Item 3. LEGAL PROCEEDINGS

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Item 3. LEGAL PROCEEDINGS

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

ITEM 4**.**MINE SAFETY DISCLOSURES

Not applicable.

PART II

I****TEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Fox Corporation’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”), are listed and traded on The Nasdaq Global Select Market under the symbols “FOXA” and “FOX,” respectively. As of June 30, 2021, there were approximately 17,700 holders of record of shares of Class A Common Stock and approximately 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 2021:

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 2021
Class A common stock(d)7,045,530$27.26
Class B common stock(d)2,838,96927.45
Total second quarter fiscal 2021
Class A common stock3,589,46427.87
Class B common stock1,736,91428.13
Total third quarter fiscal 2021
Class A common stock6,531,11234.39
Class B common stock2,408,43733.84
Total fourth quarter fiscal 2021
Class A common stock5,153,04337.50
Class B common stock2,272,47936.15
Total fiscal 2021
Class A common stock(d)22,319,14931.81
Class B common stock(d)9,256,79931.37
31,575,948$2,400
(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 (the “Board”) had authorized a stock repurchase program providing for the repurchase of $2 billion of the Company’s Common Stock. 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 two accelerated share repurchase (“ASR”) agreements to repurchase $154 million of Class A Common Stock and $66 million of Class B Common Stock in August 2020. In accordance with the ASR agreements, in August 2020, the Company paid a third-party financial institution $154 million and $66 million and received deliveries of approximately 5.6 million and 2.4 million shares of Class A Common Stock and Class B Common 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 32 million shares of Common Stock for $1 billion during fiscal 2021.

I****TEM 6.SELECTED FINANCIAL DATA

The selected consolidated and combined financial data should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8—Financial Statements and Supplementary Data” and the other financial information included elsewhere herein.

For the years ended June 30,
2021(a)2020(a)2019(a)2018(b)2017(c)
(in millions, except per share data)
STATEMENT OF OPERATIONS DATA
Revenues$12,909$12,303$11,389$10,153$9,921
Net income attributable to Fox Corporation stockholders$2,150$999$1,595$2,187$1,372
Net income attributable to Fox Corporation stockholders per share - basic(d)$3.64$1.63$2.57$3.52$2.21
Net income attributable to Fox Corporation stockholders per share - diluted(d)$3.61$1.62$2.57$3.52$2.21
Cash dividend per share$0.46$0.46$0.23$-$-
As of June 30,
20212020201920182017
(in millions)
BALANCE SHEET DATA
Cash and cash equivalents$5,886$4,645$3,234$2,500$19
Total assets22,92621,75019,50913,12110,348
Borrowings7,9517,9466,751--
Fox Corporation stockholders' equity11,12310,0949,9479,5946,093
(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 2021, 2020 and 2019.
(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.
(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.
(d)On March 19, 2019, the date of the Distribution, 621 million shares of the Company’s Common Stock were distributed to 21CF stockholders (other than holders that were subsidiaries of 21CF). These 621 million shares have been utilized for the calculation of basic and diluted earnings per share for all periods presented that ended prior to the date of the Distribution as no shares of common stock or equity-based awards of the Company were outstanding prior to that date (See Note 2—Summary of Significant Accounting Policies to the accompanying Consolidated and Combined Financial Statements of FOX under the heading “Earnings per share”).

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