Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

184K characters. Original on sec.gov · Markdown

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

| --- | --- |

FOX CORPORATION

INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	49
Consolidated and Combined Statements of Operations for the fiscal years ended June 30, 2019, 2018 and 2017	50
Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended June 30, 2019, 2018 and 2017	51
Consolidated and Combined Balance Sheets as of June 30, 2019 and 2018	52
Consolidated and Combined Statements of Cash Flows for the fiscal years ended June 30, 2019, 2018 and 2017	53
Consolidated and Combined Statements of Equity for the fiscal years ended June 30, 2019, 2018 and 2017	54
Notes to the Consolidated and Combined Financial Statements	55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Fox Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined balance sheets of Fox Corporation (the “Company”) as of June 30, 2019 and 2018, the related consolidated and combined statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended June 30, 2019, and the related notes (collectively referred to as the “consolidated and combined financial statements”). In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2018.

New York, New York

August 9, 2019

FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

	For the years ended June 30,
	2019			2018			2017
Revenues	$	11,389		$	10,153		$	9,921
Operating expenses		(7,327	)		(6,505	)		(6,100	)
Selling, general and administrative		(1,419	)		(1,209	)		(1,092	)
Depreciation and amortization		(212	)		(171	)		(169	)
Impairment and restructuring charges		(26	)		(16	)		(165	)
Interest expense		(203	)		(43	)		(23	)
Interest income		41			-			-
Other, net		(19	)		(39	)		(131	)

Income before income tax (expense) benefit		2,224			2,170			2,241
Income tax (expense) benefit		(581	)		58			(832	)

Net income		1,643			2,228			1,409
Less: Net income attributable to noncontrolling interests		(48	)		(41	)		(37	)

Net income attributable to Fox Corporation stockholders	$	1,595		$	2,187		$	1,372

EARNINGS PER SHARE DATA

Net income attributable to Fox Corporation stockholders per share - basic and diluted	$	2.57		$	3.52		$	2.21

The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.

FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

	For the years ended June 30,
	2019			2018			2017
Net income	$	1,643		$	2,228		$	1,409
Other comprehensive (loss) income, net of tax
Unrealized holding gains on securities		-			130			-
Benefit plan adjustments and other		(89	)		10			10

Other comprehensive (loss) income, net of tax		(89	)		140			10

Comprehensive income		1,554			2,368			1,419

Less: Net income attributable to noncontrolling interests(a)		(48	)		(41	)		(37	)

Comprehensive income attributable to Fox Corporation stockholders	$	1,506		$	2,327		$	1,382

(a)	Net income attributable to noncontrolling interests includes $33 million, $41 million and $37 million for the fiscal years ended June 30, 2019, 2018 and 2017, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.

FOX CORPORATION

CONSOLIDATED AND COMBINED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	As of June 30,
	2019			2018
ASSETS
Current assets
Cash and cash equivalents	$	3,234		$	2,500
Receivables, net		1,967			1,833
Inventories, net		1,129			1,180
Other		148			67

Total current assets		6,478			5,580

Non-current assets
Property, plant and equipment, net		1,313			1,169
Intangible assets, net		2,851			2,866
Goodwill		2,691			2,747
Deferred tax assets		4,651			-
Other non-current assets		1,525			759

Total assets	$	19,509		$	13,121

LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities	$	1,712		$	1,759

Total current liabilities		1,712			1,759

Non-current liabilities
Borrowings		6,751			-
Other liabilities		899			422
Deferred income taxes		-			1,071

Redeemable noncontrolling interests		189			275
Commitments and contingencies

Equity
Class A common stock(a)		4			-
Class B common stock(b)		3			-
Twenty-First Century Fox, Inc. investment		-			9,513
Additional paid-in capital		9,891			-
Retained earnings		357			-
Accumulated other comprehensive (loss) income		(308	)		81

Total Fox Corporation stockholders' equity		9,947			9,594
Noncontrolling interests		11			-

Total equity		9,958			9,594
Total liabilities and equity	$	19,509		$	13,121

(a)	Class A common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 354,422,419 shares issued and outstanding as of June 30, 2019, net of nil treasury shares at par as of June 30, 2019.

(b)	Class B common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 266,173,651 shares issued and outstanding as of June 30, 2019, net of nil treasury shares at par as of June 30, 2019.

The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.

FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

	For the years ended June 30,
	2019			2018			2017
OPERATING ACTIVITIES
Net income	$	1,643		$	2,228		$	1,409
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization		212			171			169
Amortization of cable distribution investments		38			53			57
Impairment and restructuring charges		26			16			165
Equity-based compensation		36			-			-
Other, net		19			39			131
Deferred income taxes		386			(603	)		92
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets		(166	)		(166	)		(172	)
Inventories net of program rights payable		197			(228	)		21
Accounts payable and other liabilities		133			(193	)		(217	)

Net cash provided by operating activities		2,524			1,317			1,655

INVESTING ACTIVITIES
Property, plant and equipment		(235	)		(215	)		(191	)
Proceeds from the relinquishment of spectrum		-			354			-
Purchase of investments		(338	)		-			(13	)
Other investing activities, net		(64	)		(11	)		(38	)

Net cash (used in) provided by investing activities		(637	)		128			(242	)

FINANCING ACTIVITIES
Borrowings		6,750			-			-
Net transfers (to) from Twenty-First Century Fox, Inc.		(1,233	)		1,113			(1,395	)
Net dividend paid to Twenty-First Century Fox, Inc.		(6,500	)		-			-
Dividends paid and distributions		(188	)		(41	)		(35	)
Other financing activities, net		18			(36	)		(1	)

Net cash (used in) provided by financing activities		(1,153	)		1,036			(1,431	)

Net increase (decrease) in cash and cash equivalents		734			2,481			(18	)
Cash and cash equivalents, beginning of year		2,500			19			37

Cash and cash equivalents, end of year	$	3,234		$	2,500		$	19

The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.

FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

(IN MILLIONS)

	Class A				Class B				Twenty-First Century			Additional					Accumulated Other				Total Fox Corporation
	Common Stock				Common Stock				Fox, Inc.			Paid-in		Retained			Comprehensive				Stockholders'			Noncontrolling			Total
	Shares		Amount		Shares		Amount		Investment			Capital		Earnings			(Loss) Income				Equity			Interests(a)			Equity
Balance, June 30, 2016		-	$	-		-	$	-	$	6,472		$	-	$	-		$	(69	)		$	6,403		$	-		$	6,403
Net income		-		-		-		-		1,372			-		-			-				1,372			-			1,372
Other comprehensive income		-		-		-		-		-			-		-			10				10			-			10
Other		-		-		-		-		(107	)		-		-			-				(107	)		-			(107	)
Net decrease in Twenty-First Century Fox, Inc. investment		-		-		-		-		(1,585	)		-		-			-				(1,585	)		-			(1,585	)

Balance, June 30, 2017		-	$	-		-	$	-	$	6,152		$	-	$	-		$	(59	)		$	6,093		$	-		$	6,093
Net income		-		-		-		-		2,187			-		-			-				2,187			-			2,187
Other comprehensive income		-		-		-		-		-			-		-			140				140			-			140
Other		-		-		-		-		(121	)		-		-			-				(121	)		-			(121	)
Net increase in Twenty-First Century Fox, Inc. investment		-		-		-		-		1,295			-		-			-				1,295			-			1,295

Balance, June 30, 2018		-	$	-		-	$	-	$	9,513		$	-	$	-		$	81			$	9,594		$	-		$	9,594
Adoption of new accounting standards(b)		-		-		-		-		143			-		-			(143	)			-			-			-
Net income		-		-		-		-		1,036			-		559			-				1,595			15			1,610
Other comprehensive loss		-		-		-		-		-			-		-			(89	)			(89	)		-			(89	)
Dividends declared		-		-		-		-		-			-		(143	)		-				(143	)		-			(143	)
Other		-		-		-		-		135			35		(59	)		-				111			(4	)		107
Net decrease in Twenty-First Century Fox, Inc. investment		-		-		-		-		(964	)		-		-			(157	)	(c)		(1,121	)		-			(1,121	)
Conversion of Twenty-First Century Fox, Inc. investment		354		4		266		3		(9,863	)		9,856		-			-				-			-			-

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

(a)	Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 6—Fair Value under the heading “Redeemable Noncontrolling Interests”).

(b)	Reflects the adoption of ASU 2016-01 and ASU 2018-02 as defined in Note 2—Summary of Significant Accounting Policies under the heading “Adopted.”

(c)	Represents accumulated other comprehensive loss transferred from Twenty-First Century Fox, Inc. investment (See Note 14—Pension and Other Postretirement Benefits).

The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Fox Corporation, a Delaware corporation (“FOX” or the “Company”), is a news, sports and entertainment company, which manages and reports its businesses in the following segments: Cable Network Programming, Television and Other, Corporate and Eliminations.

The Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”) of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the “Distribution”) in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, 354,328,270 and 266,173,651 shares of the Company’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”), respectively, began trading independently on The Nasdaq Global Select Market (“NASDAQ”). In connection with the Distribution, 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 21CF transferred to FOX a portfolio of 21CF’s news, sports and broadcast businesses, including FOX News Media (consisting of FOX News and FOX Business), the FOX Network, FOX Sports, FOX Television Stations, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network (collectively, the “FOX business”), and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities. The Separation and the Distribution 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, The Walt Disney Company (“Disney”) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’s relationship with 21CF and Disney following the Separation. These include the Separation Agreement, a tax matters agreement, a transition services agreement, as well as agreements relating to intellectual property licenses, employee matters, commercial arrangements and a studio lot lease.

The Separation Agreement contains the key provisions relating to the Separation and the Distribution. The Separation Agreement identifies the assets that were transferred, the liabilities that were assumed and the contracts that were assigned to each of the Company and 21CF as part of the Separation and describes how these transfers, assumptions and assignments occurred. It also provides for cross-indemnities between the Company and 21CF. Other matters governed by the Separation Agreement include access to financial and other information, confidentiality, access to and provision of records, continued access for the Company to 21CF insurance policies and shared contracts and certain third-party consent provisions. Pursuant to the Separation Agreement, the Company is the owner of all “FOX” brands and related trademarks, as well as all other intellectual property primarily related to the Company’s business. In addition, the Company has entered into certain trademark and other intellectual property license agreements in connection with the use of certain intellectual property by 21CF.

The Company also entered into a tax matters agreement with Disney and 21CF that governs the parties’ respective rights, responsibilities and obligations with respect to certain tax matters. Under the tax matters 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 Distribution, and the Company will generally indemnify 21CF against any taxes required to be reported on a separate tax return of the Company or any of its subsidiaries. The Company may also be responsible for certain taxes resulting from the anticipated divestitures by Disney of certain assets, primarily the FOX Sports Regional Sports Networks. The Transaction Tax (as defined below) included a prepayment of the Company’s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of these assets in the amount of approximately $700 million (which amount is subject to adjustment in the future, as described below).

In addition, the Company and 21CF entered into a transition services agreement under which the Company and 21CF are providing specified services to each other on a transitional basis, including broadcast operations, sports production, information systems and technology, human resources services, finance and accounting, facilities and other

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

corporate services. Generally, the term for the provision of services under the agreement extends for no longer than two years after the Separation, subject to certain rights of the parties to extend the term for an additional three months. To the extent transition services are utilized during the first two years after the Separation, the charges paid by the recipient for the services are generally limited to the cost of providing such services. The Company anticipates that it will generally be in a position to complete the transition of most services on or before the two-year anniversary of the Separation.

The Company owns the FOX Studios Lot in Los Angeles, California and is responsible for the management of the lot, including servicing and managing the facility and managing and providing studio operation services, including production operations and post-production services, which until 2026 will predominantly be Disney productions. The Company leased office space on the FOX Studios Lot to 21CF for an initial term of seven years, subject to two five-year renewal options exercisable by 21CF.

The Company also entered into an employee matters agreement with 21CF that governs the parties’ obligations with respect to certain employee-related liabilities and certain employee benefit plans, programs, policies and other related matters for employees of the Company (See Note 11—Equity-Based Compensation and Note 14—Pension and Other Postretirement Benefits).

Basis of Presentation

Prior to the Distribution, the Company’s combined financial statements were prepared on a standalone basis, derived from the consolidated financial statements and accounting records of 21CF. The Company’s financial statements as of June 30, 2018 and for the years ended June 30, 2018 and 2017 are presented on a combined basis as the Company was not a separate consolidated group prior to the Distribution. These financial statements reflect the combined historical results of operations, financial position and cash flows of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses. The Company became a separate consolidated group as a result of the Distribution, and the Company’s financial statements as of June 30, 2019 and for the year ended June 30, 2019 are presented on a consolidated basis.

The Consolidated and Combined Statements of Operations include allocations for certain support functions that were provided on a centralized basis within 21CF prior to the Distribution and not recorded at the business unit level, such as certain expenses related to finance, legal, insurance, information technology, compliance and human resources management activities, among others. 21CF did not routinely allocate these costs to any of its business units. These expenses have been allocated to FOX on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues, headcount or other relevant measures. Management believes the assumptions underlying the Consolidated and Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from 21CF, are reasonable. Nevertheless, the Consolidated and Combined Financial Statements may not include all of the actual expenses that would have been incurred by FOX and may not reflect FOX’s consolidated results of operations, financial position and cash flows had it been a standalone company during the entirety of the periods presented. Actual costs that would have been incurred if FOX had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The Company’s Consolidated Balance Sheet as of June 30, 2019 consists of the Company’s consolidated balances subsequent to the Distribution. The Company’s Combined Balance Sheet as of June 30, 2018 consists of the combined balances of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses. The assets and liabilities have been reflected on a historical cost basis, as prior to the Distribution all of the assets and liabilities presented were wholly owned by 21CF and were transferred to the combined FOX group at a carry-over basis.

For purposes of the Company’s financial statements for the periods prior to the Distribution, the income tax provision in the Consolidated and Combined Statements of Operations was calculated as if FOX filed a separate tax return and was operating as a standalone business. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of FOX’s actual tax balances prior to or subsequent to the Distribution. Prior to the Distribution, the Company’s operating results were included in 21CF’s consolidated U.S. federal and state income tax returns. Pursuant to rules

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

promulgated by the Internal Revenue Service and various state taxing authorities, the Company will file its initial U.S. income tax returns for the period March 19, 2019 through June 30, 2019.

The income tax accounts reflected in the Consolidated Balance Sheet as of June 30, 2019 include income taxes payable and deferred taxes attributed to the Company at the time of and subsequent to the Separation (See Note 12—Related Party Transactions and Twenty-First Century Fox, Inc. Investment under the heading “Corporate Allocations and Twenty-First Century Fox, Inc. Investment”). The calculation of the Company’s income taxes involves considerable judgment and the use of both estimates and allocations.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the “Dividend”). The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the “Transaction Tax”) was $6.5 billion. Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion (the “Cash Payment”) from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF. The Transaction Tax included a prepayment of the Company’s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks. This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of the tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of Disney.

As a result of the Separation and the Distribution, 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 will result in estimated annual tax deductions of approximately $1.5 billion, principally over the next 15 years related to the amortization of the additional tax basis. This amortization is estimated to reduce the Company’s annual cash tax liability by $370 million per year at the current combined federal and state applicable tax rate of 25%. Such estimates are subject to revisions, which could be material, based upon the occurrence of future events including, among other things, a refund of the prepayment discussed above.

The consolidated and combined financial statements are referred to as the “Financial Statements” herein. The consolidated and combined statements of operations are referred to as the “Statements of Operations” herein. The consolidated and combined statements of comprehensive income are referred to as the “Statements of Comprehensive Income” herein. The consolidated and combined balance sheets are referred to as the “Balance Sheets” herein. The consolidated and combined statements of cash flows are referred to as the “Statements of Cash Flows” herein. The consolidated and combined statements of equity are referred to as the “Statements of Equity” herein.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation and combination

The Financial Statements include the accounts of all majority-owned and controlled subsidiaries. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, “Consolidation” (“ASC 810-10”) and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met.

The Financial Statements, for periods prior to the Distribution, include certain assets and liabilities that were historically held at 21CF’s corporate level but are specifically identifiable or otherwise attributable to the Company. All significant intracompany transactions and accounts within the Company’s consolidated and combined businesses have been eliminated.

Intercompany transactions with 21CF or its affiliates and the Company are reflected in the historical Financial Statements for periods prior to the Distribution. All significant intercompany balances between 21CF and the Company, for periods prior to the Distribution, have been included within the Twenty-First Century Fox, Inc. investment in these Financial Statements.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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 will recognize a gain or loss in net income upon deconsolidation.

The Company’s fiscal year ends on June 30 (“fiscal”) of each year.

Reclassifications and adjustments

Certain fiscal 2018 and 2017 amounts have been reclassified to conform to the fiscal 2019 presentation.

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less.

Receivables

Receivables are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. The allowance for doubtful accounts is estimated based on historical experience, receivable aging, current economic trends and specific identification of certain receivables that are at risk of not being paid.

Receivables, net consist of:

	As of June 30,
	2019			2018
	(in millions)
Total receivables	$	2,007		$	1,866
Allowances for doubtful accounts		(35	)		(28	)

Total receivables, net	$	1,972		$	1,838

Inventories

Programming Rights

In accordance with ASC 920, “Entertainment—Broadcasters,” costs incurred in acquiring program rights or producing programs for the Cable Network Programming and Television segments, including advances, are capitalized and amortized over the license period or projected useful life of the programming. Program rights and the related liabilities are recorded at the gross amount of the liabilities when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. Television broadcast network entertainment programming, which includes acquired series, co-produced series, movies and other programs, are amortized primarily on an accelerated basis.

The Company has single and multi-year contracts for broadcast rights of programs and sporting events. The Company evaluates the recoverability of the unamortized costs associated therewith, using total estimated advertising and other revenues attributable to the program material and considering the Company’s expectations of the usefulness of the program rights. The recoverability of certain sports rights contracts for content broadcast on the FOX Network and the sports channels is assessed on an aggregate basis. Where an evaluation indicates that these multi-year contracts will result in an asset that is not recoverable, amortization of rights is accelerated. The costs of multi-year sports contracts at the FOX Network and the sports channels are primarily amortized based on the ratio of each current period’s attributable

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

revenue for each contract to the estimated total remaining attributable revenue for each contract. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.

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 is generally presumed to exist when the Company owns an interest between 20% and 50% and exercises significant influence.

In accordance with ASC 321 “Investments—Equity Securities” (“ASC 321”), equity securities 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.

Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation is provided using the straight-line method over an estimated useful life of three to 40 years. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Costs associated with the repair and maintenance of property are expensed as incurred. Changes in circumstances, such as technological advances, or changes to the Company’s business model or capital strategy, could result in the actual useful lives differing from the Company’s estimates. In those cases where the Company determines that the estimated useful life of property, plant and equipment should be shortened, the Company would depreciate the asset over its revised remaining useful life, thereby increasing depreciation expense.

Goodwill and Intangible assets

The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, multi-channel video programming distributor (“MVPD”) affiliate agreements and relationships, and trademarks and other copyrighted products. Intangible assets acquired in business combinations are recorded at their estimated fair value 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. In accordance with ASC 350 “Intangibles—Goodwill and Other” (“ASC 350”), the Company’s goodwill and indefinite-lived intangible assets, which primarily consist of FCC licenses, are tested annually for impairment, or earlier, if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. The impairment assessment of indefinite-lived intangibles compares the fair value of the assets to their carrying value. Intangible assets with finite lives are generally amortized over their estimated useful lives.

The Company’s goodwill impairment reviews are performed using a two-step process. The first step of the process is to compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not impaired and the second step of the impairment review is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment review is required to be performed to estimate the implied fair value of the reporting unit’s goodwill. The implied fair value of the reporting unit’s goodwill is compared with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Asset impairments

Investments

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 public company investments by reference to their publicly traded stock prices. With respect to private company investments, the Company makes its estimate of fair value by considering other 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 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.

Long-lived assets

ASC 360, “Property, Plant, and Equipment,” and ASC 350 require that the Company periodically review the carrying amounts of its long-lived assets, including property, plant and equipment and finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized and is measured as the amount by which the carrying value of such asset or asset group exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less their costs to sell.

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.

Cable Network Programming and Television

The Company generates advertising revenue from sales of commercial time within the Company’s network programming to be aired by television networks and cable channels, and from sales of broadcast advertising time 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 after the invoice date.

The Company generates affiliate fee revenue from affiliate agreements with traditional and digital MVPDs (as defined in Note 16—Segment Information) 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 affiliate agreements with independently owned television stations that are affiliated with the FOX Network and receive retransmission consent fees

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

from traditional and digital MVPDs for their signals. Affiliate fee revenue is recognized at a point in time when the network programming, a functional license of intellectual property, is made available to the customer, which is done on a continuous basis. 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 with payments due monthly.

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 in accordance with ASC 606-10-32-25 through 27, “Revenue Recognition—Consideration Payable to a Customer.” The Company defers the cable distribution investments and amortizes the amounts on a straight-line basis over the contract period.

Advertising expenses

The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses—Advertising Cost.” Advertising expenses recognized totaled $388 million, $392 million and $366 million for fiscal 2019, 2018 and 2017, respectively.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes. Under the asset and liability 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.

Earnings per share

Basic earnings per share for the Class A Common Stock and Class B common stock is calculated by dividing Net income attributable to Fox Corporation stockholders by the weighted average number of outstanding shares of Class A Common Stock, including vested Restricted Stock Units (“RSUs”), and Class B Common Stock. Diluted earnings per share for the Class A Common Stock and Class B Common Stock is 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.

On March 19, 2019, the date of the Distribution, 621 million shares of the Company’s Common Stock were distributed to 21CF stockholders (other than holders that were subsidiaries of 21CF). These 621 million shares have been utilized for the calculation of basic and diluted earnings per share for all periods presented that ended prior to the date of the Distribution as no shares of common stock or equity-based awards of the Company were outstanding prior to that date (See Note 11—Equity-Based Compensation).

Equity-based compensation

The Company accounts for share-based payments in accordance with ASC 718, “Compensation—Stock Compensation” (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Financial Statements. ASC 718 establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply 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.

For periods prior to the Distribution, the Company employees participated in 21CF’s equity-based compensation plans. Equity-based compensation expense was allocated to the Company based on the awards and terms previously granted to the Company employees. In connection with the Distribution, certain 21CF equity awards were converted into new equity awards of the Company (See Note 11—Equity-Based Compensation).

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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 in accordance with ASC 321, 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.

Concentrations of credit risk

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Generally, the Company does not require collateral to secure receivables. As of June 30, 2019, the Company had no individual customers that accounted for 10% or more of the Company’s receivables. As of June 30, 2018, the Company had two customers that accounted for approximately 21% of the Company’s receivables.

Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform

Adopted

In January 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this guidance as of July 1, 2018 on a modified retrospective basis and recorded a cumulative effect adjustment of $130 million to reclassify unrealized holding gains on securities within Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment (See Statements of Equity). In addition, the Company recorded changes in the fair value of equity investments accounted for at fair value in the Statements of Operations rather than in Accumulated other comprehensive (loss) income (See Note 20—Additional Financial Information under the heading “Other, net”). Equity investments accounted for at cost will be recognized prospectively using the measurement alternative in accordance with ASC 321. The adjustments related to the observable price changes will also be recognized in the Statements of Operations.

On July 1, 2018, the Company early adopted ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) on a prospective basis using the security-by-security approach. The objective of ASU 2018-02 is to eliminate the stranded tax effects resulting from the Tax Act (as defined below) and to improve the usefulness of information reported to financial statement users. The adoption of ASU 2018-02 resulted in a reclassification of $13 million from Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment related to the income tax effects on the change in the federal statutory rate (See Statements of Equity).

Issued

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), as amended. Topic 842 requires recognition of lease liabilities and right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. Topic 842 will be effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company will apply Topic 842 on a modified retrospective basis with the cumulative effect, if any, of initially applying the new guidance recognized at the date of adoption as an adjustment to opening retained earnings. The Company continues to evaluate the impact Topic 842 will have on its Financial Statements, including continuing to review the Company’s leases and implement accounting lease software as well as implementing necessary changes to the Company’s processes and controls to support the recognition and disclosure requirements in accordance with the new standard. Since the Company has a significant amount of minimum lease commitments (See Note 13—Commitments and Contingencies), the Company expects that the impact of recognizing operating lease liabilities and right-of-use assets will be significant to the Company’s Balance Sheet. The Company does not expect the adoption of this standard to have a significant impact on the Statements of Operations.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The objective of ASU 2017-04 is to simplify how an entity is required to test

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

goodwill for impairment. Under current GAAP, entities are required to test goodwill for impairment using a two-step approach. Under the amendments in ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for the Company for annual and interim reporting periods beginning July 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact ASU 2017-04 will have on its Financial Statements.

In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”). The amendments in ASU 2018-14 modify certain aspects of disclosure about defined benefit pension and other postretirement plans. ASU 2018-14 will be effective for the Company for annual reporting periods beginning July 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-14 will have on its Financial Statements.

In March 2019, the FASB issued ASU 2019-02, “Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials” (“ASU 2019-02”). The amendments in ASU 2019-02 align the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in ASC 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. ASU 2019-02 will be effective for the Company for annual and interim reporting periods beginning July 1, 2020 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact ASU 2019-02 will have on its Financial Statements.

U.S. Tax Reform

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. Since the Company has a June 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory federal rate of approximately 28% for fiscal 2018, and 21% for subsequent fiscal years.

The SEC issued guidance that allowed for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. As of June 30, 2018, the Company recorded a provisional net tax benefit of $607 million to adjust its net deferred tax liability position in accordance with the Tax Act for those items which it could reasonably estimate. The adjustment represented the recalculation of the net deferred tax liability to reflect the new federal statutory rate of 21%. The net deferred tax liability represented future tax obligations, primarily related to basis differences and amortization, and sports rights contracts. Prior to the Tax Act, the net deferred tax liability was recorded at the federal statutory rate of 35%. In fiscal 2019, the Company finalized its analysis and did not materially modify the provisional amounts previously recorded in the Financial Statements.

NOTE 3. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

Fiscal 2019

In May 2019, the Company and The Stars Group Inc. (“The Stars Group”) announced plans to launch FOX Bet, a national media and sports wagering partnership in the U.S. FOX Sports and The Stars Group have entered into a long-term commercial arrangement through which FOX Sports will provide The Stars Group with an exclusive license to use certain FOX Sports trademarks. Prior to the tenth anniversary of the commercial agreement, and subject to certain conditions and applicable gaming regulatory approvals, FOX Sports has an option to acquire up to 50% of the equity in The Stars Group’s U.S. business. In addition, the Company invested $236 million to acquire a 4.99% equity interest in The Stars Group. The common shares issued to the Company are subject to certain transfer restrictions for two years, subject to customary exceptions. The Company accounts for the investment in The Stars Group at fair value (See Note 6—Fair Value).

In the first quarter of fiscal 2019, the Company invested, in the aggregate, approximately $100 million in cash for a minority equity interest in Caffeine, Inc. (“Caffeine”), a social broadcasting platform for gaming, entertainment and other creative content, and Caffeine Studio, LLC (“Caffeine Studios”), a newly formed venture that is jointly owned by the

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Company and Caffeine. The Company accounts for the investments in Caffeine using the measurement alternative in accordance with ASC 321 and Caffeine Studios using the equity method.

Fiscal 2018

In March 2017, the FCC concluded a voluntary auction to reclaim television broadcast station spectrum. The Company had three stations’ bids of $354 million to relinquish spectrum accepted by the FCC as part of the auction and received the proceeds in July 2017. As a result, spectrum previously utilized by its television stations in Washington, DC, Charlotte, NC and Chicago, IL designated market areas, in which the Company operates duopolies, was relinquished to the FCC. The Company recorded a pre-tax gain of $12 million and $102 million for the portion of spectrum relinquished to the FCC in fiscal 2019 and 2018, respectively, in Other, net in the Statements of Operations. These television stations will continue broadcasting using the spectrum of the existing FOX Network owned and operated station in those markets.

NOTE 4. RESTRUCTURING PROGRAMS

In fiscal 2017, the Company recorded restructuring charges of $160 million primarily related to costs in connection with management and employee transitions and restructuring at the Cable Network Programming segment.

Changes in the restructuring program liabilities were as follows:

	One time termination benefits
	(in millions)
Balance, June 30, 2016	$	(12	)
Additions		(160	)
Payments		73
Other		6

Balance, June 30, 2017	$	(93	)
Additions		(11	)
Payments		66
Other		1

Balance, June 30, 2018	$	(37	)
Additions		(26	)
Payments		23

Balance, June 30, 2019	$	(40	)

Restructuring charges are recorded in Impairment and restructuring charges in the Statements of Operations. As of June 30, 2019 and 2018, restructuring liabilities of approximately $30 million and $20 million, respectively, were included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets and the balance of the accrual was included in Non-current Other liabilities in the Balance Sheets.

NOTE 5. INVENTORIES, NET

The Company’s inventories were comprised of the following:

	As of June 30,
	2019			2018
	(in millions)
Sports programming rights	$	954		$	983
Entertainment programming rights		380			318

Total inventories, net		1,334			1,301
Less: current portion of inventories, net		(1,129	)		(1,180	)

Total non-current inventories, net	$	205		$	121

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company evaluates the recoverability of the unamortized costs associated with the Company’s programming rights using total estimated advertising and other revenues attributable to the program material and considering the Company’s expectations of the usefulness of the program rights. As a result of the evaluation, the Company recognized a write-down of approximately $55 million related to entertainment and syndicated programming rights at the Television segment, which was recorded in Operating expenses in the Statement of Operations for fiscal 2019.

NOTE 6. FAIR VALUE

In accordance with ASC 820, “Fair Value Measurement,” fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).

The following tables present information about financial assets and liabilities carried at fair value on a recurring basis:

	Fair value measurements
	As of June 30, 2019
	Total			Level 1		Level 2		Level 3
	(in millions)
Assets
Investments(a)	$	761		$	545	$	216	$	-
Redeemable noncontrolling interests(b)		(189	)		-		-		(189	)

Total	$	572		$	545	$	216	$	(189	)

	Fair value measurements
	As of June 30, 2018
	Total			Level 1		Level 2		Level 3
	(in millions)
Assets
Investments(a)	$	257		$	257	$	-	$	-
Redeemable noncontrolling interests(b)		(275	)		-		-		(275	)

Total	$	(18	)	$	257	$	-	$	(275	)

(a)

The investment categorized as Level 1 represents an investment in equity securities of Roku, Inc. (“Roku”) with a readily determinable fair value. The investment categorized as Level 2 represents an investment in equity securities of The Stars Group estimated using the quoted market price of The Stars Group common stock less a discount due to a lack of marketability (“DLOM”). The DLOM was derived based on the remaining term of the lock up period and the volatility of The Stars Group common stock (See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Fiscal 2019” for further discussion).

(b)

The Company utilizes the market approach valuation technique 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 liability. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.

Redeemable Noncontrolling Interests

The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity”, because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded at fair value are put rights held by the minority shareholder in one of the Company’s majority-owned sports networks.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:

	For the years ended June 30,
	2019				2018			2017
	(in millions)
Beginning of year	$	(275	)		$	(154	)	$	(45	)
Net income		(33	)			(41	)		(37	)
Distributions		32				41			35
Accretion and other		87		(a)		(121	)		(107	)

End of year	$	(189	)		$	(275	)	$	(154	)

(a)	As a result of the expiration of a portion of the minority shareholder’s put right, approximately $200 million was reclassified into equity.

Significant unobservable inputs used in the fair value measurement of the Company’s redeemable noncontrolling interests are EBITDA (as defined in Note 16—Segment Information) projections (generally 2% average growth rate). Significant increases (decreases) in growth rates and multiples would result in a significantly higher (lower) fair value measurement.

The fair value of the redeemable noncontrolling interests in the sports network was determined by applying a multiples-based formula. As of June 30, 2019, the redeemable noncontrolling interests are not exercisable. A portion of the minority shareholder’s put right became exercisable in July 2019.

Financial Instruments

	As of June 30,
	2019		2018
	(in millions)
Borrowings

Fair value	$	7,643	$	-

Carrying value	$	6,751	$	-

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).

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 in accordance with ASC 321, 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 in accordance with ASC 321 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.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

		As of June 30,
	Useful lives	2019			2018
		(in millions)
Land		$	123		$	126
Buildings and leaseholds	3 to 40 years		1,319			1,136
Machinery and equipment	3 to 15 years		1,516			1,525

			2,958			2,787
Less: accumulated depreciation and amortization			(1,767	)		(1,658	)

			1,191			1,129
Construction in progress			122			40

Total property, plant and equipment, net		$	1,313		$	1,169

Depreciation and amortization related to Property, plant and equipment was $197 million, $157 million and $154 million for fiscal 2019, 2018 and 2017, respectively.

Total operating lease expense, including corporate allocations, was approximately $100 million, $105 million and $95 million for fiscal 2019, 2018 and 2017, respectively.

NOTE 8. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying values of the Company’s intangible assets and related accumulated amortization were as follows:

	Intangible assets not subject to amortization
	FCC licenses		Other		Total		Amortizable intangible assets, net(a)			Total intangible assets, net
	(in millions)
Balance, June 30, 2018	$	2,167	$	642	$	2,809	$	57		$	2,866
Amortization		-		-		-		(15	)		(15	)

Balance, June 30, 2019	$	2,167	$	642	$	2,809	$	42		$	2,851

(a)	Net of accumulated amortization of $129 million and $114 million as of June 30, 2019 and 2018, respectively. The average useful life of other intangible assets ranges from five to 20 years.

Amortization related to finite-lived intangible assets was $15 million, $14 million and $15 million for fiscal 2019, 2018 and 2017, respectively.

Based on the current balance of finite-lived intangible assets, the estimated amortization expense for each of the succeeding five fiscal years is as follows:

	For the years ending June 30,
	2020		2021		2022		2023		2024
	(in millions)
Estimated amortization expense(a)	$	14	$	14	$	4	$	4	$	4

(a)	These amounts may vary as acquisitions and dispositions occur in the future.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The changes in the carrying value of goodwill, by segment, are as follows:

	Cable Network Programming		Television			Total Goodwill
	(in millions)
Balance, June 30, 2018	$	919	$	1,828		$	2,747
Other		68		(124	)		(56	)
Balance, June 30, 2019	$	987	$	1,704		$	2,691

The carrying amount of Television segment goodwill was net of accumulated impairments of $371 million as of June 30, 2019 and 2018.

Annual Impairment Review

Goodwill

The Company’s goodwill impairment reviews are determined using a two-step process. The first step of the process is to compare the fair value of a reporting unit with its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit by using a market-based valuation approach methodology. Determining fair value requires the exercise of significant judgments, including judgments about appropriate company earnings multiples and relevant comparable transactions, as applicable, and projections employed in the analyses which are based on the Company’s estimated outlook. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable public company trading values. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment review is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment review is required to be performed to estimate the implied fair value of the reporting unit’s goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. The implied fair value of the reporting unit’s goodwill is compared with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

FCC licenses

The Company performs impairment reviews consisting of a comparison of 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 historical performance and estimates of future performance in each market.

Fiscal 2019 and 2018

During fiscal 2019 and 2018, the Company determined that the goodwill and indefinite-lived intangible assets included in the Balance Sheets as of June 30, 2019 and 2018, respectively, were not impaired.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 9. BORROWINGS

Senior Notes Issued Under the January 2019 Indenture

In January 2019, the Company issued $6.8 billion of senior notes (as summarized below) (the “Notes”) in a private offering and used the net proceeds from the sale of the Notes, together with available cash on its balance sheet, to fund the Dividend and to pay fees and expenses incurred in connection with the issuance of the Notes and the Separation and the Distribution.

	Outstanding as of June 30, 2019
	(in millions)
Senior notes
3.666% senior notes due 2022	$	750
4.030% senior notes due 2024		1,250
4.709% senior notes due 2029		2,000
5.476% senior notes due 2039		1,250
5.576% senior notes due 2049		1,550

Total senior notes		6,800
Less: unamortized debt issuance costs		(49	)
Total borrowings	$	6,751

The Notes were issued 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.

Revolving Credit Agreement

On March 15, 2019, the Company entered into a credit agreement (the “Revolving Credit Agreement”) among the Company, 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 Bank, N.A., as Co-Documentation Agents, and the other parties party thereto. 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 March 2024. 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 $1.5 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 London Interbank Offered Rate (“LIBOR”) plus 1.1% and the facility fee is 0.15%. As of June 30, 2019, there were no borrowings outstanding under the Revolving Credit Agreement.

Bridge Credit Agreement

In December 2017, 21st Century Fox America, Inc. (“21CFA”), a wholly owned subsidiary of 21CF, entered into a commitment letter on behalf of FOX with the financial institutions party thereto for borrowings of up to $9 billion to provide FOX with financing in connection with the Dividend. FOX paid a commitment fee of 0.125%. Upon the issuance of the Notes, the commitment letter was reduced to $1.7 billion. In anticipation of the payment of the Dividend, the Company entered into a $1.7 billion 364-Day Bridge Term Loan Agreement (the “Bridge Credit Agreement”) on March 15, 2019 with the initial lenders named therein, Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and Citibank, N.A. and Deutsche Bank Securities Inc., as Co-Syndication Agents. The Company did not

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

request any borrowings under the Bridge Credit Agreement and, as permitted under the terms of the agreement, terminated the agreement on March 20, 2019. In connection with such termination all accrued and unpaid fees thereunder were paid in full and all commitments thereunder were terminated.

Note 10. STOCKHOLDERS’ Equity

Common Stock and Preferred Stock

The Company has two classes of common stock that are authorized and outstanding: Class A Common Stock and Class B Common Stock. As a general matter, holders of Class B Common Stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

As of June 30, 2019, there were approximately 19,400 holders of record of shares of Class A Common Stock and approximately 5,200 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 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.

Under the Certificate of Incorporation, the Board of Directors 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 of Directors to issue preferred stock or common stock must, however, be taken in accordance with the Board of Directors’ 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 of Directors 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.

Temporary Stockholder Rights Plan

In connection with the Distribution, the Board of Directors approved the adoption of a Temporary Stockholder Rights Agreement (as amended, the “Rights Agreement”), effective March 19, 2019. The Rights Agreement will expire in November 2019, unless the rights are redeemed earlier by the Company or the Rights Agreement is approved by the Company’s stockholders. In adopting the Rights Agreement, the Board of Directors considered that there may be significant volume of trading in the Company’s shares around the time of the Distribution. The Rights Agreement is intended to protect the stockholders of the Company during the post-Distribution period from actions that the Board of Directors determines are not in the best interest of the Company’s stockholders. The Rights Agreement is not intended to

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

interfere with any merger, tender or exchange offer, share acquisition or other business combination transaction approved in advance by the Board of Directors, and the Rights Agreement does not prevent the Board of Directors from considering any offer that it considers to be in the best interest of the Company’s stockholders.

Pursuant to the Rights Agreement, the Company declared a dividend distribution of one right (a “Class A Right”) for each outstanding share of the Company’s Class A Common Stock and one right (a “Class B Right” and, together with the Class A Rights, the “Rights”) for each outstanding share of the Company’s Class B Common Stock, in each case as of the close of business on April 2, 2019. One Class A Right will also be issued together with each share of Class A Common Stock issued by the Company after April 2, 2019 and prior to the Distribution Date (as defined in the Rights Agreement), and in certain circumstances, after the Distribution Date. One Class B Right will also be issued together with each share of Class B Common Stock issued by the Company after April 2, 2019 and prior to the Distribution Date and in certain circumstances, after the Distribution Date. Initially, these Rights are not exercisable and trade with the Company’s Class A Common Stock and Class B Common Stock.

The Rights will become exercisable only if a person or group obtains beneficial ownership (as defined in the Rights Agreement) of 15% or more of the Class B Common Stock outstanding, or 15% or more of the Common Stock outstanding. In each such case, each Class A Right and each Class B Right will entitle its holder (except the acquiring person or group) to purchase, at the exercise price of $160 (subject to adjustments provided in the Rights Agreement), a number of authorized but unissued shares of Class A Common Stock or Class B Common Stock, respectively, having a then current market value of two times the exercise price of the Right.

The Rights are not exercisable because of any current stockholder’s beneficial ownership of 15% or more of either Class A or Class B Common Stock, unless such stockholder acquires beneficial ownership of additional shares (subject to certain exceptions set forth in the Rights Agreement).

Dividends

In May 2019, the Company declared a semi-annual dividend of $0.23 per share on both the Class A Common Stock and the Class B Common Stock, which was paid on June 3, 2019 to the stockholders of record on May 20, 2019.

Comprehensive Income

Comprehensive income is reported in the Statements of Comprehensive Income and consists of Net income and Other comprehensive (loss) income, including unrealized holding gains and losses on securities and benefit plan adjustments, which affect stockholders’ equity, and under GAAP, are excluded from Net income.

The following tables summarize the activity within Other comprehensive (loss) income:

	For the year ended June 30, 2019
	Before tax			Tax benefit (provision)			Net of tax
	(in millions)
Benefit plan adjustments and other
Unrealized losses	$	(133	)	$	35		$	(98	)
Reclassifications realized in net income(a)		12			(3	)		9

Other comprehensive loss	$	(121	)	$	32		$	(89	)

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	For the year ended June 30, 2018
	Before tax		Tax provision			Net of tax
	(in millions)
Gains on securities
Unrealized gains	$	222	$	(92	)	$	130

Other comprehensive income	$	222	$	(92	)	$	130

Benefit plan adjustments
Unrealized gains	$	5	$	(1	)	$	4
Reclassifications realized in net income(a)		8		(2	)		6

Other comprehensive income	$	13	$	(3	)	$	10

	For the year ended June 30, 2017
	Before tax		Tax provision			Net of tax
	(in millions)
Benefit plan adjustments
Unrealized gains	$	7	$	(2	)	$	5
Reclassifications realized in net income(a)		8		(3	)		5

Other comprehensive income	$	15	$	(5	)	$	10

(a)	Reclassifications of amounts related to benefit plan adjustments are included in Other, net in the Statements of Operations (See Note 14—Pension and Other Postretirement Benefits for additional information).

Accumulated other comprehensive (loss) income

The following table summarizes the components of Accumulated other comprehensive (loss) income, net of tax:

	As of June 30,
	2019				2018			2017
	(in millions)
Unrealized holding gains on securities	$	-		(a)	$	130		$	-
Benefit plan adjustments and other		(308	)	(b)		(49	)		(59	)

Accumulated other comprehensive (loss) income, net of tax	$	(308	)		$	81		$	(59	)

(a)	The decrease in Unrealized holding gains on securities is a result of the adoption of ASU 2016-01 (See Note 2—Summary of Significant Accounting Policies under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).

(b)

The increase in the accumulated other comprehensive loss for Benefit plan adjustments and other includes a reclassification of $13 million as a result of the adoption of ASU 2018-02 (See Note 2—Summary of Significant Accounting Policies under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information) and $157 million related to the Shared Plans (as defined in Note 14—Pension and Other Postretirement Benefits”) allocable to the Company’s employees that was transferred to the Company.

NOTE 11. EQUITY-BASED COMPENSATION

Prior to the Distribution, the Company’s employees participated in 21CF’s equity plans. 21CF had plans authorized to grant equity awards of 21CF stock to the Company’s employees. The equity-based compensation expense recorded by the Company, in the periods presented, includes the expense associated with the employees historically attributable to the Company’s operations, as well as the expense associated with the allocation of equity-based compensation expense for corporate employees.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

21CF’s Incentive Plan Prior to the Distribution

The Company participated in 21CF’s 2013 Long-Term Incentive Plan (the “2013 Plan”), under which performance stock units (“PSUs”) and RSUs were granted. The Company’s employees were eligible to participate in the 2013 Plan prior to the Distribution. The Compensation Committee of 21CF’s Board (“21CF’s Compensation Committee”) determined the recipients, type of award to be granted and amounts of awards to be granted under the 2013 Plan.

The fair value of equity-based compensation under the Plans was calculated according to the type of award issued.

21CF Performance Stock Units

Certain employees of the Company received a grant of 21CF PSUs that had a three-year performance measurement period beginning in July of each fiscal year. The awards were subject to the achievement of one or more pre-established objective performance measures determined by 21CF’s Compensation Committee. The awards issued would generally be settled in shares of 21CF’s class A common stock upon vesting and were subject to the participants’ continued employment with 21CF. In fiscal 2019, 2018 and 2017, a total of approximately nil, 3.1 million and 3.3 million 21CF PSUs were granted, respectively.

In February 2018, 21CF’s Compensation Committee determined that, upon vesting, the outstanding 21CF PSU awards for the fiscal 2016-2018 performance period granted to all participants in the 21CF PSU award program, including 21CF’s named executive officers, would be paid out based on the target number of 21CF PSUs awarded in accordance with the original vesting schedule.

21CF Restricted Stock Units

In fiscal 2018, 21CF’s Compensation Committee made a special grant of approximately 2.6 million 21CF restricted stock units (“Retention RSUs”) to certain of the Company’s senior executives, including 21CF named executive officers. In addition, in fiscal 2019, certain employees of the Company were granted approximately 1.6 million 21CF RSUs that primarily had a three-year vesting period beginning in July 2018.

2019 Shareholder Alignment Plan

In connection with the Distribution, the Company adopted the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”), under which equity-based compensation, including stock options, stock appreciation rights, restricted and unrestricted stock, RSUs and other types of FOX 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, 2019, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 59 million.

In connection with the Distribution, the 21CF PSUs scheduled to vest in 2019 were accelerated and paid out and 50% of the Retention RSUs were paid out in shares of 21CF class A common stock in March 2019. 21CF RSUs and PSUs scheduled to vest after 2019 and certain 21CF RSUs that were scheduled to vest during 2019 were converted into new equity awards of the Company, using a formula designed to preserve the intrinsic value of the awards immediately prior to the Distribution. Converted awards have the same terms and features as the original 21CF awards, except for the 21CF PSUs, which were converted into FOX RSUs that are subject only to time-based vesting conditions and are no longer subject to achievement of applicable performance goals. In addition, the remaining 50% of the Retention RSUs were converted into FOX RSUs and Disney RSUs on the same pro rata basis accorded to shareholders of 21CF common stock in the mergers contemplated by the 21CF Disney Merger Agreement. All of the converted FOX RSUs were granted under the SAP and the approximately 5.5 million shares of Class A Common Stock that may be issued under the converted FOX RSUs do not count against the maximum number of shares that may be issued under the SAP described above.

Awards granted under the SAP (other than a stock option or stock appreciation right) 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.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Restricted Stock Units

RSUs are awards that represent the potential to receive shares of Class A Common Stock at the end of the applicable vesting period, 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 of Directors of FOX (the “Compensation Committee”) may establish. RSUs awarded under the SAP are fair valued based upon the fair market value of Class A Common Stock on the grant date. Any person who holds RSUs has no ownership interest in the shares of Class A Common Stock to which such RSUs relate until and unless shares of Class A Common Stock are delivered to the holder.

In March 2019, in connection with the Distribution, the Compensation Committee granted approximately 2.4 million RSUs under the SAP, which will primarily vest in two tranches. Approximately 50% of the RSUs will vest on June 15, 2020 and 50% will vest on June 15, 2021, in each case, subject to a service requirement through the vesting dates.

The following table summarizes the activity related to target PSUs and RSUs granted to the Company’s employees to be settled in stock (PSUs and RSUs in thousands):

	Fiscal 2019					Fiscal 2018					Fiscal 2017
	Number of shares			Weighted average grant- date fair value(a)		Number of shares			Weighted average grant- date fair value(a)		Number of shares			Weighted average grant- date fair value(a)
PSUs and RSUs
Unvested units at beginning of the year		10,896		$	29.77		7,102		$	28.62		6,125		$	32.96
Granted prior to the Distribution		1,565			46.11		5,698			32.21		3,312			24.49
Vested		(5,070	)		30.07		(1,112	)		34.59		(1,297	)		34.91
Cancelled		(3,166	)		29.72		(792	)		30.28		(1,038	)		33.18
Net units granted in conversion, as a result of the Separation(b)		1,011		N/A			-			-		-			-
Granted after the Distribution		2,424			40.11		-			-		-			-

Unvested units at the end of the year(c)		7,660		$	32.27		10,896		$	29.77		7,102		$	28.62

(a)	The weighted average grant date fair value prior to the Distribution represents the fair value of awards granted with respect to 21CF Class A common stock prior to the conversion of the awards to FOX equity awards. The weighted average grant date fair value of the unvested units after the conversion represents the fair value of awards using the applicable conversion ratio.

(b)

As disclosed above, 21CF RSUs and PSUs scheduled to vest after 2019 and certain 21CF RSUs that were scheduled to vest during 2019 were converted into new equity awards of the Company, using a formula designed to preserve the value of the awards immediately prior to the Distribution. In addition, the 50% of the Retention RSUs that were not paid out in shares of 21CF class A common stock were converted into FOX RSUs and Disney RSUs on the same pro rata basis accorded to shareholders of 21CF common stock in the mergers contemplated by the 21CF Disney Merger Agreement.

(c)	The intrinsic value of these unvested RSUs was approximately $280 million as of June 30, 2019.

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 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 based on historical volatility of 21CF and the Company’s peer group over the expected term of the stock options; (ii) expected term of stock options granted was 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.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

In March 2019, in connection with the Distribution, the Compensation Committee granted approximately 3.1 million stock options. The stock options will vest 50% on June 15, 2020 and 50% on June 15, 2021, in each case, subject to a service requirement through the vesting dates. The options will expire approximately seven years from the grant date.

The following table summarizes information about the Company’s stock options granted under the SAP (options in thousands).

	Fiscal 2019
	Number of options			Weighted average exercise price
Outstanding at the beginning of the year		-		$	-
Granted		3,118			40.25
Cancelled		(5	)		40.26
Outstanding at the end of the year(a)		3,113		$	40.25
Weighted average grant-date fair value of options granted				$	8.67
Weighted average remaining contractual term of options outstanding at the end of the year				6.72 years

(a)	The intrinsic value of options outstanding at June 30, 2019 was nil.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants during fiscal 2019:

	For the year ended June 30, 2019
Expected volatility		26.50	%
Risk-free interest rate		2.41	%
Expected dividend yield		1.12	%
Expected term of stock options	3.84 years

The following table summarizes the Company’s equity-based compensation:

	For the years ended June 30,
	2019		2018		2017
	(in millions)
Equity-based compensation(a)	$	103	$	100	$	57

Intrinsic value of all settled equity-based awards	$	247	$	31	$	38

Tax benefit on vested equity-based awards	$	47	$	9	$	14

(a)	Prior to the Distribution, equity-based compensation included allocated expense for both executive directors and corporate executives of 21CF, allocated using a proportional allocation driver, which management has deemed to be reasonable.

As of June 30, 2019, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $180 million and is expected to be recognized over a weighted average period between one and two years.

NOTE 12. RELATED PARTY TRANSACTIONS AND TWENTY-FIRST CENTURY FOX, INC. INVESTMENT

Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including subsidiaries and equity affiliates of 21CF (prior to the Distribution), to buy and/or sell programming and purchase and/or sell advertising.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table sets forth the net revenue from related parties included in the Statements of Operations:

	For the years ended June 30,
	2019			2018			2017
	(in millions)
Related party revenue	$	302		$	254		$	250
Related party expense		(57	)		(108	)		(107	)

Related party revenue, net of expense	$	245		$	146		$	143

The following table sets forth the amounts due to related parties on the Balance Sheets:

	As of June 30,
	2019		2018
	(in millions)
Due to related parties	$	50	$	143

Corporate Allocations and Twenty-First Century Fox, Inc. Investment

Prior to the Distribution, 21CF provided services to and funded certain expenses for the Company such as: global real estate and occupancy costs and employee benefits (“Direct Corporate Expenses”). In addition, the Company’s Financial Statements include general corporate expenses of 21CF which were not historically allocated to the Company for certain support functions that were provided on a centralized basis within 21CF and not recorded at the business unit level, such as certain expenses related to finance, legal, insurance, information technology, compliance and human resources management activities, among others (“General Corporate Expenses”). For purposes of these Financial Statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the Statements of Operations in Selling, general and administrative expenses and Other, net, as appropriate, and accordingly as a component of the Twenty-First Century Fox, Inc. investment in the Balance Sheets. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues, headcount or other relevant measures of the Company. Management believes the assumptions underlying the Financial Statements, including the assumptions regarding allocating General Corporate Expenses from 21CF are reasonable. Nevertheless, the Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s results of operations, financial position and cash flows had it been a standalone company prior to the Distribution. Actual costs that would have been incurred if the Company had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. For the purposes of these Financial Statements, the corporate allocations recorded for fiscal 2019, 2018 and 2017 of $291 million, $334 million and $267 million, respectively, were General Corporate Expenses of 21CF, which were not historically allocated to the Company.

Intercompany transactions with 21CF or its affiliates and the Company are reflected in the historical Financial Statements for periods prior to the Distribution. All significant intercompany balances between 21CF and the Company, for periods prior to the Distribution, have been reflected in the Statements of Cash Flows as a financing activity and in the Balance Sheets as a Twenty-First Century Fox, Inc. investment.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table summarizes the components of the net (decrease) increase in the Twenty-First Century Fox, Inc. investment for fiscal 2019, 2018 and 2017:

	For the years ended June 30,
	2019			2018		2017
	(in millions)
Cash pooling, general financing activities and other(a)	$	(1,502	)	$	961	$	(1,852	)
Corporate allocations		291			334		267
Net dividend paid to Twenty-First Century Fox, Inc.		(6,500	)		-		-
Taxes payable(b)		821			-		-
Deferred taxes on step-up(c)		5,836			-		-
Other deferred taxes(c)		90			-		-

Net (decrease) increase in Twenty-First Century Fox, Inc. investment	$	(964	)	$	1,295	$	(1,585	)

(a)

The nature of activities included in the line item ‘Cash pooling, general financing activities and other’ includes financing activities, capital transfers, cash sweeps, other treasury services and Direct Corporate Expenses. As part of this activity and prior to December 31, 2017, the majority of the cash balances were swept to 21CF on a daily basis and the Company received capital from 21CF for the Company’s cash needs. Effective January 1, 2018, the Company ceased participating in 21CF’s capital and cash management accounts.

(b)

For purposes of the Company’s financial statements for the periods prior to the Distribution, the income tax (expense) benefit in the Statements of Operations has been calculated as if FOX filed a separate tax return and was operating as a standalone business. This amount represents the difference between the separate tax return methodology and the actual tax liabilities attributed to the Company, in accordance with applicable tax law, as of the date of the Distribution.

(c)

As a result of the Separation and the Distribution, FOX obtained an additional tax basis in its assets equal to their respective fair market values. These amounts represent 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”) and other deferred tax adjustments recorded as of the date of the Distribution.

NOTE 13. COMMITMENTS AND CONTINGENCIES

The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes the Company’s material firm commitments as of June 30, 2019:

	As of June 30, 2019
	Payments due by period
	Total		1 year		2 - 3 years		4 - 5 years		After 5 years
	(in millions)
Operating leases
Land and buildings	$	725	$	139	$	260	$	147	$	179
Other		79		19		37		12		11
Other commitments
Borrowings		6,800		-		750		1,250		4,800
Sports programming rights		31,444		3,975		13,246		4,363		9,860
Entertainment programming rights		820		555		223		42		-
Other commitments and contractual obligations		710		204		287		106		113

Total commitments, borrowings and contractual obligations	$	40,578	$	4,892	$	14,803	$	5,920	$	14,963

Operating leases

Operating leases primarily include agreements for office facilities, transponder agreements and microwave transmitters used to carry broadcast signals. Included in the total amount committed for operating leases of land and buildings of $725 million, are approximately $45 million for office facilities that have been sub-leased to News Corporation.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Sports programming rights

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 2022 NFL season.

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.

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.

The Company’s contract with WWE gives the Company rights to broadcast SmackDown Live through September 2024.

Under the Company’s contracts with certain collegiate conferences, remaining future minimum payments for program rights to broadcast certain sporting events are payable over the remaining terms of the contracts.

Other commitments and contractual obligations

Primarily includes obligations relating to multi-media rights agreements, television rating services agreements and contracts for capital expenditures.

Pension and other postretirement benefits

In accordance with ASC 715, “Compensation—Retirement Benefits” (“ASC 715”), the total accrued net benefit liability for pension and other postretirement benefit plans recognized as of June 30, 2019 was $558 million (See Note 14—Pension and Other Postretirement Benefits). This amount is affected by, among other items, statutory funding levels, changes in plan demographics and assumptions and investment returns on plan assets. Because of the current overall funded status of the Company’s material plans, the accrued liability does not represent expected near-term liquidity needs and, accordingly, this amount is not included in the contractual obligations table.

Contingencies

Profits Participants Litigation

On November 25, 2015, Wark Entertainment, Inc. filed a lawsuit (the “Wark Lawsuit”) against Twentieth Century Fox Film Corporation, the FOX Network, and Fox Entertainment Group, Inc. (“Fox Entertainment Group”) in the Superior Court of the State of California, County of Los Angeles, Central District (the “Superior Court”). On November 30, 2015, Temperance Brennan, L.P., Snooker Doodle Productions, Inc., and Bertha Blue, Inc. filed a lawsuit (the “Temperance Brennan Lawsuit”) against 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, and the FOX Network in the Superior Court. The plaintiffs in these cases are profits participants in the television series Bones, which was produced by Twentieth Century Fox Television, a unit of Twentieth Century Fox Film Corporation (“TCFTV”), and aired on the FOX Network from 2005 to 2017. TCFTV, 21CF, the FOX Network and Fox Entertainment Group are defendants in one or both of the Wark Lawsuit and the Temperance Brennan Lawsuit (collectively, the “Lawsuits”), which were joined by the Superior Court on December 21, 2015.

The plaintiffs in the Lawsuits alleged, among other things, that TCFTV breached its contracts with the plaintiffs and committed fraud concerning certain of those contracts, and that 21CF, Fox Entertainment Group, and the FOX Network induced TCFTV’s breach of contract and intentionally interfered with the plaintiffs’ contracts with TCFTV. These allegations were based on plaintiffs’ claims that in licensing Bones between affiliated 21CF entities, the defendants agreed to lower license fees for Bones to the detriment of the Plaintiffs (collectively, the “Affiliated Dealing Claims”). The plaintiffs also challenged TCFTV’s accounting practices with regard to Bones, including challenging TCFTV’s distribution and

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

overhead charges for Bones (the “Accounting Claims”). The defendants vigorously disputed the Affiliated Dealing Claims and the Accounting Claims and the related allegations.

On April 8, 2016, the Superior Court stayed the Accounting Claims and ordered that the Affiliated Dealing Claims be submitted to arbitration pursuant to the plaintiffs’ contracts. On February 20, 2019, the arbitrator issued a punitive damages award of approximately $129 million against the defendants, including the FOX Network. On February 27, 2019, the defendants filed a motion with the Superior Court to vacate the entire punitive damages award on the ground that the arbitrator did not have authority to award punitive damages, and the plaintiffs filed a petition with the Superior Court to confirm the entirety of the arbitrator’s award. A hearing on these matters was held on April 29, 2019. On June 3, 2019, the Superior Court entered an order granting the defendants’ motion, denying the plaintiffs’ petition, and vacating the entire punitive damages award.

FOX News

The Company and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination and racial discrimination relating to alleged misconduct at the Company’s FOX News business. 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 individually or in the aggregate, material to the Company. The amount of 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.

Shareholder Litigation

On November 20, 2017, a stockholder of 21CF filed a derivative action in the Court of Chancery of the State of Delaware captioned City of Monroe Employees’ Retirement System v. Rupert Murdoch, et al., C.A. No. 2017-0833-AGB. The lawsuit named as defendants all directors of 21CF and the Estate of Roger Ailes (the “Ailes Estate”), and named 21CF as a nominal defendant. The plaintiff alleged that the directors of 21CF and Rupert Murdoch as a purported controlling stockholder breached their fiduciary duties by, among other things, failing to properly oversee the work environment at FOX News. The plaintiff also brought claims of breach of fiduciary duty and unjust enrichment against the Ailes Estate.

On November 20, 2017, the parties reached an agreement to settle the lawsuit and filed a Stipulation and Agreement of Settlement, Compromise, and Release with the Court (the “Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, the parties agreed that the director defendants and the Ailes Estate would cause their insurers to make a payment in the amount of $90 million to 21CF, less approximately $22 million of attorneys’ fees and expenses awarded by the Court to the plaintiff’s counsel. Such amount was paid pursuant to an agreement reached between the defendants and their directors’ and officers’ liability insurers for the payment of insurance proceeds, subject to a claims release. In addition to the payment to 21CF, the Settlement Agreement provides that 21CF shall put in place governance and compliance enhancements, including the creation of the FOX News Workplace Professionalism and Inclusion Council, as set forth in the Non-Monetary Relief Agreement agreed to by the parties in connection with the Settlement Agreement. These governance and compliance enhancements, which 21CF has implemented, shall remain in effect for five years. No stockholder objected to either the settlement or the proposed fee award at the settlement hearing on February 9, 2018. The Court approved the settlement and entered a final order and judgment on February 9, 2018. Accordingly, 21CF received a cash payment and a net settlement of $68 million was recorded in Other, net in the Company’s Statement of Operations for fiscal 2018.

U.K. Newspaper Matters Indemnity

In connection with the separation of 21CF and News Corporation in June 2013, 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the Separation Agreement, certain costs and liabilities related to the U.K. Newspaper

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Matters Indemnity were assumed by the Company. The liability recorded in the Balance Sheets related to the indemnity was approximately $50 million as of June 30, 2019 and 2018.

Other

The Company establishes an accrued liability for legal 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 above 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.

The Company’s operations are subject to tax 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 Distribution) 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 requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the Internal Revenue Service in amounts that the Company cannot quantify.

NOTE 14. PENSION AND OTHER POSTRETIREMENT BENEFITS

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 Company has a legally enforceable obligation to contribute to some plans and is not required to contribute to others. The plans include both defined benefit pension plans and employee non-contributory and employee contributory accumulation plans covering all eligible employees. The Company makes contributions in accordance with applicable laws or contract terms.

Plans that are sponsored by the Company (“Direct Plans”) are accounted for as defined benefit pension plans. Accordingly, the funded and unfunded position of each Direct 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) income net of taxes, and they are systematically amortized as a component of net periodic benefit cost. The Company’s benefit obligation for Direct Plans is calculated using assumptions which the Company reviews on a regular basis. The funded status of the Direct 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 2019, 2018 and 2017.

Prior to the Distribution, certain of the Company’s employees participated in defined benefit pension and postretirement plans sponsored by 21CF (“Shared Plans”), which include participants of other 21CF subsidiaries. Shared Plans were accounted for as multiemployer benefit plans. Therefore, no asset or liability was recorded to recognize the funded status. The related pension expenses allocated to the Company were based primarily on benefits earned by active employees and accounted for in a manner similar to a defined contribution plan. In contemplation of the Separation, the pension and postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees were transferred to the Company in fiscal 2019. Assets of $630 million, projected benefit obligations of $765 million and $188 million of accumulated other comprehensive loss ($143 million, net of tax) were recorded for pension benefits transferred from 21CF. Projected benefit obligations of $98 million and $18 million of accumulated other comprehensive loss ($14 million, net of tax) were recorded for postretirement benefits transferred from 21CF.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company uses a June 30 measurement date for all Direct 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 Direct Plans:

	Pension benefits						Postretirement benefits
	As of June 30,
	2019			2018			2019			2018
	(in millions)
Projected benefit obligation, beginning of the year	$	322		$	350		$	-		$	-
Service cost		19			2			1			-
Interest cost		30			10			2			-
Benefits paid		(17	)		(12	)		(1	)		-
Settlements(a)		(16	)		(21	)		-			-
Actuarial losses (gains)(b)		148			(7	)		4			-
Liabilities assumed from 21CF		765			-			98			-
Other		4			-			(1	)		-

Projected benefit obligation, end of the year		1,255			322			103			-

Change in the fair value of plan assets for the Company's benefit plans:
Fair value of plan assets, beginning of the year		70			70			-			-
Actual return on plan assets		50			3			-			-
Employer contributions		83			30			1			-
Benefits paid		(17	)		(12	)		(1	)		-
Settlements(a)		(16	)		(21	)		-			-
Assets received from 21CF		630			-			-			-

Fair value of plan assets, end of the year		800			70			-			-

Funded status(c)	$	(455	)	$	(252	)	$	(103	)	$	-

Grantor Trust assets(c)	$	249		$	265		$	-		$	-

(a)	Represents the full settlement of former employees deferred pension benefit obligations through lump sum payments.

(b)	The actuarial losses (gains) for June 30, 2019 and 2018 were mainly 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. Prior to the Distribution, the assets of the Grantor Trust were held by an irrevocable grantor trust of 21CF (the “21CF Grantor Trust”).

Amounts recognized in the Balance Sheets consist of:

	Pension benefits						Postretirement benefits
	As of June 30,
	2019			2018			2019			2018
	(in millions)
Accrued pension liabilities	$	(455	)	$	(252	)	$	(103	)	$	-

Net amount recognized	$	(455	)	$	(252	)	$	(103	)	$	-

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Amounts recognized in Accumulated other comprehensive (loss) income, before tax, consist of:

	Pension benefits				Postretirement benefits
	As of June 30,
	2019		2018		2019		2018
	(in millions)
Actuarial losses(a)	$	385	$	80	$	22	$	-
Prior service cost		3		5		-		-

Net amounts recognized	$	388	$	85	$	22	$	-

(a)	The increase in actuarial losses was primarily related to the accumulated actuarial losses transferred to the Company from 21CF of $188 million and $18 million for pension and postretirement benefits, respectively, and the change in the discount rate assumption utilized in measuring plan obligations.

Amounts in Accumulated other comprehensive (loss) income, before tax, expected to be recognized as a component of net periodic benefit costs in fiscal 2020:

	As of June 30, 2019
	Pension benefits		Postretirement benefits
	(in millions)
Actuarial losses	$	28	$	1

Net amounts expected to be recognized	$	28	$	1

Accumulated pension benefit obligations as of June 30, 2019 and 2018 were $1,113 million and $311 million, respectively. For the Direct Plans, the accumulated benefit obligation exceeds fair value of the plan assets. Information about funded and unfunded pension plans is presented below:

	Funded plans				Unfunded plans
	As of June 30,
	2019		2018		2019			2018
	(in millions)
Projected benefit obligation	$	976	$	82	$	279		$	240
Accumulated benefit obligation		842		82		271			229
Fair value of plan assets		800		70		-	(a)		-	(a)

(a)	The fair value of the assets in the Grantor Trust as of June 30, 2019 and 21CF Grantor Trust attributable to the Company as of June 30, 2018 was $249 million and $265 million, respectively.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The components of periodic benefit costs were as follows:

	Pension benefits									Postretirement benefits
	For the years ended June 30,
	2019			2018			2017			2019			2018		2017
	(in millions)
Service cost benefits earned during the period	$	19		$	2		$	2		$	1		$	-	$	-
Interest costs on projected benefit obligations		30			10			9			2			-		-
Expected return on plan assets		(30	)		(5	)		(4	)		-			-		-
Amortization of deferred losses		11			3			3			1			-		-
Other		7			1			1			(1	)		-		-

Net periodic benefit costs- Direct plans		37			11			11			3			-		-
Shared Plans		14			33			39			4			7		9

Net periodic benefit costs- Total		51			44			50			7			7		9

Settlement loss
Direct Plans		-			4			4			-			-		-
Shared Plans		-			49			21			-			-		-

Total periodic benefit costs	$	51		$	97		$	75		$	7		$	7	$	9

The components of net periodic benefit costs other than the service cost component are included in Other, net in the Statements of Operations.

	Pension benefits									Postretirement benefits
	For the years ended June 30,
	2019			2018			2017			2019			2018	2017
Additional information
Weighted-average assumptions used to determine benefit obligations
Discount rate		3.6	%		4.2	%		3.8	%		3.6	%	N/A	N/A
Weighted-average assumptions used to determine net periodic benefit costs
Discount rate for service cost		4.6	%		4.1	%		4.3	%		4.4	%	N/A	N/A
Discount rate for interest cost		4.1	%		3.1	%		2.7	%		3.9	%	N/A	N/A
Expected return on plan assets		7.0	%		7.0	%		7.0	%	N/A			N/A	N/A

N/A – not applicable.

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 2019
Health care cost trend rate		7.8	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		4.5	%
Year that the rate reaches the ultimate trend rate		2039

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

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

to measure the Company’s benefit obligation at the end of the fiscal year and include benefits attributable to estimated future employee service:

	Expected benefit payments
	Pension benefits		Postretirement benefits
	(in millions)
Fiscal year
2020	$	53	$	5
2021		56		5
2022		54		5
2023		56		5
2024		60		6
2025-2029		344		28

The above table shows expected benefits payments for the postretirement benefits net of a nominal amount of U.S. Medicare subsidy receipts per year.

Plan Assets and Grantor Trust

The Company applies the provisions of ASC 715, which requires disclosures including: (i) investment policies and strategies; (ii) the major categories of plan assets; (iii) the inputs and valuation techniques used to measure plan assets; (iv) the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and (v) significant concentrations of risk within plan assets.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The table below presents the Company’s plan assets by level within the fair value hierarchy, as described in Note 6—Fair Value, as of June 30, 2019:

	As of June 30, 2019
			Fair value measurements at reporting date using					Assets measured
	Total		Level 1			Level 2		at NAV(a)
	(in millions)
ASSETS
Pooled funds(b)
Money market funds	$	83	$	-		$	83	$	-
Domestic equity funds		72		72			-		-
International equity funds		132		132			-		-
International fixed income funds		39		-			-		39
Balanced funds		198		136			-		62
Common stocks(c)
U.S. common stocks		131		131			-		-
Government and Agency obligations(d)
Domestic government obligations		17		-			17		-
Domestic agency obligations		12		-			12		-
Corporate obligations(d)		44		-			44		-
Partnership interests		13		-			-		13
Exchange traded funds(c)		32		32			-		-
Other		27		(3	)		30		-

Total fair value of plan assets	$	800	$	500		$	186	$	114

(a)	As a practical expedient, pooled funds are valued at the net asset value (“NAV”) provided by the fund issuer and partnership interests are based on the fair value obtained from the general partner.

(b)	Open-ended pooled funds that are registered and/or available to the general public are valued at the daily published NAV.

(c)	Common stock investments that are publicly traded and exchange traded funds are valued at the closing price reported on active markets in which the securities are traded.

(d)	The fair value of corporate, government and agency obligations are valued based on a compilation of primary observable market information or a broker quote in a non-active market.

In fiscal 2018, the Company had an undivided interest in a master trust (the “21CF Master Trust”) which was held by 21CF. The fair value of the Company’s undivided interest in the net assets of the 21CF Master Trust was $70 million as of June 30, 2018.

The Company’s investment strategy for its pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to minimize the cost of providing pension benefits while maintaining adequate funding levels. The Company’s practice is to conduct a periodic review of its asset allocation. The Company’s current broad strategic targets are to have a pension asset portfolio comprising of 50% equity securities, 25% fixed income securities and 25% in other investments. In developing the expected long-term rate of return, the Company considered the pension asset portfolio’s future return expectations of the various asset classes. A portion of the other allocation is reserved in short-term cash to provide for expected benefits to be paid in the short-term. The Company’s equity portfolios are managed in such a way as to achieve optimal diversity. The Company’s fixed income portfolio is investment grade in the aggregate. The Company does not manage any assets internally.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company’s benefit plan weighted-average asset allocations, by asset category, are as follows:

	Pension benefits
	As of June 30, 2019
Asset Category
Equity securities		47	%
Fixed income securities		18
Other, including cash		35

Total		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.

In addition, the Company has established the Grantor Trust to satisfy the Company’s unfunded pension obligations. The table below presents the assets by level within the fair value hierarchy, as described in Note 6—Fair Value, for the Grantor Trust as of June 30, 2019 and for the 21CF Grantor Trust as of June 30, 2018:

	As of June 30, 2019
	Total		Level 1		Assets measured at NAV
	(in millions)
Assets
Balanced funds	$	213	$	213	$	-
Partnership interests(a)		15		-		15

Total(b)	$	228	$	213	$	15

	As of June 30, 2018
	Total		Level 1		Assets measured at NAV
	(in millions)
Assets
Balanced funds	$	205	$	205	$	-
Partnership interests(a)		15		-		15

Total(b)	$	220	$	205	$	15

(a)	As a practical expedient, partnership interests held in the Grantor Trust and 21CF Grantor Trust are based on the fair value obtained from the general partner.

(b)	The fair value of the assets in the Grantor Trust as of June 30, 2019 and the 21CF Grantor Trust attributable to the Company as of June 30, 2018 was $249 million and $265 million, respectively. The remaining assets held by the Grantor Trust and 21CF Grantor Trust not presented in the table above are cash and cash equivalents.

Defined Contribution Plans

The Company has defined contribution plans for the benefit of substantially all employees meeting certain eligibility requirements. Employer contributions to such plans were $39 million, $38 million and $34 million for fiscal 2019, 2018 and 2017, respectively.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 15. INCOME TAXES

For purposes of the Company’s Financial Statements for the periods prior to the Distribution, the income tax provision in the Statements of Operations was calculated as if FOX filed a separate tax return and was operating as a standalone business. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of FOX’s actual tax balances prior to or subsequent to the Distribution.

Income before income tax (expense) benefit was attributable to the U.S. jurisdiction. Significant components of the Company’s provision for income taxes were as follows:

	For the years ended June 30,
	2019		2018			2017
	(in millions)
U.S.
Federal	$	127	$	481		$	638
State, local and other		68		64			102
		-
Total current		195		545			740

Deferred		386		(603	)		92

Provision for income taxes	$	581	$	(58	)	$	832

The reconciliation of income tax computed at the statutory rate to income tax (expense) benefit was:

	For the years ended June 30,
	2019			2018				2017
U.S. federal income tax rate		21	%		28		%		35		%
Impact of U.S. tax reform(a)		-			(28	)			-
State and local taxes		4			4				4
Adjustments for tax matters, net		-			(1	)			-
Valuation allowance movements		-			(3	)			1
Domestic production activities deduction		-			(2	)			(3	)
Other		1			(1	)			-

Effective tax rate		26	%		(3	)	%		37		%

(a)	See Note 2—Summary of Significant Accounting Policies under the heading “U.S. Tax Reform.”

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following is a summary of the components of the deferred tax accounts:

	As of June 30,
	2019			2018
	(in millions)
Deferred tax assets
Basis difference(a)	$	4,574		$	-
Net operating loss carryforwards		107			11
Accrued liabilities		5			44
Pension benefit obligations		50			61
Equity-based compensation		17			44
Other		68			65

Total deferred tax assets		4,821			225
Deferred tax liabilities
Basis difference(a)		-			(773	)
Sports rights contracts		(164	)		(478	)

Total deferred tax liabilities		(164	)		(1,251	)

Net deferred tax asset (liability) before valuation allowance		4,657			(1,026	)
Less: valuation allowance		(6	)		(45	)

Total net deferred tax assets (liabilities)	$	4,651		$	(1,071	)

(a)

As of June 30, 2019, the Company had $107 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.

The net decrease in the valuation allowance to $6 million as of June 30, 2019 was primarily due to the Distribution (See Note 1—Description of Business and Basis of Presentation under the heading “Basis of Presentation”).

The following table sets forth the change in the uncertain tax positions, excluding interest and penalties:

	For the years ended June 30,
	2019			2018			2017
	(in millions)
Balance, beginning of year	$	91		$	110		$	102
Additions for prior year tax positions		7			1			7
Additions for current year tax positions		9			-			11
Reduction for prior year tax positions		(13	)		(20	)		(10	)

Balance, end of year	$	94		$	91		$	110

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 $26 million and $20 million as of June 30, 2019 and 2018, respectively, and the amounts of interest income/expense recorded in each of the three fiscal years 2019, 2018 and 2017 were not material.

The Company is subject to tax 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 combined financial condition, future results of operations or liquidity. The net increase to the balance of uncertain tax positions in fiscal 2019 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, 2019 and 2018, $74 million and $72

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

million, respectively, would affect the Company’s effective income tax rate, if the Company’s position with respect to the uncertainties is sustained.

NOTE 16. SEGMENT INFORMATION

The Company is a news, sports and entertainment company, which manages and reports its businesses in the following segments:

	•	Cable Network Programming, which principally consists of the production and licensing of news and sports content distributed primarily through cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”) and online multi-channel video programming distributors (“digital MVPDs”), primarily in the U.S.

	•	Television, which principally consists of the acquisition, marketing and distribution of broadcast network programming nationally under the FOX brand and the operation of 28 full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, 17 are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station.

	•	Other, Corporate and Eliminations, which principally consists of corporate overhead costs, intracompany eliminations and the FOX Studios lot. The FOX Studios 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.

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.

Beginning with the announcement of the Company’s financial results for the third quarter of fiscal 2019, the Company has renamed as “Segment EBITDA” the measure that it previously referred to as “Segment OIBDA”. The definition of this measure has not changed: 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, Interest income, Other, net and Income tax (expense) benefit. 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.

Management believes that information about Total Segment EBITDA assists all users of the Company’s Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. Total Segment EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Segment EBITDA and Total Segment EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Total Segment EBITDA may be 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 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. Total Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table reconciles Income before income tax (expense) benefit to Total Segment EBITDA for fiscal 2019, 2018 and 2017:

	For the years ended June 30,
	2019			2018		2017
	(in millions)
Income before income tax (expense) benefit	$	2,224		$	2,170	$	2,241
Add
Amortization of cable distribution investments		38			53		57
Depreciation and amortization		212			171		169
Impairment and restructuring charges		26			16		165
Interest expense		203			43		23
Interest income		(41	)		-		-
Other, net		19			39		131

Total Segment EBITDA	$	2,681		$	2,492	$	2,786

The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2019, 2018 and 2017:

	For the years ended June 30,
	2019			2018			2017
	(in millions)
Revenues
Cable Network Programming	$	5,381		$	5,049		$	4,323
Television		5,979			5,106			5,600
Other, Corporate and Eliminations		29			(2	)		(2	)

Total revenues	$	11,389		$	10,153		$	9,921
Segment EBITDA
Cable Network Programming	$	2,495		$	2,308		$	2,055
Television		470			379			909
Other, Corporate and Eliminations		(284	)		(195	)		(178	)

Total Segment EBITDA	$	2,681		$	2,492		$	2,786

Revenues by Segment by Component

	For the years ended June 30,
	2019		2018			2017
	(in millions)
Cable Network Programming
Affiliate fee	$	3,804	$	3,541		$	3,059
Advertising		1,184		1,120			1,075
Other		393		388			189

Total Cable Network Programming revenues		5,381		5,049			4,323

Television
Advertising		3,872		3,478			4,076
Affiliate fee		1,708		1,382			1,235
Other		399		246			289

Total Television revenues		5,979		5,106			5,600

Other, Corporate and Eliminations		29		(2	)		(2	)

Total revenues	$	11,389	$	10,153		$	9,921

For fiscal 2019, the Company had one customer that represented approximately 11% of Revenues.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Future Performance Obligations

As of June 30, 2019, approximately $1.9 billion of revenues are expected to be recognized primarily over the next one to three years. The Company’s most significant remaining performance obligations relate to sports rights sublicensing contracts and affiliate contracts with fixed fees. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.

	For the years ended June 30,
	2019		2018		2017
	(in millions)
Depreciation and amortization
Cable Network Programming	$	48	$	38	$	33
Television		96		112		116
Other, Corporate and Eliminations		68		21		20

Total depreciation and amortization	$	212	$	171	$	169

	For the years ended June 30,
	2019		2018		2017
	(in millions)
Capital expenditures
Cable Network Programming	$	83	$	64	$	41
Television		71		89		74
Other, Corporate and Eliminations		81		62		76

Total capital expenditures	$	235	$	215	$	191

	As of June 30,
	2019		2018
	(in millions)
Assets
Cable Network Programming	$	2,584	$	2,430
Television		6,598		6,805
Other, Corporate and Eliminations		9,462		3,611
Investments		865		275

Total assets	$	19,509	$	13,121

	As of June 30,
	2019		2018
	(in millions)
Goodwill and intangible assets, net
Cable Network Programming	$	1,246	$	1,184
Television		3,891		4,024
Other, Corporate and Eliminations		405		405

Total goodwill and intangible assets, net	$	5,542	$	5,613

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 17. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share under ASC 260, “Earnings per Share”:

	For the years ended June 30,
	2019		2018		2017
	(in millions, except per share amounts)

Net income attributable to Fox Corporation stockholders	$	1,595	$	2,187	$	1,372

Weighted average shares - basic and diluted(a)		621		621		621

Net income attributable to Fox Corporation stockholders per share - basic and diluted	$	2.57	$	3.52	$	2.21

(a)

For all periods presented that ended prior to the date of the Distribution, 621 million shares have been utilized for the calculation of basic and diluted earnings per share as no shares of common stock or equity-based awards of the Company were outstanding prior to that date (See Note 2—Summary of Significant Accounting Policies under the heading “Earnings per share” for additional information).

NOTE 18. QUARTERLY DATA (UNAUDITED)

	For the three months ended
	September 30,		December 31,		March 31,		June 30,
	(in millions, except per share amounts)
FISCAL 2019
Revenues	$	2,541	$	3,583	$	2,752	$	2,513
Net income attributable to Fox Corporation stockholders(a)	$	604	$	8	$	529	$	454
Net income attributable to Fox Corporation stockholders per share - basic and diluted(b)	$	0.97	$	0.01	$	0.85	$	0.73
Stock prices(c)
Class A - High	$	-	$	-	$	41.70	$	39.40
Class A - Low	$	-	$	-	$	36.40	$	34.01
Class B - High	$	-	$	-	$	41.02	$	38.74
Class B - Low	$	-	$	-	$	35.67	$	33.68

FISCAL 2018
Revenues	$	2,188	$	3,108	$	2,463	$	2,394
Net income attributable to Fox Corporation stockholders(a)	$	390	$	869	$	457	$	471
Net income attributable to Fox Corporation stockholders per share - basic and diluted(b)	$	0.63	$	1.40	$	0.74	$	0.76

(a)

See Note 5—Inventories, net and Note 20—Additional Financial Information under the heading “Other, net” for details of infrequent items recorded during the fiscal year. In addition, the Company recorded a provisional income tax benefit of $624 million, or $1.01 per basic and diluted share, during the second quarter of fiscal 2018 to reflect the impact of the Tax Act (See Note 2—Summary of Significant Accounting Policies under the heading “U.S. Tax Reform”).

(b)

(c)	The stock prices reflect the reported high and low sales prices for the Class A Common Stock and Class B Common Stock, as reported on NASDAQ under the symbols “FOXA” and “FOX”, respectively, since March 13, 2019, the date that the Company’s Common Stock began "when-issued" trading.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 19. VALUATION AND QUALIFYING ACCOUNTS

	Balance as of beginning of year			Additions			Utilization		Other			Balance as of end of year
	(in millions)
FISCAL 2019
Allowances for doubtful accounts	$	(28	)	$	(15	)	$	8	$	-		$	(35	)
Deferred tax valuation allowance		(45	)		(10	)		-		49	(a)		(6	)

FISCAL 2018
Allowances for doubtful accounts	$	(68	)	$	-		$	40	$	-		$	(28	)
Deferred tax valuation allowance		(143	)		(11	)		109		-			(45	)

FISCAL 2017
Allowances for doubtful accounts	$	(51	)	$	(24	)	$	7	$	-		$	(68	)
Deferred tax valuation allowance		(118	)		(37	)		12		-			(143	)

(a)	Represents the allocation of the deferred tax valuation allowance between 21CF and the Company in accordance with the Distribution (See Note 1—Description of Business and Basis of Presentation under the heading “Basis of Presentation”).

NOTE 20. ADDITIONAL FINANCIAL INFORMATION

Other, net

The following table sets forth the components of Other, net included in the Statements of Operations:

	For the years ended June 30,
	2019			2018			2017
	(in millions)
Net unrealized gains on investments(a)	$	268		$	-		$	-
Transaction costs(b)		(199	)		(103	)		-
U.K. Newspaper Matters Indemnity(c)		(58	)		(29	)		(54	)
Settlement loss related to pension plans(d)		-			(53	)		(25	)
Gain on spectrum relinquishment(e)		12			102			-
Shareholder litigation settlement(f)		-			68			-
Other(g)		(42	)		(24	)		(52	)

Total other, net	$	(19	)	$	(39	)	$	(131	)

(a)	Represents the net unrealized gains related to changes in fair value of the Company’s investments in Roku and The Stars Group which are recognized in the Statements of Operations in accordance with ASC 321 (See Note 6—Fair Value).

(b)	The transaction costs for fiscal 2019 and 2018 are primarily related to the Separation and the Distribution which includes retention related costs.

(c)	See Note 13—Commitments and Contingencies under the heading “U.K. Newspaper Matters Indemnity”.

(d)	The settlement loss was primarily related to the Shared Plans (See Note 14—Pension and Other Postretirement Benefits).

(e)	See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Fiscal 2018”.

(f)	See Note 13—Commitments and Contingencies under the heading “Shareholder Litigation”.

(g)	Other for fiscal 2017 included approximately $50 million of costs related to settlements of claims arising out of allegations of sexual harassment and discrimination at the Company’s FOX News business (See Note 13—Commitments and Contingencies under the heading “FOX News”.

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Other Non-Current Assets

The following table sets forth the components of Other non-current assets included in the Balance Sheets:

	As of June 30,
	2019		2018
	(in millions)
Investments(a)	$	865	$	275
Inventories, net		205		121
Other(b)		455		363
	+
Total other non-current assets	$	1,525	$	759

(a)	Includes investments accounted for at fair value on a recurring basis of $761 million and $257 million as of June 30, 2019 and 2018, respectively (See Note 6—Fair Value). See Note 3—Acquisitions, Disposals and Other Transactions for information on recent investments.

(b)	Other includes $249 million and $265 million of assets in the Grantor Trust as of June 30, 2019 and 21CF Grantor Trust attributable to the Company as of June 30, 2018, respectively (See Note 14—Pension and Other Postretirement Benefits).

Accounts Payable, Accrued Expenses and Other Current Liabilities

The following table sets forth the components of Accounts payable, accrued expenses and other current liabilities included in the Balance Sheets:

	As of June 30,
	2019		2018
	(in millions)
Accrued expenses	$	835	$	530
Program rights payable		514		380
Deferred revenue		169		147
Income taxes payable(a)		6		553
Other current liabilities		188		149

Total accounts payable, accrued expenses and other current liabilities	$	1,712	$	1,759

(a)	The amount of income taxes payable as of June 30, 2018 represents the estimated liability determined using the separate tax return methodology as discussed in Note 1—Description of Business and Basis of Presentation.

Other Liabilities

The following table sets forth the components of Other liabilities included in the Balance Sheets:

	As of June 30,
	2019		2018
	(in millions)
Accrued non-current pension/postretirement liabilities(a)	$	543	$	244
Other non-current liabilities		356		178

Total other liabilities	$	899	$	422

(a)	The increase in accrued non-current pension/postretirement liabilities was primarily related to the pension and other postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees transferred to the Company (See Note 14—Pension and Other Postretirement Benefits).

NOTE 21. SUBSEQUENT EVENTS

In August 2019, the Company announced the entry into a definitive merger agreement for the proposed acquisition of 67% of the equity in Credible Labs Inc. (“Credible”), a U.S. consumer finance marketplace, for Australian dollar 390

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

million (approximately $265 million) in cash (the “Credible Acquisition”). In addition, the Company has agreed to commit up to $75 million of capital to Credible over approximately two years following the closing of the Credible Acquisition. The Credible Acquisition is subject to the receipt of Credible shareholder and regulatory approvals and other customary closing conditions. Subject to the satisfaction or waiver of the closing conditions, the Credible Acquisition is expected to close by December 31, 2019.

Subsequent to June 30, 2019, the Company declared a semi-annual dividend of $0.23 per share on both the Class A Common Stock and the Class B Common Stock. The dividend is payable on October 2, 2019 with a record date for determining dividend entitlements of September 4, 2019.

Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.