acquisition of programming may affect the scope of rights we are able to acquire and the cost of such rights.

Capital structure and performance · Debt management and refinancing

FOX's post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations. FOX is incurring a significant amount of debt in connection with the Merger, which could have significant consequences, including: increasing the Company's vulnerability to adverse changes in economic or industry conditions.

Reputation and brand · Brand damage and negative publicity

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.