Fox (FOXA) 10-K risk factor changes: FY2021 vs FY2020

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Prospective investors should consider carefully the risk factors set forth below before making an investment in the Company’s securities.

Risks Related to Macroeconomic Conditions, Our Business and Our Industry

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 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.

Although the COVID-19 pandemic did not cause a significant reduction in the Company’s advertisers’ spending in fiscal 2021, future declines in the economic prospects of advertisers or the economy in general could negatively impact their advertising expenditures further.

To date, the Company has not experienced meaningful subscriber declines due to the pandemic.

However, there could be industry-wide changes in consumer behavior due to the pandemic, such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, that could 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.

As a result of the COVID-19 pandemic, there have been cancellations or postponements of live sports events to which the Company has broadcast rights and suspensions of the production of certain entertainment content.

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

To the extent the COVID-19 or other pandemic further negatively impacts the timing of or 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.

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 and 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 the Company’s workforce and operations and those of its business partners.

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

The Company expects a portion of its employees will continue to work in a “hybrid” manner on-site and at home which, despite the Company’s continuing investment in secure technologies and processes, may subject the Company to increased data security risks.

As and when employees return to their places of work, it poses various risks to the Company, including compliance and litigation risks.

These workplace changes have subjected the Company to increased operating costs and the Company expects to incur additional such costs in the future.

The magnitude of the impact of the COVID-19 pandemic on the Company remains uncertain and subject to change and will depend on evolving factors the Company may not be able to control or accurately predict.

These include the duration and scope of the pandemic (including the extent of future surges, mutations or strains of the disease and the efficacy of vaccination and other efforts to contain the virus or treat its impact); the duration and extent of the pandemic’s impact on global and regional economies and economic activity, 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 that have been and may continue to be imposed in response to the pandemic; the impact of the pandemic on the health, well-being and productivity of the Company’s employees and the Company’s ability to conduct its operations; and potential changes in consumer behavior.

The COVID-19 pandemic and other widespread health emergencies or pandemics could have a material adverse effect on the Company’s business, financial condition or results of operations.

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.

Technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content and have affected advertisers’ options for reaching their target audiences.

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 multiplatform 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 the programming on its traditional linear networks, which could lead to lower affiliate fee and advertising revenues.

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

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

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

The Company continues to focus on expanding its digital distribution offerings and direct engagement with consumers, including Tubi, FOX Nation and other offerings.

However, if the Company fails to protect and exploit the value of its content while responding to, and developing new technology and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company’s business, financial condition and results of operations.

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Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”).

This section should be read together with the consolidated and combined financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

The consolidated and combined financial statements are referred to as the “Financial Statements” herein.

INTRODUCTION

The Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”) of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the “Distribution”) in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, 354 million and 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), FOX Entertainment, FOX Sports, FOX Television Stations, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network, and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities.

The Separation and the Distribution were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF Disney Merger Agreement”), by and among 21CF, The Walt Disney Company (“Disney”) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the “Dividend”).

The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the “Transaction Tax”) was $6.5 billion.

Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF.

The Transaction Tax included a prepayment of the Company’s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks (“RSNs”), 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 all such tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of Disney.

Any such adjustment is not expected to have a material impact on the results of the Company.

During the first quarter of fiscal 2021, the Company and Disney reached an agreement to settle the majority of the prepaid Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company’s prepayment based upon the sales price of the RSNs.

This reimbursement was recorded in Other, net in the Statement of Operations (See Note 21—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”).

As a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values.

This resulted in estimated annual tax deductions of approximately $1.5 billion, principally over the next 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 approximately 25%.

Such estimates are subject to revisions, which could be material, based upon the occurrence of future events including, among other things, a refund of the prepayment discussed above.

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’s relationship with 21CF and Disney following the Separation.

These include the Separation Agreement, a tax matters agreement, transition services agreements, as well as agreements relating to intellectual property licenses, employee matters, commercial arrangements and the FOX Studio Lot lease.

The core transition services agreements will

terminate in accordance with their terms by September 2021.

See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “The Distribution” for additional information.

Basis of Presentation

The Company’s financial statements as of and for the years ended June 30, 2021 and 2020 are presented on a consolidated basis.

The Company’s consolidated financial statements for the years ended June 30, 2021 and 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, 2021 and 2020 consist of the Company’s consolidated balances.

Prior to the Distribution, 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.

These financial statements reflect the combined historical results of operations, financial position and cash flows of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses.

The Consolidated and Combined Statements of Operations for the year ended June 30, 2019 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.

21CF did not routinely allocate these costs to any of its business units.

These expenses 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.

Management believes the assumptions underlying the financial statements, including the assumptions regarding allocating general corporate expenses from 21CF, are reasonable.

Nevertheless, the financial statements may not include all of the actual expenses that would have been incurred by FOX and may not reflect FOX’s consolidated results of operations, financial position and cash flows had it been a standalone company during the entirety of the periods presented.

Actual costs that would have been incurred if FOX had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations.

This discussion is organized as follows:

| | • | Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) 2021 or early fiscal 2022 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. |

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

As of June 30, [removed: 2020,] [added: 2021,] all [removed: 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: [removed: liability(a)] [added: liability] | | $ | [removed: (9,746)] [added: (9,474] | [added: )] | | $ | [removed: (7,643] [added: (9,746] | ) |

| Potential change in fair values resulting from a 10% adverse change in quoted interest [removed: rates: loss] [added: rates] | | $ | [removed: (190)] [added: (173] | [added: )] | | $ | [removed: (259] [added: (190] | ) |

| Total fair value of common stock investments | | $ | [removed: 531] [added: 788] | | | $ | [removed: 761] [added: 531] | |

| Potential change in fair values resulting from a 10% adverse change in quoted market [removed: prices: loss(a)] [added: prices] | | $ | [removed: (53)] [added: (79] | [added: )] | | $ | [removed: (76] [added: (53] | ) |

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

| | | 2021 | | | | 2020 | | |

| | | 2021 | | | | 2020 | | |

| --- | --- |

| | | 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. |

| (a) | These investments are recorded at fair value each reporting period and any associated unrealized gains and losses are recorded in the Consolidated Statements of Operations in accordance with Accounting Standards Codification 321 “Investments—Equity Securities” (See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Investments”). |

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

Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, [removed: 2020] [added: 2021] (“fiscal [removed: 2020”)] [added: 2021”)] to “FOX,” the “Company,” “we” or “us” mean Fox Corporation and its consolidated subsidiaries.

[added: We refer to the foregoing as the “Transaction.”] In connection with the Transaction, the Company was formed with a focused portfolio of domestic media assets in live news and sports and original entertainment [removed: programming, including leading brands FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations.][added: programming.]

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

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

[removed: At] [added: As of] June 30, [removed: 2020, the Company] [added: 2021, we] had approximately 9,000 full-time employees.

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

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 brands and premium [removed: programming, with a] [added: programming that] focus on live and “appointment-based” [removed: content that brings communities together,] [added: content,] a significant presence in major [removed: markets] [added: markets,] and [removed: 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 [removed: the premier] [added: a leading] destination for live sports events and sports commentary.

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

These brands and others in our portfolio, including our [added: owned and operated] local [removed: station affiliates] [added: television stations] broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers.

[added: For over 19 consecutive years,] FOX News has been the [removed: #1 national cable news network for over 18 years and is the] top-rated national cable news [removed: network] [added: channel] in [added: both Monday to Friday] primetime and total [removed: viewing across key demographics as of June 2020.][added: day viewing, according to Nielsen.]

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

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 [added: traditional media companies are facing] relating to rapidly evolving technologies and changes in consumer [removed: behavior that traditional media companies are facing.][added: behavior.]

FOX News and FOX Business are available in approximately [removed: 80] [added: 75] million U.S. households and the FOX Network is available in essentially all U.S. households.

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 [added: other digital products, such as] the [removed: rebranding of] [added: FOX News Audio radio and podcast business and] the FOX [removed: Business suite of digital products.][added: Weather free advertising-supported streaming service, which is scheduled to launch in late 2021.]

FOX Entertainment is investing in more co-production arrangements and owns a stake in nearly all new series that aired on the FOX Network during the [removed: 2019-2020] [added: 2020-2021] broadcast season.

Additionally, we expect our enhanced ability to acquire independent programming through co-production arrangements will facilitate growth by enabling us to directly manage the economics and [removed: programming decisions of our broadcast network and stations group.]

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

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

[removed: 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 [removed: 100% owned] [added: wholly-owned] digital platform to access a wider digital audience and [removed: to] further the reach of our content.

[removed: 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] [added: We] own an equity stake in Flutter and maintain valuable options to acquire [removed: up to 50% of The Stars Group’s U.S. business and] approximately 18.5% of FanDuel Group, a majority-owned subsidiary of [removed: Flutter.][added: Flutter, and up to 50% of the U.S. business of Flutter subsidiary, The Stars Group.]

The [removed: 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.

For [removed: more information,] [added: a discussion of the risks to the Company relating to COVID-19,] 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 [removed: operations” and] [added: operations.” For a discussion of the impacts of COVID-19 on our businesses, see] Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview of the Company’s Business – Other Business [removed: Developments.”][added: Developments” and Note 1, “Description of Business and Basis of Presentation,” to the consolidated financial statements included in this Annual Report.]

The Cable Network Programming segment produces and licenses news, business news and sports content for distribution primarily through MVPDs primarily in the U.S. The businesses in this segment include FOX News Media (which [removed: is comprised of] [added: includes] FOX News and FOX Business) and our primary cable sports programming networks FS1, [removed: FS2 and] [added: FS2, the] Big Ten [removed: Network.][added: Network and FOX Deportes.]

The following table lists the Company’s significant cable networks and the number of subscribers as estimated by Nielsen Media Research [removed: (“Nielsen”):][added: (“Nielsen”):*]

| | As of June 30, | | [added: |]

| | (in millions) | | [added: |]

| FOX News Media Networks | | | [added: |]

| FOX News | [removed: 83] [added: 77] | [removed: 84] | [added: 83 |]

| FOX Business | [removed: 80] [added: 73] | [removed: 82] | [added: 80 |]

| FOX Sports Networks | | | [added: |]

| FS1 | [removed: 80] [added: 74] | [removed: 81] | [added: 80 |]

| FS2 | [removed: 59] [added: 54] | [removed: 58] | [added: 59 |]

| [added: The] Big Ten Network | [removed: 57] [added: 51] | [added: |] 57 |

| FOX Deportes | [removed: 20] [added: 16] | [removed: 21] | [added: 20 |]

[removed: As of June 2020,] [added: For over 19 consecutive years,] FOX News [removed: is] [added: has been] the top-rated national cable news channel in both Monday to Friday primetime and total day [removed: viewing and has held its #1 status for over 18 years, according to Nielsen.][added: viewing.]

FOX News also finished [removed: fiscal] [added: calendar year] 2020 as the #1 [removed: network among all] cable [removed: networks] [added: network] in Monday to Friday [removed: primetime and] total day viewing among [removed: total viewers for] the [removed: fifth year in a row and] [added: key Adults 25-54 demographic,] as [added: well as] the #1 [removed: network of all] cable [removed: networks from] [added: network in] Monday to Friday [removed: in] [added: primetime and] total day viewing among [removed: Adults 25-54,] [added: total viewers for the fifth consecutive year,] according to Nielsen.

[removed: Fiscal] [added: Calendar year] 2020 was FOX Business’ highest rated year ever among total viewers in business [removed: day and its Lou Dobbs Tonight program was the #1 program on any business network among total viewers.][added: day.]

FS1 is a multi-sport national network that features live events, including National Association of Stock Car Auto Racing (“NASCAR”), college football, college basketball, [removed: the Bundesliga,] [added: The Spring League,] the FIFA [added: Men’s and Women’s] World Cup, Major League Soccer (“MLS”), [added: U.S. Soccer Federation Men’s and Women’s] National [removed: Hot Rod Association (“NHRA”), Premier Boxing Champions (“PBC”)] [added: Team Soccer (USSF)] and [removed: Fédération Internationale de l’Automobile Formula E Championship (“Formula E”),] [added: horse racing,] as well as regular season and post-season MLB games.

The core transition services agreements will terminate in accordance with their terms by September 2021.

We are providing our website address solely for the information of investors.

We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Annual Report as being posted on the website, into this Annual Report.

Tubi, a leading AVOD service, attracts a young, diverse and loyal audience to its 35,000 programming titles.

FOX News also finished calendar year 2020 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the fifth consecutive year.

FOX Sports programming was #1 in live sports viewership among all television networks as of June 2021, including the #1 show on television, *America’s Game of the Week*.

FOX Network programming (including sports) ranked #1 among all broadcast

network primetime programming for the 2020-2021 broadcast season in the key 18 to 49 demographic for the second consecutive season.

FOX Entertainment delivered the top primetime show *The Masked Singer*, as well as the #1 new comedy, *Call Me Kat*, and the #1 new unscripted show, *I Can See Your Voice*.

The FOX Television Stations ended fiscal 2021 covering 18 Nielsen-designated market areas (“DMAs”), including 14 of the 15 largest, and was the #1 or #2 local news provider in more than half of the markets in which it operates.

FOX has helped Tubi become one of the most relevant and fastest growing AVOD services in the country in fiscal 2021, with over 50% growth in total view time (the total number of hours watched) compared to the prior fiscal year.

Tubi’s ubiquitous availability both online and through its app provides broad distribution of films, episodic television programming and live local and national news content.

In calendar year 2021, Tubi will carry nearly 100 local station feeds (including feeds of our owned and operated stations), covering 58 DMAs and 24 of the top 25 markets.

In March 2021, FOX Sports reached a new and expanded 11-year media rights agreement with the NFL that extends FOX Sports’ coverage of premier NFC games, creates new and exclusive holiday games on the FOX Network and expands FOX’s digital rights to enable future direct-to-consumer opportunities as well as NFL programming on Tubi.

We will continue to invest in content, technology and marketing at Tubi to attract new viewers and retain Tubi’s existing audience.

programming decisions of our broadcast network and stations group.

For example, in fiscal 2020, we acquired leading AVOD service Tubi.

As of June 2021, Tubi continues to experience significant growth in total view time across a library of 35,000 titles, as well as key FOX entertainment, news and sports programming.

As of June 2021, Tubi streamed over 3 billion hours of content, a record for the platform, to a young, diverse and loyal audience advertisers are eager to reach.

Additionally, FOX Sports has entered into a national media and sports wagering partnership with Flutter Entertainment plc (“Flutter”), which offers FOX Bet Super 6, a national free-to-play game with a user base of approximately 5 million registered accounts as of June 2021, and the FOX Bet sportsbook mobile app in New Jersey, Pennsylvania, Colorado and Michigan.

FOX News Media operates a number of high-growth digital businesses, including two direct-to-consumer services.

FOX Nation, an SVOD service available to U.S. consumers, offers a variety of on-demand content, including original programming from popular opinion hosts.

Outside the U.S., FOX News Media operates Fox News International, an SVOD service that features a digital feed of the linear FOX News network and a variety of on-demand content.

In addition, in June 2021, the Company acquired Outkick Media, LLC, a digital media company focused on the intersection of sports, news and entertainment.

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

| | 2021 | | 2020 |

| * | Disruption in Nielsen’s ability to maintain the efficacy of its in-home panel due to the COVID-19 pandemic had a negative impact on subscriber and audience estimates as reported between June 30, 2020 and June 30, 2021. |

In fiscal 2021, the Company increased its ownership interest in the Big Ten Network to approximately 61%.

FOX News Media operates two direct-to-consumer services: FOX Nation, an SVOD service available to U.S. consumers that offers a variety of on-demand content, including original programming from popular opinion hosts, and the FOX News International SVOD service, which was launched in fiscal 2021 and delivers feeds of the linear FOX News and FOX Business networks and select on-demand programming to international subscribers.

The Company also distributes non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such as photography, artwork and graphical design across FOX-branded social media, third party video and audio platforms.

Outkick Media.

In June 2021, the Company acquired Outkick Media, LLC, a digital media company focused on the intersection of sports, news and entertainment.

Additionally, MVPDs and online and social media

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

| TOTAL | | | | | | | | | | 38.7% |

| * | Denotes a market where stations are also broadcasting in the ATSC 3.0 “NextGenTV” standard in partnership with broadcasters in the applicable DMA through channel sharing arrangements or, in the case of WRBW in Orlando, the station has made the conversion to and is broadcasting in the ATSC 3.0 standard. |

| --- | --- |

The FOX Network programming ranked #1 among all broadcast network primetime programming for the 2020-2021 broadcast season for a second consecutive season in the 18 to 49 year old audience (based on Nielsen’s commercial+7 ratings) and led the broadcast season by a 10% margin over NBC Television Network (“NBC”) and CBS Television Network (“CBS”), which tied for second place in the 18 to 49 year old audience.

Warner Bros.

Television Studios, and independent television production companies pursuant to license agreements.

We refer to the foregoing as the “Transaction.”

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.

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.

traditional linear television.

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.

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.

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

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.

| | 2020 | 2019 |

The Company owns an approximate 51% interest in the Big Ten Network.

In addition, in fiscal 2019, FOX News launched the FOX Nation SVOD service that delivers premium content complementary to FOX News directly to consumers.

*FOX Sports College Properties.* FOX Sports College Properties, a division of Home Team Sports (“HTS”), holds the exclusive multi-media and sponsorship representation rights for the University of Southern California and the Los Angeles Memorial Coliseum, Michigan State University, University of Florida, Auburn, San Diego State, Georgetown, Villanova and the BIG EAST Conference.

HTS is a multi-media sales unit that connects advertisers with every MLB, NHL and National Basketball Association (“NBA”) home team in the U.S.

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

see “—The FOX Network.” In addition, FOX Television Stations owns and operates 10 stations broadcasting programming from MyNetworkTV.

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

| TOTAL | | | | | | 39.2% |

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.

In August 2019, the Company acquired Bento Box Entertainment, LLC (“Bento Box”), an animation development and production company.

In April 2020, the Company acquired Tubi, which owns and operates an AVOD service.

The Tubi service is available on 25 digital platforms and features licensed film and episodic television programming from over 250 content partners in addition to FOX content, such as *The Masked Singer*.

During fiscal 2019, the Company acquired a 4.99% equity interest in The Stars Group Inc. (“The Stars Group”) and the Company and The Stars Group launched FOX Bet, a national media and sports wagering partnership in the U.S. during fiscal 2020.

In May 2020, The Stars Group combined with Flutter to create a global leader in sports betting and gaming.

Under the FCC’s local television ownership rule, one party may own up to two television stations in the same DMA and presumptively only one station ranked among the top-four stations based on audience share as of the application date.

In November 2017, the FCC issued a reconsideration order that relaxed the local television ownership rule so that, among other things, station owners could petition the FCC to permit ownership of two stations among the top four in a market.

As discussed below, the United States Court of Appeals for the Third Circuit (the “Third Circuit”) vacated the FCC’s order and that decision is on appeal to the U.S. Supreme Court.

If the U.S. Supreme Court affirms the Third Circuit’s decision reinstating the cross-ownership rule, the Company’s operations or future conduct, including the acquisition of any broadcast networks, or stations or any newspapers, in the same local markets in which News Corp owns or operates newspapers or has acquired television stations, may affect News Corp’s ability to own and operate its business in compliance with the rule.

The 2013 separation agreement between News Corp and 21CF, the relevant part of which transferred to the Company, provides that if we acquire newspapers, radio or television broadcast stations or television broadcast networks in the U.S., and such acquisition would impede or be reasonably likely to impede News Corp’s business, then we will be required to take certain actions, including divesting assets, in order to permit News Corp to hold its media interests and comply with applicable rules.

C-Band Reallocation.

In order to free up additional spectrum that will likely be used to provide the next generation of commercial wireless broadband services, commonly referred to as 5G services, in March 2020 the FCC adopted a Report and Order that will reallocate through an FCC auction the lower 300 MHz portion of the 500 MHz in the 3.7 to 4.2 GHz (“C-Band”).

The C-Band forms the backbone of the infrastructure for how the Company delivers its programming to broadcast affiliates and traditional MVPDs.

Currently, there is no viable, scalable and reliable alternative for video delivery.

| [removed: ITEM] [added: ITEM] 4. | MINE SAFETY DISCLOSURES |

As of June 30, [removed: 2020,] [added: 2021,] there were approximately [removed: 18,500] [added: 17,700] holders of record of shares of Class A Common Stock and approximately [removed: 4,900] [added: 4,700] 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 [removed: 2020:][added: 2021:]

| Total first quarter fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | |

| Class A common [removed: stock] [added: stock(d)] | | | [removed: \-] [added: 7,045,530] | | | $ | [removed: \-] [added: 27.26] | | | | | |

| Class B common [removed: stock] [added: stock(d)] | | | [removed: \-] [added: 2,838,969] | | | | [removed: \-] [added: 27.45] | | | | | |

| Total second quarter fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | |

| Total third quarter fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | |

| Total fourth quarter fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | |

| Class A common stock | | | [removed: \-] [added: 3,589,464] | | | | [removed: \-] [added: 27.87] | | | | | |

| Total fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | |

| (c) | On November 6, 2019, the Company announced that its Board of Directors [added: (the “Board”)] had authorized a stock repurchase program providing for the repurchase of $2 billion of the Company’s Common Stock. [added: On June 17, 2021, the Company announced that the Board had authorized the repurchase of an additional $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 [removed: an] [added: two] accelerated share repurchase (“ASR”) [removed: agreement] [added: agreements] to repurchase [removed: $350] [added: $154] million of Class A Common Stock [added: and $66 million of Class B Common Stock] in [removed: November 2019.] [added: August 2020.] In accordance with the ASR [removed: agreement,] [added: agreements,] in [removed: November 2019,] [added: August 2020,] the Company paid a third-party financial institution [removed: $350] [added: $154] million and [removed: received an initial delivery of approximately eight] [added: $66] million [removed: 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] [added: and] received [removed: a final delivery] [added: deliveries] of approximately [removed: two] [added: 5.6] million [added: and 2.4 million] shares of Class A Common [removed: 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] [added: Stock and] Class [removed: A] [added: B] Common [removed: Stock during the term of the ASR agreement less a discount)] [added: Stock, respectively.] (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 [removed: 17] [added: 32] million shares of Common Stock for [removed: $600 million] [added: $1 billion] during fiscal [removed: 2020.][added: 2021.]

| | | [removed: 2020(a)] [added: 2021(a)] | | | | [removed: 2019(a)] [added: 2020(a)] | | | | [removed: 2018(a)] [added: 2019(a)] | | | | [removed: 2017(b)] [added: 2018(b)] | | | | [removed: 2016(c)] [added: 2017(c)] | | |

| Revenues | | $ | [removed: 12,303] [added: 12,909] | | | $ | [removed: 11,389] [added: 12,303] | | | $ | [removed: 10,153] [added: 11,389] | | | $ | [removed: 9,921] [added: 10,153] | | | $ | [removed: 8,894] [added: 9,921] | |

| Net income attributable to Fox Corporation stockholders | | $ | [removed: 999] [added: 2,150] | | | $ | [removed: 1,595] [added: 999] | | | $ | [removed: 2,187] [added: 1,595] | | | $ | [removed: 1,372] [added: 2,187] | | | $ | [removed: 1,072] [added: 1,372] | |

| Net income attributable to Fox Corporation stockholders per share - basic(d) | | $ | [removed: 1.63] [added: 3.64] | | | $ | [removed: 2.57] [added: 1.63] | | | $ | [removed: 3.52] [added: 2.57] | | | $ | [removed: 2.21] [added: 3.52] | | | $ | [removed: 1.73] [added: 2.21] | |

| Net income attributable to Fox Corporation stockholders per share - diluted(d) | | $ | [removed: 1.62] [added: 3.61] | | | $ | [removed: 2.57] [added: 1.62] | | | $ | [removed: 3.52] [added: 2.57] | | | $ | [removed: 2.21] [added: 3.52] | | | $ | [removed: 1.73] [added: 2.21] | |

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

| | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Cash and cash equivalents | | $ | [removed: 4,645] [added: 5,886] | | | $ | [removed: 3,234] [added: 4,645] | | | $ | [removed: 2,500] [added: 3,234] | | | $ | [removed: 19] [added: 2,500] | | | $ | [removed: 37] [added: 19] | |

| Total assets | | | [removed: 21,750] [added: 22,926] | | | | [removed: 19,509] [added: 21,750] | | | | [removed: 13,121] [added: 19,509] | | | | [removed: 10,348] [added: 13,121] | | | | [removed: 10,315] [added: 10,348] | |

| Borrowings | | | [removed: 7,946] [added: 7,951] | | | | [removed: 6,751] [added: 7,946] | | | | [removed: \-] [added: 6,751] | | | | \- | | | | \- | |

| Fox Corporation stockholders' equity | | | [removed: 10,094] [added: 11,123] | | | | [removed: 9,947] [added: 10,094] | | | | [removed: 9,594] [added: 9,947] | | | | [removed: 6,093] [added: 9,594] | | | | [removed: 6,403] [added: 6,093] | |

| (a) | See Notes 1, 2, 3, 4, 5 and 21 to the accompanying Consolidated and Combined Financial Statements of FOX for information with respect to significant acquisitions, disposals, accounting changes, restructuring charges, programming write-downs and other transactions during fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.] [added: 2019.] |

| [removed: (b)] [added: (c)] | 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. |

See Note 14—Commitments and Contingencies to the accompanying [added: Consolidated] Financial Statements [added: of FOX] under the heading [removed: “Contingencies.”][added: “Contingencies” for a discussion of the Company’s legal proceedings.]

| Class B common stock | | | 1,736,914 | | | | 28.13 | | | | | |

| Class A common stock | | | 6,531,112 | | | | 34.39 | | | | | |

| Class B common stock | | | 2,408,437 | | | | 33.84 | | | | | |

| Class A common stock | | | 5,153,043 | | | | 37.50 | | | | | |

| Class B common stock | | | 2,272,479 | | | | 36.15 | | | | | |

| Class A common stock(d) | | | 22,319,149 | | | | 31.81 | | | | | |

| Class B common stock(d) | | | 9,256,799 | | | | 31.37 | | | | | |

| | | | 31,575,948 | | | | | | | $ | 2,400 | |

| (b) | In fiscal 2018, as part of a voluntary auction to reclaim television broadcast station spectrum concluded by the Federal Communications Commission (“FCC”) in March 2017, FOX recorded a pre-tax gain of $102 million related to the portion of spectrum relinquished to the FCC, which was included in Other, net in the Combined Statement of Operations for fiscal 2018. |

| --- | --- |

In the ordinary course of business, the Company and its subsidiaries are defendants in or parties to various claims, actions and proceedings, which are at varying stages of investigation, arbitration or adjudication and involve a variety of areas of law.

Due to the inherent difficulty of predicting the outcome of litigation and claims, the Company often cannot predict what the eventual outcomes of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be.

An adverse outcome in one or more of these matters could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Profits Participants Litigation

In November 2015, Wark Entertainment, Inc., Temperance Brennan, L.P., Snooker Doodle Productions, Inc., and Bertha Blue, Inc. filed lawsuits against 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, Twentieth Century Fox Television (“TCFTV”), and Fox Broadcasting Corporation in the Superior Court of Los Angeles alleging improprieties relating to profits participation payments for the *Bones* television show.

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.

FOX News

The Company’s FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race.

The Company has resolved many of these claims and is contesting other claims in litigation.

The Company has also received regulatory and investigative inquiries relating to these matters.

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

The amount of liability, if any, that may result from these or related matters cannot be estimated at this time.

However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

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

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

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

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

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

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

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

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

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

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

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”).

| (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. |

In fiscal 2016, FOX recorded acquisition related costs of $50 million due to a revision of a contingency estimate related to a previous acquisition which was included in Other, net in the Combined Statement of Operations for fiscal 2016.

In fiscal 2016, 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.

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

As a result, FOX recorded a charge of $42 million which was included in Other, net in the Combined Statement of Operations for fiscal 2016.

| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”).

This section should be read together with the consolidated and combined financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

The consolidated and combined financial statements are referred to as the “Financial Statements” herein.

INTRODUCTION

The Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”) of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the “Distribution”) in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, 354 million and 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), FOX Entertainment, FOX Sports, FOX Television Stations, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network, and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities.

The Separation and the Distribution were effected as part of a series of transactions contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF Disney Merger Agreement”), by and among 21CF, The Walt Disney Company (“Disney”) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the “Dividend”).

For the fiscal year ended June 30, [removed: 2020][added: 2021]

As of December 31, [removed: 2019,] [added: 2020,] 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 [removed: $12.7] [added: $9.6] billion, based upon the closing price of [removed: $37.07] [added: $29.12] 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 [removed: $5.8] [added: $4.4] billion, based upon the closing price of [removed: $36.40] [added: $28.88] per share as quoted on The Nasdaq Global Select Market on that date.

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: 2020] [added: 2021] 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: 15] [added: 19] | |

| ITEM 1B. | | [UNRESOLVED STAFF COMMENTS](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | | [removed: 28] [added: 32] | |

| ITEM 2. | | [PROPERTIES](#ITEM_2_PROPERTIES) | | | [removed: 28] [added: 32] | |

| ITEM 3. | | [LEGAL [removed: PROCEEDINGS](#LEGAL_PROCEEDINGS)] [added: PROCEEDINGS](#ITEM_3_LEGAL_PRECEEDINGS)] | | | [removed: 28] [added: 32] | |

| ITEM 4. | | [MINE SAFETY DISCLOSURES](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | | [removed: 28] [added: 32] | |

| ITEM 5. | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM_5_MARKET_FOR_REGISTRANT) | | | [removed: 29] [added: 33] | |

| ITEM 6. | | [SELECTED FINANCIAL DATA](#ITEM_6_SELECTED_FINANCIAL) | | | [removed: 30] [added: 34] | |

| ITEM 7. | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ITEM_7_MDA)] [added: OPERATIONS](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] | | | [removed: 31] [added: 35] | |

| ITEM 7A. | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | | [removed: 55] [added: 57] | |

| ITEM 8. | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | | [removed: 56] [added: 58] | |

As of August 6, 2021, 323,404,058 shares of Class A Common Stock and 251,381,283 shares of Class B Common Stock were outstanding.

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.

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

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

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

| [Management’s Report on Internal Control Over Financial Reporting](#Managements_Report_ICFR) | [removed: 57] [added: 59] |

| [Reports of Independent Registered Public Accounting Firm](#Auditor_Reports) | [removed: 58] [added: 60] |

| [Consolidated [removed: and Combined] Statements of Operations for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_OPERATI)] [added: 2019](#CONSOLIDATED_COMBINED_STATEMENTS_OPERATI)] | [removed: 61] [added: 63] |

| [Consolidated [removed: and Combined] Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_COMPREH)] [added: 2019](#CONSOLIDATED_COMBINED_STATEMENTS_COMPREH)] | [removed: 62] [added: 64] |

| [Consolidated Balance Sheets as of June 30, [removed: 2020] [added: 2021] and [removed: 2019](#COMBINED_BALANCE_SHEETS)] [added: 2020](#CONSOLIDATED_BALANCE_SHEETS)] | [removed: 63] [added: 65] |

| [Consolidated [removed: and Combined] Statements of Cash Flows for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_CASH_FL)] [added: 2019](#CONSOLIDATED_COMBINED_STATEMENTS_CASH_FL)] | [removed: 64] [added: 66] |

| [Consolidated [removed: and Combined] Statements of Equity for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CONSOLIDATED_COMBINED_STATEMENTS_EQUITY)] [added: 2019](#STMTs_of_Equity)] | [removed: 65] [added: 67] |

| [Notes to the Consolidated and Combined Financial Statements](#NOTES_TO_CONSOLIDATED_COMBINED_FINANCIAL) | [removed: 66] [added: 68] |

| | [removed: •] [added: ●] | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Fox Corporation; |

| | [removed: •] [added: ●] | 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; |

| | [removed: •] [added: ●] | 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 |

| | [removed: •] [added: ●] | 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. |

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, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] has audited the Company’s internal control over financial reporting.

We have audited Fox Corporation’s internal control over financial reporting as of June 30, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated August 10, [removed: 2020] [added: 2021] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Fox Corporation (the “Company”) as of June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

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, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] expressed an unqualified opinion thereon.

As discussed in Note [removed: 2] [added: 10] to the consolidated [added: and combined] financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASU 2016-02, Leases.

| Description of the Matter | | As disclosed in Note 2 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company’s deferred tax assets. For the year ended June 30, [removed: 2020,] [added: 2021,] the Company had deferred tax assets before valuation allowances of [removed: $4.4] [added: $4.1] billion as disclosed in Note 16. |

| | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | $ | [removed: 12,303] [added: 12,909] | | | $ | [removed: 11,389] [added: 12,303] | | | $ | [removed: 10,153] [added: 11,389] | |

| Operating expenses | | | [removed: (7,807] [added: (8,037] | ) | | | [removed: (7,327] [added: (7,807] | ) | | | [removed: (6,505] [added: (7,327] | ) |

| Selling, general and administrative | | | [removed: (1,741] [added: (1,807] | ) | | | [removed: (1,419] [added: (1,741] | ) | | | [removed: (1,209] [added: (1,419] | ) |

| Depreciation and amortization | | | [removed: (258] [added: (300] | ) | | | [removed: (212] [added: (258] | ) | | | [removed: (171] [added: (212] | ) |

| Impairment and restructuring charges | | | [removed: (451] [added: (35] | ) | | | [removed: (26] [added: (451] | ) | | | [removed: (16] [added: (26] | ) |

| Interest expense | | | [removed: (369] [added: (395] | ) | | | [removed: (203] [added: (369] | ) | | | [removed: (43] [added: (203] | ) |

| Interest income | | | [removed: 35] [added: 4] | | | | [removed: 41] [added: 35] | | | | [removed: \-] [added: 41] | |

| Other, net | | | [removed: (248] [added: 579] | [removed: )] | | | [removed: (19] [added: (248] | ) | | | [removed: (39] [added: (19] | ) |

| Income before income tax [removed: (expense) benefit] [added: expense] | | | [removed: 1,464] [added: 2,918] | | | | [removed: 2,224] [added: 1,464] | | | | [removed: 2,170] [added: 2,224] | |

| Income tax [removed: (expense) benefit] [added: expense] | | | [removed: (402] [added: (717] | ) | | | [removed: (581] [added: (402] | ) | | | [removed: 58] [added: (581] | [added: )] |

| Net income | | | [removed: 1,062] [added: 2,201] | | | | [removed: 1,643] [added: 1,062] | | | | [removed: 2,228] [added: 1,643] | |

| Less: Net income attributable to noncontrolling interests | | | [removed: (63] [added: (51] | ) | | | [removed: (48] [added: (63] | ) | | | [removed: (41] [added: (48] | ) |

| Net income attributable to Fox Corporation stockholders | | $ | [removed: 999] [added: 2,150] | | | $ | [removed: 1,595] [added: 999] | | | $ | [removed: 2,187] [added: 1,595] | |

| Basic | | $ | [removed: 1.63] [added: 3.64] | | | $ | [removed: 2.57] [added: 1.63] | | | $ | [removed: 3.52] [added: 2.57] | |

| Diluted | | $ | [removed: 1.62] [added: 3.61] | | | $ | [removed: 2.57] [added: 1.62] | | | $ | [removed: 3.52] [added: 2.57] | |

| Net income | | $ | [removed: 1,062] [added: 2,201] | | | $ | [removed: 1,643] [added: 1,062] | | | $ | [removed: 2,228] [added: 1,643] | |

August 10, 2021

| | | 2021 | | | | 2020 | | |

| Borrowings | | $ | 749 | | | $ | \- | |

| Total current liabilities | | | 3,002 | | | | 1,906 | |

| Net income | | $ | 2,201 | | | $ | 1,062 | | | $ | 1,643 | |

| Accounts payable and accrued expenses | | | 282 | | | | (87 | ) | | | 231 | |

| Other changes, net | | | (224 | ) | | | (98 | ) | | | (98 | ) |

| Proceeds from dispositions, net | | | 93 | | | | 60 | | | | \- | |

| Non-operating cash flows from (to) The Walt Disney Company | | | 112 | | | | (95 | ) | | | \- | |

| Settlement of Divestiture Tax prepayment | | | 462 | | | | \- | | | | \- | |

| Purchase of subsidiary noncontrolling interest | | | (67 | ) | | | \- | | | | \- | |

| Dividends | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (272 | ) | | | \- | | | | (272 | ) | | | \- | | | | (272 | ) |

| Shares repurchased | | | (22 | ) | | | \- | | | | (9 | ) | | | \- | | | | \- | | | | (514 | ) | | | (487 | ) | | | \- | | | | (1,001 | ) | | | \- | | | | (1,001 | ) |

| Balance, June 30, 2021 | | | 324 | | | $ | 3 | | | | 252 | | | $ | 3 | | | $ | \- | | | $ | 9,453 | | | $ | 1,982 | | | $ | (318 | ) | | $ | 11,123 | | | $ | 2 | | | $ | 11,125 | |

The core transition services agreements will terminate in accordance with their terms by September 2021.

The core transition services agreements will terminate in accordance with their terms by September 2021.

This prepayment was in the amount of approximately $700 million.

During the first

quarter of fiscal 2021, the Company and Disney reached an agreement to settle the majority of the prepaid Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company’s prepayment based upon the sales price of the RSNs.

This reimbursement was recorded in Other, net in the Statement of Operations (See Note 21—Additional Financial Information under the heading “Other, net”).

The balance of the prepaid Divestiture Tax is subject to adjustment in the future, but any such adjustment is not expected to have a material impact on the results of the Company.

To date, the Company has not experienced meaningful subscriber declines due to the pandemic.

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

To the extent the COVID-19 or other pandemic further negatively impacts the timing of or the Company’s ability to air sports events, particularly Major League Baseball (“MLB”), National Football League (“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.

| | | 2021 | | | | 2020 | | |

Under ASC 920 the Company classifies entertainment programming rights with a contract duration of longer than a year in non-current inventories, net on the Balance Sheet.

Advances on sports events expected to be broadcast within one year and programs with an initial license period of one year or less are recorded in the current portion of inventories, net.

of the network programming provided over the contract term, which generally reflects the invoiced amount.

As of June 30, 2021, the Company had one customer that accounted for approximately 11% of the Company’s receivables.

On July 1, 2020, the Company adopted ASU 2019-02 on a prospective basis and reclassified entertainment programming rights, with a contract duration of longer than a year, that were previously classified as the current portion of inventories, net to non-current inventories, net on the Balance Sheet.

In addition,

Fiscal 2021

Outkick Media Acquisition

In June 2021, the Company acquired Outkick Media, LLC, a digital media company focused on the intersection of sports, news and entertainment.

Sports Marketing Business Divestiture

In March 2021, the Company sold its sports marketing businesses for cash consideration subject to post-closing adjustments and recorded a gain in Other, net in the Statement of Operations.

Overall, the fiscal 2021 Acquisitions and Disposals were not material to the Company.

Acquisitions and Disposals

Additional consideration, in the form of

The Company finalized its purchase price accounting for the acquisition during the fourth quarter of fiscal 2021 without any material adjustments.

| --- | --- |

FOX CORPORATION

August 10, 2020

| | | | | | | | | | | | | |

| Accounts payable and other liabilities | | | (306 | ) | | | 133 | | | | (193 | ) |

| Proceeds from the relinquishment of spectrum | | | \- | | | | \- | | | | 354 | |

| Balance, June 30, 2017 | | | \- | | | $ | \- | | | | \- | | | $ | \- | | | $ | 6,152 | | | $ | \- | | | $ | \- | | | $ | (59 | ) | | $ | 6,093 | | | $ | \- | | | $ | 6,093 | |

| Other | | | \- | | | | \- | | | | \- | | | | \- | | | | (121 | ) | | | \- | | | | \- | | | | \- | | | | (121 | ) | | | \- | | | | (121 | ) |

FOX CORPORATION

Generally, the term for the provision of services under the agreement extends for no longer than two years after the Separation, subject to certain rights of the parties to extend the term for an additional three months.

To the extent transition services are utilized during the first two years after the Separation, the charges paid by the recipient for the services are generally limited to the cost of providing such services.

The Company anticipates that it will generally be in a position to complete the transition of most services on or before the two-year anniversary of the Separation.

The Company’s financial statements for the year ended June 30, 2018 are presented on a combined basis as the Company was not a separate consolidated group prior to the Distribution.

These financial statements reflect the combined historical results of operations, financial position and cash flows of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses.

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

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.

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.

See Note 8—Goodwill and Intangible Assets, net under the heading “Annual Impairment Review” for additional information on the Company’s impairment assessments.

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

The Company’s receivables did not represent significant concentrations of credit risk as of June 30, 2020 or 2019.

Topic 842 requires recognition of lease liabilities and ROU assets on the balance sheet and disclosure of key information about leasing arrangements.

On July 1, 2019, the Company adopted Topic 842 on a modified retrospective basis and recorded operating lease liabilities and ROU assets of approximately $635 million and $585 million, respectively, at the date of adoption (See Note 10—Leases).

The difference between the Company’s initial recognition of operating lease liabilities and ROU assets, at the date of adoption, was primarily a result of the reclassification of the deferred rent liability.

In accordance with the guidance in Topic 842, the Company elected not to reassess (i) whether any existing contracts are or contain leases, (ii) lease classification for existing leases or (iii) capitalization of initial direct costs for existing leases.

During fiscal 2020, the Company early adopted ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”).

The objective of ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment.

Under previous GAAP, entities were required to test goodwill for impairment using a two-step approach.

Under the amendments in ASU 2017-04, an entity performs its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

During fiscal 2020, the Company early adopted ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”).

The amendments in ASU 2018-14 modify certain aspects of disclosure about defined benefit pension and other postretirement plans.

Issued

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), as amended.

The Company is currently evaluating the impact ASU 2016-13 will have on its financial statements.

The Company does not expect the adoption of ASU 2018-15 to have a material impact on its financial statements.

ASU 2019-02 is effective for the Company beginning July 1, 2020 on a prospective basis.

The Company does not expect the adoption of ASU 2019-02 to have a material impact on its financial statements.

During fiscal 2020, the Company completed acquisitions as more fully described below.

Accordingly, one transaction described below involved the Company acquiring control with an ownership stake of less than 100%.

In this instance, the allocation of consideration transferred reflects 100% of the fair value of the acquiree with the noncontrolling interests recorded at fair value.

Other Transactions

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: 2020] [added: 2021] Annual Meeting of Stockholders pursuant to Regulation 14A.

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

| | 2. | All other financial statement schedules are omitted because the required information is not applicable or because the information called for is included in the Company’s Consolidated [removed: and Combined] Financial Statements or the Notes to the Consolidated [removed: and Combined] Financial Statements. |

| 3.2 | | [Amended and Restated By-laws of [removed: the Registrant] [added: Fox Corporation] (incorporated herein by reference to Exhibit [removed: 3.2] [added: 3.1] to the [removed: March 14, 2019] [added: Company’s Current Report on] Form [removed: 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex32.htm)] [added: 8-K dated February 23, 2021 and filed with the SEC on February 24, 2021).](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)] |

| 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/1754301/000156459020038975/fox-ex41_290.htm)] [added: 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and filed with the SEC on August 10, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)] |

| 21.1 | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex211_10.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459021043103/fox-ex211_9.htm)] |

| 23.1 | | [Consent of Independent Registered Public Accounting [removed: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex231_7.htm)] [added: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459021043103/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/1754301/000156459020038975/fox-ex311_11.htm)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459021043103/fox-ex311_8.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/1754301/000156459020038975/fox-ex312_6.htm)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000156459021043103/fox-ex312_10.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/1754301/000156459020038975/fox-ex321_8.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000156459021043103/fox-ex321_11.htm)] |

| 101 | | The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2020] [added: 2021] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated [removed: and Combined] Statements of Operations for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] (ii) Consolidated [removed: and Combined] Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] (iii) Consolidated Balance Sheets as of June 30, [removed: 2020] [added: 2021] and [removed: 2019;] [added: 2020;] (iv) Consolidated [removed: and Combined] Statements of Cash Flows for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] (v) Consolidated [removed: and Combined] Statements of Equity for the fiscal years ended June 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] and (vi) Notes to the Consolidated [removed: and Combined] Financial Statements.* |

Date: August 10, [removed: 2020][added: 2021]

| /S/ LACHLAN K. MURDOCH Lachlan K. Murdoch | | Executive Chairman and Chief Executive Officer (Principal Executive Officer) | | | August 10, [removed: 2020] [added: 2021] |

| /S/ STEVEN TOMSIC Steven Tomsic | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | August 10, [removed: 2020] [added: 2021] |

| /S/ K. RUPERT MURDOCH K. Rupert Murdoch | | Chairman | | | August 10, [removed: 2020] [added: 2021] |

| /S/ CHASE CAREY Chase Carey | | Director | | | August 10, [removed: 2020] [added: 2021] |

| /S/ ANNE DIAS Anne Dias | | Director | | | August 10, [removed: 2020] [added: 2021] |

| /S/ ROLAND A. HERNANDEZ Roland A. Hernandez | | Director | | | August 10, [removed: 2020] [added: 2021] |

| /S/ JACQUES NASSER Jacques Nasser | | Director | | | August 10, [removed: 2020] [added: 2021] |

| /S/ PAUL D. RYAN Paul D. Ryan | | Director | | | August 10, [removed: 2020] [added: 2021] |

| /S/ WILLIAM A. BURCK William A. Burck | | Director | | | August 10, 2021 |