Fox (FOXA) 10-K risk factor changes: FY2020 vs FY2019

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

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

The Company also competes for distribution on [removed: various traditional and digital] MVPDs and other third-party digital platforms.

Competition for audiences and/or advertising comes from [added: a variety of sources, including] broadcast television networks; cable television systems and networks; Internet-delivered [removed: free, advertising supported, subscription] [added: platforms such as SVOD] and [removed: rental services; other sources of information] [added: AVOD services] and [removed: entertainment; radio;] [added: mobile, gaming and social media platforms; audio programming; and] print and other media.

Increased competition in the acquisition of programming may also affect the scope of rights we are able to acquire and the cost of such rights, and the [added: future] value of the rights we acquire or retain cannot be predicted with [removed: certainty in the future.][added: certainty.]

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

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

[removed: A decline] [added: Declines] in advertising expenditures could cause the Company’s revenues and operating results to decline significantly in any given period or in specific markets.

[removed: sporting] [added: Our advertising revenues may vary substantially from year to year, driven by major sports] events, such as the NFL’s [removed: Super Bowl] [added: *Super Bowl*] and the FIFA [removed: World Cup] [added: *World Cup*] and by the state, congressional and presidential elections cycles.

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

[removed: A decline] [added: Declines] in the economic prospects of advertisers or the economy in general [removed: could] [added: can] alter current or prospective advertisers’ spending priorities.

Demand for the Company’s programming as measured by ratings points is a key factor in determining [added: the] advertising rates [removed: and] [added: as well as] the affiliate rates [removed: received by] the [removed: Company.][added: Company receives.]

In addition, [added: as described above,] newer [removed: technologies, including new video formats, streaming and downloading capabilities via the Internet, video-on-demand, portable digital video devices and other devices and] technologies [added: and platforms] are increasing the number of media and entertainment choices available to audiences.

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

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

[removed: A decrease in advertising expenditures, reduced demand for the Company’s programming] or the inability to obtain market ratings that adequately measure demand for the Company’s content on all platforms could lead to a reduction in pricing and advertising spending, which could have a material adverse effect on the Company’s [removed: businesses,] [added: business,] financial condition or results of operations.

The [removed: loss of affiliation and carriage agreements] [added: inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all,] could cause the Company’s [removed: revenues] [added: advertising] and [removed: operating results] [added: affiliate fee revenues] to decline significantly in any given period or in specific markets.

The Company [removed: maintains] [added: depends on] affiliation and carriage arrangements that enable it to reach a large percentage of households through [removed: traditional] MVPDs and third party-owned television stations.

[removed: A significant decline in the number of traditional] [added: The inability to enter into or renew] MVPD arrangements [added: on favorable terms,] or [added: at all, or] the loss of carriage on [removed: their] [added: MVPDs’] basic programming tiers could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time.

The loss of [removed: traditional] favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s revenues from affiliate fees.

[removed: Consolidation] [added: These risks are exacerbated by consolidation] among traditional MVPDs, their increased vertical integration into the cable or broadcast network business and [added: their use of] alternative technologies to offer their subscribers access to local broadcast network [removed: programming] [added: programming, which] have provided traditional MVPDs with [removed: more leverage, which could adversely affect the Company’s ability to maintain or obtain distribution for its owned and operated television stations and network programming on favorable or commercially reasonable terms, or at all.][added: greater negotiating leverage.]

In addition, if the Company and [removed: a traditional] [added: an] MVPD reach an impasse in contract renewal negotiations, the Company’s networks and owned and operated television stations could become unavailable to the [removed: traditional] MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the [removed: traditional] MVPD, could have a negative impact on the Company’s revenues from affiliate fees and advertising.

The Company also depends on the maintenance of affiliation agreements [added: and license agreements] with third party-owned television stations to distribute the FOX Network and [removed: MyNetworkTV.][added: MyNetworkTV in markets where the Company does not own television stations.]

[removed: Consolidation among television station group owners could increase their negotiating leverage and there] [added: There] can be no assurance that these affiliation [added: and license] agreements will be renewed in the future on terms [removed: acceptable] [added: favorable] to the Company.

[removed: A significant decline in the number of] [added: The inability to enter into] affiliation [added: or licensing] arrangements with third-party owned television stations [added: on favorable terms] could reduce [removed: the] distribution of the FOX Network and MyNetworkTV and [added: the inability to enter into such affiliation or licensing arrangements for the FOX Network on favorable terms could] adversely affect the Company’s [added: affiliate fee revenues and its] ability to sell national advertising time.

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

If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate [added: fee] revenues received in connection with our sports programming.

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

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

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

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

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

Programming [removed: rights,] [added: rights agreements,] retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable.

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

As these contracts expire, [added: we may seek] renewals on favorable [removed: terms may be sought;] [added: terms;] however, third parties may outbid [removed: the current rights holders] [added: us] for the rights contracts.

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

Upon renewal, the Company’s results could be adversely affected if escalations in programming rights costs are unmatched by increases in advertising and affiliate [added: fee] revenues.

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

The Company’s failure to obtain or retain rights to popular content, or a decline in the ratings or popularity of the Company’s news, sports or entertainment television programming, which could be a result of the loss of talent or rights to certain programming, could adversely affect advertising revenues in the near term and, over a longer period of time, adversely affect affiliate [added: fee] revenues.

Factors that affect economic conditions include the rate of unemployment, the level of consumer confidence, changes in consumer spending habits, political [added: and sociopolitical] uncertainties and potential changes in trade relationships between the U.S. and other countries.

The COVID-19 pandemic and other widespread health emergencies or pandemics could materially adversely affect the Company’s business, financial condition or results of operations.

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

In June 2020, the National Bureau of Economic Research declared that the United States economy has entered a recession.

Weak economic conditions and increased volatility and disruption in the financial markets pose risks to the Company and its business partners, including advertisers whose expenditures tend to reflect overall economic conditions.

The COVID-19 pandemic has caused some of the Company’s advertisers (including, in particular, local market advertisers) to reduce their spending, and future declines in the economic prospects of advertisers or the economy in general could negatively impact their advertising expenditures further.

Depending on the duration and severity of the recession, it could lead to changes in consumer behavior, including increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, that adversely affect the Company’s affiliate fee and advertising revenues.

The Company’s business depends on the volume and popularity of the content it distributes, particularly sports content.

Following the COVID-19 outbreak, sports events to which the Company has broadcast rights have been cancelled or postponed and the production of certain entertainment content the Company acquires has been suspended.

These content disruptions have adversely affected the Company’s advertising revenues and there could be additional adverse impacts on advertising revenues in the future.

Although some of these sports events and productions have resumed or are expected to resume during the first quarter of fiscal 2021, there may be additional content disruptions in the future.

Depending on their duration and severity, these disruptions could materially adversely affect the Company’s future advertising revenues and, over a longer period of time, its future affiliate fee revenues.

To the extent the pandemic further negatively impacts the Company’s ability to air sports events, particularly MLB, NFL or college sports, it could result in a significantly greater adverse effect on the Company’s business, financial condition or results of operations than the Company has experienced thus far.

In addition, shifting sports schedules may negatively impact the Company’s ability to attract viewers and advertisers to its sports and entertainment programming.

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

More information about these risks is presented below, as well as information about other risks the pandemic may exacerbate, such as those relating to data privacy, data security, legal and regulatory changes, damage to the Company’s brands and reputation, and the ability to realize the strategic goals of the Company’s investments.

The COVID-19 pandemic also poses risks related to measures aimed at preventing the spread of the virus, such as shelter in place orders, business shutdowns, quarantines and travel bans and restrictions.

These measures have affected and may further affect the Company’s workforce and operations, as well as those of its business partners.

For example, where possible, Company employees began working remotely in March 2020.

As and when employees return to their places of work, it poses various risks to the Company, including compliance and litigation risks, and subjects the Company to increased operating costs relating to efforts to safeguard our employees.

The magnitude of the impact of the COVID-19 pandemic on the Company is highly uncertain and subject to change and will depend on evolving factors beyond the Company’s control.

These include the duration and extent of the pandemic, including whether there is a “second-wave,” increases or spikes in the number of cases, or future mutations or related strains of the virus; the duration and extent of the recession, the pace of economic recovery and the economic and operating conditions facing the Company and others in the pandemic’s aftermath; the effect of governmental actions; and potential changes in consumer behavior.

Changes in consumer behavior and evolving technologies and distribution platforms may adversely affect the Company’s business, financial condition and results of operations.

The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve and new distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams.

Consumer preferences have evolved towards digital services and other subscription services and there has been a substantial increase in the availability of programming with reduced advertising or without advertising at all.

Examples include the convergence of television telecasts and digital delivery of programming to televisions and other devices, video-on-demand platforms, user-generated content sites, and simultaneous streaming of telecast content that allows viewers to consume content on demand and in remote locations while avoiding traditional advertisements or subscription payments.

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

In addition, consumers are increasingly using time-shifting and advertising-blocking technologies that enable them to fast-forward or circumvent advertisements.

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

Changes in consumer behavior and technology have also had an adverse impact on traditional MVPDs that deliver the Company’s broadcast and cable networks to consumers.

Consumers are increasingly turning to alternative offerings, including SVOD and AVOD services and mobile and social media platforms, which has contributed to industry-wide declines in subscribers to traditional MVPD services over the last several years.

These declines are expected to continue and possibly accelerate in the future.

If consumers increasingly favor alternative offerings over traditional MVPD subscriptions, the Company may continue to experience a decline in viewership and ultimately demand for its programming, which could lead to lower affiliate fee and advertising revenues.

Changing distribution models may also negatively impact the Company’s ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on our business, financial condition or results of operations.

Our affiliate fee and advertising revenues also may be adversely affected by consumers’ use of antennas (and their integration with set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.

To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes.

The Company continues to focus on expanding its brands and products beyond traditional linear platforms.

A decrease in advertising expenditures, reduced demand for the Company’s programming

Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners.

If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s affiliate fee and advertising revenues could be negatively affected.

As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services, which have had a negative impact on the number of subscribers to the Company’s networks.

The Company must respond to changes in consumer behavior as a result of new technologies in order to remain competitive.

Technology, particularly digital technology used in the entertainment industry, continues to evolve rapidly, leading to alternative methods for the delivery and storage of digital content.

Content owners are increasingly delivering their content directly to consumers over the Internet and innovations in distribution platforms have enabled consumers to view such Internet-delivered content on televisions and portable devices.

The growth of direct to consumer video offerings, including video-on-demand, downloadable content and simultaneous live streaming of broadcast content including on social media, offerings by traditional MVPDs of smaller packages of programming to customers at price points lower than traditional offerings and the trend of consumers “cord-cutting” or cancelling their traditional MVPD subscriptions could adversely affect demand for our cable channels.

Enhanced Internet capabilities and other new media may reduce television viewership, which could negatively affect the Company’s revenues.

In addition, increased video consumption through streaming apps, online video distributors and social media with no advertising or less advertising than on video programming networks, time shifted viewing of television programming and the use of DVRs to skip advertisements could also negatively affect the Company’s advertising revenues.

There is a risk that the Company’s responses to these changes and strategies to remain competitive, or failure to effectively anticipate or adapt to new market changes, could adversely affect our business.

Our advertising revenues may vary substantially from year to year, driven by major

These technological developments could affect the attractiveness of the Company’s offerings to advertisers.

For example, any decrease in the

The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms could cause the Company’s affiliate and advertising revenue to decline significantly in any given period or in specific markets.

The Company’s businesses, financial condition and results of operations may be adversely affected by weak economic conditions.

Unfavorable publicity regarding our content, the actions of advertisers featured on our broadcast television and cable networks, and governmental scrutiny or fines, could adversely affect the Company’s reputation and brands.

and systems.

There can be no assurance that these news, sports and entertainment

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

In addition, in connection with the Transaction, the Company’s Board of Directors adopted a stockholder rights agreement pursuant to which each outstanding share of the Company’s common stock has attached to it a right entitling its holder to purchase from the Company additional shares of its class A common stock and class B common stock, as applicable, in the event that a person or group acquires beneficial ownership of 15% or more of the then outstanding class B common stock or 15% of the combined class A common stock and class B common stock, without approval of the Company’s Board of Directors, subject to certain exceptions, including for persons beneficially owning 15% or more of the Company’s class B common Stock as of the date of adoption of the rights agreement.

The stockholder rights agreement could make it more difficult for a third-party to acquire the Company’s voting common stock without the approval of its Board of Directors.

The rights expire on November 15, 2019.

The Company’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which the Company is subject following the Transaction.

If the Company is unable to achieve and maintain effective internal controls, the Company’s results of operations, cash flows and financial condition could be materially adversely affected.

The Company’s financial results were previously included within the consolidated results of 21CF, and the Company believes that its reporting and control systems were appropriate for those of subsidiaries of a public company.

However, the Company was not directly subject to the reporting and other requirements of the Exchange Act.

As a result of the Transaction, the Company is directly subject to reporting and other obligations under the Exchange Act.

Beginning with the Company’s annual report on Form 10-K for the fiscal year ending June 30, 2020, the Company will be required to comply with Section 404 of the Sarbanes Oxley Act of 2002, as amended, which will require annual management assessments of the effectiveness of the Company’s internal control over financial reporting and a report by the Company’s independent registered public accounting firm.

These reporting and other obligations will place significant demands on the Company’s management and administrative and operational resources, including accounting resources.

To comply with these requirements, the Company is relying in part on 21CF to provide it with services on a transitional basis under the transition services agreement that are similar to some of the financial, administrative and other resources it provided the Company prior to the Transaction.

If the Company fails to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, the Company’s business, financial condition or results of operations may be adversely affected.

| | • | Prior to the Transaction, the Company operated as part of 21CF’s broader corporate organization, and 21CF provided various corporate services for the Company, including information technology, tax administration, |

| | • | The Company’s historical financial information does not reflect changes the Company has experienced, and expects to experience, as a result of the Transaction, including changes in the Company’s cost structure, personnel needs, tax structure, financing and business operations. As part of 21CF, the Company enjoyed certain benefits from 21CF’s operating diversity, size, purchasing power, borrowing leverage and available capital for investments, and the Company lost certain of these benefits following the Transaction. As a standalone, publicly traded company, the Company may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets on terms as favorable to the Company as those that were available to the Company as part of 21CF prior to the Transaction. |

Following the Transaction, the Company has been responsible for the additional costs associated with being a standalone, publicly traded company, including costs related to corporate governance, investor and public relations and public reporting.

The Company may also face reduced purchasing power with respect to certain enterprise-wide purchases, such as certain third party services, certain off-the-shelf software licenses and other information technology hardware and software.

Relatedly, the Company’s historical financial data does not include an allocation of interest expense comparable to the interest expense the Company has incurred as a result of the Transaction and also does not reflect expected additional recurring costs related to FOX operating as a standalone, publicly traded company, which could range between $225 million and $250 million on an annual basis.

See Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction.

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, [removed: 354,328,270] [added: 354 million] and [removed: 266,173,651] [added: 266 million] 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.

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), [removed: the] FOX [removed: Network,] [added: Entertainment,] FOX Sports, FOX Television Stations, and sports cable networks FS1, FS2, FOX Deportes and Big Ten [removed: Network (collectively, the “FOX business”),] [added: Network,] and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities.

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 [removed: Networks.][added: Networks, which were sold by Disney during calendar year 2019.]

This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of [removed: the] [added: all such] tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of [removed: Disney.][added: Disney (See Note 22—Subsequent Events to the accompanying Financial Statements).]

This [removed: will result] [added: resulted] in estimated annual tax deductions of approximately $1.5 billion, principally over the next [removed: 15] [added: several] 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 [added: approximately] 25%.

These include the Separation Agreement, a tax matters agreement, [removed: a] transition services [removed: agreement,] [added: agreements,] as well as agreements relating to intellectual property licenses, employee matters, commercial arrangements and a studio lot lease (See Note 1—Description of Business and Basis of [added: Presentation to the accompanying Financial Statements under the heading “The Distribution” for additional information).]

[removed: Presentation] [added: Other, net—See Note 21—Additional Financial Information] to the accompanying Financial Statements [removed: of FOX] under the heading [removed: “The Distribution” for additional information).][added: “Other, net.”]

[removed: Basis] [added: *Basis] of [removed: Presentation][added: Presentation*]

Prior to the Distribution, [added: which occurred on March 19, 2019,] 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 [removed: Financial Statements as of June 30, 2018 and] [added: financial statements] for the [removed: years] [added: year] ended June 30, 2018 [removed: and 2017] are presented on a combined basis as the Company was not a separate consolidated group prior to the Distribution.

The [removed: Company became a separate consolidated group as a result of the Distribution, and the] Company’s [removed: Financial Statements] [added: financial statements] as of [removed: June 30, 2019] and for the [removed: year] [added: years] ended June 30, [added: 2020 and] 2019 are presented on a consolidated basis.

The Consolidated and Combined Statements of Operations [removed: include] [added: for the years ended June 30, 2019 and 2018 include, for the periods prior to March 19, 2019,] 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.

These expenses [removed: have been] [added: were] 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.

[removed: The Company estimates that the total recurring costs beyond the amounts allocated to FOX in these Financial Statements through the Distribution, in accordance with SEC guidance, could range between $225 million and $250 million on an annual basis, which] [added: In addition, fiscal 2019 includes equity-based compensation] costs [removed: include the impact] of [added: approximately $15 million related to] the initial grant of restricted stock units and stock options under the Fox Corporation 2019 Shareholder Alignment Plan (See Note [removed: 11—Equity-Based] [added: 12—Equity-Based] Compensation to the accompanying Financial [removed: Statements of FOX).][added: Statements).]

| | • | [removed: Overview] [added: Overview] of the Company’s [removed: Business—This] [added: Business—This] section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) [removed: 2019] [added: 2020] or early fiscal [removed: 2020] [added: 2021] that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. |

| | • | [removed: Results] [added: Results] of [removed: Operations—This] [added: Operations—This] section provides an analysis of the Company’s results of operations for fiscal [added: 2020,] 2019 and 2018. This analysis is presented on both a consolidated/combined and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. |

| | • | [removed: Liquidity] [added: Liquidity] and Capital [removed: Resources—This] [added: Resources—This] section provides an analysis of the Company’s cash flows for fiscal [added: 2020,] 2019 and 2018, as well as a discussion of the Company’s outstanding debt and [removed: commitments] [added: commitments, both firm and contingent,] that existed as of June 30, [removed: 2019.] [added: 2020.] Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements. |

| | • | [removed: Critical] [added: Critical] Accounting [removed: Policies—This] [added: Policies—This] section discusses accounting policies considered important to the Company’s financial condition and results of operations, and which require significant judgment and estimates on the part of management in application. In addition, Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements [removed: of FOX] summarizes the Company’s significant accounting policies, including the critical accounting policy discussion found in this section. |

| | • | [removed: Caution] [added: Caution] Concerning Forward-Looking [removed: Statements—This] [added: Statements—This] section provides a description of the use of forward-looking information appearing in this Annual Report on Form 10-K, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management’s current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Item 1A. “Risk Factors” in this Annual Report for a discussion of the risk factors applicable to the Company. |

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

| | • | [removed: Television,] [added: Television,] which principally consists of the acquisition, marketing and distribution of broadcast network programming nationally under the FOX brand and the operation of [removed: 28] [added: 29] full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, [removed: 17] [added: 18] are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. [added: The Television segment also includes Tubi, Inc. (“Tubi”), a free advertising-supported video-on-demand (“AVOD”) service.] |

| | • | [removed: Other,] [added: Other,] Corporate and [removed: Eliminations,] [added: Eliminations,] which principally consists of [added: the FOX Studio Lot, Credible Labs Inc. (“Credible”),] corporate overhead [removed: costs, intracompany eliminations] [added: costs] and [removed: the FOX Studios lot.] [added: intracompany eliminations.] The FOX [removed: Studios lot,] [added: Studio Lot,] located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. [added: Credible is a U.S. consumer finance marketplace.] |

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

FOX differentiates itself from its competitors by focusing on audiences at [added: a] meaningful scale watching premium content in [removed: real time] [added: real-time] and by attracting sales from advertising customers who want to reach larger audiences within specified time parameters.

As the share of live news and sports consumption has increased across television viewing overall from approximately 23% of all live viewership in calendar [removed: 2014] [added: 2015] to approximately [removed: 30%] [added: 31%] in calendar [removed: 2018,] [added: 2019,] FOX has strategically built one of the most-followed news and sports platforms in the country.

Real-time consumption of live news and sports programming has increased approximately [removed: 9%] [added: 6%] from [removed: 2014] [added: 2015] to [removed: 2018.][added: 2019.]

[removed: Nearly all] [added: All] of our [added: key] networks are offered in all major digital MVPD services and we are cultivating direct interactions between FOX brands and consumers outside of traditional linear television.

For fiscal [removed: 2019,] [added: 2020,] the Company generated revenues of [removed: $11.4] [added: $12.3] billion, of which approximately [removed: 49%] [added: 48%] was generated from affiliate fees, [removed: 44%] [added: approximately 43%] was generated from advertising, and [removed: 7%] [added: approximately 9%] was generated from other operating activities.

Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television [removed: stations;] [added: stations] and (ii) fees received from television stations that are affiliated with the FOX Network.

Affiliate fee revenues are net of the amortization of cable distribution investments (capitalized fees paid to [removed: U.S.] MVPDs typically to facilitate the carriage of a [removed: domestic] cable network).

[removed: Revenues] [added: In addition, advertising revenues] are [removed: impacted by rate changes, changes in the number of subscribers] [added: subject] to [removed: the Company’s content, changes in the expenditures by advertisers, as well] [added: seasonality and cyclicality] as [added: a result of] the impact of state, congressional and presidential elections cycles and [removed: of] special events [removed: impacting advertising revenues, such as] [added: that air on] the [added: Company’s networks, including the] National Football League’s (“NFL”) [removed: Super Bowl,] [added: *Super Bowl*,] which is broadcast on the FOX Network on a rotating basis with other networks, Major League Baseball’s (“MLB”) [removed: World Series,] [added: *World Series*,] and the Fédération Internationale de Football Association (“FIFA”) [removed: World Cup,] [added: *World Cup*,] which occurs every four years (for each of women and men), and other regular and post-season [removed: sporting events delivered to consumers] [added: sports events, including one NFL Divisional playoff game that is aired] on [removed: the Company’s broadcast television and cable networks.][added: a rotating annual basis with another network.]

The profitability of U.S. national sports contracts is based on the Company’s best estimates at June 30, [removed: 2019] [added: 2020] of attributable revenues and costs; such estimates may change in the future and such changes may be significant.

Should revenues decline materially from estimates applied at June 30, [removed: 2019,] [added: 2020,] amortization of rights may be accelerated.

Results of Operations—Fiscal [removed: 2019] [added: 2020] versus Fiscal [removed: 2018][added: 2019]

| | | 2019 | | | | 2018 | | | [removed: | Change | | | | % Change | | | | |]

| | | (in millions, except %) | | | | | | | | | [removed: | | | | | | | |]

| Operating expenses | | | (7,327 | ) | | | (6,505 | ) | | | (822 | ) | | | [removed: 13] [added: (13] | [added: )] | % | |

| Selling, general and administrative | | | (1,419 | ) | | | (1,209 | ) | | | (210 | ) | | | [removed: 17] [added: (17] | [added: )] | % | |

| Depreciation and amortization | | | (212 | ) | | | (171 | ) | | | (41 | ) | | | [removed: 24] [added: (24] | [added: )] | % | |

The Company’s consolidated financial statements for the year ended June 30, 2020 reflect the Company’s results of operations and cash flows as a standalone company, and the Company’s Consolidated Balance Sheets as of June 30, 2020 and 2019 consist of the Company’s consolidated balances.

Consumer preferences have evolved toward alternative offerings, such as subscription video-on-demand (“SVOD”) services, AVOD services, mobile and social media platforms.

At the same time, technological changes have affected advertisers’ options for reaching their target audiences.

There has been a substantial increase in the availability of programming with reduced advertising or without advertising at all.

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

Revenues are impacted by rate changes, changes in the number of subscribers to the Company’s content and changes in the expenditures by advertisers, which continue to be impacted by coronavirus disease 2019 (“COVID-19”) as discussed below.

Consistent with advertising revenues, sports programming and production expenses are subject to seasonality and cyclicality due to the timing of sports events as discussed above.

The Company’s advertising revenues and operating expenses are generally higher and operating cash flows are generally lower in the second quarter of each fiscal year due to the concentration of sports events in the fall, including the broadcast of MLB’s *World Series* and NFL and college football games.

The Other, Corporate and Eliminations segment consists primarily of the FOX Studio Lot, Credible, corporate overhead costs and intracompany eliminations.

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

Weak economic conditions and increased volatility and disruption in the financial markets pose risks to the Company and its business partners, including advertisers whose expenditures tend to reflect overall economic conditions.

The COVID-19 pandemic has caused some of the Company’s advertisers (including, in particular, local market advertisers) to reduce their spending, and future declines in the economic prospects of advertisers or the economy in general could negatively impact their advertising expenditures further.

Depending on the duration and severity of the recession, it could lead to changes in consumer behavior, including increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, that adversely affect the Company’s affiliate fee and advertising revenues.

In addition, the Company’s business depends on the volume and

popularity of the content it distributes, particularly sports content.

Following the COVID-19 outbreak, sports events to which the Company has broadcast rights have been cancelled or postponed and the production of certain entertainment content the Company distributes has been suspended.

Although some of these sports events and productions have resumed or are expected to resume during the first quarter of fiscal 2021, there may be additional content disruptions in the future.

Depending on their duration and severity, these disruptions could materially adversely affect the Company’s future advertising revenues and, over a longer period of time, its future affiliate fee revenues.

To the extent the pandemic further negatively impacts the Company’s ability to air sports events, particularly MLB, NFL or college sports, it could result in a significantly greater adverse effect on the Company’s business, financial condition or results of operations than the Company has experienced thus far.

In addition, shifting sports schedules may negatively impact the Company’s ability to attract viewers and advertisers to its sports and entertainment programming.

Principally due to the impact of COVID-19, the Company’s Television segment experienced a 29% decline in advertising revenue in the quarter ended June 30, 2020.

If current trends in Television segment advertising demand continue for the entire first quarter of fiscal 2021, the Company expects advertising revenue at the Television segment to decrease approximately $230 million to $250 million, or approximately 30%, as compared to the corresponding period of fiscal 2020.

This is due to the ongoing impact of COVID-19, including continued weakness in the local advertising market in which the FOX Television Stations operate, fewer hours of original entertainment programming and fewer college football games, as well as certain comparative items including the timing of NFL games and the absence of the prior year broadcast of the FIFA *Women’s World Cup*, partially offset by higher cyclical political advertising and the impact of the consolidation of Tubi.

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

In April 2020, the Company acquired Tubi, an AVOD service, for approximately $445 million in cash (the “Tubi Acquisition”), net of cash acquired.

Potential additional consideration, in the form of deferred consideration and unvested options, totaling approximately $45 million may be due over a three-year period following the closing of the transaction and will be recognized as compensation expense over that period.

The Company financed the Tubi Acquisition principally with the net proceeds from the sale of its investment in Roku, Inc. (“Roku”), which was sold for approximately $340 million in March 2020 (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements under the heading “Roku” for further discussion).

In March 2020, the Company acquired three television stations (FOX-affiliate KCPQ and MyNetworkTV-affiliate KZJO located in Seattle, Washington and FOX-affiliate WITI located in Milwaukee, Wisconsin) for approximately $350 million in cash from Nexstar Media Group, Inc. (“Nexstar”).

As part of this transaction, the Company sold Nexstar two television stations (FOX-affiliate WJZY and MyNetworkTV-affiliate WMYT located in Charlotte, North Carolina) for approximately $45 million in cash (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements under the heading “Television Stations Acquisition and Divestiture” for further discussion).

On November 6, 2019, the Company announced that its Board of Directors had authorized a stock repurchase program providing for the repurchase of $2 billion of the Company’s Common Stock.

The program has no time limit and may be modified, suspended or discontinued at any time.

The Company also announced that it had entered into an accelerated share repurchase agreement to repurchase $350 million of Class A Common Stock and announced its intention to promptly repurchase $150 million of Class B Common Stock.

At the same time, the Company announced that it had entered into a stockholders agreement with the Murdoch Family Trust (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the headings “Stock Repurchase Program” and “Stockholders Agreement” for further discussion).

In October 2019, Flutter Entertainment plc (“Flutter”) and The Stars Group Inc. (“The Stars Group”) announced that they had reached agreement on the terms of a recommended all-share combination to create a global leader in sports betting and gaming (the “Combination”) and, in May 2020, the Combination was completed.

As part of the agreement, FOX Sports received the right to acquire an approximately 18.5% equity interest in FanDuel Group, a majority-owned subsidiary of Flutter, at its market value in 2021 (structured as a 10-year option from 2021, subject to a carrying value adjustment).

In May 2020, the Company invested an additional approximately $100 million in Flutter, which increased the Company’s equity interest in Flutter to approximately 3%.

In October 2019, the Company acquired 67% of the equity in Credible for approximately $260 million in cash, net of cash acquired (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements under the heading “Credible Acquisition” for further discussion).

The following table sets forth the Company’s operating results for fiscal 2020, as compared to fiscal 2019:

| | | 2020 | | | | 2019 | | | | Change | | | | % Change | | | | |

| Affiliate fee | | $ | 5,908 | | | $ | 5,512 | | | $ | 396 | | | | 7 | | % | |

A detailed review of the Company’s fiscal 2019 performance compared to fiscal 2018 appears below under “Results of Operations” and “Liquidity and Capital Resources.” A detailed review of the Company’s fiscal 2018 performance compared to fiscal 2017 appears under “Results of Operations” and “Liquidity and Capital Resources” in Exhibit 99.1 to the Company’s Registration Statement on Form 10, as amended and filed with the SEC on January 7, 2019.

This range is based on subjective estimates and assumptions and management expects the majority of any incremental costs to be included in the Other, Corporate and Eliminations segment.

The Company expects its cash flows from operations, together with its access to capital markets, to be sufficient to fund these expenses.

Content owners are increasingly delivering their content directly to consumers over the Internet and innovations in distribution platforms have enabled consumers to view Internet-delivered content on televisions and portable devices.

At the same time, expenditures by advertisers are affected by technologies that allow users to view programming from a remote location or on a time-delayed basis and provide users the ability to fast-forward, rewind, pause and skip programming and advertisements.

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 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.

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.

In addition, the Company invested $236 million to acquire a 4.99% equity interest in The Stars Group.

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 Company and Caffeine.

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received from television stations that are affiliated with the FOX Network.

Prior to December 31, 2017, substantially all 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.

21CF continued to provide treasury services to the Company until the Distribution.

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, resulting in an expected prospective annual dividend of $0.46 per share.

Bridge Credit Agreement

In March 2019, the Company entered into an unsecured $1.7 billion 364-Day Bridge Term Loan Agreement, which was also terminated in the same month (See Note 9—Borrowings to the accompanying Financial Statements of FOX).

Commitments

| | | As of June 30, 2019 | | | | | | | | | | | | | | | | | | |

| 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 | | | | \- | |

The Company’s current financing arrangements and facilities include [removed: $6.8] [added: $8.0] billion of outstanding fixed-rate debt, before adjustments for unamortized [added: discount and] debt issuance costs (See Note 9—Borrowings to the accompanying Financial [removed: Statements of FOX).][added: Statements).]

As of June 30, [removed: 2019,] [added: 2020,] all of the Company's financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.

| Borrowings: liability(a) | | $ | [removed: (7,643] [added: (9,746)] | [removed: )] | | $ | [removed: \-] [added: (7,643] | [added: )] |

| Potential change in fair values resulting from a 10% adverse change in quoted interest rates: loss | | $ | [removed: (259] [added: (190)] | [removed: )] | | $ | [removed: \-] [added: (259] | [added: )] |

| Total fair value of common stock investments | | $ | [removed: 761] [added: 531] | | | $ | [removed: 257] [added: 761] | |

| Potential change in fair values resulting from a 10% adverse change in quoted market prices: loss(a) | | $ | [removed: (76] [added: (53)] | [removed: )] | | $ | [removed: (26] [added: (76] | ) |

| (a) | These investments are recorded at fair value each reporting period [removed: and, beginning July 1, 2018,] [added: and] any associated unrealized gains and losses are recorded in the [added: Consolidated] Statements of Operations [added: in accordance with Accounting Standards Codification 321 “Investments—Equity Securities”] (See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements [removed: of FOX] under the heading [removed: “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform”).] [added: “Investments”).] |

See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements [removed: of FOX] under the heading “Concentrations of credit risk.”

| | | 2020 | | | | 2019 | | |

| (a) | The change in the fair values of the Company’s financial instruments with exposure to interest rate risk is primarily due to higher average debt outstanding (See Note 9—Borrowings to the accompanying Financial Statements) and the effect of changes in interest rates. |

| | | 2020 | | | | 2019 | | |

| | | 2019 | | | | 2018 | | |

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| (a) | In January 2019, the Company issued approximately $6.8 billion of senior notes (See Note 9—Borrowings to the accompanying Financial Statements of FOX). |

| | | 2019 | | | | 2018 | | |

| | • | [removed: Cable] [added: Cable] Network [removed: Programming,] [added: Programming,] which principally consists of the production and licensing of news and sports content distributed primarily through traditional 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. |

| | • | [removed: Television,] [added: Television,] which principally consists of the acquisition, marketing and distribution of broadcast network programming nationally under the FOX brand and the operation of [removed: 28] [added: 29] full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, [removed: 17] [added: 18] are affiliated with the FOX Network, 10 are affiliated with [removed: MyNetworkTV,] [added: MyNetworkTV] and one is an independent station. [added: The Television segment also includes Tubi, Inc. (“Tubi”), a free advertising-supported video-on-demand (“AVOD”) service.] |

| | • | [removed: Other,] [added: Other,] Corporate and [removed: Eliminations,] [added: Eliminations,] which principally consists of [added: the FOX Studio Lot, Credible Labs Inc. (“Credible”),] corporate overhead [removed: costs, intracompany eliminations] [added: costs] and [removed: the FOX Studios lot.] [added: intracompany eliminations.] The FOX [removed: Studios lot,] [added: Studio Lot,] located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. [added: Credible is a U.S. consumer finance marketplace.] |

Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, [removed: 2019] [added: 2020] (“fiscal [removed: 2019”)] [added: 2020”)] to [removed: “FOX”,] [added: “FOX,”] the [removed: “Company”,] [added: “Company,”] “we” or “us” mean Fox Corporation and its consolidated subsidiaries.

We refer to the foregoing as the [removed: “Transaction”.][added: “Transaction.”]

The remaining 21CF assets were acquired by The Walt Disney Company (“Disney”) through a series of transactions contemplated by the amended and restated merger agreement [removed: (the “21CF Disney Merger Agreement”)] among 21CF, Disney and certain Disney subsidiaries, pursuant to which 21CF became a wholly-owned subsidiary of Disney (the “Disney Merger”).

The Company is party to several agreements that govern certain aspects of the Company’s relationship with 21CF and Disney following the Transaction, including a separation and distribution agreement, a tax matters agreement, [removed: a] transition services [removed: agreement,] [added: agreements,] as well as agreements relating to intellectual property licenses, employee matters, commercial arrangements and a studio lot lease.

See Note 1, “Description of Business and Basis of [removed: Presentation”,] [added: Presentation,”] to the consolidated and combined financial statements included in this Annual Report for further information about these agreements.

At June 30, [removed: 2019,] [added: 2020,] the Company had approximately [removed: 7,700] [added: 9,000] full-time employees.

The Company’s website is [removed: www.foxcorporation.com.][added: *www.foxcorporation.com*.]

[removed: Caution] [added: Caution] Concerning Forward-Looking [removed: Statements][added: Statements]

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

For more detailed information about these factors, see Item 1A, “Risk Factors,” and [added: Item 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements.”

[removed: Fox Corporation] [added: FOX] produces and delivers compelling news, sports and entertainment content through its [added: primary] iconic brands, including FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations.

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

FOX Sports has earned a reputation for bold sports programming and, with its far-reaching presence in virtually every U.S. household, is the premier destination for live [removed: sporting] [added: sports] events and sports commentary.

The quality of our programming and the strength of our brands maximize the value of our content through a combination of [removed: distribution and] affiliate fees and advertising sales.

FOX [removed: airs a strong slate of entertainment programming and] enjoys a leadership position across our core [removed: live news and] [added: news,] sports [removed: programming] [added: and entertainment] businesses.

As linear television viewership declines across the industry, “appointment-based” programming that is the FOX hallmark remains [removed: resilient, especially in live news and sports.][added: resilient.]

FOX News has been the [removed: number one] [added: #1] national cable news network for [removed: 70 consecutive quarters] [added: over 18 years] and is the top-rated national cable news network in primetime and total viewing across key demographics as of June [removed: 2019.][added: 2020.]

[added: A leader in marquee live sports broadcasts,] FOX Sports programs Thursday night and Sunday National Football League (“NFL”) football, the Major League Baseball (“MLB”) [removed: All-Star Game] [added: *All-Star Game*] and [removed: World Series] [added: *World Series*] and other marquee events, including the [removed: Super Bowl and] Fédération [removed: International] [added: Internationale] de Football Association (“FIFA”) [removed: World Cup.][added: *World Cup* and the *Super Bowl*.]

[removed: The FOX Television Stations] [added: Our 29 stations collectively] produce [removed: nearly] [added: over] 1,000 hours of local news [removed: coverage each] [added: every] week.

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

FOX News and FOX Business are available in [removed: over] [added: approximately] 80 million U.S. households and the FOX Network is available in essentially all U.S. households.

FOX Entertainment is investing in more co-production arrangements and [removed: will own] [added: owns] a stake in nearly all new series [removed: airing] [added: that aired] on the FOX Network during the 2019-2020 broadcast season.

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

We intend to [added: continue to] receive appropriate value for our content, particularly through [removed: distribution and] affiliate fees.

[removed: Leverage brands to expand] [added: Expand] our online distribution [removed: offerings,] [added: offerings and direct engagement with consumers,] increasing complementary sources of revenues.

We [added: are] also [removed: intend to continue] cultivating direct interactions between FOX brands and consumers outside [removed: traditional linear television.]

We intend to identify similarly innovative new [removed: products and] [added: products,] services [added: and investments] across our business to increase revenues and profitability in the future.

| FOX [removed: News(a)] [added: News] | [removed: 84] [added: 83] | [removed: 87] [added: 84] |

| FOX [removed: Business(a)] [added: Business] | [removed: 82] [added: 80] | [removed: 84] [added: 82] |

| [removed: FS1(a)] [added: FS1] | [removed: 81] [added: 80] | [removed: 83] [added: 81] |

| FS2 | [removed: 58] [added: 59] | 58 |

| Big Ten [removed: Network(a)] [added: Network] | 57 | [removed: 58] [added: 57] |

| FOX Deportes | [removed: 21] [added: 20] | 21 |

As of June [removed: 2019,] [added: 2020,] FOX News is the top-rated national cable news channel in both Monday to Friday primetime and total day viewing and has held its [removed: number one] [added: #1] status for [removed: 70 consecutive quarters,] [added: over 18 years,] according to Nielsen.

FOX News also finished fiscal [removed: 2019] [added: 2020] as the [removed: number one] [added: #1] network among all cable networks in Monday to Friday primetime and total day viewing among total [removed: viewers,] [added: viewers for] the [removed: fourth] [added: fifth] year in a row [removed: it has held this status,] [added: and as the #1 network of all cable networks from Monday to Friday in total day viewing among Adults 25-54,] according to Nielsen.

Fiscal [removed: 2019] [added: 2020] was [removed: the second] [added: FOX Business’] highest rated year ever [removed: for FOX Business and, as of June 2019, it has been] [added: among total viewers in business day and its Lou Dobbs Tonight program was] the [removed: most-watched] [added: #1 program on any] business network [removed: for 10 of the last 11 quarters by] [added: among] total [removed: business day viewers, according to Nielsen.][added: viewers.]

FOX News also produces a weekend political commentary show, FOX News Sunday, for broadcast on [added: the] FOX Television Stations [added: and stations affiliated with the FOX Network] throughout the U.S. FOX News, through its FOX News Edge service, licenses news feeds to affiliates to the FOX Network and other subscribers to use as part of local news broadcasts [added: primarily] throughout the U.S. FOX News [added: also] produces [removed: the national] FOX News [removed: Radio Network,] [added: Audio,] which licenses news [removed: updates] [added: updates, podcasts,] and long-form programs to local radio stations and to mobile, Internet and satellite radio providers.

FOX News is among the most influential and recognized news brands in the world.

FOX Entertainment is renowned for its engaging primetime entertainment, including the top broadcast entertainment series, *The Masked Singer*.

FOX Sports’ broadcast of *Super Bowl LIV* in February 2020 was watched by approximately 150 million unique multiplatform viewers and generated one of the highest revenue days in television history.

FOX Entertainment programming ranked #1 among all broadcast network primetime entertainment programming for the 2019-2020 broadcast season in the key Adults 18-49 demographic, moving from last to first in back-to-back seasons, while delivering the top show *The Masked Singer*, as well as the four highest

rated new entertainment series *LEGO Masters*, *911: Lone Star*, *Prodigal Son* and *The Masked Singer: After The Mask.* The FOX Television Stations ended fiscal 2020 covering 18 Nielsen-designated market areas (“DMAs”), including 14 of the 15 largest.

Additionally, our 29 owned and operated television stations cover 18 DMAs, including 14 of the 15 largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest.

These stations provide balanced content of national interest with programming of note to local communities, producing over 1,000 hours of local news coverage each week.

For example, we have continued our investments in digital properties at FOX News Media, including additional investments in the FOX Nation subscription video-on-demand (“SVOD”) service and the rebranding of the FOX Business suite of digital products.

FOX Sports has extended the FOX Sports brand through a partnership with The Stars Group (subsequently acquired by Flutter Entertainment plc (“Flutter”)) that launched the free-to-play game FOX Bet Super 6 and the FOX Bet wagering app in fiscal 2020.

Our key networks are offered on all major digital MVPD services, reflecting the strength of our brands and the “must-have” nature of our content.

traditional linear television.

For example, in fiscal 2020, we acquired Tubi, which owns and operates a leading AVOD service, while divesting our passive stake in Roku, Inc. Tubi provides us with a 100% owned digital platform to access a wider digital audience and to further the reach of our content.

We also acquired 67% of the equity in Credible, a U.S. consumer finance marketplace that is playing a featured role in the rebranded FOX Business suite of digital products and other integrations across the FOX portfolio of brands.

In addition, FOX Sports has partnered with The Stars Group (subsequently acquired by Flutter), which launched the FOX Bet app in fiscal 2020, and we own an equity stake in Flutter and maintain valuable options to acquire up to 50% of The Stars Group’s U.S. business and approximately 18.5% of FanDuel Group, a majority-owned subsidiary of Flutter.

FOX Television Stations also upgraded its suite of digital properties and launched its first AVOD service, FOX Soul, which features programming focused on the African American community.

Recent Developments

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

Following the COVID-19 outbreak, sports events to which the Company has broadcast rights have been cancelled or postponed and the production of certain entertainment content the Company distributes has been suspended.

Although some of these sports events and productions have resumed or are expected to resume during the first quarter of fiscal 2021, there may be additional content disruptions in the future.

As a result, the number of live sports events and related sports programming airing on the Company’s broadcast and cable networks and made available to the FOX Network’s affiliates in fiscal 2021 is uncertain and the nature of the entertainment programming the Company airs and delivers in fiscal 2021 may be affected as well.

Measures aimed at preventing the spread of the virus, such as shelter in place orders, business shutdowns, quarantines and travel bans and restrictions, have affected and may further affect the Company’s workforce and operations, as well as those of its business partners.

For example, the Company transferred centralized production functions to multiple remote sites.

In addition to causing business disruptions, the COVID-19 pandemic has caused some of the Company’s advertisers (including, in particular, local market advertisers) to reduce their spending, and future declines in the economic prospects of advertisers or the economy in general could negatively impact their advertising expenditures further.

The magnitude of the impact of the COVID-19 pandemic on the Company is highly uncertain and subject to change and will depend on evolving factors beyond the Company’s control.

For more information, see Item 1A, “Risk Factors – The COVID-19 pandemic and other widespread health emergencies or pandemics could materially adversely affect the Company’s business, financial condition or results of operations” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview of the Company’s Business – Other Business Developments.”

| | 2020 | 2019 |

The Big Ten Network also owns and operates BTN+, a subscription video streaming service that features live streams of non-televised sporting events, replays of televised and streamed events, and a large collection of classic games and original programming.

Cable networks compete for content and distribution and, when distribution is obtained, for viewers and advertisers with a variety of media, including broadcast television networks; cable television systems and networks; Internet-delivered platforms such as SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.

FOX News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com, CNBC.com, Bloomberg.com and The Wall Street Journal Online, among others.

The Company also owns Tubi, which owns and operates an AVOD service.

For a description of the programming offered to affiliates to the FOX Network,

In January 2020, Fox Television Stations launched FOX Soul, an AVOD service dedicated to the African American viewer that features original and syndicated programming.

| Seattle-Tacoma, WA | 13 | | KCPQ | 13(13) | UHF | 1.6% |

| | | | KZJO(b) | 36(22) | UHF | |

| Milwaukee, WI | 35 | | WITI(h) | 31(6) | UHF | 0.8% |

| TOTAL | | | | | | 39.2% |

| (h) | WITI hosts television station WVCY, Milwaukee, WI, licensed to VCY America, Inc., an unrelated third party pursuant to a channel sharing agreement between WITI Television, LLC, the predecessor in interest of FOX Television Stations, and VCY America, Inc. A portion of the spectrum formerly licensed to WITI is now shared with and licensed to WVCY. |

The FOX Network led the 2019-2020 broadcast season by a significant margin, with a 31% lead over #2 NBC Television Network (“NBC”) in the 18 to 49 year old audience.

Fox Alternative Entertainment

In fiscal 2019, the Company launched Fox Alternative Entertainment, LLC, a full-service production studio that develops and produces unscripted and alternative programming primarily for the FOX Network, including *The Masked Singer* and *The Masked Singer: After The Mask*.

FOX News is among the most influential and recognized news brands in the world, recently ranked the “most trusted” American television news brand in the U.S., according to an independent survey conducted by Brand Keys.

The FOX Network primetime lineup has consistently delivered the 18 to 49 year-old audience coveted by advertisers and is home to The Masked Singer, the top new entertainment series on broadcast television for the 2018-2019 broadcast season.

FOX Sports and FOX Entertainment together deliver approximately 15 hours of high-quality, primetime programming each week on the FOX Network, including the hit series The Masked Singer.

Taken together, we believe our leadership positions will support strong

Additionally, our 28 owned and operated full power broadcast television stations cover 17 Nielsen-designated market areas (“DMAs”), including nine of the 10 largest, balancing content of national interest with programming of note to local communities.

For example, fiscal 2019 saw the launch of FOX Nation, an over-the-top streaming service to deliver premium content to our most dedicated FOX News customers.

At FOX Sports, we extended our exclusive rights to broadcast certain premier MLB content, including the World Series and All-Star Game, through the 2028 MLB season.

FOX Sports also established a long-term partnership with The Stars Group Inc. to extend the FOX Sports brand through the launch of FOX Bet, a suite of products that will allow audiences to participate in free-to-play games and, in markets where it is legal, wager on sporting events.

The strength of our brands allows us to leverage effective platforms for the digital distribution of our content.

Nearly all of our networks are offered in all major digital MVPD services, and we plan to continue enhancing our digital offerings with over-the-top distributors, including streaming via web sites, smartphone and tablet applications, and online and on-demand streaming videos.

During fiscal 2019, FOX Sports launched a new multi-platform pay-per-view championship boxing service and FOX News launched FOX Nation, an over-the-top streaming service, delivering

premium content complementary to FOX News programming directly to consumers.

| | | |

| | 2019 | 2018 |

| (a) | Decrease reflects a reduction in subscribers to traditional MVPDs, partially offset by increased subscribers to digital MVPDs. |

| --- | --- |

In addition to live events, the Big Ten Network televises a variety of studio shows.

FOX Sports College Properties.

Cable networks compete for content and distribution and, when distribution is obtained, for viewers and advertisers with free-to-air broadcast television, radio, print media, motion picture theaters, DVDs, Blu-ray high-definition format discs (known as Blu-rays), Internet delivered free, advertising supported, subscription and rental services, wireless and portable viewing devices and other sources of information and entertainment.

FS1, FS2,

Our 28 stations collectively produce nearly 1,000 hours of local news every week.

| | | | | | | |

| Charlotte, NC | 23 | | WJZY | 47(46) | UHF | 1.0% |

| | | | WMYT(b)(i) | 47(55) | UHF | |

| | | | | | | |

| TOTAL | | | | | | 37.7% |

| | | | | | | |

| --- | --- |

| (e) | Station WPWR is an affiliate of The CW Television Network during prime time and other network time periods. MyNetworkTV programming is telecast during other time periods. The CW Television Network affiliation will terminate at the end of August 2019. |

| (i) | WMYT-TV channel shares with WJZY. |

During the 2018-2019 broadcast season, the FOX Network ranked second in the 18 to 49 year old audience (tied with CBS Television Network (“CBS”), based on Live+7 ratings), just one-tenth of a rating point behind NBC Television Network (“NBC”).

The FOX Network’s current licenses with the NFL, MLB, college football and basketball conferences, NASCAR, FIFA, USGA and WWE are secured by long-term agreements.

These affiliation agreements require

As of June 30, 2019, MyNetworkTV had license and delivery agreements covering approximately 180 stations, including 10 stations owned and operated by the Company, available to approximately 97% of U.S. households.

FOX Studios lot.

Roku.

FOX owns approximately 6 million shares representing approximately 5% of Roku, a pioneer in television streaming that connects users to movies, shows and music, enables content publishers to build and monetize large

audiences and provides advertisers with unique capabilities to engage consumers.

It had over 30 million active accounts as of June 30, 2019 and streams billions of hours of content every quarter.

The Stars Group Inc. In May 2019, the Company and The Stars Group Inc. 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 agreement through which FOX Sports will provide The Stars Group with an exclusive license to use certain FOX Sports trademarks.

[removed: On] [added: In] November [removed: 25,] 2015, Wark Entertainment, [added: Inc., Temperance Brennan, L.P., Snooker Doodle Productions, Inc., and Bertha Blue,] Inc. filed [removed: a lawsuit (the “Wark Lawsuit”)] [added: lawsuits] against [added: 21CF, Fox Entertainment Group,] Twentieth Century Fox Film Corporation, [added: Twentieth Century] Fox [removed: Broadcasting Company (the “FOX Network”),] [added: Television (“TCFTV”),] and Fox [removed: Entertainment Group, Inc. (“Fox Entertainment Group”)] [added: Broadcasting Corporation] in the Superior Court of [removed: the State of California, County of] Los [removed: Angeles, Central District (the “Superior Court”).][added: Angeles alleging improprieties relating to profits participation payments for the *Bones* television show.]

The [removed: Company] [added: Company’s FOX News business] and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination [removed: and racial discrimination relating to alleged misconduct at] [added: on] the [removed: Company’s FOX News business.][added: basis of sex and race.]

To date, none of the amounts paid in settlements or reserved for pending or future claims [removed: is,] [added: is material,] individually or in the aggregate, [removed: material] to the Company.

During the fiscal year ended June 30, 2020, Disney as successor to 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, and TCFTV, settled with the plaintiffs and with other non-party *Bones* profits participants, and the Company contributed approximately $58 million to those settlements.

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 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 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.

For the fiscal year ended June 30, [removed: 2019][added: 2020]

| Delaware | | 83-1825597 | [added: |]

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

| 1211 Avenue of the Americas, New York, New York | | 10036 | [added: |]

| (Address of Principal Executive Offices) | | (Zip Code) | [added: |]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act of 1933.][added: Act.]

Yes [removed: ☐ No] ☒ [added: No ☐]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Securities Exchange Act of 1934.][added: Act.]

| Large accelerated filer | [removed: ☐] [added: ☒] | | Accelerated filer | ☐ |

| Non-accelerated filer | [removed: ☒] [added: ☐] | | Smaller reporting company | ☐ |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Fox Corporation definitive Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Stockholders, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Fox Corporation’s fiscal year end.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| ITEM 1A. | | [RISK FACTORS](#ITEM_1A_RISK_FACTORS) | | | [removed: 14] [added: 15] | |

| ITEM 1B. | | [UNRESOLVED STAFF [removed: COMMENTS](#ITEM_1B_UNRESOLVED_STAFF)] [added: COMMENTS](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] | | | [removed: 25] [added: 28] | |

| ITEM 2. | | [PROPERTIES](#ITEM_2_PROPERTIES) | | | [removed: 25] [added: 28] | |

| ITEM 3. | | [LEGAL PROCEEDINGS](#LEGAL_PROCEEDINGS) | | | [removed: 25] [added: 28] | |

| ITEM 4. | | [MINE SAFETY [removed: DISCLOSURES](#MINE_SAFETY_DISCLOSURES)] [added: DISCLOSURES](#ITEM_4_MINE_SAFETY_DISCLOSURES)] | | | [removed: 26] [added: 28] | |

| ITEM 5. | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM_5_MARKET_FOR_REGISTRANT) | | | [removed: 27] [added: 29] | |

| ITEM 6. | | [SELECTED FINANCIAL DATA](#ITEM_6_SELECTED_FINANCIAL) | | | [removed: 27] [added: 30] | |

| ITEM 7. | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ITEM_7_MDA) | | | [removed: 29] [added: 31] | |

| ITEM 7A. | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ITEM_7A_QUANTITATIVE_QUALITATIVE)] [added: RISK](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] | | | [removed: 47] [added: 55] | |

| ITEM 8. | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ITEM_8_FINANCIAL_STATEMENTS)] [added: DATA](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] | | | [removed: 48] [added: 56] | |

| ITEM 9. | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM_9_CHANGES_IN_AND) | | | [removed: 96] [added: 112] | |

| ITEM 9A. | | [CONTROLS AND PROCEDURES](#ITEM_9A_CONTROLS_AND_PROCEDURES) | | | [removed: 96] [added: 112] | |

| ITEM 9B. | | [OTHER INFORMATION](#ITEM_9B_OTHER_INFORMATION) | | | [removed: 96] [added: 112] | |

| ITEM 10. | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM_10_11_12_13_14) | | | [removed: 97] [added: 113] | |

| ITEM 11. | | [EXECUTIVE COMPENSATION](#ITEM_10_11_12_13_14) | | | [removed: 97] [added: 113] | |

| ITEM 12. | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM_10_11_12_13_14) | | | [removed: 97] [added: 113] | |

| ITEM 13. | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM_10_11_12_13_14) | | | [removed: 97] [added: 113] | |

| ITEM 14. | | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#ITEM_10_11_12_13_14) | | | [removed: 97] [added: 113] | |

| ITEM 15. | | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#ITEM_15_EXHIBITS_AND_FINANCIAL) | | | [removed: 98] [added: 114] | |

| ITEM 16. | | [FORM 10-K SUMMARY](#ITEM_16_FORM_10K_SUMMARY) | | | [removed: 99] [added: 115] | |

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

As of December 31, 2019, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately $12.7 billion, based upon the closing price of $37.07 per share as quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the registrant’s Class B Common Stock, par value $0.01 per share, held by non-affiliates was approximately $5.8 billion, based upon the closing price of $36.40 per share as quoted on The Nasdaq Global Select Market on that date.

As of August 5, 2020, 343,678,951 shares of Class A Common Stock and 261,078,355 shares of Class B Common Stock were outstanding.

| | | [SIGNATURES](#SIGNATURES) | | | 116 | |

10-K 1 fox-10k_20190630.htm 10-K

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

| | | |

| Rights to Purchase Series A Junior Participating Preferred Stock | N/A | The Nasdaq Global Select Market |

The registrant’s Class A Common Stock and Class B Common Stock were not publicly traded as of December 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter.

As of August 6, 2019, 354,434,371 shares of Class A Common Stock and 266,173,651 shares of Class B Common Stock were outstanding.

| | | [SIGNATURES](#SIGNATURES) | | | 100 | |

FOX owns the FOX [removed: Studios lot] [added: Studio Lot] in Los Angeles, California.

The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and [removed: production] [added: production/post-production] services available to service a wide array of industry clients, including four scoring and mixing stages, two broadcast studios, 15 sound stages, theaters and screening rooms, edit bays, and other production facilities.

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

In addition to the FOX [removed: Studios lot] [added: Studio Lot] in Los Angeles, California, FOX also owns and leases various real properties in the U.S. that are utilized in the conduct of its businesses.

FOX’s policy is to improve and replace property as considered appropriate to meet the needs of the individual [removed: operation.][added: operations.]

| --- | --- |

Fox Corporation’s Class A Common [removed: Stock] [added: Stock, par value $0.01 per share (the “Class A Common Stock”),] and Class B Common [removed: Stock] [added: Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”),] are listed and traded on The Nasdaq Global Select Market under the symbols “FOXA” and [removed: “FOX”,] [added: “FOX,”] respectively.

As of June 30, [removed: 2019,] [added: 2020,] there were approximately [removed: 19,400] [added: 18,500] holders of record of shares of Class A Common Stock and approximately [removed: 5,200] [added: 4,900] holders of record of shares of Class B Common Stock.

Below is a summary of the Company’s repurchases of its Class A Common Stock and Class B Common Stock during fiscal 2020:

| | | Total number of shares purchased(a) | | | | Average price paid per share(b) | | | | Approximate dollar value of shares that may yet be purchased under the program(b)(c) | | |

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

| | | | | | | | | | | (in millions) | | |

| Total first quarter fiscal 2020 | | | | | | | | | | | | |

| Class A common stock | | | \- | | | $ | \- | | | | | |

| Class B common stock | | | \- | | | | \- | | | | | |

| Total second quarter fiscal 2020 | | | | | | | | | | | | |

| Class A common stock(d) | | | 8,002,286 | | | | 36.05 | | | | | |

| Class B common stock | | | 2,160,455 | | | | 35.64 | | | | | |

| Total third quarter fiscal 2020 | | | | | | | | | | | | |

| Class A common stock(d) | | | 3,882,180 | | | | 34.28 | | | | | |

| Class B common stock | | | 2,934,841 | | | | 34.56 | | | | | |

| Total fourth quarter fiscal 2020 | | | | | | | | | | | | |

| Class A common stock | | | \- | | | | \- | | | | | |

| Class B common stock | | | \- | | | | \- | | | | | |

| Total fiscal 2020 | | | | | | | | | | | | |

| Class A common stock(d) | | | 11,884,466 | | | | | | | | | |

| Class B common stock | | | 5,095,296 | | | | | | | | | |

| | | | 16,979,762 | | | | | | | $ | 1,400 | |

| (a) | The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below. |

| --- | --- |

| (b) | These amounts exclude any fees, commissions or other costs associated with the share repurchases. |

| --- | --- |

| (c) | On November 6, 2019, the Company announced that its Board of Directors had authorized a stock repurchase program providing for the repurchase of $2 billion of the Company’s Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. |

| --- | --- |

| (d) | In connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement to repurchase $350 million of Class A Common Stock in November 2019. In accordance with the ASR agreement, in November 2019, the Company paid a third-party financial institution $350 million and received an initial delivery of approximately eight million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $34.99 per share. Upon settlement of the ASR agreement in January 2020, the Company received a final delivery of approximately two million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $36.05 per share (the volume-weighted average market price of the Class A Common Stock during the term of the ASR agreement less a discount) (See Note 11—Stockholders’ Equity to the accompanying Consolidated and Combined Financial Statements of FOX under the heading “Stock Repurchase Program” for more information). |

| --- | --- |

In total, the Company repurchased approximately 17 million shares of Common Stock for $600 million during fiscal 2020.

| | | [removed: 2019(a)] [added: 2020(a)] | | | | [removed: 2018(a)] [added: 2019(a)] | | | | [removed: 2017(a)] [added: 2018(a)] | | | | [removed: 2016(b)] [added: 2017(b)] | | | | [removed: 2015(c)] [added: 2016(c)] | | |

| Revenues | | $ | [removed: 11,389] [added: 12,303] | | | $ | [removed: 10,153] [added: 11,389] | | | $ | [removed: 9,921] [added: 10,153] | | | $ | [removed: 8,894] [added: 9,921] | | | $ | [removed: 8,180] [added: 8,894] | |

| Net income attributable to Fox Corporation stockholders | | [added: $] | [removed: 1,595] [added: 999] | | | [added: $] | [removed: 2,187] [added: 1,595] | | | [added: $] | [removed: 1,372] [added: 2,187] | | | [added: $] | [removed: 1,072] [added: 1,372] | | | [added: $] | [removed: 929] [added: 1,072] | |

| Net income attributable to Fox Corporation stockholders per share - [removed: basic and diluted(d)] [added: basic(d)] | | $ | [removed: 2.57] [added: 1.63] | | | $ | [removed: 3.52] [added: 2.57] | | | $ | [removed: 2.21] [added: 3.52] | | | $ | [removed: 1.73] [added: 2.21] | | | $ | [removed: 1.50] [added: 1.73] | |

| Cash dividend per share | | $ | [removed: 0.23] [added: 0.46] | | | $ | [removed: \-] [added: 0.23] | | | $ | \- | | | $ | \- | | | $ | \- | |

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Cash and cash equivalents | | $ | [removed: 3,234] [added: 4,645] | | | $ | [removed: 2,500] [added: 3,234] | | | $ | [removed: 19] [added: 2,500] | | | $ | [removed: 37] [added: 19] | | | $ | [removed: 21] [added: 37] | |

| Total assets | | | [removed: 19,509] [added: 21,750] | | | | [removed: 13,121] [added: 19,509] | | | | [removed: 10,348] [added: 13,121] | | | | [removed: 10,315] [added: 10,348] | | | | [removed: 9,803] [added: 10,315] | |

| Borrowings | | | [removed: 6,751] [added: 7,946] | | | | [removed: \-] [added: 6,751] | | | | \- | | | | \- | | | | \- | |

| (a) | See Notes 1, 2, 3, 4, 5 and [removed: 20] [added: 21] to the accompanying Consolidated and Combined Financial Statements of FOX for information with respect to significant [added: acquisitions,] disposals, accounting changes, restructuring [removed: charges] [added: charges, programming write-downs] and other transactions during fiscal [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.] [added: 2018.] |

| [removed: (b)] [added: (c)] | In fiscal 2016, FOX recorded restructuring charges of $55 million primarily related to a voluntary resignation program extended to certain employees across all segments as part of ongoing efforts to transform certain functions and reduce costs. |

| (d) | On March 19, 2019, the date of the [removed: Transaction,] [added: Distribution,] 621 million shares of the Company’s [removed: common stock] [added: 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 2—Summary of Significant Accounting Policies to the accompanying Consolidated and Combined Financial Statements of FOX under the heading “Earnings per share”). |

| Net income attributable to Fox Corporation stockholders per share - diluted(d) | | $ | 1.62 | | | $ | 2.57 | | | $ | 3.52 | | | $ | 2.21 | | | $ | 1.73 | |

| Fox Corporation stockholders' equity | | | 10,094 | | | | 9,947 | | | | 9,594 | | | | 6,093 | | | | 6,403 | |

| (b) | In fiscal 2017, FOX 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. |

In fiscal 2017, FOX recorded 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 which was included in Other, net in the Combined Statement of Operations for fiscal 2017 (See Note 14—Commitments and Contingencies to the accompanying Consolidated and Combined Financial Statements of FOX under the heading “FOX News”).

This purchase, funded with direct pension plan assets, resulted in a pre-tax settlement loss related to the recognition of accumulated deferred actuarial losses.

| (c) | In fiscal 2015, FOX acquired two San Francisco-Bay area television stations, KTVU-TV FOX 2 and KICU-TV 36, with a fair value of approximately $220 million from Cox Media Group in exchange for the following stations affiliated with the FOX Network: WHBQ-TV FOX 13 and WFXT-TV FOX 25, located in the Memphis and Boston markets, respectively. |

In fiscal 2015, 21CF settled a portion of its pension obligations by irrevocably transferring pension liabilities to an insurance company through the purchase of a group annuity contract and through lump sum distributions.

As a result, FOX recorded a charge of $131 million which was included in Other, net in the Combined Statement of Operations for fiscal 2015.

[removed: | [Report of Independent Registered Public Accounting Firm](#Management_Report) | 49 |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [Consolidated and Combined Statements of Operations for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#OPERATIONS)] [added: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_OPERATI)] | [removed: 50] [added: 61] |

| [Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#COMPREHENSIVE_INCOME)] [added: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_COMPREH)] | [removed: 51] [added: 62] |

| [Consolidated [removed: and Combined] Balance Sheets as of June 30, [removed: 2019] [added: 2020] and [removed: 2018](#BALANCE_SHEETS)] [added: 2019](#COMBINED_BALANCE_SHEETS)] | [removed: 52] [added: 63] |

| [Consolidated and Combined Statements of Cash Flows for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CASH_FLOWS)] [added: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_CASH_FL)] | [removed: 53] [added: 64] |

| [Consolidated and Combined Statements of Equity for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#EQUITY)] [added: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_EQUITY)] | [removed: 54] [added: 65] |

| [Notes to the Consolidated and Combined Financial [removed: Statements](#NOTES_TO)] [added: Statements](#NOTES_TO_CONSOLIDATED_COMBINED_FINANCIAL)] | [removed: 55] [added: 66] |

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Reports of Independent Registered Public Accounting Firm](#Auditor_Reports) | 58 |]

We have audited the accompanying consolidated [removed: and combined] balance sheets of Fox Corporation (the “Company”) as of June 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated [removed: and combined] financial statements”).

In our opinion, the consolidated [removed: and combined] financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: 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.

| | | For the years ended June 30, | | | | | | | | | [removed: | |]

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Revenues | | $ | [removed: 11,389] [added: 12,303] | | | $ | [removed: 10,153] [added: 11,389] | | | $ | [removed: 9,921] [added: 10,153] | |

| Operating expenses | | | [removed: (7,327] [added: (7,807] | ) | | | [removed: (6,505] [added: (7,327] | ) | | | [removed: (6,100] [added: (6,505] | ) |

| Selling, general and administrative | | | [removed: (1,419] [added: (1,741] | ) | | | [removed: (1,209] [added: (1,419] | ) | | | [removed: (1,092] [added: (1,209] | ) |

| Depreciation and amortization | | | [removed: (212] [added: (258] | ) | | | [removed: (171] [added: (212] | ) | | | [removed: (169] [added: (171] | ) |

| Impairment and restructuring charges | | | [removed: (26] [added: (451] | ) | | | [removed: (16] [added: (26] | ) | | | [removed: (165] [added: (16] | ) |

| Interest expense | | | [removed: (203] [added: (369] | ) | | | [removed: (43] [added: (203] | ) | | | [removed: (23] [added: (43] | ) |

| Interest income | | | [removed: 41] [added: 35] | | | | [removed: \-] [added: 41] | | | | \- | |

| Other, net | | | [removed: (19] [added: (248] | ) | | | [removed: (39] [added: (19] | ) | | | [removed: (131] [added: (39] | ) |

| Income before income tax (expense) benefit | | | [removed: 2,224] [added: 1,464] | | | | [removed: 2,170] [added: 2,224] | | | | [removed: 2,241] [added: 2,170] | |

| Income tax (expense) benefit | | | [removed: (581] [added: (402] | ) | | | [removed: 58] [added: (581] | [added: )] | | | [removed: (832] [added: 58] | [removed: )] |

| Net income | | | [removed: 1,643] [added: 1,062] | | | | [removed: 2,228] [added: 1,643] | | | | [removed: 1,409] [added: 2,228] | |

| Less: Net income attributable to noncontrolling interests | | | [removed: (48] [added: (63] | ) | | | [removed: (41] [added: (48] | ) | | | [removed: (37] [added: (41] | ) |

| Net income attributable to Fox Corporation stockholders | | $ | [removed: 1,595] [added: 999] | | | $ | [removed: 2,187] [added: 1,595] | | | $ | [removed: 1,372] [added: 2,187] | |

| Net income attributable to Fox Corporation stockholders per share - basic [removed: and diluted] | | $ | [removed: 2.57] [added: 1.63] | | | $ | [removed: 3.52] [added: 2.57] | | | $ | [removed: 2.21] [added: 3.52] | |

| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Net income | | $ | [removed: 1,643] [added: 1,062] | | | $ | [removed: 2,228] [added: 1,643] | | | $ | [removed: 1,409] [added: 2,228] | |

| Unrealized holding gains on securities | | | \- | | | | [removed: 130] [added: \-] | | | | [removed: \-] [added: 130] | |

| Benefit plan adjustments and other | | | [removed: (89] [added: (109] | ) | | | [removed: 10] [added: (89] | [added: )] | | | 10 | |

| Other comprehensive (loss) income, net of tax | | | [removed: (89] [added: (109] | ) | | | [removed: 140] [added: (89] | [added: )] | | | [removed: 10] [added: 140] | |

| Comprehensive income | | | [removed: 1,554] [added: 953] | | | | [removed: 2,368] [added: 1,554] | | | | [removed: 1,419] [added: 2,368] | |

| Less: Net income attributable to noncontrolling interests(a) | | | [removed: (48] [added: (63] | ) | | | [removed: (41] [added: (48] | ) | | | [removed: (37] [added: (41] | ) |

| Comprehensive income attributable to Fox Corporation stockholders | | $ | [removed: 1,506] [added: 890] | | | $ | [removed: 2,327] [added: 1,506] | | | $ | [removed: 1,382] [added: 2,327] | |

| (a) | Net income attributable to noncontrolling interests includes $33 million, [removed: $41] [added: $33] million and [removed: $37] [added: $41] million for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively, relating to redeemable noncontrolling interests. |

CONSOLIDATED [removed: AND COMBINED] BALANCE SHEETS

| | | [added: 2020 | | | |] 2019 | | | | 2018 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 3,234 | | | [removed: $] | 2,500 | | [added: | | 19 | |]

| Receivables, net | | | [removed: 1,967] [added: 1,888] | | | | [removed: 1,833] [added: 1,967] | |

| [Management’s Report on Internal Control Over Financial Reporting](#Managements_Report_ICFR) | 57 |

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Fox Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

The Company’s internal control over financial reporting includes those policies and procedures that:

| | • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Fox Corporation; |

| | • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America; |

| | • | provide reasonable assurance that receipts and expenditures of Fox Corporation are being made only in accordance with authorization of management and directors of Fox Corporation; and |

| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. |

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

Fox Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements.

Also, the assessment of the effectiveness of internal control over financial reporting was made as of a specific date.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Company’s principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox Corporation’s internal control over financial reporting as of June 30, 2020, based on the framework set forth in “*Internal Control — Integrated Framework*” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this evaluation, management determined that, as of June 30, 2020, Fox Corporation maintained effective internal control over financial reporting.

Ernst & Young LLP, the independent registered public accounting firm who audited and reported on the Consolidated and Combined Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2020, has audited the Company’s internal control over financial reporting.

Their report appears on the following page.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on Internal Control Over Financial Reporting

We have audited Fox Corporation’s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Fox Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Fox Corporation as of June 30, 2020 and 2019, 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, 2020, and the related notes and our report dated August 10, 2020 expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

To the Board of Directors and Stockholders of Fox Corporation:

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 10, 2020 expressed an unqualified opinion thereon.

Adoption of ASU 2016-02

As discussed in Note 2 to the consolidated financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASU 2016-02, Leases.

Basis for Opinion

We are a public accounting firm registered with the 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.

Critical Audit Matters

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.

August 9, 2019

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| Total current liabilities | | | 1,712 | | | | 1,759 | |

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| Balance, June 30, 2016 | | | \- | | | $ | \- | | | | \- | | | $ | \- | | | $ | 6,472 | | | $ | \- | | | $ | \- | | | $ | (69 | ) | | $ | 6,403 | | | $ | \- | | | $ | 6,403 | |

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corporate services.

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.

[removed: Other than as described above, there] [added: There] were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth quarter of fiscal [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s report and the report of the independent registered public accounting firm thereon are set forth on pages 57 and 58, respectively, and are incorporated herein by reference.

Due to the COVID-19 pandemic, most of the Company’s employees are working remotely, and the Company is striving to minimize the impact of this on the design and effectiveness of the Company’s internal control over financial reporting.

The Company is continually monitoring and assessing its internal control over financial reporting and has not experienced any material impact to its internal control over financial reporting due to the COVID-19 pandemic.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Under the rules and regulations of the SEC, the Company is not required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until the Company files its Annual Report on Form 10-K for fiscal year ending June 30, 2020.

Since the Transaction, several aspects of the Company’s internal control over financial reporting have changed.

The Company historically relied on certain financial, administrative and other resources of 21CF to manage specific aspects of its business and report results.

In connection with the Transaction, the Company entered into a transition services agreement with 21CF and Disney under which 21CF is providing some of these services to the Company on a transitional basis.

In addition, in connection with the Transaction, the Company has implemented new corporate and oversight functions, such as a Board of Directors, legal, treasury, corporate communications and investor relations.

The Company has also revised and adopted policies, as needed, to meet the regulatory requirements applicable to a standalone publicly traded company and is undertaking a redesign of several business processes.

As business processes and controls change as a result of this ongoing effort, the Company will continue to identify, document and evaluate key controls to ensure its internal control over financial reporting is effective.

| [removed: ITEMS] [added: ITEMS] 10, 11, 12, 13 AND [removed: 14.] [added: 14.] | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE; PRINCIPAL ACCOUNTANT FEES AND SERVICES. |

The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed in connection with its [removed: 2019] [added: 2020] Annual Meeting of Stockholders pursuant to Regulation 14A.

| | 1. | The Company’s Consolidated and Combined Financial Statements required to be filed as part of this Annual Report and the [removed: Report] [added: Reports] of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data. |

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

| 2.2 | | [Tax Matters Agreement, dated as of March 19, 2019, between Twenty-First Century Fox, Inc., the Registrant and The Walt Disney Company (incorporated herein by reference to Exhibit 2.2 to the March 14, 2019 Form 8-K). [removed: Y](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex22.htm)] [added: ѱ](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex22.htm)] |

| [removed: 4.1] [added: 10.11] | | [removed: [Rights Agreement] [added: [Stockholders Agreement, dated as of November 6, 2019, by and] between the Registrant and [removed: Computershare] [added: the Murdoch Family] Trust [removed: Company, N.A., as Rights Agent ("Computershare"), dated as of March 19, 2019] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.1] to the [removed: March 14, 2019] [added: Registrant’s Current Report on] Form [removed: 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex41.htm)] [added: 8-K dated November 5, 2019 and filed with the SEC on November 6, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm)] |

| [removed: 4.2] [added: 10.8] | | [removed: [Amendment to Rights Agreement, dated as] [added: [Form] of [removed: June 13, 2019, between the Registrant and Computershare, as Rights Agent] [added: Consent Agreement] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.1] to the Registrant’s Current Report on Form 8-K dated [removed: June 13, 2019] [added: April 22, 2020] and filed with the SEC on [removed: June 13, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519172488/d764331dex42.htm)] [added: April 22, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000119312520115030/d915245dex101.htm)] |

| [removed: 4.3] [added: 4.1] | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex43_573.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)] |

| [removed: 10.8] [added: 10.9] | | [Credit Agreement, dated as of March 15, 2019, among the Registrant, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, JP Morgan Chase Bank, N.A. and Morgan Stanley Bank, N.A., as Co-Documentation Agents, and Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 15, 2019 and filed with the SEC on March 15, [removed: 2019 (the “March 15, 2019 Form 8-K”)). Y](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm)] [added: 2019). ѱ](http://www.sec.gov/Archives/edgar/data/1754301/000119312519076846/d721945dex101.htm)] |

| 21.1 | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex211_597.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex211_10.htm)] |

| 23.1 | | [Consent of Independent Registered Public Accounting [removed: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex231_429.htm)] [added: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex231_7.htm)] |

| 31.1 | | [Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex311_102.htm)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex311_11.htm)] |

| 31.2 | | [Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex312_101.htm)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex312_6.htm)] |

| 32.1 | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000156459019031285/fox-ex321_100.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex321_8.htm)] |

| 101 | | The following financial information from the [removed: Registrant’s] [added: Company’s] Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2019] [added: 2020] formatted in [added: Inline] XBRL (eXtensible Business Reporting Language): (i) Consolidated and Combined Statements of Operations for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] (ii) Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] (iii) Consolidated [removed: and Combined] Balance Sheets as of June 30, [removed: 2019] [added: 2020] and [removed: 2018;] [added: 2019;] (iv) Consolidated and Combined Statements of Cash Flows for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] (v) Consolidated and Combined Statements of Equity for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] and (vi) Notes to the Consolidated and Combined Financial Statements.* |

| [removed: Y] [added: ѱ] | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request. |

| 4.2 | | [Indenture, dated as of January 25, 2019, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form 10-12B/A filed with the SEC on January 25, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519017213/d624266dex41.htm) |

| 10.10 | | [First Amendment to Credit Agreement, dated as of April 1, 2020, among the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 31, 2020 and filed with the SEC on April 2, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000156459020014985/fox-ex101_35.htm) |

| | | |

| | | |

| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |

The Registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments defining the rights of holders of outstanding long-term debt that are not required to be filed herewith.

| 3.3 | | [Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of the Registrant (incorporated herein by reference to Exhibit 3.3 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex33.htm) |

_________________________

Date: August [removed: 9, 2019][added: 10, 2020]

| /S/ [removed: Lachlan] [added: LACHLAN] K. MURDOCH Lachlan K. Murdoch | | Executive Chairman and Chief Executive Officer (Principal Executive Officer) | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ [removed: Steven Tomsic] [added: STEVEN TOMSIC] Steven Tomsic | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ K. RUPERT MURDOCH K. Rupert Murdoch | | Chairman | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ CHASE CAREY Chase Carey | | Director | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ [removed: Anne Dias] [added: ANNE DIAS] Anne Dias | | Director | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ [removed: Roland] [added: ROLAND] A. [removed: Hernandez] [added: HERNANDEZ] Roland A. Hernandez | | Director | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ JACQUES NASSER Jacques Nasser | | Director | | | August [removed: 9, 2019] [added: 10, 2020] |

| /S/ [removed: Paul] [added: PAUL] D. [removed: Ryan] [added: RYAN] Paul D. Ryan | | Director | | | August [removed: 9, 2019] [added: 10, 2020] |