Fox (FOXA) 10-K risk factor changes: FY2022 vs FY2021

[removed: Risks] [added: Risks] Related to Macroeconomic Conditions, Our Business and Our [removed: Industry][added: Industry]

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

[removed: Although the] COVID-19 [removed: pandemic did not cause] [added: had] a significant [removed: reduction in] [added: negative impact on] the [removed: Company’s advertisers’] [added: Company's advertisers'] spending in fiscal [removed: 2021,] [added: 2020, which has lessened in subsequent years; however,] future declines in the economic prospects of advertisers or the economy in general could [added: further] negatively impact their advertising expenditures [removed: further.][added: in the future.]

[removed: However, there] [added: Although the Company has not experienced meaningful subscriber declines due to the pandemic, a worsening of the pandemic] could [removed: be] [added: cause] industry-wide changes in consumer [removed: behavior due to the pandemic,] [added: behavior,] such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, [removed: that] [added: which] could adversely affect the [removed: Company’s] [added: Company's future] affiliate fee and advertising revenues.

The [removed: Company’s] [added: Company's] business depends on the volume and popularity of the content it [removed: distributes, particularly sports content.][added: distributes.]

[removed: As a result of the] [added: Particularly in fiscal 2020 and fiscal 2021,] COVID-19 [removed: pandemic, there have been] [added: caused] cancellations [removed: or] [added: and] postponements of live sports events to which the Company [removed: has] [added: had] broadcast rights and suspensions of the production of certain entertainment content.

These content disruptions [removed: have] adversely affected the [removed: Company’s] [added: Company's] advertising and affiliate revenues and [removed: there could be additional adverse impacts on its advertising or affiliate fee revenues in the future.][added: operating expenses.]

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

The magnitude of the [added: continuing] impact of [removed: the] COVID-19 [removed: pandemic on the Company] [added: and its variants] remains uncertain and subject to change and will depend on evolving factors the Company may [removed: not] be [removed: able] [added: unable] to control or accurately predict.

These include the duration and scope of the [removed: 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);] [added: pandemic;] the duration and extent of [removed: the pandemic’s] [added: its] impact on global and regional economies and economic [removed: activity, the pace of economic recovery and the economic and operating conditions facing the Company and others in the pandemic’s aftermath;] [added: activity;] the effect of governmental [removed: actions that have been and may continue to be imposed in response to the pandemic;] [added: actions;] the impact of the pandemic on the health, well-being and productivity of the [removed: Company’s] [added: Company's] employees and the [removed: Company’s] [added: Company's] ability to conduct its operations; and potential changes in consumer behavior.

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

Consumer preferences have evolved towards [removed: digital] [added: SVOD and AVOD] services and other [removed: subscription services] [added: direct-to-consumer offerings] and there has been a substantial increase in the availability of [removed: programming] [added: content] with reduced advertising or without advertising at all.

In addition, consumers are increasingly using time-shifting and [removed: advertising-blocking] [added: advertising-skipping] technologies [added: such as DVRs] that enable them to fast-forward or circumvent advertisements.

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

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

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

The Company continues to focus on expanding its digital distribution offerings and direct engagement with consumers, including [removed: Tubi,] [added: through TUBI,] FOX [removed: Nation] [added: Nation, FOX Weather] and other offerings.

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

In addition, pandemics, natural and other disasters, acts of terrorism, [added: wars,] and political uncertainties [removed: or] [added: and] hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to pre-emptions.

As described [removed: above,] [added: below,] the COVID-19 pandemic [added: has] caused some of the [removed: Company’s] [added: Company's] advertisers to reduce their spending in [removed: fiscal 2021,] [added: recent years,] which [added: has] had a negative impact on the [removed: Company’s] [added: Company's] advertising revenues.

Major sports events, such as the [removed: NFL’s] [added: NFL's] *Super Bowl* and the FIFA *World Cup* and the state, congressional and presidential [removed: elections] [added: election] cycles also may cause the [removed: Company’s] [added: Company's] advertising revenues to vary substantially from year to year.

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

In addition, as described above, newer technologies and platforms are increasing the number of [added: media and entertainment choices available to audiences.]

Declines in advertising revenues may also be caused by regulatory intervention or other [removed: third party] [added: third-party] action that impacts where and when advertising may be placed.

Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do [removed: no] not accurately reflect actual viewership levels.

[removed: Because] [added: Because] the Company derives a significant portion of its revenues from a limited number of distributors, the failure to enter into or renew affiliation and carriage agreements on favorable terms, or at all, could have a material adverse effect on the [removed: Company’s] [added: Company's] business, financial condition or results of [removed: operations.][added: operations.]

[removed: The] [added: The] Company is exposed to risks associated with weak economic conditions [added: (including the current inflationary environment)] and increased volatility and disruption in the financial [removed: markets.][added: markets.]

The U.S. economy has experienced a period of weakness due [removed: to] [added: to, among other things,] the COVID-19 pandemic, which has had and may continue to have an adverse impact on the [removed: Company’s] [added: Company's] business, financial condition and results of operations.

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

Increased volatility and disruptions in the financial markets could make it more difficult [removed: and more] [added: or] expensive for the Company to refinance outstanding indebtedness and obtain new financing.

[removed: The Company’s] [added: The Company's] businesses operate in a highly competitive [removed: industry.][added: industry.]

Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; [removed: Internet-delivered platforms such as] [added: direct-to-consumer] live [removed: streaming,] [added: streaming platforms,] SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.

There can be no assurance that revenue from acquired rights contracts will exceed our costs for the rights, as well as the other costs of [added: producing and distributing the programming.]

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

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

[removed: Acceptance] [added: Acceptance] of the [removed: Company’s] [added: Company's] content by the public is difficult to predict, which could lead to fluctuations in [removed: revenues.][added: revenues.]

Competition for popular content, particularly sports and entertainment [added: programming, is intense, and the]

[removed: programming, is intense, and the] Company may need to increase the price it pays for popular content rights.

[removed: Damage] [added: Damage] to our brands, particularly the FOX brand, or our reputation could have a material adverse effect on our business, financial condition and results of [removed: operations.][added: operations.]

[removed: Our] [added: Our] investments in new businesses, products, services and technologies through acquisitions and other strategic investments present many risks, and we may not realize the financial and strategic goals we had contemplated, which could adversely affect our business, financial condition and results of [removed: operations.][added: operations.]

Political advertising expenditures are impacted by the ability and willingness of candidates and

Competitive pressures faced by MVPDs, particularly in light of the lower retail prices of streaming services, could adversely affect the terms of our contract renewals with MVPDs.

If there are similar disruptions in the future, there could be additional adverse impacts on such revenues or operating expenses.

In addition, some competitors that operate SVOD services have introduced or are planning to introduce advertising-supported offerings that may increase competition for audiences and/or advertising.

The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted.

While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are

costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

Although no content theft has been material to the Company's businesses to date, we expect to continue to be subject to content threats and there can be no assurance that we will not experience a material incident.

The number and complexity of these laws continues to increase.

For example, California, Virginia, Utah and Connecticut have passed legislation imposing

As a result, significant uncertainty exists as to their application and scope.

Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with data-driven targeted advertising in its digital offerings.

From time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC) and regulated as such, which could negatively impact the Company's distribution model.

Furthermore, new laws, regulations and standards related to environmental (including climate), social and governance matters are likely to impose additional costs on us, expose us to new risks and subject us to increasing scrutiny.

Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

Violation of the FCC's indecency rules

If these matters are adversely resolved, we may be required to recognize additional charges to our

In June 2013, 21CF completed the separation of its businesses into two independent publicly traded companies by distributing to its shareholders shares of a new company called News Corporation ("News Corp").

liabilities.

| --- | --- |

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.

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

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.

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.

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.

media and entertainment choices available to audiences.

producing and distributing the programming.

While we continue to develop, implement and maintain security measures seeking to prevent unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring given that the techniques used to access, disable or degrade service or sabotage systems change frequently and become more sophisticated and targeted.

operate a television station, purchase a new television station, or sell an existing television station, with licenses generally subject to an eight-year renewable term.

Our amended and restated by-laws provide that any such overlapping

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

Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of FOX class B common stock or would increase the Murdoch Family Trust’s voting power by more than 1.75% in any rolling 12-month period.

The Company may be unable to achieve some or all of the benefits it expects to achieve as a standalone, publicly traded company.

Following the Transaction, the Company may be more susceptible to market fluctuations and other adverse events than the Company would have otherwise been while it was still part of 21CF.

As part of 21CF, the Company enjoyed certain benefits from 21CF’s scale, operating diversity and access to capital, which are no longer available.

As a standalone, publicly traded company, we expect to benefit from, among other things, sharpened focus on the financial and operational resources of the Company’s businesses, which allows management to design and implement a capital structure, corporate strategies and policies that are based primarily on the business characteristics and strategic opportunities of the FOX businesses.

We believe this will allow us to respond more effectively to industry dynamics and to create effective incentives for management and employees that are more closely tied to FOX’s business performance.

If we fail to achieve some or all of the benefits that we expect to achieve as a standalone, publicly traded company or such benefits are delayed, our business, financial condition and results of operations could be adversely affected.

As a result of the separation, the Company is in the process of completing an upgrade to its systems, including information technology.

If the Company is unable to successfully complete the upgrade to its systems, the Company’s ability to comply with its financial reporting requirements and other rules applicable to public companies could be impaired and the Company’s business, financial condition or results of operations could be adversely affected.

The Company has a limited operating history as a standalone, publicly traded company, and the Company’s historical financial information for periods prior to the date of the Transaction is not necessarily representative of the results the Company would have achieved as a standalone, publicly traded company and may not be a reliable indicator of the Company’s future results.

The Company derived the historical financial information for periods prior to the date of the Transaction (the “Pre-Transaction Periods”) from 21CF’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position the Company would have achieved as a standalone, publicly traded company during the Pre-Transaction Periods presented, or those that it will achieve in the future.

This is primarily because of the following factors:

| | • | Prior to the Transaction, the Company operated as part of 21CF’s broader corporate organization, and 21CF provided various corporate services for the Company, including information technology, tax administration, treasury activities, accounting, benefits administration, legal and ethics and compliance program administration. The Company’s historical financial information for the Pre-Transaction Periods reflects allocations of corporate expenses from 21CF for these and similar services. These allocations may not reflect the costs the Company currently incurs, and will incur in the future, resulting from changes associated with the Company’s establishment as a standalone, publicly traded company, including changes in its cost structure, personnel needs, tax structure, financing and business operations. |

| | • | The Company entered into transactions with 21CF that did not exist prior to the Transaction, including transition services, which caused the Company to incur new costs. |

| | • | In addition, the Company may incur increased costs as a result of the loss of synergies the Company previously enjoyed by operating as part of 21CF. Following the Transaction, the Company has been responsible for the additional costs associated with being a standalone, publicly traded company, including costs related to corporate governance, investor and public relations and public reporting. |

Therefore, the Company’s historical financial statements relating to the Pre-Transaction Periods may not be indicative of the Company’s performance as a standalone, publicly traded company.

[removed: Readers] [added: *Readers] should carefully review this document and the other documents filed by Fox Corporation [removed: (“FOX”] [added: ("FOX"] or the [removed: “Company”)] [added: "Company")] with the Securities and Exchange Commission (the [removed: “SEC”).][added: "SEC").]

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

The consolidated [removed: and combined] financial statements are referred to as the [removed: “Financial Statements” herein.][added: "Financial Statements" herein.*]

[removed: INTRODUCTION][added: INTRODUCTION]

[removed: The Distribution][added: 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. [removed: (now known as TFCF Corporation) (“21CF”)] [added: ("21CF")] of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the [removed: “Distribution”)] [added: "Distribution")] in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, [removed: 354 million and 266 million shares of] the [removed: Company’s] [added: Company's] Class A Common Stock, par value $0.01 per share (the [removed: “Class] [added: "Class] A Common [removed: Stock”),] [added: Stock"),] and Class B Common Stock, par value $0.01 per share (the [removed: “Class] [added: "Class] B Common [removed: Stock”] [added: Stock"] and, together with the Class A Common Stock, the [removed: “Common Stock”), respectively,] [added: "Common Stock")] began trading independently on The Nasdaq Global Select Market.

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 [removed: “21CF] [added: "21CF] Disney Merger [removed: Agreement”),] [added: Agreement"),] by and among 21CF, [removed: The Walt] Disney [removed: Company (“Disney”)] and certain subsidiaries of [removed: Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of] Disney.

The Transaction Tax included a prepayment of the [removed: Company’s] [added: 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 [removed: (“RSNs”),] [added: ("RSNs"),] which were sold by Disney during calendar year [removed: 2019.][added: 2019 ("Divestiture Tax").]

This reimbursement was recorded in Other, net in the Statement of Operations (See Note [removed: 21—Additional] [added: 20—Additional] Financial Information to the accompanying Financial Statements under the heading [removed: “Other, net”).][added: "Other, net").]

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

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the [removed: Company’s] [added: Company's] relationship with 21CF and Disney following the [removed: Separation.][added: Separation, including the Separation Agreement and a tax matters agreement.]

[removed: See] [added: Other, net—See] Note [removed: 1—Description of Business and Basis of Presentation] [added: 20—Additional Financial Information] to the accompanying Financial Statements under the heading [removed: “The Distribution” for additional information.][added: "Other, net."]

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

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

[removed: | | • | Overview] [added: - Overview] of the [removed: Company’s] [added: Company's] Business—This section provides a general description of the [removed: Company’s] [added: Company's] businesses, as well as developments that occurred either during the fiscal year ended June 30, [removed: (“fiscal”) 2021] [added: ("fiscal") 2022] or early fiscal [removed: 2022] [added: 2023] that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends. [removed: |]

[removed: | | • | Results of Operations—This section provides an analysis of the Company’s results of operations for fiscal 2021, 2020 and 2019. This analysis is presented on both a consolidated/combined and a segment basis.] In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. [removed: |]

[removed: | | • | Liquidity] [added: - Liquidity] and Capital Resources—This section provides an analysis of the [removed: Company’s] [added: Company's] cash flows for fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] as well as a discussion of the [removed: Company’s] [added: Company's] outstanding debt and commitments, both firm and contingent, that existed as of June 30, [removed: 2021. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements. |][added: 2022.]

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

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

[removed: OVERVIEW] [added: OVERVIEW] OF THE [removed: COMPANY’S BUSINESS][added: COMPANY'S BUSINESS]

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

[removed: | | • | Television,] [added: - Television,] which [removed: principally consists of the production, acquisition, marketing] [added: produces, acquires, markets] and [removed: distribution of broadcast network] [added: distributes] programming [removed: and free advertising-supported video-on-demand (“AVOD”) services under] [added: through] the FOX [removed: and Tubi brands, respectively, and the operation of] [added: broadcast network, advertising-supported video-on-demand ("AVOD") service TUBI,] 29 full power broadcast television stations, including 11 duopolies, [added: and other digital platforms, primarily] in the U.S. [removed: Of these stations, 18] [added: Eighteen of the broadcast television stations] are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. [removed: |]

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

For fiscal [removed: 2021,] [added: 2022,] the Company generated revenues of [removed: $12.9] [added: $14.0] billion, of which approximately [removed: 50%] [added: 49%] was generated from affiliate fees, approximately 42% was generated from advertising, and approximately [removed: 8%] [added: 9%] was generated from other operating activities.

In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential [removed: elections] [added: election] cycles and special events that air on the [removed: Company’s] [added: Company's] networks, including the National Football [removed: League’s (“NFL”) Super Bowl,] [added: League's ("NFL") *Super Bowl*,] which is broadcast on the FOX Network on a rotating basis with other networks, and the Fédération Internationale de Football Association [removed: (“FIFA”)] [added: ("FIFA")] *World Cup*, which occurs every four years (for each of women and men), and other regular and post-season sports events, including one NFL Divisional playoff game that is aired on a rotating annual basis with another network.

These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to [removed: traditional] MVPD services, and these declines are expected to continue and possibly accelerate in the future.

There has been a substantial increase in the availability of [removed: programming] [added: content] with reduced advertising or without advertising at all.

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: Results] [added: Results] of Operations—Fiscal 2021 versus Fiscal [removed: 2020][added: 2020]

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

| | | [removed: 2021] | [added: 2021] | | | [removed: 2020] | | | [added: 2020] | [removed: Change] | | | | [removed: % Change] | [added: $ Change] | | | | [added: | | % Change | | |]

| [removed: (in] [added: (in] millions, except [removed: %)] [added: %)] | | | | | | | | | | [removed: Better/(Worse)] | | | | | [added: Better/(Worse)] | | | | [added: | | | | |]

| [removed: Revenues] [added: Revenues] | | | | | | | | | | | | | | | | | | | [added: | | | | |]

| Affiliate fee | | [added: |] $ | 6,435 | | | [added: | |] $ | 5,908 | | | [added: | |] $ | 527 | | | | [added: |] 9 | | % | [removed: |]

| Advertising | | | 5,431 | | | | [added: | |] 5,333 | | | | [added: | |] 98 | | | | [added: | |] 2 | | % | [removed: |]

| Other | | | 1,043 | | | | [added: | |] 1,062 | | | | [removed: (19] | [removed: )] | [added: (19)] | | [removed: (2] | [removed: )] | [removed: %] | | [added: (2) | | % |]

| Total revenues | | | 12,909 | | | | [added: | |] 12,303 | | | | [added: | |] 606 | | | | [added: | |] 5 | | % | [removed: |]

| Operating expenses | | | [removed: (8,037] [added: (8,037)] | [removed: )] | | | [removed: (7,807] | [removed: )] | [added: (7,807)] | | [removed: (230] | [removed: )] | | | [removed: (3] [added: (230)] | [removed: )] | [removed: %] | | [added: | | (3) | | % |]

| Selling, general and administrative | | | [removed: (1,807] [added: (1,807)] | [removed: )] | | | [removed: (1,741] | [removed: )] | [added: (1,741)] | | [removed: (66] | [removed: )] | | | [removed: (4] [added: (66)] | [removed: )] | [removed: %] | | [added: | | (4) | | % |]

| Depreciation and amortization | | | [removed: (300] [added: (300)] | [removed: )] | | | [removed: (258] | [removed: )] | [added: (258)] | | [removed: (42] | [removed: )] | | | [removed: (16] [added: (42)] | [removed: )] | [removed: %] | | [added: | | (16) | | % |]

This section should be read*

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 The Walt Disney Company ("Disney") acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney.

The core transition services agreements entered into in connection with the Separation terminated in accordance with their terms in fiscal 2022.

- Results of Operations—This section provides an analysis of the Company's results of operations for fiscal 2022, 2021 and 2020.

This analysis is presented on both a consolidated and a segment basis.

Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company's future commitments and obligations, as well as a discussion of other financing arrangements.

In addition, Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements summarizes the Company's significant accounting policies, including the critical accounting policy discussion found in this section.

Such information is based on management's current expectations about future events which are subject to change and to inherent risks and uncertainties.

Refer to Item 1A.

"Risk Factors" in this Annual Report for a discussion of the risk factors applicable to the Company.

- Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible Labs Inc. ("Credible"), corporate overhead costs and intracompany eliminations.

Credible is a U.S. consumer finance marketplace.

Consumer preferences have evolved toward alternatives, including direct-to-consumer offerings.

In addition, the market for AVOD advertising campaigns is relatively new and evolving.

"Risk Factors."

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

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| | | | 2022 | | | | | | 2021 | | | | | | $ Change | | | | | | % Change | | |

| Affiliate fee | | | $ | 6,878 | | | | | $ | 6,435 | | | | | $ | 443 | | | | | 7 | | % |

| Advertising | | | 5,900 | | | | | | 5,431 | | | | | | 469 | | | | | | 9 | | % |

| Other | | | 1,196 | | | | | | 1,043 | | | | | | 153 | | | | | | 15 | | % |

| Total revenues | | | 13,974 | | | | | | 12,909 | | | | | | 1,065 | | | | | | 8 | | % |

| Interest expense, net | | | (371) | | | | | | (391) | | | | | | 20 | | | | | | 5 | | % |

| Other, net | | | (509) | | | | | | 579 | | | | | | (1,088) | | | | | | | | |

| Income tax expense | | | (461) | | | | | | (717) | | | | | | 256 | | | | | | 36 | | % |

| Net income | | | 1,233 | | | | | | 2,201 | | | | | | (968) | | | | | | (44) | | % |

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

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Also impacting the increase was the absence of prior year affiliate fee credits as a result of the coronavirus disease 2019 ("COVID-19") related under-delivery of college football games.

The increase in advertising revenue was primarily due to higher pricing at FOX Sports and FOX News Media, growth at TUBI, and a higher number of live events at FOX Sports due to the impact of COVID-19 in fiscal 2021.

Partially offsetting this increase was lower political advertising revenue due to the absence of the 2020 presidential and congressional elections.

The increase in other revenues was primarily due to higher sports sublicensing revenues which were impacted by COVID-19 in fiscal 2021, the impact of acquisitions of entertainment production companies in fiscal 2022 (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements) and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.

Operating expenses increased 13% for fiscal 2022, as compared to fiscal 2021, primarily due to higher sports programming rights amortization and production costs related to NFL, Major League Baseball ("MLB") and college football content, including a higher number of live events due to the impact of COVID-19 in fiscal 2021.

Also impacting the increase was increased digital investment at TUBI and FOX News Media, costs associated with the launch of the United States Football League ("USFL") and higher entertainment programming rights amortization due to more hours of original scripted programming as compared to fiscal 2021 which was impacted by COVID-19.

This increase was partially offset by the absence of events that were shifted into fiscal 2021 from fiscal 2020 as a result of COVID-19 rescheduling, including National Association of Stock Car Auto Racing ("NASCAR") Cup Series races and additional MLB regular season games, and the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.

Selling, general and administrative expenses increased 6% for fiscal 2022, as compared to fiscal 2021, primarily due to higher technology costs related to the Company's digital initiatives and higher marketing expenses at FOX News Media, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.

Depreciation and amortization—Depreciation and amortization expense increased 21% for fiscal 2022, as compared to fiscal 2021, primarily due to assets placed into service during the fourth quarter of fiscal 2021 for the Company's standalone broadcast technical facilities and the impact of acquisitions of entertainment production companies in fiscal 2022.

Interest expense, net—Interest expense, net decreased 5% for fiscal 2022, as compared to fiscal 2021, primarily due to the repayment of $750 million of senior notes in January 2022 (See Note 9— Borrowings to the accompanying Financial Statements).

Net income—Net income decreased 44% for fiscal 2022, as compared to fiscal 2021, primarily due the change in fair value of the Company's investment in Flutter Entertainment plc and the absence of the reimbursement from Disney of $462 million related to the substantial settlement of the Company's prepayment of its share of the Divestiture Tax, which occurred during fiscal 2021 (See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net").

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

| --- | --- |

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.

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.

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.

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

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

“Risk Factors” included herein.

Impact of COVID-19

The coronavirus disease 2019 (“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 weak economic environment associated with the pandemic.

However, there could be industry-wide changes in consumer behavior that result from the weak economic environment or the resumption of ordinary activities as the economy recovers, 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.

In addition, 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 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”), 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.

Other Business Developments

In March 2021, the Company reached a new and expanded media rights agreement with the NFL that runs through the 2033 season.

The 11-year agreement 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 FOX’s AVOD service Tubi.

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

| Interest expense | | | (395 | ) | | | (369 | ) | | | (26 | ) | | | (7 | ) | % | |

| Interest income | | | 4 | | | | 35 | | | | (31 | ) | | | (89 | ) | % | |

Interest income—Interest income decreased for fiscal 2021, as compared to fiscal 2020, primarily due to lower interest rates.

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

| Advertising | | | 5,333 | | | | 5,056 | | | | 277 | | | | 5 | | % | |

| Other | | | 1,062 | | | | 821 | | | | 241 | | | | 29 | | % | |

| Interest expense | | | (369 | ) | | | (203 | ) | | | (166 | ) | | | (82 | ) | % | |

| Interest income | | | 35 | | | | 41 | | | | (6 | ) | | | (15 | ) | % | |

The increase in advertising revenue was primarily due to the broadcast of the Super Bowl, higher pricing and higher digital advertising revenue, including the impact of the consolidation of Tubi, partially offset by the impact of COVID-19 (including a decline in the local advertising market and the postponement of live sports events), lower political advertising revenue at the FOX Television Stations due to the U.S. midterm elections in November 2018, the effect of fewer broadcasts of FIFA World Cup events and one less NFL Divisional playoff game.

[removed: Interest Rates][added: Interest Rates]

The [removed: Company’s] [added: Company's] current financing arrangements and facilities include [removed: $8.0] [added: $7.25] billion of outstanding fixed-rate debt, before adjustments for unamortized discount and debt issuance costs (See Note 9—Borrowings to the accompanying [removed: Consolidated and Combined] Financial Statements).

A change in the interest rate or yield of fixed-rate debt will only impact the fair market value of such debt, while a change in the interest rate of variable-rate debt will impact interest expense, as well as the amount of cash required to service [removed: such debt.]

As of June 30, [removed: 2021,] [added: 2022,] all the Company's financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.

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

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

| [removed: Fair Value] [added: Fair Value] | | | | | | | | | [added: | | |]

| Borrowings: liability | | [added: |] $ | [removed: (9,474] [added: 7,084] | [removed: )] | | [added: | |] $ | [removed: (9,746] [added: 9,474] | [removed: )] |

| [removed: Sensitivity Analysis] [added: Sensitivity Analysis] | | | | | | | | | [added: | | |]

| Potential change in fair values resulting from a 10% adverse change in quoted interest rates | | [added: |] $ | [removed: (173] [added: (270)] | [removed: )] | | [added: | |] $ | [removed: (190] [added: (173)] | [removed: )] |

[removed: Stock Prices][added: Stock Prices]

| Total fair value of common stock investments | | [added: |] $ | [removed: 788] [added: 435] | | | [added: | |] $ | [removed: 531] [added: 788] | |

| Potential change in fair values resulting from a 10% adverse change in quoted market prices | | [added: |] $ | [removed: (79] [added: (43)] | [removed: )] | | [added: | |] $ | [removed: (53] [added: (79)] | [removed: )] |

[removed: Concentrations] [added: Concentrations] of Credit [removed: Risk][added: Risk]

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

such debt.

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

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| | | | 2022 | | | | | | 2021 | | |

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

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

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

| | | | 2022 | | | | | | 2021 | | |

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

| Fair Value | | | | | | | | | | | |

| Sensitivity Analysis | | | | | | | | | | | |

| --- | --- |

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

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

[removed: Background][added: Background]

Fox [removed: Corporation, a Delaware corporation,] [added: Corporation] is a news, sports and entertainment company, which manages and reports its businesses in the following segments:

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

[removed: | | • | Television,] [added: - Television,] which [removed: principally consists of the production, acquisition, marketing] [added: produces, acquires, markets] and [removed: distribution of broadcast network] [added: distributes] programming [removed: and free advertising-supported video-on-demand (“AVOD”) services under] [added: through] the FOX [removed: and Tubi brands, respectively, and the operation of] [added: broadcast network, advertising supported video-on-demand ("AVOD") service TUBI,] 29 full power broadcast television stations, including 11 duopolies, [added: and other digital platforms, primarily] in the U.S. [removed: Of these stations, 18] [added: Eighteen of the broadcast television stations] are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. [removed: |]

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

Unless otherwise indicated, references in this Annual Report on Form 10-K (this [removed: “Annual Report”)] [added: "Annual Report")] for the fiscal year ended June 30, [removed: 2021 (“fiscal 2021”)] [added: 2022 ("fiscal 2022")] to [removed: “FOX,”] [added: "FOX,"] the [removed: “Company,” “we”] [added: "Company," "we"] or [removed: “us”] [added: "us"] mean Fox Corporation and its consolidated subsidiaries.

FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. [removed: (now known as TFCF Corporation) (“21CF”) distributed, on a pro rata basis, all the issued and outstanding common stock of] [added: ("21CF") spun off] the Company to 21CF [removed: stockholders.][added: stockholders and FOX's Class A Common Stock and Class B Common Stock (collectively, the "Common Stock") began trading on The Nasdaq Global Select Market (the "Transaction").]

The [removed: remaining 21CF assets were acquired by The] Walt Disney Company [removed: (“Disney”),] [added: ("Disney") acquired the remaining 21CF assets] and 21CF became a wholly-owned subsidiary of [removed: Disney (the “Disney Merger”).][added: Disney.]

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

The core transition services agreements [removed: will terminate] [added: entered into] in [added: connection with the Transaction terminated in] accordance with their terms [removed: by September 2021.][added: in fiscal 2022.]

[removed: Although] the [removed: Company’s] [added: Company's] management believes that the expectations reflected in any of the [removed: Company’s] [added: Company's] forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.

[removed: Business Overview][added: Business Overview]

[removed: Our] [added: Our] Competitive [removed: Strengths][added: Strengths]

[removed: Premium] [added: Premium] brands that resonate deeply with [removed: viewers.][added: viewers.]

Under the [removed: banner of the] FOX [removed: name,] [added: banner,] we produce and distribute content through some of the [removed: world’s] [added: world's] leading and most valued brands.

FOX News [added: Media] is among the most influential and recognized news brands in the world.

[added: FOX Entertainment is renowned for its engaging primetime entertainment, including dramas *9-1-1*, *9-1-1: Lone Star* and new arrival *The Cleaning Lady*, its longstanding Sunday animation block featuring *The Simpsons*, *Family Guy* and *Bob's Burgers* and unscripted programming such as *The Masked Singer* and programming starring Gordon Ramsay, including *Hell's Kitchen*, *MasterChef* and *Next Level Chef.*] These brands and others in our portfolio, including our owned and operated local television stations broadcasting under the FOX brand, hold cultural significance with consumers and commercial importance for distributors and advertisers.

[removed: Tubi,] [added: TUBI,] a leading AVOD service, attracts a young, diverse and loyal audience to its [removed: 35,000] [added: over 45,000] programming titles.

[removed: Leadership] [added: Leadership] positions across strategically significant programming [removed: platforms.][added: platforms.]

For over [removed: 19] [added: 20] consecutive years, FOX News has been the top-rated national cable news channel in both Monday to Friday primetime and total day viewing, according to [removed: Nielsen.][added: The Nielsen Company ("Nielsen").]

FOX News also finished calendar year [removed: 2020] [added: 2021] as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the [removed: fifth] [added: sixth] consecutive year.

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

FOX Network [added: entertainment] programming [removed: (including sports)] ranked [removed: #1] [added: #2] among all broadcast [added: network primetime]

The FOX Television Stations [removed: ended fiscal 2021 covering] [added: cover] 18 Nielsen-designated market areas [removed: (“DMAs”),] [added: ("DMAs"),] including 14 of the 15 largest, and was the #1 or #2 [removed: local] [added: rated] news provider in [removed: more than half of] the [removed: markets in which it operates.][added: hours of 5 a.m.]

FOX has helped [removed: Tubi] [added: TUBI] become one of the most relevant and fastest growing AVOD services in the country in fiscal [removed: 2021,] [added: 2022,] with [removed: over 50%] [added: nearly 40%] growth in total view time (the total number of hours watched) compared to the prior fiscal year.

[removed: Significant] [added: Significant] presence and relevance in major domestic [removed: markets.][added: markets.]

FOX News and FOX Business are available in [removed: approximately 75] [added: over 70] million U.S. households and the FOX Network is available in essentially all U.S. households.

These stations provide balanced content of national interest with programming of note to local communities, producing [removed: over 1,000] [added: approximately 1,200] hours of local news coverage each week.

[removed: In calendar year 2021, Tubi will carry] [added: TUBI carries] nearly 100 local station feeds (including feeds of our owned and operated stations), covering [removed: 58] [added: 50] DMAs and 24 of the top 25 markets.

[removed: Attractive] [added: Attractive] financial profile, including multiple revenue streams, strong balance sheet and tax asset [removed: benefit.][added: benefit.]

[removed: Goals] [added: Goals] and [removed: Strategies][added: Strategies]

[removed: Maintain] [added: Maintain] leading positions in live news, live sports and quality [removed: entertainment.][added: entertainment.]

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 [removed: (“SVOD”)] [added: ("SVOD")] service and [removed: other digital products, such as] the [removed: FOX News Audio radio and podcast business and] [added: October 2021 launch of] the FOX Weather free advertising-supported streaming [removed: service, which is scheduled to launch in late 2021.][added: service.]

In [removed: March] [added: fiscal] 2021, FOX Sports [removed: reached a new and] [added: entered into an] expanded 11-year media rights agreement with the NFL that [removed: extends] [added: has extended] FOX [removed: Sports’] [added: Sports'] coverage of premier NFC games, [removed: creates] [added: created] new and exclusive holiday games on the FOX Network and [removed: expands FOX’s] [added: expanded FOX's] digital rights to enable future direct-to-consumer opportunities as well as [removed: NFL] [added: NFL-related] programming on [removed: Tubi.][added: TUBI.]

FOX Entertainment is investing in more co-production arrangements and owns a stake in [removed: nearly] all new series that [removed: aired] [added: premiered] on the FOX Network during the [removed: 2020-2021] [added: 2021-2022] broadcast season.

We will [added: also] continue to invest in content, technology and marketing at [removed: Tubi] [added: TUBI] to attract new viewers and retain [removed: Tubi’s] [added: TUBI's] existing audience.

[removed: Increase] [added: Increase] revenue growth through the continued delivery of high quality, premium and valuable [removed: content.][added: content.]

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

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

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

- Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible Labs Inc. ("Credible"), corporate overhead costs and intracompany eliminations.

We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.

Although

delivered the youngest and most diverse audience of the broadcast networks across all programming in primetime for the past two decades.

During the 2021-2022 broadcast season, FOX featured leading unscripted hit *The Masked Singer*, leading scripted Monday dramas *9-1-1* and *9-1-1: Lone Star* and four of the top 10 comedies on broadcast television with *The Simpsons*, *Family Guy*, *Bob's Burgers* and *Call Me Kat*.

*\-* 9 a.m.

in the majority of the markets in which it operates.

In fiscal 2022, FOX Sports acquired U.S. rights to broadcast UEFA international soccer matches, including the 2024 and 2028 UEFA European Football Championships ("Euros"), and launched the United States Football League ("USFL").

In addition, the Company's fiscal 2022 acquisitions of MarVista Entertainment and TMZ, including TMZ's iconic website and daily syndicated magazine programs, and the formation of Studio Ramsay Global with Gordon Ramsay will reduce our reliance on third-party content providers for programming

on our traditional and digital entertainment platforms.

In fiscal 2022, TUBI expanded its content library through the premiere of 40 new original titles and the launch of approximately 140 sports, entertainment and local news channels.

In addition, in October 2021, FOX News Media launched FOX Weather, a free advertising-supported streaming service that offers local, regional and national weather reporting in addition to live programming.

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

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| | | | 2022 | | | | | | 2021 | | |

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

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For the quarter ended June 30, 2022, FOX Business was the #1 business network in business day and market hours among total viewers.

*FS2*.

*FOX Deportes*.

Smackdown.

The Company owns approximately 61% of the Big Ten Network.

FOX Nation is an SVOD service that offers U.S. consumers a variety of on-demand content, including original programming from popular opinion hosts, and FOX Weather, a free advertising-supported streaming service that launched in October 2021, offers local, regional and national weather reporting in addition to live programming.

The Big Ten Network distributes programming through the B1G+ subscription video streaming service.

*USFL.* FOX Sports founded and launched the USFL in April 2022.

The USFL is a professional spring football league with eight teams playing a 40-game regular season schedule in addition to two playoff games and a championship game.

Under multi-year rights agreements, FOX Sports and NBC Sports are the domestic distribution partners of the USFL games.

and the Big Ten Network's respective audiences.

The Television segment produces, acquires, markets and distributes programming through the FOX broadcast network, the TUBI AVOD service, broadcast television stations and other digital platforms, primarily in the U.S.

In addition, FOX Television Stations offers local programming through websites and mobile apps associated with the stations.

FOX Television Stations

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| TOTAL | | | | | | | | | | | | | | | | | | | | | | | | | | | 38.8% | | |

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

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The FOX Network also provides live coverage of MLB (including the post-season and the *World Series*), college football and basketball, the NASCAR Cup Series (including the *Daytona 500*), MLS and weekly episodes of *WWE Friday Night SmackDown*.

In certain years, FOX Sports broadcasts the *Super Bowl* and the FIFA *World Cup*.

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

Following the distribution, 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”) began trading independently on The Nasdaq Global Select Market.

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 programming.

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

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

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*.

programming decisions of our broadcast network and stations group.

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

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.

Recent Developments

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

For 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 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 Developments” and Note 1, “Description of Business and Basis of Presentation,” to the consolidated financial statements included in this Annual Report.

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

| | 2021 | | 2020 |

| --- | --- |

FOX News Media.

Calendar year 2020 was FOX Business’ highest rated year ever among total viewers in business day.

FS1.

FS2.

FOX Deportes.

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

Digital Distribution.

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.

Outkick Media.

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

General.

FOX Sports.

Additionally, MVPDs and online and social media

The Television segment is principally engaged in the production, acquisition, marketing and distribution of broadcast network programming and AVOD services under the FOX and Tubi brands, respectively, and the operation of broadcast television stations.

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

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

| | • | *FOX Entertainment.* FOX Entertainment delivers high-quality scripted, non-scripted and live event content. FOX Network entertainment programming ranked #2 among all broadcast network primetime entertainment programming for the 2020-2021 broadcast season in the 18 to 49 year old audience (based on Nielsen’s commercial+7 ratings). FOX Entertainment primetime programming during the 2020-2021 broadcast season featured such series as *9-1-1, 9-1-1: Lone Star, Bob’s Burgers, Call Me Kat, The Great North, Family Guy, The Resident,* and *The Simpsons*; unscripted series such as *The Masked Singer, I Can See Your Voice, LEGO Masters* and *Hell’s Kitchen*; and live event specials such as *FOX’s New Year’s Eve Toast and Roast with Ken Jeong and Joel McHale*. In the 2020-2021 broadcast season, *The Masked Singer* was the #1 primetime entertainment series and the #1 unscripted series in the 18 to 49 year old audience. The FOX Network featured two of the broadcast season’s top five new entertainment series in the 18 to 49 audience: *I Can See Your Voice* (the #1 new unscripted series) and *Call Me Kat* (tied for #1 new comedy). In addition, *The Masked Singer, 9-1-1, 9-1-1: Lone Star, I Can See Your Voice* and *Hell’s Kitchen* placed among the season’s top 25 entertainment programs in the 18 to 49 year old audience. |

Warner Bros.

In April 2021, Tubi announced that it will debut more than 140 hours of new original content, including exclusive documentaries from FOX Alternative Entertainment, animated titles from Bento Box Entertainment and premium titles across the Black Cinema, thriller, horror, sci-fi, romance and western genres, beginning in the fall of 2021.Tubi also intends to offer sports programming, including a channel featuring NFL-branded programming.

According to a study conducted by MRI-Simmons, as of February 2021, the median age of Tubi’s viewers was 37 years old, 20 years younger than the median age of linear television viewers, nearly 42% of its audience identified as multicultural and over three-fourths of its audience did not have access to the top 25 cable networks.

Fox Alternative Entertainment, LLC, a full-service production studio, develops and produces unscripted and alternative programming primarily for the FOX Network, including *The Masked Singer,* *I Can See Your Voice*, *Crime Scene Kitchen* and *FOX’s New Year’s Eve Toast and Roast* with Ken Jeong and Joel McHale.

Bento Box

Internet-delivered platforms such as SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media.

Credible’s offering enables consumers to compare instant, personalized pre-qualified rates for student loans, personal loans and mortgages from multiple financial institutions.

| --- | --- |

| ITEM 4. | MINE SAFETY DISCLOSURES |

Not applicable.

PART II

| ITEM 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) | | | 2,838,969 | | | | 27.45 | | | | | |

| Total second quarter fiscal 2021 | | | | | | | | | | | | |

| Class A common stock | | | 3,589,464 | | | | 27.87 | | | | | |

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

| Total third quarter fiscal 2021 | | | | | | | | | | | | |

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

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

| Total fourth quarter fiscal 2021 | | | | | | | | | | | | |

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

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

| Total fiscal 2021 | | | | | | | | | | | | |

| 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 | |

| (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.

| ITEM 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 | |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL REPORT][added: ANNUAL REPORT]

[removed: PURSUANT] [added: PURSUANT] TO SECTION 13 OR [removed: 15(d)][added: 15(d)]

[removed: OF] [added: OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: x] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended June 30, [removed: 2021][added: 2022]

| [removed: ☐] [added: o] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number [removed: 001-38776][added: 001-38776]

[removed: FOX CORPORATION][added: FOX CORPORATION]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in its [removed: Charter)][added: Charter)]

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

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

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

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

[removed: Registrant’s] [added: Registrant's] telephone number, including area code (212) [removed: 852-7000][added: 852-7000]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Trading Symbols] | [removed: Name] [added: | Trading Symbols | | | Name] of Each Exchange on Which [removed: Registered] [added: Registered] | [added: | |]

| Class A Common Stock, par value $0.01 per share | [added: | |] FOXA | [added: | |] The Nasdaq Global Select Market | [added: | |]

| Class B Common Stock, par value $0.01 per share | [added: | |] FOX | [added: | |] The Nasdaq Global Select Market | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

[removed: (Title] [added: (Title] of [removed: class)][added: class)]

Yes [removed: ☒] [added: x] No [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☒][added: x]

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

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

| Emerging growth company | [removed: ☐] | | [added: o] | | [added: | | | | | | | | | |]

As of December 31, [removed: 2020,] [added: 2021,] which was the last business day of the [removed: registrant’s] [added: registrant's] most recently completed second fiscal quarter, the aggregate market value of the [removed: registrant’s] [added: registrant's] Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $9.6] [added: $11.5] billion, based upon the closing price of [removed: $29.12] [added: $36.90] per share as quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the [removed: registrant’s] [added: registrant's] Class B Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $4.4] [added: $4.9] billion, based upon the closing price of [removed: $28.88] [added: $34.27] per share as quoted on The Nasdaq Global Select Market on that date.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

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: 2021] [added: 2022] 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 [removed: Corporation’s] [added: Corporation's] fiscal year end.

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

| | | | | [removed: Page] | | [added: Page] | [added: | |]

[removed: | [PART I](#PART_I) | | | | | | |][added: PART I]

| [removed: ITEM 1.] [added: [ITEM 1.](#i7d2332ddd5924d6d96728f82516686dd_13)] | | [removed: [BUSINESS](#ITEM_1_BUSINESS)] | [added: [BUSINESS](#i7d2332ddd5924d6d96728f82516686dd_13)] | | [removed: 1] | [added: [1](#i7d2332ddd5924d6d96728f82516686dd_13)] | [added: | |]

| [removed: ITEM 1A.] [added: [ITEM 1A.](#i7d2332ddd5924d6d96728f82516686dd_16)] | | [removed: [RISK FACTORS](#ITEM_1A_RISK_FACTORS)] | [added: [RISK FACTORS](#i7d2332ddd5924d6d96728f82516686dd_16)] | | [removed: 19] | [added: [21](#i7d2332ddd5924d6d96728f82516686dd_16)] | [added: | |]

| | | | | | |

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

or

| | | | | | |

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

| | | | | | | | | |

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

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

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

| New York, | | | | | | New York | | | 10036 | | | | | |

| | | | | | | | | |

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

Yes x No o

Yes x No o

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

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

As of August 9, 2022, 306,477,328 shares of Class A Common Stock and 242,640,680 shares of Class B Common Stock were outstanding.

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [ITEM 6.](#i7d2332ddd5924d6d96728f82516686dd_37) | | | [\[RESERVED\]](#i7d2332ddd5924d6d96728f82516686dd_37) | | | [34](#i7d2332ddd5924d6d96728f82516686dd_37) | | |

| [ITEM 9C.](#i7d2332ddd5924d6d96728f82516686dd_929) | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i7d2332ddd5924d6d96728f82516686dd_929) | | | [109](#i7d2332ddd5924d6d96728f82516686dd_929) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART IV](#i7d2332ddd5924d6d96728f82516686dd_181) | | | | | | | | |

| | | | | | | | | |

| | | | [SIGNATURES](#i7d2332ddd5924d6d96728f82516686dd_190) | | | [114](#i7d2332ddd5924d6d96728f82516686dd_190) | | |

| --- | --- |

or

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

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

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

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.

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

| | | | | | | |

| ITEM 6. | | [SELECTED FINANCIAL DATA](#ITEM_6_SELECTED_FINANCIAL) | | | 34 | |

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

PART I

| --- | --- |

| ITEM 2. | PROPERTIES |

FOX owns the FOX Studio Lot in Los Angeles, California.

The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production/post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other 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 other third parties and the operation of studio facilities 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 properties, primarily in the U.S., that are utilized in the conduct of its businesses.

Each of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations.

FOX’s policy is to improve and replace property as considered appropriate to meet the needs of the individual operations.

FOX owns the FOX Studio Lot in Los Angeles, California.

The historic lot is located on over 50 acres of land and has over 1.85 million square feet of space for both administration and production/post-production services available to service a wide array of industry clients, including 15 sound stages, two broadcast studios, theaters and screening rooms, editing rooms and other 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 other third parties and the operation of studio facilities 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 properties, primarily in the U.S., that are utilized in the conduct of its businesses.

Each of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations.

FOX's policy is to improve and replace property as considered appropriate to meet the needs of the individual operations.

Not applicable.

PART II

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, 2022, there were approximately 16,700 holders of record of shares of Class A Common Stock and approximately 4,600 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 2022:

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

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

| | | | 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 2022 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 4,740,533 | | | | | | $ | 36.92 | | | | | | | |

| Class B Common Stock | | | 2,195,707 | | | | | | 34.16 | | | | | | | | |

| Total second quarter fiscal 2022 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 4,521,550 | | | | | | 38.20 | | | | | | | | |

| Class B Common Stock | | | 2,097,244 | | | | | | 35.52 | | | | | | | | |

| Total third quarter fiscal 2022 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 4,359,323 | | | | | | 40.59 | | | | | | | | |

| Class B Common Stock | | | 1,984,188 | | | | | | 37.29 | | | | | | | | |

| Total fourth quarter fiscal 2022 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 5,107,914 | | | | | | 34.26 | | | | | | | | |

| Class B Common Stock | | | 2,421,822 | | | | | | 31.73 | | | | | | | | |

| Total fiscal 2022 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 18,729,320 | | | | | | 37.36 | | | | | | | | |

| Class B Common Stock | | | 8,698,961 | | | | | | 34.52 | | | | | | | | |

| | | | 27,428,281 | | | | | | | | | | | | $ | 1,400 | |

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

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

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

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

| (c) | | | The Company's Board of Directors has authorized a $4 billion stock repurchase program, under which the Company can repurchase Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. | | | | | | | | | | | |

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

In total, the Company repurchased approximately 27 million shares of Common Stock for $1 billion during fiscal 2022.

[removed: FOX CORPORATION][added: FOX CORPORATION]

[removed: INDEX] [added: INDEX] TO CONSOLIDATED [removed: AND COMBINED] FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: Page] | [added: | Page | | |]

[removed: | [Management’s Report on Internal Control Over Financial Reporting](#Managements_Report_ICFR) | 59 |][added: MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

| [Reports of Independent Registered Public Accounting [removed: Firm](#Auditor_Reports)] [added: Firm](#i7d2332ddd5924d6d96728f82516686dd_73) (PCAOB ID: 42)] | [removed: 60] | [added: | [60](#i7d2332ddd5924d6d96728f82516686dd_73) | | |]

| [Consolidated Statements of Operations for the fiscal years ended June 30, [removed: 2021, 2020 and 2019](#CONSOLIDATED_COMBINED_STATEMENTS_OPERATI)] [added: 202](#i7d2332ddd5924d6d96728f82516686dd_76)[2](#i7d2332ddd5924d6d96728f82516686dd_76)[, 202](#i7d2332ddd5924d6d96728f82516686dd_76)[1](#i7d2332ddd5924d6d96728f82516686dd_76) [and 2](#i7d2332ddd5924d6d96728f82516686dd_76)[02](#i7d2332ddd5924d6d96728f82516686dd_76)[0](#i7d2332ddd5924d6d96728f82516686dd_76)] | [removed: 63] | [added: | [63](#i7d2332ddd5924d6d96728f82516686dd_76) | | |]

| [Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2021, 2020 and 2019](#CONSOLIDATED_COMBINED_STATEMENTS_COMPREH)] [added: 202](#i7d2332ddd5924d6d96728f82516686dd_79)[2](#i7d2332ddd5924d6d96728f82516686dd_79)[, 202](#i7d2332ddd5924d6d96728f82516686dd_79)[1](#i7d2332ddd5924d6d96728f82516686dd_79) [and 20](#i7d2332ddd5924d6d96728f82516686dd_79)[20](#i7d2332ddd5924d6d96728f82516686dd_79)] | [removed: 64] | [added: | [64](#i7d2332ddd5924d6d96728f82516686dd_79) | | |]

| [Consolidated Balance Sheets as of June 30, [removed: 2021 and 2020](#CONSOLIDATED_BALANCE_SHEETS)] [added: 202](#i7d2332ddd5924d6d96728f82516686dd_82)[2](#i7d2332ddd5924d6d96728f82516686dd_82) [and 202](#i7d2332ddd5924d6d96728f82516686dd_82)[1](#i7d2332ddd5924d6d96728f82516686dd_82)] | [removed: 65] | [added: | [65](#i7d2332ddd5924d6d96728f82516686dd_82) | | |]

| [Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2021, 2020 and 2019](#CONSOLIDATED_COMBINED_STATEMENTS_CASH_FL)] [added: 202](#i7d2332ddd5924d6d96728f82516686dd_85)[2](#i7d2332ddd5924d6d96728f82516686dd_85)[, 202](#i7d2332ddd5924d6d96728f82516686dd_85)[1](#i7d2332ddd5924d6d96728f82516686dd_85) [and 20](#i7d2332ddd5924d6d96728f82516686dd_85)[20](#i7d2332ddd5924d6d96728f82516686dd_85)] | [removed: 66] | [added: | [66](#i7d2332ddd5924d6d96728f82516686dd_85) | | |]

| [Consolidated Statements of Equity for the fiscal years ended June 30, [removed: 2021, 2020 and 2019](#STMTs_of_Equity)] [added: 202](#i7d2332ddd5924d6d96728f82516686dd_88)[2](#i7d2332ddd5924d6d96728f82516686dd_88)[, 202](#i7d2332ddd5924d6d96728f82516686dd_88)[1](#i7d2332ddd5924d6d96728f82516686dd_88) [and 20](#i7d2332ddd5924d6d96728f82516686dd_88)[20](#i7d2332ddd5924d6d96728f82516686dd_88)] | [removed: 67] | [added: | [67](#i7d2332ddd5924d6d96728f82516686dd_88) | | |]

[removed: | [Notes to the Consolidated and Combined Financial Statements](#NOTES_TO_CONSOLIDATED_COMBINED_FINANCIAL) | 68 |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS]

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | [Management](#i7d2332ddd5924d6d96728f82516686dd_70)['](#i7d2332ddd5924d6d96728f82516686dd_70)[s Report on Internal Control Over Financial Reporting](#i7d2332ddd5924d6d96728f82516686dd_70) | | | [59](#i7d2332ddd5924d6d96728f82516686dd_70) | | |]

[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: |]

[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: |]

[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: |]

[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. [removed: |]

Management, including the [removed: Company’s] [added: Company's] principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox [removed: Corporation’s] [added: Corporation's] internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on the framework set forth in [removed: “*Internal] [added: "*Internal] Control — Integrated [removed: Framework*”] [added: 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: 2021,] [added: 2022,] 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 [removed: and Combined] Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2021,] [added: 2022,] has audited the [removed: Company’s] [added: Company's] internal control over financial reporting.

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[removed: Opinion] [added: Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting]

We have audited Fox [removed: Corporation’s] [added: Corporation's] internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] 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 [removed: “Company”)] [added: "Company")] maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated [removed: and combined] statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and our report dated August [removed: 10, 2021] [added: 12, 2022] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Fox Corporation (the [removed: “Company”)] [added: "Company")] as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated [removed: and combined] statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] 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 [removed: 10, 2021] [added: 12, 2022] expressed an unqualified opinion thereon.

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

| | | [removed: Assessment] [added: | Assessment] of realizability of deferred tax [removed: assets] [added: assets] | [added: | |]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | [added: |] 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 [removed: Company’s] [added: Company's] deferred tax assets. For the year ended June 30, [removed: 2021,] [added: 2022,] the Company had deferred tax assets before valuation allowances of [removed: $4.1] [added: $3.7] billion as disclosed in Note 16. | [added: | |]

| | | [added: |] Auditing [removed: management’s] [added: management's] assessment of [removed: recoverability] [added: realizability] of deferred tax assets involved subjective estimation and complex auditor judgment in determining whether sufficient future taxable income will be generated to support the realization of the existing deferred tax assets. | [added: | |]

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | [added: |] We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over [removed: management’s] [added: management's] estimates of future taxable income. Among other audit procedures performed, we evaluated the significant assumptions used by the Company to develop estimated future taxable income and tested the completeness and accuracy of the underlying data. For example, we evaluated [removed: management’s] [added: management's] estimates of future taxable income by performing a look-back analysis of [removed: management’s] [added: management's] historical estimates compared to actual results as well as compared [removed: management’s] [added: management's] estimates to current industry and economic trends. We also performed a sensitivity analysis of future taxable income to evaluate the recoverability of deferred tax assets resulting from changes in assumptions. | [added: | |]

| | | [removed: Program] [added: | Program] rights amortization – National sports [removed: programming] [added: programming] | [added: | |]

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | [added: |] As disclosed in Note 2 to the consolidated financial statements, the Company has [removed: programming rights, including] single and multi-year contracts for [removed: broadcast rights of] sports [removed: events.] [added: programming.] The costs of multi-year sports contracts at the Company are primarily amortized based on the ratio of each [added: contract's] current [removed: period’s] [added: period] attributable revenue [removed: for each contract] to the estimated total remaining attributable [removed: revenue for each contract.] [added: revenue.] Auditing the amortization of the [removed: Company’s] [added: Company's] national sports programming involved subjective estimation and complex auditor judgment because the analysis that the Company relies upon to determine the amortization of this programming is based on estimates of future revenues from the programming. Differing estimates of future revenues could materially affect the timing of sports programming amortization. | [added: | |]

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | [added: |] We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the amortization of the [removed: Company’s] [added: Company's] national sports programming, including controls over [removed: management’s] [added: management's] review of the analysis and the significant assumptions used to develop the estimated future revenues. We also tested [removed: management’s] [added: management's] controls to validate that the data used in the analysis was complete and accurate. Among other audit procedures performed, we evaluated the significant assumptions used by the Company to develop the estimated future revenues and tested the completeness and accuracy of the underlying data used in the analysis. For example, we evaluated [removed: management’s] [added: management's] forecasts of estimated future revenues by performing a look-back analysis of [removed: management’s] [added: management's] historical estimates compared to actual results. We also performed a sensitivity analysis of the estimated future revenues to evaluate the change in the amortization of the [removed: Company’s] [added: Company's] national sports programming resulting from changes in the assumptions. | [added: | |]

[removed: CONSOLIDATED AND COMBINED] [added: CONSOLIDATED] STATEMENTS OF [removed: OPERATIONS][added: OPERATIONS]

[removed: (IN] [added: (IN] MILLIONS, EXCEPT PER SHARE [removed: AMOUNTS)][added: AMOUNTS)]

| | | | | | |

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

| [Notes to the Consolidated Financial Statements](#i7d2332ddd5924d6d96728f82516686dd_91) | | | [68](#i7d2332ddd5924d6d96728f82516686dd_91) | | |

Basis for Opinion

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August 12, 2022

FOX CORPORATION

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

| Interest expense, net | | | (371) | | | | | | (391) | | | | | | (334) | | |

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

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

FOX CORPORATION

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

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

FOX CORPORATION

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

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

| | | | 2022 | | | | | | 2021 | | |

| | | | | | |

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

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

FOX CORPORATION

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

| Net income | | | $ | 1,233 | | | | | $ | 2,201 | | | | | $ | 1,062 | |

| Repayment of borrowings | | | (750) | | | | | | — | | | | | | — | | |

| Sale of subsidiary noncontrolling interest | | | 25 | | | | | | — | | | | | | — | | |

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

FOX CORPORATION

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

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

| | | | Class A | | | | | | | | | | | | Class B | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive (Loss) | | | | | | Total Fox Corporation Stockholders' Equity | | | | | | Noncontrolling Interests(a) | | | | | | Total Equity | | |

| --- | --- |

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

August 10, 2021

Adoption of ASU 2016-02

As discussed in Note 10 to the consolidated 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.

| | | |

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

| Net transfers to Twenty-First Century Fox, Inc. | | | \- | | | | \- | | | | (1,233 | ) |

| Net dividend paid to Twenty-First Century Fox, Inc. | | | \- | | | | \- | | | | (6,500 | ) |

| | | Class A | | | | | | | | Class B | | | | | | | | Twenty-First Century | | | | Additional | | | | | | | | Accumulated Other | | | | Total Fox Corporation | | | | | | | | | | |

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

| | | Common Stock | | | | | | | | Common Stock | | | | | | | | Fox, Inc. | | | | Paid-in | | | | Retained | | | | Comprehensive | | | | Stockholders' | | | | Noncontrolling | | | | Total | | |

| | | Shares | | | | Amount | | | | Shares | | | | Amount | | | | Investment | | | | Capital | | | | Earnings | | | | Income (Loss) | | | | Equity | | | | Interests(a) | | | | Equity | | |

| Balance, June 30, 2018 | | | \- | | | $ | \- | | | | \- | | | $ | \- | | | $ | 9,513 | | | $ | \- | | | $ | \- | | | $ | 81 | | | $ | 9,594 | | | $ | \- | | | $ | 9,594 | |

| Adoption of new accounting standards(b) | | | \- | | | | \- | | | | \- | | | | \- | | | | 143 | | | | \- | | | | \- | | | | (143 | ) | | | \- | | | | \- | | | | \- | |

| Net income | | | \- | | | | \- | | | | \- | | | | \- | | | | 1,036 | | | | \- | | | | 559 | | | | \- | | | | 1,595 | | | | 15 | | | | 1,610 | |

| Other | | | \- | | | | \- | | | | \- | | | | \- | | | | 135 | | | | 35 | | | | (59 | ) | | | \- | | | | 111 | | | | (4 | ) | | | 107 | |

| Net decrease in Twenty-First Century Fox, Inc. investment | | | \- | | | | \- | | | | \- | | | | \- | | | | (964 | ) | | | \- | | | | \- | | | | (157 | ) | (c) | | (1,121 | ) | | | \- | | | | (1,121 | ) |

| Conversion of Twenty-First Century Fox, Inc. investment | | | 354 | | | | 4 | | | | 266 | | | | 3 | | | | (9,863 | ) | | | 9,856 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | |

| (b) | Reflects the adoption of ASU 2016-01 and ASU 2018-02 as defined in Note 11—Stockholders’ Equity under the heading “Accumulated other comprehensive loss.” |

| (c) | Represents accumulated other comprehensive loss transferred from Twenty-First Century Fox, Inc. investment related to the pension and postretirement benefit assets and liabilities of the Shared Plans as defined in Note 15—Pension and Other Postretirement Benefits. |

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.

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 (See Note 10—Leases under the heading “Lessor Arrangements”).

The Transaction Tax (as defined below) included a prepayment of the Company’s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of these assets in the amount of approximately $700 million.

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

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.

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 Consolidated and Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from 21CF, are reasonable.

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

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

For purposes of the Company’s financial statements for the periods prior to the Distribution, the income tax provision in the Consolidated and Combined Statements of Operations was calculated as if FOX filed a separate tax return and was operating as a standalone business.

Therefore, cash tax payments and items of current and deferred taxes may not be reflective of FOX’s actual tax balances prior to or subsequent to the Distribution.

Prior to the Distribution, the Company’s operating results were included in 21CF’s consolidated U.S. federal and state income tax returns.

Pursuant to rules promulgated by the Internal Revenue Service (“IRS”) and various state taxing authorities, the Company filed its initial U.S. income tax returns for the period March 19, 2019 through June 30, 2019.

The income tax accounts reflected in the Consolidated Balance Sheet as of June 30, 2019 include income taxes payable and deferred taxes attributed to the Company at the time of and subsequent to the Separation (See Note 13—Related Party Transactions and Twenty-First Century Fox, Inc. Investment under the heading “Corporate Allocations and Twenty-First Century Fox, Inc. Investment”).

None.

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Management's report and the report of the independent registered public accounting firm thereon are set forth on pages 59 and 60, respectively, and are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

| --- | --- |

PART III

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

The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed in connection with its 2021 Annual Meeting of Stockholders pursuant to Regulation 14A.

PART IV

| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |

The following documents are filed as part of this Annual Report:

| | 1. | The Company’s Consolidated 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 Financial Statements or the Notes to the Consolidated Financial Statements. |

| | 3. | The exhibits listed on the Exhibit Index below are filed or incorporated by reference as part of this Annual Report. |

EXHIBIT INDEX

| Number | | Description |

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

| | | |

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

| 3.1 | | [Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex31.htm) |

| 3.2 | | [Amended and Restated By-laws of Fox Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 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 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) |

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

| 10.1 | | [Fox Corporation 2019 Shareholder Alignment Plan (incorporated herein by reference to Exhibit 10.1 to the March 14, 2019 Form 8-K).+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex101.htm) |

| 10.2 | | [Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the March 14, 2019 Form 8-K).+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex102.htm) |

| 10.3 | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Restricted Stock Unit Terms and Conditions (incorporated herein by reference to Exhibit 10.3 to the March 14, 2019 Form 8-K).+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex103.htm) |

| 10.4 | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Non-Qualified Stock Option Terms and Conditions (incorporated herein by reference to Exhibit 10.4 to the March 14, 2019 Form 8-K).+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex104.htm) |

| 10.5 | | [Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “March 2019 Form 10-Q”)).+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm) |

| 10.6 | | [Letter Agreement between Lachlan K. Murdoch and News Corporation dated November 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the March 2019 Form 10-Q).+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex106_420.htm) |

| 10.7 | | [Letter Agreements between John P. Nallen and News Corporation dated January 1, 2005 and November 17, 2008, as amended through June 3, 2013 (incorporated herein by reference to Exhibit 10.7 to the March 2019 Form 10-Q).+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm) |

| 10.8 | | [Form of Consent Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 22, 2020 and filed with the SEC on April 22, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000119312520115030/d915245dex101.htm) |

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

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

| 10.11 | | [Stockholders Agreement, dated as of November 6, 2019, by and between the Registrant and the Murdoch Family Trust (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 5, 2019 and filed with the SEC on November 6, 2019).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm) |

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

| 23.1 | | [Consent of Independent Registered Public Accounting 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 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 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 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, 2021 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2021, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2021, 2020 and 2019; (iii) Consolidated Balance Sheets as of June 30, 2021 and 2020; (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2021, 2020 and 2019; (v) Consolidated Statements of Equity for the fiscal years ended June 30, 2021, 2020 and 2019 and (vi) Notes to the Consolidated Financial Statements.* |

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

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

| * | Filed herewith. |

Not applicable.

PART III

ITEMS 10, 11, 12, 13 AND 14.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE; PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company's Definitive Proxy Statement to be filed in connection with its 2022 Annual Meeting of Stockholders pursuant to Regulation 14A.

PART IV

The following documents are filed as part of this Annual Report:

1.The Company's Consolidated 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 Financial Statements or the Notes to the Consolidated Financial Statements.

3.The exhibits listed on the Exhibit Index below are filed or incorporated by reference as part of this Annual Report.

EXHIBIT INDEX

| | | | | | |

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

| Number | | | Description | | |

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

| | | | | | |

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

| | | | | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex31.htm) | | |

| | | | | | |

| 3.2 | | | [Amended and Restated By-laws of Fox Corporation (incorporated herein by reference to Exhibit 3.1 to the Company](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm)[s Current Report on Form 8-K dated February 8, 2022 and filed with the SEC on February 9, 2022).](http://www.sec.gov/Archives/edgar/data/1754301/000119312521054640/d137848dex31.htm) | | |

| | | | | | |

| 4.1 | | | [Description of the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)[s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459020038975/fox-ex41_290.htm)[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) | | |

| | | | | | |

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

| | | | | | |

| 10.1 | | | [Fox Corporation 2019 Shareholder Alignment Plan (incorporated herein by reference to Exhibit 10.1 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex101.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex101.htm) | | |

| | | | | | |

| 10.2 | | | [Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex102.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex102.htm) | | |

| | | | | | |

| 10.3 | | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Restricted Stock Unit Terms and Conditions (incorporated herein by reference to Exhibit 10.3 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex103.htm) | | |

| | | | | | |

| 10.4 | | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Non-Qualified Stock Option Terms and Conditions (incorporated herein by reference to Exhibit 10.4 to the March 14, 2019 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex104.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex104.htm) | | |

| | | | | | |

| 10.5 | | | [Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm) "[March 2019 Form 10-Q](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)"[)).](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex105_421.htm) | | |

| | | | | | |

| 10.6 | | | [Letter Agreement between Lachlan K. Murdoch and News Corporation dated November 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the March 2019 Form 10-Q).](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex106_420.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex106_420.htm) | | |

| | | | | | |

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

| 10.7 | | | [Letter Agreements between John P. Nallen and News Corporation dated January 1, 2005 and November 17, 2008, as amended through June 3, 2013 (incorporated herein by reference to Exhibit 10.7 to the March 2019 Form 10-Q).](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm)[+](http://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm) | | |

| | | | | | |

| 10.8 | | | [Form of Consent Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant](http://www.sec.gov/Archives/edgar/data/1754301/000119312520115030/d915245dex101.htm)['](http://www.sec.gov/Archives/edgar/data/1754301/000119312520115030/d915245dex101.htm)[s Current Report on Form 8-K dated April 22, 2020 and filed with the SEC on April 22, 2020).](http://www.sec.gov/Archives/edgar/data/1754301/000119312520115030/d915245dex101.htm)+ | | |

| | | | | | |

| 10.9 | | | [Form of Employment Agreement Amendment (incorporated herein by reference to Exhibit 10.1 to the Re](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)['](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[s](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm) [Quarterly Report on Form 10-Q for the quarter ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828022002107/foxa-20211231x10q_exhx101.htm) | | |

| | | | | | |

[removed: SIGNATURES][added: SIGNATURES]

| Fox Corporation (Registrant) | | | | [added: | | | | |]

| By: | | [added: |] /S/ Steven Tomsic | | [added: | | | |]

| | | [removed: Steven Tomsic Chief] [added: | Steven Tomsic Chief] Financial [removed: Officer] [added: Officer] | | [added: | | | |]

[added: |] Date: August [removed: 10, 2021][added: 12, 2022 | | | | | | | | |]

| [removed: Signature] [added: Signature] | | [removed: Title] | | | [removed: Date] | [added: Title | | | | | | Date | | |]

| /S/ LACHLAN K. MURDOCH [removed: Lachlan K. Murdoch] | | [added: | | | |] Executive [removed: Chairman] [added: Chair] and Chief Executive Officer (Principal Executive Officer) | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ STEVEN TOMSIC [removed: Steven Tomsic] | | [added: | | | |] Chief Financial Officer (Principal Financial and Accounting Officer) | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ K. RUPERT MURDOCH [removed: K. Rupert Murdoch] | | [removed: Chairman] | | | [added: | Chair | | | | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ WILLIAM A. BURCK [removed: William A. Burck] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ CHASE CAREY [removed: Chase Carey] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ ANNE DIAS [removed: Anne Dias] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ ROLAND A. HERNANDEZ [removed: Roland A. Hernandez] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ JACQUES NASSER [removed: Jacques Nasser] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| /S/ PAUL D. RYAN [removed: Paul D. Ryan] | | [added: | | | |] Director | | | [added: | | |] August [removed: 10, 2021] [added: 12, 2022] | [added: | |]

| | | | | | | | | |

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