UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2021

2022

or

☐

oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38776

FOX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

83-1825597

 Delaware83-1825597
(State or Other Jurisdiction of


Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1211 Avenue of the Americas New York, New York

10036

New York,

New York10036
(Address of Principal Executive Offices)

(Offices and Zip Code)

Registrant’s

Registrant's telephone number, including area code (212) 852-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbols

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.01 per share

FOXA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

FOX

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒x No ☐o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and emerging growth company”company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

x

Accelerated filer

☐

o

Non-accelerated filer

☐

o

Smaller reporting company

☐

o

Emerging growth company

☐

o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

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

As of August 6, 2021, 323,404,0589, 2022, 306,477,328 shares of Class A Common Stock and 251,381,283242,640,680 shares of Class B Common Stock were outstanding.

DOCUMENTS INCORPORATED BY 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 20212022 Annual Meeting of Stockholders, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Fox Corporation’sCorporation's fiscal year end.



TABLE OF CONTENTS

Page

PART I

Page

PART I

ITEM 1.

BUSINESS

1

ITEM 1A.

1.

RISK FACTORS1

19

ITEM 1A.
21
ITEM 1B.

32

33

ITEM 2.

PROPERTIES33

32

ITEM 3.

32

33

ITEM 4.

32

33

PART II

ITEM 5.

33

34

ITEM 6.

SELECTED FINANCIAL DATA34

34

ITEM 7.

35

34

ITEM 7A.

57

56

ITEM 8.

58

ITEM 9.

112

109

ITEM 9A.

112

109

ITEM 9B.

112

109

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

109

PART III

PART III

ITEM 10.

113

110

ITEM 11.

113

110

ITEM 12.

113

110

ITEM 13.

113

110

ITEM 14.

113

110

PART IV

ITEM 15.

114

111

ITEM 16.

115

113

SIGNATURES114

116



PART I

ITEM 1.BUSINESS

    BUSINESS

Background

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

•

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

•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S.•

Television, which principally consists of the production, acquisition, marketing and distribution of broadcast network programming and free advertising-supported video-on-demand (“AVOD”) services under the FOX and Tubi brands, respectively, and the operation of 29 full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, 18 are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station.

•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand ("AVOD") service TUBI, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station.•

Other, Corporate and Eliminations, which principally consists of 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. Credible is a U.S. consumer finance marketplace.

•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. Credible is a U.S. consumer finance marketplace.
Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”"Annual Report") for the fiscal year ended June 30, 2021 (“2022 ("fiscal 2021”2022") to “FOX,”"FOX," the “Company,” “we”"Company," "we" or “us”"us" mean Fox Corporation and its consolidated subsidiaries.

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

FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”("21CF") distributed, on a pro rata basis, all the issued and outstanding common stock ofspun off the Company to 21CF stockholders. Followingstockholders and FOX's Class A Common Stock and Class B Common Stock (collectively, 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”"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. The remaining 21CF assets were acquired byMarket (the "Transaction"). The Walt Disney Company (“Disney”("Disney"), acquired the remaining 21CF assets and 21CF became a wholly-owned subsidiary of Disney (the “Disney Merger”).

Disney. The Company is party to several agreementsa separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company’sCompany's relationship with 21CF and Disney following the 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.Transaction. The core transition services agreements will terminateentered into in connection with the Transaction terminated in accordance with their terms by September 2021. 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.

fiscal 2022.

The Company’sCompany's fiscal year ends on June 30 of each year. The Company was incorporated in 2018 under the laws of the State of Delaware. The Company’sCompany's principal executive offices are located at 1211 Avenue of the Americas, New York, New York 10036 and its telephone number is (212) 852-7000. The Company’sCompany's website is www.foxcorporation.com. The Company’sCompany's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), are available, free of charge, through the Company’sCompany's website as soon as reasonably practicable after the material is electronically filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”"SEC"). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We are providing our website address solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Annual Report as being posted on the website, into this Annual Report.


Caution Concerning Forward-Looking Statements

This Annual Report contains “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical or current fact are “forward-looking statements”"forward-looking statements" for purposes of federal and state securities laws. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook”"may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words. Although
1

the Company’sCompany's management believes that the expectations reflected in any of the Company’sCompany's forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’sCompany's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. Important factors that could cause the Company’sCompany's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’sCompany's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the impact of coronavirus disease 2019 (“COVID-19”("COVID-19") and other widespread health emergencies or pandemics and measures to contain their spread. For more detailed information about these factors, see Item 1A, “Risk"Risk Factors,”" and Item 7, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations—Caution Concerning Forward-Looking Statements.”

"

Forward-looking statements in this Annual Report speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.

Business Overview

FOX produces and delivers compelling news, sports and entertainment content through its primary iconic brands, including FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations, and leading AVOD service Tubi.TUBI. The Company, with a simple structure focused on two principal reporting segments, differentiates itself in a crowded media and entertainment marketplace through the leadership positions of the Company’sCompany's brands and premium programming that focus on live and “appointment-based”"appointment-based" content, a significant presence in major markets, and broad distribution of the Company’sCompany's content across traditional and digital platforms.

Our Competitive Strengths

Premium brands that resonate deeply with viewers.

Under the banner of the FOX name,banner, we produce and distribute content through some of the world’sworld's leading and most valued brands. Our long track record of challenging the status quo emboldens us to continue making innovative decisions, disrupting competitors and forming deeper relationships with audiences. FOX News Media is among the most influential and recognized news brands in the world. FOX Sports has earned a reputation for bold sports programming and, with its far-reaching presence in virtually every U.S. household, is a leading destination for live sports events and sports commentary. FOX Entertainment is renowned for its engaging primetime entertainment, including the top broadcast entertainment series 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. Tubi,TUBI, a leading AVOD service, attracts a young, diverse and loyal audience to its 35,000over 45,000 programming titles. The quality of our programming and the strength of our brands maximize the value of our content through a combination of affiliate fees and advertising sales.

Leadership positions across strategically significant programming platforms.

FOX enjoys a leadership position across our core news, sports and entertainment businesses. As linear television viewership declines across the industry, “appointment-based”"appointment-based" programming that is the FOX hallmark remains resilient. For over 1920 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 Nielsen.The Nielsen Company ("Nielsen"). FOX News also finished calendar year 20202021 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the fifthsixth consecutive year. A leader in marquee live sports broadcasts, FOX Sports programs the National Football League (“NFL”("NFL"), Major League Baseball’s (“MLB”Baseball's ("MLB") Regular Season, All-Star Game and World Series and other marquee events, including the Fédération Internationale de Football Association (“FIFA”("FIFA") Men’sMen's and Women’s Women's World Cup and the Super Bowl. FOX Sports programming was #1 in live sports viewership among all television networks as of June 2021, includingincludes the #1 show on television, America’sAmerica's Game of the Week. FOX NetworkEntertainment has
2

delivered the youngest and most diverse audience of the broadcast networks across all programming (including sports) ranked #1 among all broadcast


networkin primetime programming for the 2020-2021past two decades. During the 2021-2022 broadcast season, in the key 18 to 49 demographic for the second consecutive season. FOX Entertainment delivered the top primetime showfeatured leading unscripted hit The Masked Singer, as well asleading scripted Monday dramas 9-1-1 and 9-1-1: Lone Star and four of the #1 new comedy,top 10 comedies on broadcast television with The Simpsons, Family Guy, Bob's Burgers andCall Me Kat, and the #1 new unscripted show, I Can See Your Voice. The FOX Television Stations ended fiscal 2021 coveringcover 18 Nielsen-designated market areas (“DMAs”("DMAs"), including 14 of the 15 largest, and was the #1 or #2 localrated news provider in more than halfthe hours of 5 a.m. - 9 a.m. in the majority of the markets in which it operates. FOX has helped TubiTUBI become one of the most relevant and fastest growing AVOD services in the country in fiscal 2021,2022, with over 50%nearly 40% growth in total view time (the total number of hours watched) compared to the prior fiscal year. Taken together, we believe our leadership positions will continue to support strong affiliate fee revenue growth and sustained advertising revenue, while enabling us to nimbly respond to the challenges traditional media companies are facing relating to rapidly evolving technologies and changes in consumer behavior.

Significant presence and relevance in major domestic markets.

The FOX portfolio combines the range of national cable and broadcast networks with the power of tailored local television. FOX News and FOX Business are available in approximately 75over 70 million U.S. households and the FOX Network is available in essentially all U.S. households. Additionally, our 29 owned and operated television stations cover 18 DMAs, including 14 of the 15 largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest. These stations provide balanced content of national interest with programming of note to local communities, producing over 1,000approximately 1,200 hours of local news coverage each week. Tubi’sTUBI's ubiquitous availability both online and through its app provides broad distribution of films, episodic television programming and live local and national news content. In calendar year 2021, Tubi will carryTUBI carries nearly 100 local station feeds (including feeds of our owned and operated stations), covering 5850 DMAs and 24 of the top 25 markets. The breadth and depth of our footprint allows us to produce and distribute our content in a cost-effective manner and share best business practices and models across regions. It also enables us to engage audiences, develop deeper consumer relationships and create more compelling product offerings.

Attractive financial profile, including multiple revenue streams, strong balance sheet and tax asset benefit.

We have achieved strong revenue growth and profitability in a complex industry environment over the past several years, led by affiliate fee increases. Additionally, our strong balance sheet provides us with the financial flexibility to continue to invest across our businesses, allocate resources toward investments in growth initiatives, take advantage of strategic opportunities, including potential acquisitions across the range of media categories in which we operate, and return capital to our stockholders. We also benefit from a tax asset that resulted from the step-up in the tax basis of our assets following the Transaction, which will provide an annual cash tax benefit for many years.

Goals and Strategies

Maintain leading positions in live news, live sports and quality entertainment.

We have long been a leader in news, sports and entertainment programming. We believe that building on our leading market positions is essential to our success. We are investing in our most attractive growth opportunities by allocating capital to our news, sports and original entertainment programming, which we believe have distinct competitive advantages. For example, we have continued our investments in digital properties at FOX News Media, including additional investments in the FOX Nation subscription video-on-demand (“SVOD”("SVOD") service and other digital products, such as the FOX News Audio radio and podcast business andOctober 2021 launch of the FOX Weather free advertising-supported streaming service, which is scheduled to launch in late 2021.service. In Marchfiscal 2021, FOX Sports reached a new andentered into an expanded 11-year media rights agreement with the NFL that extendshas extended FOX Sports’Sports' coverage of premier NFC games, createscreated new and exclusive holiday games on the FOX Network and expands FOX’sexpanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFLNFL-related programming on Tubi.TUBI. 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"). FOX Entertainment is investing in more co-production arrangements and owns a stake in nearly all new series that airedpremiered on the FOX Network during the 2020-20212021-2022 broadcast season. 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
3

on our traditional and digital entertainment platforms. We will also continue to invest in content, technology and marketing at TubiTUBI to attract new viewers and retain Tubi’sTUBI's existing audience. 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. We believe continuing to provide compelling news, sports and entertainment programming across platforms will increase audience engagement and drive growth across our distribution, affiliate and advertising relationships.

Increase revenue growth through the continued delivery of high quality, premium and valuable content.

With a focused portfolio of assets, we create and produce high quality programming that delivers value for our viewers and our affiliate and advertising partners. We intend to continue to receivegenerate appropriate value for our content, particularly through affiliate fees.content. Additionally, we expect our enhanced ability to acquire independent programming through co-production arrangements and internal production capabilities will facilitate growth by enabling us to directly manage the economics and


programming decisions of our broadcast network and stations group. We also believe our unique ability to deliver “appointment-based”"appointment-based" viewing and audiences at scale, along with innovative advertising platforms, delivers substantial value to our advertising customers, and the unique nature of our “appointment-based”"appointment-based" content positions us to maintain and even grow audiences during a time of increasing consumer fragmentation.

Expand our digital distribution offerings and direct engagement with consumers, increasing complementary sources of revenues.

Our key networks are offered on all major digitalvirtual MVPD services, reflecting the strength of our brands and the “must-have”"must-have" nature of our content. We are also cultivating and growing direct interactions between FOX brands and consumers outside traditional linear television. For example, TUBI, which we acquired in fiscal 2020, we acquired leading AVOD service Tubi. Tubi provides us with a wholly-owned digital platform to access a wider digital audience and further the reach of our content. As of June 2021, TubiTUBI continues to experience significant growth in total view time across a library of 35,000over 45,000 titles, as well as key FOX entertainment, news and sports programming. As of June 2021, TubiTUBI streamed over 34 billion hours of content over the course of the fiscal year, a record for the platform, to a young, diverse and loyal audience advertisers are eager to reach. Additionally, FOX Sports has entered into a national media and sports wagering partnership with Flutter Entertainment plc (“Flutter”("Flutter"), which offers FOX Bet Super 6, a national free-to-play game with a user base of approximately 5more than 6 million registered accounts as of June 2021,2022, and the FOX Bet sportsbook mobile app in New Jersey, Pennsylvania, Colorado and Michigan. We own an equity stake in Flutter and maintain valuable options to acquire approximately 18.5% of FanDuel Group, a majority-owned subsidiary of Flutter, and up to 50% of the U.S. business of Flutter subsidiary, The Stars Group. FOX News Media operates a number of high-growth digital businesses, including two direct-to-consumer services.FOX News Digital, which attracts the highest multiplatform time spent in the news category, along with the FOX Nation an SVOD service, available towhich offers U.S. consumers offers a variety of on-demand content, including original programming from popular opinion hosts. Outside the U.S.,In addition, in October 2021, FOX News Media operates Fox News International, an SVODlaunched FOX Weather, a free advertising-supported streaming service that features a digital feed of the linear FOX News networkoffers local, regional and a variety of on-demand content. Innational weather reporting in addition inJune 2021, the Company acquired Outkick Media, LLC, a digital media company focused on the intersection of sports, news and entertainment.

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.

live programming.

Segments

Cable Network Programming

The Cable Network Programming segment produces and licenses news, business news and sports content for distribution primarily through traditional and virtual MVPDs and other digital platforms, primarily in the U.S. The businesses in this segment include FOX News Media (which includes FOX News and FOX Business) and our primary cable sports programming networks FS1, FS2, the Big Ten Network and FOX Deportes.


4


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

As of June 30,

As of June 30,

2021

 

2020

20222021

(in millions)

(in millions)

FOX News Media Networks

 

 

 

FOX News Media Networks

FOX News

77

 

83

FOX News75 77 

FOX Business

73

 

80

FOX Business72 73 

FOX Sports Networks

 

 

 

FOX Sports Networks

FS1

74

 

80

FS174 74 

FS2

54

 

59

FS255 54 

The Big Ten Network

51

 

57

The Big Ten Network50 51 

FOX Deportes

16

 

20

FOX Deportes15 16 

*

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

FOX News Media. FOX News Media includes the FOX News and FOX Business networks and their related properties. For over 1920 consecutive years, FOX News has been the top-rated national cable news channel in both Monday to Friday primetime and total day viewing. FOX News also finished calendar year 20202021 as the #1 cable network in Monday to Friday total day viewing among the key Adults 25-54 demographic, as well as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the fifthsixth consecutive year, according to Nielsen.year. FOX Business is a business news national cable channel. Calendar year 2020For the quarter ended June 30, 2022, FOX Business was FOX Business’ highest rated year everthe #1 business network in business day and market hours among total viewers in business day.viewers. FOX News also produces a weekend political commentary show, FOX News Sunday, for broadcast on the FOX Television Stations and stations affiliated with the FOX Network throughout the U.S. FOX News, through its FOX News Edge service, licenses news feeds to affiliates to the FOX Network and other subscribers to use as part of local news broadcasts primarily throughout the U.S. FOX News also produces FOX News Audio, which licenses news updates, podcasts, and long-form programs to local radio stations and to mobile, Internet and satellite radio providers.

FS1. FS1 is a multi-sport national network that features live events, including regular season and post-season MLB games, National Association of Stock Car Auto Racing (“NASCAR”("NASCAR"), college football, college basketball, The Spring League, the FIFA Men’sMen's and Women’sWomen's World Cup,, Major League Soccer (“MLS”("MLS"), U.S. Soccer Federation Men’sUEFA Euro, UEFA Nations League, Concacaf and Women’s National Team Soccer (USSF)CONMEBOL soccer and horse racing, as well as regular season and post-season MLB games.racing. In addition to live events, FS1 also features original programming from FOX Sports Films, studio programming such as NASCAR Race Huband opinion shows such as Skip and Shannon: Undisputed, and The Herd with Colin Cowherd, First Things First, FOX Bet Live and Speak for Yourself.

FS2. FS2 is a multi-sport national network that features live events, including NASCAR, collegiate sports, horse racing, rugby, surfing, world-class soccer and motor sports.

FOX Sports Racing. FOX Sports Racing is a 24-hour video programming service consisting of motor sports programming, including NASCAR events and original programming, National Hot Rod Association (“NHRA”("NHRA"), MotoAmericamotorcycle racing and horse racing. FOX Sports Racing is distributed to subscribers in Canada and the Caribbean.

FOX Soccer Plus. FOX Soccer Plus is a premium video programming network that showcases exclusive live soccer and rugby competitions, including events from FIFA, UEFA, Concacaf, CONMEBOL, Super Rugby League, Australian Football League and the National Rugby League.

FOX Deportes. FOX Deportes is a Spanish-language sports programming service distributed in the U.S. FOX Deportes features exclusive Spanish-language coverage of a variety of sports events, including premier soccer (such as Liga MX and Copa MX, Tijuana Xolos, Rayados de Monterrey and Santos Laguna home matches, MLS, and Liga de Honduras), NASCAR Cup Series, WWE Smackdown, Xtreme Fighting Championships, LUX Fight League, regular and post-season games of the NFL (including the National Football Conference (“NFC”) Championship game) and MLB (including regular season games and the AmericanNational League Championship Series in 2021)2022 and the All-Starand World Series games.games), NASCAR Cup Series, college football and WWE
5

Smackdown. In addition to live events, FOX Deportes also features multi-sport news and highlight shows and daily studio programming. FOX Deportes is available to approximately 16.215.1 million cable and satellite households in the U.S., of which over 4.3approximately 3.6 million are Hispanic.


The Big Ten Network. The Big Ten Network is a 24-hour national video programming service dedicated to the collegiate Big Ten Conference and Big Ten athletics, academics and related programming. The Big Ten Network televises live collegiate events, including football games, regular-season and post-season men’smen's and women’swomen's basketball games, and men’smen's and women’swomen's Olympic events (including wrestling, volleyball and ice hockey), as well as a variety of studio shows and original programming. The Big Ten Network also owns and operates B1G+ (formerly branded BTN+), a subscription video streaming service that features live streams of non-televised sporting events, replays of televised and streamed events, and a large collection of classic games and original programming. In fiscal 2021, theThe Company increased its ownership interest inowns approximately 61% of the Big Ten Network to approximately 61%.Network.

Digital Distribution. The Company also distributes programming through its FOX-branded and network-brandedbranded websites, apps and social media accounts, and it licenses programming for distribution through MVPDs’MVPDs' websites and apps. The Company’sCompany's websites and apps provide live and/or on-demand streaming of network-related programming primarily on an authenticated basis to allow video subscribers of the Company’sCompany's participating distribution partners to view Company content via the Internet. These websites and apps include the websites FOXNews.com, FOXBusiness.com, FOXWeather.com, FOXSports.com, FOXDeportes.com, theUSFL.com and foxsoul.tvOutKick.com and the FOX News, FOX Business, FOX Weather, FOX Sports and FOX Deportes and Fox Soul mobile apps, as well as the website btnplus.com and the BTN+ app.apps. FOX News Media also operates two direct-to-consumer services:services. FOX Nation is an SVOD service available tothat offers U.S. consumers that offers a variety of on-demand content, including original programming from popular opinion hosts, and the FOX News International SVODWeather, a free advertising-supported streaming service which wasthat launched in fiscalOctober 2021, offers local, regional and delivers feeds ofnational weather reporting in addition to live programming. The Big Ten Network distributes programming through the linear FOX News and FOX Business networks and select on-demand programming to international subscribers.B1G+ subscription video streaming service. The Company also distributes non-authenticated live-streaming and video-on-demand content, podcasts, as well as static visual content such as photography, artwork and graphical design across FOX-branded social media, third party video and audio platforms.

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

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.
Cable Network Programming Competition

General. Cable network programming is a highly competitive business. Cable networks compete for content, distribution, viewers and advertisers with a variety of media, including broadcast television networks; cable television systems and networks; Internet-delivered platforms such asdirect-to-consumer live streaming platforms, SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media. Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, quality of user experience and the effectiveness of marketing efforts.

FOX News Media. FOX News’News' primary competition comes from the broadcast networks' national news divisions and cable networks CNN, HLN and MSNBC. FOX Business’Business' primary competition comes from the cable networks CNBC and Bloomberg Television. FOX News and FOX Business also compete for viewers and advertisers within a broad spectrum of television networks, including other non-news cable networks and free-to-air broadcast television networks. FOX News and FOX Business also face competition online from CNN.com, NBCNews.com, NYTimes.com, CNBC.com, Bloomberg.com, Yahoo.com and The Wall Street Journal Online, among others.

FOX Sports. A number of basic and pay television programming services, such as ESPN and TNT, direct-to-consumer streaming services such as ESPN+, Amazon Prime Video, Apple TV+, Peacock, Paramount+ and DAZN, as well as free-to-air stations and broadcast networks, provide programming that also targets FS1, FS2
6

and the Big Ten Network’sNetwork's respective audiences. On a national level, the primary competitors to FS1, FS2, and the Big Ten Network are ESPN, ESPN2, TNT, TBS, USA Network, CBS Sports Network, league-owned networks such as NFL Network, NHL Network, NBA TV and MLB Network, and collegiate conference-specific networks such as the SEC Network, Pac-12 Network and ACC Network. In regional markets, the Big Ten Network competes with regional sports networks, local broadcast television stations and other sports programming providers and distributors. FS1, FS2, and the Big Ten Network also face competition online from ESPN+, Peacock, Amazon Prime Video, Apple TV+, Paramount+, DAZN, Amazon, Yahoo Sports, Facebook, Twitter, ESPN.com, nbcsports.com, Bleacherreport.com and CBSSports.com, among others.

In addition, FS1, FS2, and the Big Ten Network compete with third parties, to varying degrees, for sports programming rights. FS1, FS2 and the Big Ten Network compete for national rights principally with a number of national cable and broadcast services and direct-to-consumer streaming services that specialize in or carry sports programming, including sports networks launched by the leagues and collegiate conferences. Additionally, MVPDs and online and social media


properties such as Amazon, Apple, Yahoo Sports, Facebook and Twitter compete with the Company’sCompany's cable sports networks by acquiring and distributing sports content to their online users.

Television

The Television segment is principally engagedproduces, acquires, markets and distributes programming through the FOX broadcast network, the TUBI AVOD service, broadcast television stations and other digital platforms, primarily 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.

U.S.

FOX Television Stations

FOX Television Stations owns and operates 29 full power broadcast television stations, which deliver broadcast network content, local news and syndicated programming to viewers in 18 local markets. These include stations located in 14 of the top 15 largest DMAs and two stations (referred to as duopolies) in each of 11 DMAs, including the three largest DMAs (New York, Los Angeles and Chicago). In two of the duopoly markets, FOX Television Stations is channel sharing whereby both of its stations in the market operate using a single 6 MHz channel. Of the 29 full power broadcast television stations, 18 stations are affiliated with the FOX Network. These stations leverage viewer, distributor and advertiser demand for the FOX Network’sNetwork's national content. In addition, the FOX Network’sNetwork's strategy to deliver fewer hours of national content than other major broadcasters benefits stations affiliated with the FOX Network, which can utilize the flexibility in scheduling to offer expanded local news and other programming that viewers covet. Our 29 stations collectively produce over 1,000approximately 1,200 hours of local news coverage every week. For a description of the programming offered to affiliates toof the FOX Network, see “—"—The FOX Network.”" In addition, FOX Television Stations owns and operates 10 stations broadcasting programming from MyNetworkTV. Fox Television Stations also owns and operates FOX Soul, an AVOD service dedicated to the African American viewer that features original and syndicated programming.

programming, and LiveNOW from FOX, a free, advertising supported streaming service offering 24/7 live news coverage. In addition, FOX Television Stations offers local programming through websites and mobile apps associated with the stations.

7


The following table lists certain information about each of the television stations owned and operated by FOX Television Stations. Unless otherwise noted, all stations are affiliates of the FOX Network.

FOX Television Stations

 

DMA/Rank

 

Station

 

Digital
Channel RF
(Virtual)

 

Type

 

Percentage of U.S.
Television
Households
in the DMA (a)

DMA/RankStationDigital
Channel RF
(Virtual)		Type
Percentage of U.S.
Television Households
in the DMA (a)

New York, NY

 

1

 

WNYW

 

27(5)

 

UHF

 

6.2%

New York, NY1WNYW27(5)UHF6.2%

 

 

 

WWOR-TV(b)(c)

 

25(9)

 

UHF

 

 

WWOR-TV(b)(c)
25(9)UHF

Los Angeles, CA

 

2

 

KTTV

 

11(11)

 

VHF

 

4.7%

Los Angeles, CA*Los Angeles, CA*2KTTV11(11)VHF4.7%

 

 

 

KCOP-TV(b)

 

13(13)

 

VHF

 

 

KCOP-TV(b)
13(13)VHF

Chicago, IL

 

3

 

WFLD

 

24(32)

 

UHF

 

2.9%

Chicago, IL3WFLD24(32)UHF2.9%

 

 

 

WPWR-TV(b)(d)

 

31(50)

 

UHF

 

 

WPWR-TV(b)(d)
31(50)UHF

Philadelphia, PA

 

4

 

WTXF-TV

 

31(29)

 

UHF

 

2.5%

Philadelphia, PA4WTXF-TV31(29)UHF2.5%

Dallas, TX*

 

5

 

KDFW

 

35(4)

 

UHF

 

2.4%

Dallas, TX*5KDFW35(4)UHF2.4%

 

 

 

KDFI(b)

 

27(27)

 

UHF

 

 

KDFI(b)
27(27)UHF
Atlanta, GA*Atlanta, GA*6WAGA-TV27(5)UHF2.2%
Washington, DC*Washington, DC*7WTTG36(5)UHF2.2%
WDCA(b)(f)
36(20)UHF

San Francisco, CA

 

6

 

KTVU

 

31(2)

 

UHF

 

2.2%

San Francisco, CA8KTVU31(2)UHF2.1%

 

 

 

KICU-TV(e)

 

36(36)

 

UHF

 

 

KICU-TV(e)
36(36)UHF

Atlanta, GA

 

7

 

WAGA-TV

 

27(5)

 

UHF

 

2.2%

Houston, TX

 

8

 

KRIV

 

26(26)

 

UHF

 

2.1%

Houston, TX*Houston, TX*9KRIV26(26)UHF2.1%

 

 

 

KTXH(b)

 

19(20)

 

UHF

 

 

KTXH(b)
19(20)UHF

Washington, DC

 

9

 

WTTG

 

36(5)

 

UHF

 

2.1%

Seattle-Tacoma, WA*Seattle-Tacoma, WA*11KCPQ13(13)VHF1.8%

 

 

 

WDCA(b)(f)

 

36(20)

 

UHF

 

 

KZJO(b)
36(22)UHF

Phoenix, AZ*

 

11

 

KSAZ-TV

 

10(10)

 

VHF

 

1.8%

Phoenix, AZ*12KSAZ-TV10(10)VHF1.7%

 

 

 

KUTP(b)

 

26(45)

 

UHF

 

 

Seattle-Tacoma, WA*

 

12

 

KCPQ

 

13(13)

 

VHF

 

1.7%

 

 

 

KZJO(b)

 

36(22)

 

UHF

 

 

KUTP(b)
26(45)UHF

Tampa, FL*

 

13

 

WTVT

 

12(13)

 

VHF

 

1.7%

Tampa, FL*13WTVT12(13)VHF1.7%

Minneapolis, MN(g)

 

14

 

KMSP-TV

 

9(9)

 

VHF

 

1.6%

Minneapolis, MN(g)
14KMSP-TV9(9)VHF1.6%

 

 

 

WFTC(b)

 

29(29)

 

UHF

 

 

WFTC(b)
29(29)UHF

Detroit, MI*

 

15

 

WJBK

 

7(2)

 

VHF

 

1.5%

Detroit, MI*15WJBK7(2)VHF1.6%

Orlando, FL*

 

17

 

WOFL

 

22(35)

 

UHF

 

1.4%

Orlando, FL*17WOFL22(35)UHF1.4%

 

 

 

WRBW(b)

 

28(65)

 

UHF

 

 

WRBW(b)
28(65)UHF

Milwaukee, WI

 

37

 

WITI(h)

 

31(6)

 

UHF

 

0.8%

Milwaukee, WI36
WITI(h)
31(6)UHF0.8%

Austin, TX*

 

38

 

KTBC

 

7(7)

 

VHF

 

0.8%

Austin, TX*37KTBC7(7)VHF0.8%

Gainesville, FL

 

160

 

WOGX

 

31(51)

 

UHF

 

0.1%

Gainesville, FL161WOGX31(51)UHF0.1%

TOTAL

 

 

 

 

 

 

 

 

 

38.7%

TOTAL    38.8%

Source: Nielsen, January 2021

2022

*

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

By the fall of 2022, KCOP-TV is expected to broadcast in the ATSC 3.0 standard and KTTV is expected to return to broadcasting in the ATSC 1.0 standard.
8

(a)

(a)VHF television stations transmit on Channels 2 through 13 and UHF television stations on Channels 14 through 36. The Federal Communications Commission (the “FCC”"FCC") applies a discount (the “UHF Discount”"UHF Discount"), which attributes only 50% of the television households in a local television market to the audience reach of a UHF television station for purposes of calculating whether that station’sstation's owner complies with the national station ownership cap imposed by FCC regulations and by statute; in making this calculation, only the station’s RF broadcast channel is considered. In a duopoly market, both stations must be UHF for the discount to apply. In addition, the coverage of two commonly owned stations in the same market is counted only once. The percentages listed are rounded and do not take into account the UHF Discount. For more information regarding the FCC’s national station ownership cap, see “Government"Government Regulation.”

"

(b)

MyNetworkTV licensee station.


(c)

WWOR-TV hosts television station WRNN, New Rochelle, NY, licensed to WRNN License Company, LLC, an unrelated third party pursuant to a channel sharing agreement between FOX Television Stations and WRNN License Company, LLC. A portion of the spectrum formerly licensed to WWOR-TV is now shared with and licensed to WRNN.

(d)

WPWR-TV channel shares with WFLD.

(e)

Independent station.

(f)

WDCA channel shares with WTTG.

(g)

(g)

The Company also owns and operates full power station KFTC, Channel 26, Bemidji, MN as a satellite station of WFTC, Channel 29, Minneapolis, MN. Station KFTC is in addition to the 29 full power stations described in this section.

(h)

(h)

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

The FOX Network

The FOX Network is a premier national television broadcast network, renowned for disrupting legacy broadcasters with powerful sports programming and appealing primetime entertainment. The FOX Network regularly delivers approximately 15 hours of weekly primetime programming to 208 local market affiliates, including 18 stations owned and operated by the Company, covering approximately 99.9% of all U.S. television households, according to Nielsen. The FOX Network primetime lineup is intended to appeal primarily to the 18 to 49 year old audience, the demographic group that advertisers seek to reach most often, with particular success in the 18 to 34 year old audience. The FOX Network has ranked among the top two networks in the 18 to 34 year old audience for the past 2627 broadcast seasons. During the 2020-20212021-2022 broadcast season, the FOX Network ranked first#2 in the 18 to 49 year old audience and #1 across key advertiser demographic groups, including the 18 to 34 year old audience (based on Nielsen’sNielsen's live+7 ratings). The FOX Network programming ranked #1#2 among all broadcast network primetime programming for the 2020-20212021-2022 broadcast season for a second consecutive season in the 18 to 49 year old audience (based on Nielsen’sNielsen's commercial+7 ratings) and led the broadcast season by a 10% margin over NBC Television Network (“NBC”) and CBS Television Network (“CBS”), which tied for second place in the 18 to 49 year old audience.. The median age of the FOX Network viewer is 5557 years, as compared to 5961 years for each of ABC Television Network (“ABC”("ABC") and, 60 years for NBC and 6164 years for CBS.

•

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.

•FOX Sports. A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2021-2022 broadcast season live coverage of the NFL, including the premier NFC rights package, America's Game of the Week, the #1 show on television, and Thursday Night Football. 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. In fiscal 2021, FOX Sports entered into an expanded 11-year media rights agreement with the NFL that has extended FOX Sports' coverage of NFC games, created new and exclusive holiday games on the FOX Network, and expanded FOX's digital rights to enable future direct-to-consumer opportunities as well as NFL-related programming on TUBI.

•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
9

entertainment programming for the 2021-2022 broadcast season in the 18 to 49 year old audience (based on Nielsen's commercial+7 ratings). FOX Entertainment primetime programming during the 2021-2022 broadcast season featured such series as 9-1-1, 9-1-1: Lone Star, Bob's Burgers, Call Me Kat, The Cleaning Lady, The Great North, Family Guy, The Resident, The Simpsons and Welcome to Flatch; unscripted series such as The Masked Singer, Next Level Chef, I Can See Your Voice, MasterChef Junior and Domino Masters; and event specials such as the iHeartRadio Music Awards and the Miss Universe Pageant. In the 2021-2022 broadcast season, FOX launched the #1 new entertainment series Next Level Chef. The Masked Singer was the #2 primetime unscripted entertainment series and 9-1-1 was the #2 broadcast drama in the 18 to 49 year old audience. 9-1-1 and 9-1-1: Lone Star were Monday's top entertainment series of the season. The FOX Network featured four of the broadcast season's top ten comedies: The Simpsons, Family Guy, Bob's Burgers and Call Me Kat. In addition, The Masked Singer, 9-1-1, 9-1-1: Lone Star and Next Level Chef placed among the season's top 25 entertainment programs in the 18 to 49 year old audience.
•

FOX Sports. A significant component of FOX Network programming consists of sports programming, with the FOX Network providing to its affiliates during the 2020-2021 broadcast season live coverage of the NFL, including the premier NFC rights package, America’s Game of the Week, the #1 show on television, and Thursday Night Football. 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. In March 2021, FOX Sports reached a new and expanded 11-year media rights agreement with the NFL that extends FOX Sports’ coverage of NFC games, creates new and exclusive holiday games on the FOX Network, and expands FOX’s digital rights to enable future direct-to-consumer opportunities as well as NFL programming on Tubi.

The FOX Network obtains entertainment programming from major television studios, including 20th Television (formerly known as Twentieth Century Fox Television and which, following the Disney Merger, is owned by Disney) and


Warner Bros. Television Studios, and independent television production companies pursuant to license agreements. The terms of these agreements generally provide the FOX Network with the right to broadcast a television series for a minimum of four seasons. Nationalnational sports programming is obtained through license agreements with professional or collegiate sports leagues or organizations, including long-term agreements with the NFL, MLB, college football and basketball conferences, NASCAR, FIFA, UEFA, Concacaf, ConmebolCONMEBOL and WWE. Entertainment programming is obtained from major television studios, including 20th

Television (formerly known as Twentieth Century Fox Television and which is owned by Disney), Sony Pictures Television and Warner Bros. Television, and independent television production companies pursuant to license agreements. The terms of these agreements generally provide the FOX Network with the right to acquire broadcast rights to a television series for a minimum of four seasons.

The FOX Network provides programming to affiliates in accordance with affiliation agreements of varying durations, which grant to each affiliate the right to broadcast network television programming on the affiliated station. Such agreements typically run three or more years and have staggered expiration dates. These affiliation agreements require affiliates to the FOX Network to carry the FOX Network programming in all time periods in which the FOX Network programming is offered to those affiliates, subject to certain exceptions stated in the affiliation agreements.

The FOX Network also distributes programming through its network-branded website, FOX.com, and its FOX NOW and FOX Sports apps, which offer live streaming of the FOX Network shows and programming from many broadcast stations affiliated with the FOX Network, and licenses programming for distribution through MVPDs’MVPDs' websites and apps.

Tubi

Tubi

TUBI
TUBI is a leading AVOD service available on over 25 digital platforms in the United States and select international regions as of June 2021.2022. In fiscal 2021,2022, the service generated over 34 billion hours of total view time (the total number of hours watched) across its content library of 35,000over 45,000 films and television programs from over 250350 content partners, including every major Hollywood studio. TubiTUBI also features key FOX content, such as The Masked Singer, I Can See Your Voice and LEGO Masters, as well as sports programming and live local and national news content. In calendar year 2021, Tubi will carryTUBI carries nearly 100 local station feeds (including feeds of FOX’sFOX's owned and operated stations), covering 5850 DMAs and 24 of the top 25 markets. In April 2021, Tubi announced that it will debut more than 140 hours ofTUBI has also begun to offer new original content,titles and has introduced linear streaming channels to supplement its on-demand library, including exclusive documentaries fromchannels featuring FOX Alternative Entertainment, animated titles from Bento Box EntertainmentEntertainment's The Masked Singer, TMZ 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.

TubiStudio Ramsay Global’s Gordon Ramsay.

TUBI broadens the reach of network television and enables the Company’sCompany's advertising partners to access a substantial, incremental digital audience. According to a study conducted by MRI-Simmons, asAs of February 2021,2022, the median age of Tubi’sTUBI's viewers was 3739 years old, 20nearly 15 years younger than the median age of linear television viewers nearly 42%of traditional and virtual MVPD services according to the MRI-Simmons March 2022 Cord Evolution Study. TUBI viewers are diverse, with approximately 40% of its audience identifiedidentifying as multicultural, and over three-fourths45% of its audience diddoes not have accesssubscribe to the top 25 cable networks.

Fox Alternative traditional or virtual MVPD services.

Entertainment

Programming Production

The Company also produces entertainment programming for its traditional and digital entertainment platforms. Fox Alternative Entertainment LLC,is a full-service production studio that develops and produces
10

unscripted and alternative programming primarily for the FOX Network, including The Masked Singer, Joe Millionaire: For Richer or Poorer and 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

Bento Box Entertainment LLC develops and produces animated programing,programming, including programming that airs on the FOX Network such as Bob’sBob's Burgers and DuncanvilleThe Great North.

In fiscal 2022, the Company acquired the entertainment studio MarVista Entertainment and TMZ, which produces daily syndicated magazine programs, broadcast television specials and other content for distribution on traditional and digital platforms, including TMZ.com, the TMZ mobile app and TUBI. The Company also formed a co-owned production company with Gordon Ramsay, Studio Ramsay Global, that is focused on culinary and lifestyle programming.

MyNetworkTV

The programming distribution service, Master Distribution Service, Inc. (branded as MyNetworkTV), distributes two hours per night, Monday through Friday, of off-network programming from syndicators to its over 180 licensee stations, including 10 stations owned and operated by the Company, and is available to approximately 97.5% of U.S. households as of June 30, 2021.

2022.

Blockchain Creative Labs
Blockchain Creative Labs, a division formed by FOX Entertainment and Bento Box Entertainment that commenced operations in fiscal 2022, is focused on establishing a leadership position in Web3 content creation, distribution and monetization.
Competition

The network television broadcasting business is highly competitive. The FOX Network, MyNetworkTV and TubiTUBI compete for audiences, programming and advertising revenue with a variety of competing media, including other broadcast television networks, cable television systems and networks; direct-to-consumer live streaming platforms; other


Internet-delivered platforms, such as SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media. In addition, the FOX Network and MyNetworkTV compete with other broadcast networks and programming distribution services to secure affiliations or station agreements with independently owned television stations in markets across the U.S. ABC, NBC and CBS each broadcast a significantly greater number of hours of programming than the FOX Network and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than the FOX Network. Technological developments are also continuing to affect competition within the broadcast television marketplace.

Each of the stations owned and operated by FOX Television Stations also competes for advertising revenues with other television stations, radio and cable systems in its respective market area, along with other advertising media, including direct-to-consumer live streaming platforms, other Internet-delivered platforms such as SVOD and AVOD services and mobile, gaming and social media platforms, newspapers, magazines, outdoor advertising and direct mail. All of the stations owned and operated by FOX Television Stations are located in highly competitive markets. Additional factors that affect the competitive position of each of the television stations include management experience, authorized power and assigned frequency of that station. Competition for sales of broadcast advertising time is based primarily on the anticipated and actually delivered size and demographic characteristics of audiences as determined by various rating services, price, the time of day when the advertising is to be broadcast, competition from the other broadcast networks, cable television systems, direct broadcast satellite television, services and digital media and general economic conditions. Competition for audiences is based primarily on the selection of programming, the acceptance of which is dependent on the reaction of the viewing public, which is often difficult to predict.

Other, Corporate and Eliminations

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

11

FOX Studio Lot

FOX owns the FOX Studio LotLot 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/production and 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 LotLot 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.

Credible

The Company holds 67%66% of the equity in Credible, which operates a U.S. consumer finance marketplace. Credible’s offering enablesand insurance marketplaces in the U.S. Credible's offerings provide consumers to compare instant, personalized pre-qualified ratesproduct and rate options for a range of financial products, including student loans, personal loans, mortgages and mortgagesinsurance policies from multiple financial institutions.

consumer lending and insurance providers.

Investments

Flutter

The Company and Flutter have entered into a national media and sports wagering partnership in the U.S. The partnership offers the FOX Bet Super 6 national free-to-play game, which has a user base of approximately 5more than 6 million registered accounts as of June 2021,2022, and the FOX Bet sportsbook mobile app, which is available in New Jersey, Pennsylvania, Colorado and Michigan as of June 2021.2022. FOX Sports provides Flutter with an exclusive license to use certain FOX Sports trademarks under a long-term commercial arrangement. In addition, subject to certain conditions and applicable gaming regulatory approvals, FOX Sports has an option until August 2029 to acquire up to 50% of the equity in the U.S. business of The Stars Group, a majority-owned subsidiary of Flutter. As part of Flutter’sFlutter's acquisition of The Stars Group in 2020, FOX Sports received the right to acquire an approximately 18.5% equity interest in Flutter’sFlutter's majority-owned subsidiary, FanDuel Group (structured as a 10-year option from 2021), which is currently the subject of ongoing arbitration proceedings. In 2020, theThe Company participated in two equity offerings by Flutter, investing approximately $155 million. As of June 30, 2021, the Companyalso owns approximately 4.3 million ordinary shares of Flutter, representing approximately 2.5% of Flutter.

Flutter as of June 30, 2022.

Government Regulation

The Communications Act and FCC Regulation

The television broadcast industry in the U.S. is highly regulated by federal laws and regulations issued and administered by various agencies, including the FCC. The FCC regulates television broadcasting, and certain aspects of the operations of cable, satellite and other electronic media that compete with broadcasting, pursuant to the Communications Act of 1934, as amended (the “Communications Act”"Communications Act"). The introduction of new laws and regulations or changes in the enforcement or interpretation of existing laws and regulations could have a negative impact on the operations, prospects and financial performance of the Company.

Broadcast Licenses. The Communications Act permits the operation of television broadcast stations only in accordance with a license issued by the FCC upon a finding that the grant of the license would serve the public interest, convenience and necessity. The Company, ownsthrough its subsidiaries, holds broadcast licenseeslicenses in connection with its ownership and operation of television stations. Under the Communications Act, television broadcast licenses may be granted for a maximum term of eight years. Generally, the FCC renews broadcast licenses upon finding that the television station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse. FOX Television Stations currently has renewal applications pending for its full power broadcast licenses and will continue filing license renewal applications through calendar year 2023.

Ownership Regulations. Under the FCC’sFCC's national television ownership rule, one party may own television stations with a collective national audience reach of not more than 39% of all U.S. television households, subject to the UHF discount. Under the UHF discount, a UHF television station is attributed with reaching only
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50% of the television households in its market for purposes of calculating national audience reach. In December 2017, the FCC issued a Notice of Proposed Rulemaking pursuant to which it will consider modifying, retaining or eliminating the 39% national television audience reach limitation (including the UHF discount). If the FCC determines in the future to eliminate the UHF discount and the national television audience reach limitation is not eliminated or modified, the Company’sCompany's ability to acquire television stations in additional markets may be negatively affected.

In a reconsideration order issued in November 2017, the FCC eliminated the newspaper/broadcast cross-ownership rule, which prohibited common ownership of broadcast stations and daily newspapers in the same market. The Company owns two television stations in the New York DMA and an attributable interest in The New York Post due to the Murdoch Family Trust’s ownership interests in News Corporation (“News Corp”). The stations operated under waivers of the cross-ownership rule prior to its elimination. In 2019, the United States Court of Appeals for the Third Circuit (the “Third Circuit”) vacated the 2017 reconsideration order and the cross-ownership rule was reinstated. The FCC filed a petition for review with the United States Supreme Court (the “Supreme Court”) in April 2020, and in April 2021 the Supreme Court reversed the Third Circuit in a unanimous decision. As a result, common ownership of broadcast stations and daily newspapers is no longer prohibited. Additionally, in the 2017 reconsideration order, the FCC eliminated a prior prohibition against owning two of the top four ranked stations in a DMA, but such ownership remains subject to FCC review and approval, and one party may not own more than two television stations in the same DMA.

The Company is also subject to other communications laws and regulations relating to ownership. For example, FCC dual network rules prohibit any of the four major broadcast television networks — FOX, ABC, CBS, and NBC — from being under common ownership or control. In addition, under the Communications Act, no broadcast station licensees may be owned by a corporation if more than 25% of the corporation’scorporation's stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country. This ownership limit can be waived if the FCC finds it to be in the public interest. The FCC could review the Company’sCompany's compliance with the foreign ownership regulations in connection with its consideration of FOX Television Stations’Stations' license renewal applications. The Company’sCompany's amended and restated certificate of incorporation authorizes the Company’sCompany's Board of Directors to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of common stock to or ownership of common stock by a non-U.S. stockholder; voiding a transfer of common stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming common stock held by a non-U.S. stockholder.

Carriage and Content Regulations. FCC regulations require each television broadcaster to elect, at three-year intervals, either to require carriage of its signal by traditional MVPDs in the station’sstation's market or to negotiate the terms through which that broadcast station would permit transmission of its signal by the traditional MVPDs within its market,


which we refer to as the retransmission consent. FOX Television Stations have historically elected retransmission consent for all of their owned and operated stations, and the Company has been compensated as a result.

Federal legislation limits the amount of commercial matter that may be broadcast during programming originally designed for children 12 years of age and younger to 10 ½ minutes per hour during the weekend and 12 minutes per hour during the week. In addition, under FCC regulations, television stations are generally required to broadcast a minimum of three hours per week of programming, which, among other requirements, must serve, as a “significant"significant purpose,”" the educational and informational needs of children 16 years of age and under. Under FCC rules that were revised in 2019, one of the three hours per week may air on a television’s station’stelevision's station's multicast stream(s); the other two hours must air on the primary programming stream. A television station found not to have complied with the programming requirements or commercial limitations could face sanctions, including monetary fines and the possible non-renewal of its license.

FCC rules prohibit the broadcast by television and radio stations of indecent or profane material between the hours of 6:00 a.m. and 10:00 p.m. Federal law currently authorizes the FCC to impose fines of up to $419,533$445,445 per incident for violation of the prohibition against indecent and profane broadcasts. The FCC may impose fines or revoke licenses for serious or multiple violations of the indecency prohibition. Because indecency complaints are confidential, there may be pending nonpublic complaints alleging the broadcast of indecent or profane material by FOX Television Stations (and it is not possible to predict the outcome of any such complaints).

Modifications to the Company’sCompany's programming to reduce the risk of indecency violations could have an adverse effect on the competitive position of FOX Television Stations and the FOX Network. If indecency regulation is extended to Internet or cable and satellite programming, and such extension was found to be constitutional, some of the Company’sCompany's other programming services could be subject to additional regulation that might affect subscription and viewership levels.

The FCC continues to enforce strictly its regulations concerning sponsorship identification, political advertising, children’schildren's television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters and antenna tower maintenance. In addition, the Federal Trade Commission, or FTC, has increased its focus on unfair and deceptive advertising practices, particularly with respect to social media marketing. Both FCC and FTC rules and guidance require marketers to clearly and
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conspicuously disclose whenever there has been payment for a marketing message or when there is a material connection between an advertiser and a product endorser.

FCC rules also require the closed captioning of almost all broadcast and cable programming. In addition, Federal law requires affiliates of the four largest broadcast networks in the 7080 largest markets to carry a specified minimum amountnumber of hours of primetime or children’schildren's programming per calendar quarter with audio descriptions, i.e., a verbal description of key visual elements inserted into natural pauses in the audio and broadcast over a separate audio channel. The same statute requires programming that was captioned on television to retain captions when distributed via Internet Protocol apps or services.

FCC regulations govern various aspects of the agreements between networks and affiliated broadcast stations, including, among other things, a mandate that television broadcast station licensees retain the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.

Violation of FCC regulations can result in substantial monetary forfeitures, periodic reporting conditions, short-term license renewals and, in egregious cases, denial of license renewal or revocation of license. Violation of FTC-imposed obligations can result in enforcement actions, litigation, consent decrees and, ultimately, substantial monetary fines.

Broadcast Transmission Standard. In November 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using the “Next Generation”"Next Generation" broadcast television transmission standard developed by the Advanced Television Systems Committee, Inc., also referred to as “ATSC"ATSC 3.0.”" FOX Television Stations is actively building out ATSC 3.0 facilities. FOX Television Stations is participating in various ATSC 3.0 testing with other broadcasters, but it is too early to predict the impact of this technical standard on the Company’sCompany's operations. In June 2020, the FCC adopted a Declaratory Ruling and Notice of Proposed Rulemaking declaring that local and national ownership restrictions do not apply to non-video services. TheIn June 2022, the FCC issued a Third Notice of Proposed Rulemaking that raises a number of questions that could impact the adoption and roll-out of both video and non-video ATSC 3.0 services.services, as well as the broadcast requirements for the ATSC 1.0 standard.


Privacy and Information Regulation

The laws and regulations governing the collection, use and transfer of consumer information are complex and rapidly evolving, particularly as they relate to the Company’sCompany's digital businesses. Federal and state laws and regulations affecting the Company’sCompany's online services, websites, and other business activities include: the Children’sChildren's Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which regulates the distribution of unsolicited commercial emails, or “spam”"spam"; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a “video"video tape service provider;”" the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure, and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations, and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the “CCPA”"CCPA"), which imposes broad obligations on the collection, use, handling and disclosure of personal information of California residents. For example, subject to certain exceptions, the CCPA provides individual rights for Californians, including to access, delete, and to restrict the “sale”"sale" of personal information.

A number of privacy and data security bills that address the collection, maintenance and use of personal information, breach notification requirements and cybersecurity are pending or have been adopted at the state and federal level, which would impose additional obligations on businesses.businesses, including in connection with targeted advertising. For example, the California Privacy Rights Act (the “CPRA”"CPRA"), which amends the CCPA, was passed in November 2020 and generally takes effect on January 1, 2023. Among other things, the CPRA creates a new state privacy protection agency, expands individual rights, and introduces new requirements for businesses, several which are subject to additional rulemaking. Other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Utah and Colorado.Connecticut. In addition, the FTC and state attorneys
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general and other regulators have made privacy and data security an enforcement focus. Other federal and state laws and regulations also may be adopted that impact our digital services, including those relating to oversight of user-generated content.

Foreign jurisdictions also have implemented and continue to introduce new privacy and data security laws and regulations, thatwhich apply to certain of the Company’sCompany's operations. It is possible that our current data protection policies and practices may be deemed inconsistent with new legal requirements or interpretations thereof and could result in the violation of these new laws and regulations. The EU General Data Protection Regulation, in particular, regulates the collection, use and security of personal data and restricts the trans-border flow of such data. Other countries, including the United Kingdom, Canada, Australia, China, and Mexico, also have enacted data protection legislation.

The Company monitors and considers these laws and regulations, particularly with respect to the design and operation of digital content services and legal and regulatory compliance programs. These laws and regulations and their interpretation are subject to change, and could result in increased compliance costs, claims, financial penalties for noncompliance, changes to business practices, including with respect to tailored advertising, or otherwise impact the Company’sCompany's business. Violations of these laws and regulations could result in significant monetary fines and other penalties, private litigation, require us to expend significant resources to defend, remedy and/or address, and harm our reputation, even if we are not ultimately responsible for the violation.

Consumer Finance Laws and Regulations

Credible operates a consumer finance marketplaceand insurance marketplaces that marketsmarket and providesprovide services in heavily regulated industries across the United States. As a result, Credible is subject to a variety of federal and state laws and regulations. These include the laws and regulations governing the collection, use and transfer of consumer information described above and the following:

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the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, or “RESPA,” and similar state laws, and federal and state unfair and deceptive acts and practices, or “UDAAP,” laws and regulations, all of which place restrictions on the manner in which consumer loans are marketed and originated, and some of which impose restrictions on the amount and nature of fees that may be charged or paid to Credible by lenders and real estate professionals for providing or obtaining consumer loan requests;

•the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, or "RESPA," and similar state laws, and federal and state unfair and deceptive acts and practices, or "UDAAP," laws and regulations, which place restrictions on the manner in which consumer loans and insurance products are marketed and originated and the amount and nature of fees that may be charged or paid to Credible by lenders, insurance carriers and real estate professionals for providing or obtaining consumer loan and insurance requests;•

the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes requirements related to mortgage disclosures; and


•the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, imposes requirements related to mortgage disclosures; and

•federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or "SAFE Act," which establishes minimum standards for the licensing and regulation of mortgage loan originators, and state insurance licensing laws.•

federal and state licensing laws, such as the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or “SAFE Act,” which establishes minimum standards for the licensing and regulation of mortgage loan originators.

Intellectual Property

The Company’sCompany's intellectual property assets include copyrights in television programming and other publications, websites and technologies; trademarks, trade dress, service marks, logos, slogans, sound marks, design rights, symbols, characters, names, titles and trade names, domain names; patents or patent applications for inventions related to its products, business methods and/or services, trade secrets and know how; and licenses of intellectual property rights of various kinds. The Company derives value from these assets through the production, distribution and/or licensing of its television programming to domestic and international cable and satellite television services, video-on-demand services, operation of websites, and through the sale of products, such as collectible merchandise, apparel, books and publications, among others.

The Company devotes significant resources to protecting its intellectual property, relying upon a combination of copyright, trademark, unfair competition, patent, trade secret and other laws and contract provisions. There can be no assurance of the degree to which these measures will be successful in any given case. Policing unauthorized use of the Company’sCompany's products and services and related intellectual property is often difficult and the steps taken may not in every case prevent the infringement by unauthorized third parties of the Company’sCompany's intellectual property. The Company seeks to limit that threat through a combination of
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approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws. Piracy, including in the digital environment, continues to present a threat to revenues from products and services based on intellectual property.

Third parties may challenge the validity or scope of the Company’sCompany's intellectual property from time to time, and such challenges could result in the limitation or loss of intellectual property rights. Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’sCompany's operations.

Human Capital Resources

Our workforce is the creative, strategic and operational engine of FOX’sFOX's success. We have taken extraordinary actions to care for our employees during COVID-19, and our commitment to grow and support our employees continues on an ongoing and sustained basis as we move forward. We aim to develop our human capital by recruiting a talented and diverse workforce, offering competitive compensation and benefits, fostering a healthy work-life balance, providing learning and development opportunities for growth, protecting health and safety, fostering workplace civility and inclusion and encouraging our employees to have an impact in their communities.

As of June 30, 2021,2022, we had approximately 9,00010,600 full-time employees. In the ordinary course of our business and consistent with industry practice, we also employ freelance and temporary workers who provide important production and broadcast support services. The vast majority of our workforce is based in the United States, and a portion is unionized. We intend to posthave posted on our 2020corporate website our Employment Information Report (EEO-1), showing the race/race, ethnicity and gender of our employees, on our website once it is filed with the Equal Employment Opportunity Commission.

FOX’sU.S. employees. https://www.foxcorporation.com/eeo-1-data.

FOX's Corporate Social Responsibility Report, also posted on our website at www.foxcorporation.com/, provides a detailed review of our human capital programs and achievements. Our key human capital initiatives include:

Recruitment and Diversity

We seekare committed to attract peoplediversity from the very top of the Company. Our Board of Directors requires that minority and female candidates are presented for consideration with diverse talents from a broad spectrum of backgrounds, and we support, encourage, and develop our colleagues to lead the industry forward.each Director vacancy. We believe that the more voices in the room and the more diverse the experiences of our colleagues, the better FOX’sFOX's internal culture and external programming are. Our diversity enables us to be more reflective of the audiences we reach and enhances our ability to create news, sports, and entertainment programming that serves all viewers across the country. AAn inclusive and diverse and inclusive workplace is not merely a strategy or business objective; it is fundamentally woven in the fabric of the Company. This commitment begins with our approach to talent recruitment across all of our disciplines and extends to the way we nurture and advance our colleagues’colleagues' careers.

First,

FOX postslists job listingsopenings internally and externally because we believe this is one of the best tools to reach the widest and most diverse pool of candidates. We also collaborate with an array of professional organizations that offer


FOX access to talent at recruiting events and conventions. These organizations include:

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Asian American Journalists Association (AAJA)

•ADCOLOR•

National Association of Black Journalists (NABJ)

•Asian American Journalists Association (AAJA)•

National Association of Hispanic Journalists (NAHJ)

•National Association of Black Journalists (NABJ)•

Native American Journalists Association (NAJA)

•National Association of Hispanic Journalists (NAHJ)•

The Association of LGBTQ Journalists (NLGJA)

•Native American Journalists Association (NAJA)•

AdColor (Promoting the visibility and advancement of people of color in ad sales)

•NLGJA: The Association of LGBTQ Journalists
•Radio Television Digital News Association (RTDNA)
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We also offer paid internships to build a diverse pipeline of early-career talent and emerging leaders. For instance, theThe FOX Internship Program offers students an exciting opportunity to gain practical experience, participating in real-world projects and seminars on the media industry, technology and professional development. This internship program, which runs for 8-10 weeks three times per year, welcomed over 250380 students in calendar year 20202021 and was ranked number 44listed on Vault’s 2021 “100Vault's 2022 "100 Best Internships” survey.Internships." We also partner with the Emma Bowen Foundation, the T. Howard Foundation, the International Television and Radio Society, the Posse Foundation,Sports Biz CARES and the Entertainment Industry College Outreach Program to provide media internships for promising students.

In addition, FOX has developed and implemented severala number of internal training programs designed to provide outstanding individuals from underrepresented backgrounds with workforce skills and professional development opportunitiesopportunities. These programs build the pipeline of our next generation of leaders, many of whom are from underrepresented backgrounds. Examples include:
•FOX Ad Sales Training ("FAST"): Initiated in 2021, this rotational program aims to furtherattract, develop, and retain early career talent. Through exposure to various functions within Ad Sales, FAST develops professional skills of promising individuals recruited from outside FOX.
•FOX Alternative Entertainment ("FAE") FASTRACK: This highly selective accelerated producers' initiative is designed to nurture producers with diverse backgrounds and life experiences, and create a pipeline for new, behind-the-camera talent on FAE series. Launched in 2020, the program places candidates as associate producers on production teams across various FAE-produced shows to provide valuable exposure to many facets of production.
•FOX News Media Digital Rotational Program: Launched in 2021, this program strives to identify high potential talent from diverse backgrounds with a passion for the FOX News Media brand. The goal is to find staff placement for the individuals who complete the one-year rotational program across three key departments for four months each and have proven themselves to be integral members of the FOX News Media Digital team.
•FOX News Multimedia Reporters Training Program: This program places talent from diverse backgrounds in multimedia reporter roles across the country, where they shoot, report, edit and produce their successown high-end content across FOX News platforms. Through daily guidance and foster careers.

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FOX News Multimedia Reporters Training Program: Launched in 2011, this program placesfeedback from management, we challenge and enable the talent from diverse backgrounds in multimedia reporter roles across the country, where they shoot, report, edit, and produce their own high-end content across FOX News platforms. Through daily guidance and feedback from management, we challenge and enable the program’s participants to continually hone their journalistic skills.

•FOX Sports Professional Development Program: This program prepares production team leaders with skills for the unique sports production environment, such as communication and influence in the control room under short deadlines.•

FOX News Leadership Development Program: This program equips diverse, high potential talent with the tools needed to build and propel a career with FOX. Program pillars are mentorship, access and networking, skill-building and development, and exposure to the other FOX businesses.

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FOX Television Stations Sales Training Program: This program was created to develop and mentor the next generation of diverse, motivated sales professionals for the FOX Television Stations. Trainees participate in both intensive classroom study of all aspects of the television station advertising sales business and shadowing of FOX Television Stations sales account executives.

•FOX Writers Incubator Initiative: This FOX Entertainment program, which welcomed its first class in March 2022, nurtures and trains talented writers with diverse voices, backgrounds and life experiences. Writers work intensively on their scripts with the support of established writers, executives, directors and producers across all genres (comedy, drama, animation, etc.).
Employee Compensation and Benefits

We are proud to invest in our people through competitive pay and comprehensive benefits as well as flexibilitydesigned to attract, motivate and support to balance work and personal demands. All full-time employees who were with FOX when we became a standalone publicly traded company in March 2019 received an equity award grant. That award vested in December 2020, with over 6,000 employees receiving shares of FOX’s common stock.

retain our talent. Providing equal pay for equal work, without regard to race, gender or other protected characteristics, is an imperative at FOX. We link our more senior employees’employees' pay to corporate performance through discretionary annual incentive compensation awards. To acknowledge their tremendous contributions throughout the challenges of fiscal 2021, we increased eligible employees’ bonus awards for fiscal 2021. We also paid a special, one-time cash bonus to all other employees who worked with us throughout fiscal 2021, including union and freelance employees who worked the equivalent of full-time.

FOX also seeks to provideprovides generous benefits that support our employees’the health, wellness and financial stability.stability of our employees and their families. Full-time employees are eligible for medical dental,insurance through a choice of several plans, in which employees also may enroll family members, including domestic partners (same-sex and vision insurance, with access to telemedicine and pharmacy benefits, and our freelanceopposite-sex). Freelance employees who work a minimum number of hours are also eligible for a medical plan. Many employees enjoy the convenience of covered telemedicine visits. In addition, we provide vision and dental insurance, which includes coverage for adult orthodontic care. Our coverage is generous, with employee
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contributions and costs more favorable than national averages according to a 2021 Mercer LLC survey. Eligible employees may participate in flexible spending accounts, health savings accounts and qualified transportation expense accounts. We also provide employees with a health advocate service, with experts who support employees and their eligible family members in navigating a wide range of health and insurance-related issues. In addition, we have onsite fitness centers in our New York and Los Angeles worksites. To provide additional support during COVID-19, we are also coveringpaid our full-time employees’employees' medical insurance premiums from March 2020 through December 2021.


Full-time employees are eligible to receive paid holidays, paid floating holidays, paid vacation, paid sick and safe time, life insurance, accidental death and dismemberment insurance, business travel accident insurance, full salary replacement for up to 26 weeks of short-term disability, a 401(k) savings plan with a company matchbasic long-term disability insurance, adoption and contribution,surrogacy reimbursement, charitable gift matching, cybersecurity and malware protection for personal devices and an employee assistance program.

program that offers onsite counseling in New York and Los Angeles, as well as smoking cessation and weight management programs. The FOX 401(k) Savings Plan provides employees with a company contribution, and it offers a company match, Roth and post-tax contribution options and catch-up contributions. Finally, FOX also offers employees group discounts in various voluntary benefits such as critical illness insurance, group universal life insurance, auto and home insurance, legal insurance, pet insurance, supplemental long-term disability insurance and student loan refinancing.

Work-Life Balance and Workplace Flexibility
We believe offering our employees the tools necessary for a healthy work-life balance empowers them to thrive in our modern workforce. To that end, (before, during and after the COVID-19 outbreak), FOX allows eligible individuals the opportunity to work remotelyon a partially remote (i.e., "hybrid") or fully remote basis in appropriate circumstances. We support these working arrangements by deploying online collaboration tools, offering e-learning courses on effective remote work, providing reasonable office supplies and reimbursing business expenses. The Company also reimburses employees who work on a fully remote basis with a monthly stipend for business expenses (including mobile or other devices, Internet and electricity). Where appropriate, we provide technology and mobile communication devices, tailored to employee duties.
Our parental leave policy allows eligible new parents to bond with their children for a substantial period with full pay, and our workplaces have lactation rooms for our new mothers, andmothers. We provide onsite subsidized childcare to full-time employees at the Los Angeles FOX Child Care Center. In addition, we offer backup child, adult, elder and return-to-work care.

For calendar years 2021 and 2022, we doubled the number of days that employees may use the backup care service from 20 to 40 days per year, and we also allow employees to use their backup care benefits for virtual tutoring.

Learning and Development

FOX offers employees multiple learning and development programs, including tuition reimbursement, management and leadership development, online and on-demand e-learning, live webinars and assessment tools. Our annual MentorMatch program provides junior employees with the tools and resources to grow their careers through relationship-building and networking. We also identify key emerging talentindividuals for ongoing talent management, retention and succession planning. Within FOX News Media and FOX Television Stations, we deliver specialized training on the First Amendment, defamation, privacy, infringement and other newsgathering and reporting topics to educate employees on these principles and provide advice on best practices.

Health and Safety
FOX is committed to protecting the health, safety and working environment of our employees, clients and neighbors. Our Environmental Health and Safety ("EHS") Management Program manages risks by implementing proactive, practical and feasible controls into daily work activities. FOX's EHS program works to continuously improve its performance through preventive measures, correcting hazards or dangerous conditions and minimizing the environmental impact of our activities. The FOX Global Security team oversees the Company's security and emergency response efforts. The team proactively monitors, reports and responds to potential and actual threats to people, physical assets, property, productions and events using a number of
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tools, including advanced technology, active training programs and risk assessment and management processes.
Workplace Civility and Inclusion

Trust begins in the workplace every single day. We are committed to fostering a working environment of trust for our colleagues, in which people do their best work. Harassment, discrimination, retaliation and threats to health and safety all undermine our working environment of trust and make it harder for people to excel. Therefore, it is our policy to provide a safe work environment free from this or any other unlawful conduct.

Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and is embedded throughout our policies and practices. The FOX Standards of Business Conduct and the Preventing Harassment, Discrimination and Retaliation Policy, which are posted on our website, create our framework for addressing complaints and taking remedial measures as needed. These policies offer multiple complaint channels, including a third-party managed hotline that allows for anonymous reporting of concerns. In addition, all new hires must complete training on the Preventing Harassment, Discrimination and Retaliation Policy, as well as compliance and business ethics, and existing employees must complete the training periodically.

FOX also facilitates nine Employee Resource Groups, which are formed around shared identity, interests or pursuits for the purpose of advancing careers, forming a more inclusive workplace community and fostering a sense of belonging:
•ABLE -- promotes an inclusive environment and culture for our colleagues with disabilities through advocacy and allyship
•ACE (Asian Community Exchange) -- serves Asian Americans at FOX by advancing our members, championing our stories and empowering our communities
•BLK+ -- celebrates our Black colleagues and seeks to build community through programming and professional development while standing in solidarity with our allies
•HOLA (Hispanic Organization for Leadership and Advancement) -- develops Hispanic leaders, enriches FOX's diverse culture and community:

drives positive impact•

WOMEN@FOX -- committed to developing female leadership at all levels and fostering a culture where all women thrive.

•PRIDE -- cultivates community among FOX's LGBTQ+ colleagues and allies, supports causes important to the LGBTQ+ community and fosters a work environment where all colleagues feel 100% authentic and professionally supported•

WiT (Women in Tech) -- attracts, advances, and empowers women technologists, and amplifies their impact at FOX.

•VETS -- is committed to the community of veterans, current service members, military supporters and military spouses employed at FOX by embracing our four core values – Community, Appreciation, Connection & Education•

Women of FOX Sports -- connects, inspires, informs and gives back to the community, with the goal of furthering women’s collective contributions and advancement within the sports industry.

•WiT (Women in Tech) -- attracts, advances and empowers women technologists and amplifies their impact at FOX•

VETS -- committed to the community of Veterans, current service members, military supporters, and military spouses employed at FOX by embracing our four core values – Community, Appreciation, Connection & Education.

•Women of FOX Sports -- connects, inspires, informs and gives back to the community, with the goal of furthering women's collective contributions and advancement within the sports industry•

PRIDE -- cultivates community among FOX’s LGBTQ colleagues and allies, supports causes important to the LGBTQ community and fosters a work environment where all colleagues feel 100% authentic and professionally supported.

•WOMEN@FOX -- is committed to developing female leadership at all levels and fostering a culture where all women thrive•

HOLA (Hispanic Organization for Leadership and Advancement) -- develops Hispanic leaders, enriches FOX’s diverse culture and drives positive impact.

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BLK+ (plus) -- celebrates our Black colleagues and seeks to build community within through programming and professional development while standing in solidarity with our allies.

Maintaining a work environment where employees can thrive, advance and feel included is one of our top priorities at FOX. To that end, FOX developed and launched BE INCLUDED, a toolkit-building series of learning modules and open forum discussions to enable employees to create deeper workplace connections and support colleagues in cultivating an inclusive workplace.

•

ACE (Asian Community Exchange) -- serves Asian Americans at FOX by advancing our members, championing our stories, and empowering our communities.

•

ABLE -- promotes an inclusive environment and culture for our colleagues with disabilities through advocacy and allyship.

FOX has been recognized byAs a result of these and other efforts, many outside organizations have recognized FOX for our deep commitment to diversityinclusion and inclusion.diversity. For example:

•

FOX received a 100 percent score in the Human Rights Campaign Foundation’s 2021 Corporate Equality Index (CEI) – our third consecutive year earning the top marks. CEI is the Human Rights Campaign Foundation’s annual scorecard assessing LGBTQ workplace equality. The score gives FOX the distinction of “Best Places to Work for LGBTQ Equality.”

•DiversityComm once again recognized FOX as a Top Employer and as a Top LGBTQ+ Friendly Company for 2022•

DiversityComm also recognized FOX as a Top Employer and as a Top LGBTQ+ Friendly Company in 2021.

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Additionally, Black EOE Journal, HISPANIC Network Magazine, Professional WOMAN’s Magazine, and U.S. Veterans Magazine and the Disability Equality Index have all listed FOX as a 2021 top employer.

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•FOX was appointed to the Military Friendly® Employer list again for 2022 and named one of its 2022 top ten employers•

The Company was appointed to the 2021 Military Friendly® Employer list.

•FOX was named to Disability Equality Index's "Best Places to Work for Disability Inclusion" list again for 2022•

In 2019, the FOX Flight Team was named the first recipient of the Women And Drones organization’s Piloting Innovation Award. In 2020, FOX joined with Women and Drones to sponsor the 2020 FOX Piloting Innovation Award, which provides visibility to women in the drone industry.

•Black EOE Journal, HISPANIC Network Magazine, Professional WOMAN's Magazine and U.S. Veterans Magazine have all listed FOX as a 2022 top employer
Community Impact

FOX employees are deeply engaged in their communities. Nowhere is that more evident than through the engagementcommitment and involvement of our colleagues who volunteer their time, share their talents and contribute to worthy causes through our philanthropic platform, FOX Forward. Through volunteer opportunities and service projects, FOX employees support community groups, veterans’veterans services organizations, local schools and families in need, and we encourage our colleagues to donate their time and resources to change-making organizations.

For example, Over the course of fiscal 2022, across all FOX businesses, our giving programs generated over $8 million in fiscal 2021,impact to local communities.

Among this year's initiatives, FOX and its employees partnered withacross the Los Angeles Regional Food BankCompany supported military veterans, first responders and No Kid Hungry to provide hundreds of thousands of meals to children and individuals facing hunger. We also hosted virtual volunteering events with Together We Rise to transform the way children experience foster care, and during the holiday season, FOX workedtheir families by partnering with U.S. VETS to provide holiday dinnerschampion their Make Camo Your Cause campaign, the Stephen Siller Tunnel to Towers Foundation and giftsthe Elizabeth Dole Foundation's Hidden Heroes campaign. FOX continued to serve as an Annual Disaster Giving Program partner for veteransthe American Red Cross, while also making two additional donations of $1 million each to the Southern and their children. Midwest Tornadoes Campaign and humanitarian relief efforts in Ukraine.
FOX News Media also partnered with The Animation Projectsponsored the Los Angeles Food Bank's Backpack Program for immersive virtual trainingunderserved students experiencing food insecurity, while supplementing the arts and mentoring sessionsmedia education at twelve local Los Angeles public schools through the FOX for Students program. In December 2021 alone, the FOX Forward Holiday giving program raised over $450,000 to lift up our local community members during an especially difficult year.
As part of the Company's commitment to give back to the communities in which its employees live and work, our FOX Giving program matches contributions made by regular full-time employees to eligible non-profit organizations, dollar for dollar, up to a total of $1,000 per fiscal year when submitted through the FOX Giving portal, Benevity. We also track and reward employee volunteer hours with the aimopportunity to earn up to $1,000 per year that employees may direct to charities through the program. Over the course of helping at-risk youth gain access to career opportunities in the field of visual arts.

fiscal year, across all FOX businesses, contributions through our FOX Giving program exceeded $1.5 million.

Additionally, FOX provides invaluable in-kind support through vaccine awareness public service announcements and events supporting our local areas, FOX played an active roleeditorial coverage of causes such as Building Homes for Heroes, Los Angeles County High School for the Arts Foundation, The Emma Bowen Foundation and the Boys & Girls Clubs of America, while also creating additional impact in helping our communities begin to recover from the impact of COVID-19.through efforts such as FOX Sports Supports, FOX Entertainment's #TVForAll, FOX Television Stations' Holiday Community Giving Campaigns and FOX News Media, FOX SportsMedia's support of Answer the Call, the New York Police and FOX Entertainment each created PSAs to educate viewers about the safety, efficacy,Fire Widows' and importance of receiving a COVID-19 vaccine.


Children's Benefit Fund.
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ITEM 1A.

ITEM 1A.    RISK FACTORS

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

Risks Related to Macroeconomic Conditions, Our Business and Our Industry

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

The COVID-19 pandemic has resulted in widespread and continuing negative impacts on the macroeconomic environment and disruption to the Company’s business. Weak economic conditions and increased volatility and disruption in the financial markets pose risks to the Company and its business partners, including advertisers whose expenditures tend to reflect overall economic conditions. Although the COVID-19 pandemic did not cause a significant reduction in the Company’s advertisers’ spending in fiscal 2021, future declines in the economic prospects of advertisers or the economy in general could negatively impact their advertising expenditures further. To date, the Company has not experienced meaningful subscriber declines due to the pandemic. However, there could be industry-wide changes in consumer behavior due to the pandemic, such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, that could adversely affect the Company’s affiliate fee and advertising revenues.

The Company’s business depends on the volume and popularity of the content it distributes, particularly sports content. As a result of the COVID-19 pandemic, there have been cancellations or postponements of live sports events to which the Company has broadcast rights and suspensions of the production of certain entertainment content. These content disruptions have adversely affected the Company’s advertising and affiliate revenues and there could be additional adverse impacts on its advertising or affiliate fee revenues in the future. To the extent the COVID-19 or other pandemic further negatively impacts the timing of or the Company’s ability to air sports events, particularly MLB, NFL or college sports, it could result in a significantly greater adverse effect on the Company’s business, financial condition or results of operations than the Company has experienced thus far.

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

More information about these risks is presented below, as well as information about other risks the pandemic may exacerbate, such as those relating to data privacy and security, legal and regulatory changes, damage to the Company’s brands and reputation, and the ability to realize the strategic goals of the Company’s investments. The COVID-19 pandemic also poses risks related to the Company’s workforce and operations and those of its business partners. For example, where possible, Company employees began working remotely in March 2020. The Company expects a portion of its employees will continue to work in a “hybrid” manner on-site and at home which, despite the Company’s continuing investment in secure technologies and processes, may subject the Company to increased data security risks. As and when employees return to their places of work, it poses various risks to the Company, including compliance and litigation risks. These workplace changes have subjected the Company to increased operating costs and the Company expects to incur additional such costs in the future.

The magnitude of the impact of the COVID-19 pandemic on the Company remains uncertain and subject to change and will depend on evolving factors the Company may not be able to control or accurately predict. These include the duration and scope of the pandemic (including the extent of future surges, mutations or strains of the disease and the efficacy of vaccination and other efforts to contain the virus or treat its impact); the duration and extent of the pandemic’s impact on global and regional economies and economic activity, the pace of economic recovery and the economic and operating conditions facing the Company and others in the pandemic’s aftermath; the effect of governmental actions that have been and may continue to be imposed in response to the pandemic; the impact of the pandemic on the health, well-being and productivity of the Company’s employees and the Company’s ability to conduct its operations; and potential changes in consumer behavior. The COVID-19 pandemic and other widespread health emergencies or pandemics could have a material adverse effect on the Company’s business, financial condition or results of operations.


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

The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve and new distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. Technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content and have affected advertisers’advertisers' options for reaching their target audiences. Consumer preferences have evolved towards digitalSVOD and AVOD services and other subscription servicesdirect-to-consumer offerings and there has been a substantial increase in the availability of programmingcontent with reduced advertising or without advertising at all. Examples include the convergence of television telecasts and digital delivery of programming to televisions and other devices, video-on-demand platforms, user-generated content sites, and simultaneous streaming of telecast content that allows viewers to consume content on demand and in remote locations while avoiding traditional advertisements or subscription payments. As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry. In addition, consumers are increasingly using time-shifting and advertising-blockingadvertising-skipping technologies such as DVRs that enable them to fast-forward or circumvent advertisements. Substantial use of these technologies could impact the attractiveness of the Company’sCompany's programming to advertisers and adversely affect our advertising revenues.

Changes in consumer behavior and technology have also had an adverse impact on traditional MVPDs that deliver the Company’sCompany's broadcast and cable networks to consumers. Consumers are increasingly turning to alternativealternatives, including direct-to-consumer offerings, including SVOD and AVOD services and mobile and social media platforms, which has contributed to industry-wide declines in subscribers to traditional MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over traditional MVPD subscriptions, the Company may continue to experience a decline in viewership and ultimately demand for the programming on its traditional linear networks, which could lead to lower affiliate fee and advertising revenues. Changing distribution models may also negatively impact the Company’sCompany's ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on our business, financial condition or results of operations. Our affiliate fee and advertising revenues also may be adversely affected by consumers’consumers' use of antennas (and their integration with set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.

To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes. The Company continues to focus on expanding its digital distribution offerings and direct engagement with consumers, including Tubi,through TUBI, FOX Nation, FOX Weather and other offerings. However, if the Company fails to protect and exploit the value of its content while responding to, and developing new technology and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company’sCompany's business, financial condition and results of operations.

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

The Company derives substantial revenues from the sale of advertising, and its ability to generate advertising revenues depends on a number of factors. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers’advertisers' spending priorities and the economy in general or the economy of an individual geographic market. In addition, pandemics, natural and other disasters, acts of terrorism, wars, and political uncertainties orand 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 above,below, the COVID-19 pandemic has caused some of the Company’sCompany's advertisers to reduce their spending in fiscal 2021,recent years, which has had a negative impact on the Company’sCompany's advertising revenues.

Major sports events, such as the NFL’sNFL's Super Bowl and the FIFA World Cup and the state, congressional and presidential electionselection cycles also may cause the Company’sCompany's advertising revenues to vary substantially from year to year. Political advertising expenditures are impacted by the ability and willingness of candidates and
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political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming.

Advertising expenditures may also be affected by changes in consumer behavior and evolving technologies and platforms. There is increasing competition for the leisure time of audiences and demand for the Company’sCompany's programming as measured by ratings points is a key factor in determining the advertising rates as well as the affiliate rates the Company receives. In addition, as described above, newer technologies and platforms are increasing the number of


media and entertainment choices available to audiences. Some of these technologies and platforms allow users to view programming from a remote location or on a time-delayed basis and provide users the ability to fast-forward, rewind, pause and skip programming and advertisements, which could negatively affect the attractiveness of the Company’sCompany's offerings to advertisers. The pricing and volume of advertising may also be affected by shifts in spending toward digital and mobile offerings, which can deliver targeted advertising more promptly, from traditional media, or toward newer ways of purchasing advertising such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which may not be as beneficial to the Company as traditional advertising methods. The Company also generates advertising revenues through its TubiTUBI AVOD service. The market for AVOD advertising campaigns is relatively new and evolving and if this market develops slower or differently than we expect, it could adversely affect our advertising revenues. Declines in advertising revenues may also be caused by regulatory intervention or other third partythird-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 no not accurately reflect actual viewership levels. Although Nielsen’sNielsen's statistical sampling method is the primary measurement methodology used for our linear television advertising sales, we measure and monetize our digital platforms based on a combination of internal and third-party data, including demographic composite estimates. A consistent, broadly accepted measure of multiplatform audiences across the industry remains to be developed. Although we expect multiplatform measurement innovation and standards to benefit us as the video advertising market continues to evolve, we are still partially dependent on third parties to provide these solutions.

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

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 Company’sCompany's business, financial condition or results of operations.

The Company depends on affiliation and carriage arrangements that enable it to reach a large percentage of households through MVPDs and third party-owned television stations. The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’MVPDs' basic programming tiers could reduce the distribution of the Company’sCompany's owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’sCompany's revenues from affiliate fees and its ability to sell national and local advertising time. The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’sCompany's revenues from affiliate fees. These risks are exacerbated by consolidation among traditional MVPDs, their increased vertical integration into the cable or broadcast network business and their use of alternative technologies to offer their subscribers access to local broadcast network programming, which have provided traditional MVPDs with greater negotiating leverage. 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. In addition, if the Company and an MVPD reach an impasse in contract renewal negotiations, the Company’sCompany's networks and owned and operated television stations could become unavailable to the MVPD’sMVPD's subscribers (i.e., “go dark”"go dark"), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company’sCompany's revenues from affiliate fees and advertising.

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The Company also depends on the maintenance of affiliation agreements and license agreements with third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the Company does not own television stations. Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company. The inability to enter into affiliation or licensing arrangements with third-party owned television stations on favorable terms could reduce distribution of the FOX Network and MyNetworkTV and the inability to enter into such affiliation or licensing arrangements for the FOX Network on favorable terms could adversely affect the Company’sCompany's affiliate fee revenues and its ability to sell national advertising time.

In addition, the Company has arrangements through which it makes its content available for viewing through third-party online video platforms. If these arrangements are not renewed on favorable or commercially reasonable terms or at all, it could adversely affect the Company’sCompany's revenues and operating results.


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

As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services, which have had a negative impact on the number of subscribers to the Company’sCompany's networks. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future. The majority of the Company’sCompany's affiliation agreements with MVPDs are multi-year contracts that provide for payments to the Company that are based in part on the number of MVPD subscribers covered by the agreement. If declines in the number of MVPD subscribers are not fully offset by affiliate rate increases, the Company’sCompany's affiliate fee revenues will be negatively affected. Because MVPD subscriber losses could also decrease the potential audience for the Company’sCompany's networks, which is a critical factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also adversely impact the Company’sCompany's advertising revenues.

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

The U.S. economy has experienced a period of weakness due to, among other things, the COVID-19 pandemic, which has had and may continue to have an adverse impact on the Company’sCompany's business, financial condition and results of operations. Factors that affect economic conditions include inflation, global supply chain disruptions, the rate of unemployment, the level of consumer confidence, changes in consumer spending habits, political and sociopolitical uncertainties and conflicts, and potential changes in trade relationships between the U.S. and other countries. The Company also faces risks associated with the impact of weak economic conditions on advertisers, affiliates, suppliers, wholesale distributors, retailers, insurers and others with which it does business.

Increased volatility and disruptions in the financial markets could make it more difficult and moreor expensive for the Company to refinance outstanding indebtedness and obtain new financing. The financial markets can experience high levels of volatility and access to capital can be constrained for extended periods of time, and we cannot guarantee that the Company will be able to refinance outstanding indebtedness or obtain financing on terms that are acceptable to the Company or at all. In addition, the Company’sCompany's access to and cost of borrowing can be affected by the Company’sCompany's short-term and long-term debt ratings assigned by ratings agencies. If we are not successful in obtaining financing or incur significantly higher borrowing costs than contemplated, it may have a material adverse effect on our business, financial condition or results of operations.

Disruptions in the financial markets can also adversely affect the Company’sCompany's lenders, insurers, customers and counterparties, including vendors, retailers and other partners. For instance, the inability of the Company’sCompany's counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.

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The Company’sCOVID-19 pandemic and other widespread health emergencies or pandemics could materially adversely affect the Company's business, financial condition or results of operations.
The COVID-19 pandemic has resulted in widespread and continuing negative impacts on the macroeconomic environment and disruption to the Company's business. COVID-19 had a significant negative impact on the Company's advertisers' spending in fiscal 2020, which has lessened in subsequent years; however, future declines in the economic prospects of advertisers or the economy in general could further negatively impact their advertising expenditures in the future. Although the Company has not experienced meaningful subscriber declines due to the pandemic, a worsening of the pandemic could cause industry-wide changes in consumer behavior, such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, which could adversely affect the Company's future affiliate fee and advertising revenues.
The Company's business depends on the volume and popularity of the content it distributes. Particularly in fiscal 2020 and fiscal 2021, COVID-19 caused cancellations and postponements of live sports events to which the Company had broadcast rights and suspensions of the production of certain entertainment content. These content disruptions adversely affected the Company's advertising and affiliate revenues and operating expenses. If there are similar disruptions in the future, there could be additional adverse impacts on such revenues or operating expenses. In addition, a significant decline in the Company's estimated revenues or the expected popularity of its programming could lead to a downward revision in the value of, among other things, the 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 Company's reported net earnings.
The magnitude of the continuing impact of COVID-19 and its variants remains uncertain and subject to change and will depend on evolving factors the Company may be unable to control or accurately predict. These include the duration and scope of the pandemic; the duration and extent of its impact on global and regional economies and economic activity; the effect of governmental actions; the impact of the pandemic on the health, well-being and productivity of the Company's employees and the Company's ability to conduct its operations; and potential changes in consumer behavior. The COVID-19 pandemic and other widespread health emergencies or pandemics could have a material adverse effect on the Company's business, financial condition or results of operations.
The Company's businesses operate in a highly competitive industry.

The Company competes with other companies for high-quality content to reach large audiences and to generate advertising revenue. The Company also competes for distribution on MVPDs and other third-party digital platforms. The Company’sCompany's ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences. The consolidation of advertising agencies, distributors and television service providers also has increased their negotiating leverage and made competition for audiences, advertising revenue, and distribution more intense. Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; Internet-delivered platforms such asdirect-to-consumer live streaming platforms, SVOD and AVOD services and mobile, gaming and social media platforms; audio programming; and print and other media. Other television stations or cable networks may change their formats or programming, a new station or new network may adopt a format to compete directly with the Company’sCompany's stations or networks, or stations or networks might engage in aggressive promotional campaigns. 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. Increased competition in the acquisition of programming may also affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty. Entering into or renewing contracts for programming rights or acquiring additional rights may result in increased costs to the Company. With respect to long-term contracts for sports programming rights, our results of operations and cash flows over the term of a contract depend on a number of factors, including the strength of the advertising market, our audience size, the ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the content, and the timing and amount of our rights payments. 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


producing and distributing the programming. There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition or consolidation in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.

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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 rights.

Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights. If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming. Our operating results may be impacted in part by special events, such as the NFL’sNFL's Super Bowl, which is broadcast on the FOX Network on a rotating basis with other networks, the MLB’sMLB's World Series and the FIFA World Cup, which occurs every four years (for each of women and men), and other regular and post-season sports events delivered to consumers on our broadcast television and cable networks. Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing through our broadcast television and cable networks and the popularity of the competing teams. For example, any decrease in the number of post-season games played in a sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company. There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition and results of operations. Additionally, increased competition for the sale of sports event advertising time with other television networks, stations and other advertising platforms, such as digital media, audio and print, may adversely affect the Company’sCompany's revenues and operating results. A shortfall in the expected popularity of the sports events for which the Company has acquired rights, or in the volume of sports programming the Company expects to distribute, could adversely affect the Company’sCompany's advertising revenues in the near term and, over a longer period of time, adversely affect affiliate fee revenues.

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

We enter into long-term contracts for both the acquisition and the distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other programs, and contracts for the distribution of our programming to content distributors. Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. In addition, competition for popular programming rights, and sports programming rights in particular, that are licensed from third parties is intense, and the licenses have varying duration and renewal terms. Moreover, the value of these agreements may also be affected by various league decisions and/or league agreements that we may not be able to control, including a decision to alter the number, frequency and timing of regular and post-season games played during a season. As these contracts expire, we may seek renewals on favorable terms; however, third parties may outbid us for the rights contracts. The loss of rights or renewal on less favorable terms could impact the quality or quantity of the Company’sCompany's programs, in particular the sports coverage offered by the Company, its cable networks, broadcast stations and affiliates to the FOX Network, and could adversely affect the Company’sCompany's advertising and affiliate fee revenues. Upon renewal, the Company’sCompany's results could be adversely affected if escalations in programming rights costs are unmatched by increases in advertising and affiliate fee revenues. In addition, if the Company does not obtain exclusive rights to the programming it distributes, it could negatively impact the Company’sCompany's advertising and affiliate fee revenues.

Acceptance of the Company’sCompany's content by the public is difficult to predict, which could lead to fluctuations in revenues.

Television distribution is a speculative business since the revenues derived from the distribution of content depends primarily upon its acceptance by the public, which is difficult to predict. Low public acceptance of the Company’sCompany's content will adversely affect the Company’sCompany's results of operations. The commercial success of our programming also depends upon the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance. Competition for popular content, particularly sports and entertainment


programming, is intense, and the

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Company may need to increase the price it pays for popular content rights. The Company’sCompany's failure to obtain or retain rights to popular content, or a decline in the ratings or popularity of the Company’sCompany's news, sports or entertainment television programming, which could be a result of the loss of talent or rights to certain programming, could adversely affect advertising revenues in the near term and, over a longer period of time, adversely affect affiliate fee revenues.

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 operations.

Our brands, particularly the FOX brand, are among our most valuable assets. We believe that our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business. Maintaining, further enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events. These investments may not be successful. We may introduce new programming that is not popular with our consumers and advertisers, which may negatively affect our brands. To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted. Governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, may damage the Company’sCompany's reputation and brands, even if such claims are untrue. Furthermore, to the extent our marketing, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted. If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition and results of operations.

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 operations.

We have acquired and invested in, and expect to continue acquiring and investing in, new businesses, products, services and technologies that complement, enhance or expand our current businesses or otherwise offer us growth opportunities. Such acquisitions and strategic investments may involve significant risks and uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and expenses associated with the investment; a failure of the investment or acquired business to perform as expected, meet financial projections or achieve strategic goals; a failure to further develop an acquired business, product, service or technology; unidentified issues not discovered in our due diligence that could cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or customers of acquired businesses; the diversion of management attention from current operations; and compliance with new regulatory regimes. Because acquisitions and investments are inherently risky and their anticipated benefits or value may not materialize, our acquisitions and investments may adversely affect our business, financial condition and results of operations.

The loss of key personnel, including talent, could disrupt the management or operations of the Company’sCompany's business and adversely affect its revenues.

The Company’sCompany's business depends upon the continued efforts, abilities and expertise of its ChairmanChair K. Rupert Murdoch and Executive ChairmanChair and Chief Executive Officer Lachlan K. Murdoch, and other key employees and news, sports and entertainment personalities. The Company believes that the unique combination of skills and experience possessed by its executive officers would be difficult to replace and that the loss of its executive officers could have a material adverse effect on the Company, including the impairment of the Company’sCompany's ability to execute successfully its business strategy. Additionally, the Company employs or independently contracts with several news, sports and entertainment personalities with significant, loyal audiences. News, sports and entertainment personalities are sometimes significantly responsible for the ranking of programming on a television station or cable network and, therefore, a significant influence on the ability of the station or network to sell advertising. The Company’sCompany's broadcast television stations and cable networks
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deliver programming with highly regarded on-air talent who are important to attracting and retaining audiences for the distributed news, sports and entertainment content. There can be no assurance that these news, sports and entertainment personalities will remain with us or retain their current appeal, or that the costs associated with retaining this and new talent will be favorable or acceptable to us. If the Company fails to retain or attract these personalities and talent or they lose their current audiences or advertising partners, the Company’sCompany's business, financial condition and results of operations could be adversely affected.


Labor disputes involving our own employees or those at businesses we depend on may disrupt our operations and adversely affect the Company’sCompany's business, financial condition and results of operations.

In a variety of the Company’sCompany's businesses, the Company and its partners engage the services of trade employees and others who are subject to collective bargaining agreements. If the Company or its partners are unable to renew expiring collective bargaining agreements, the affected unions could take action in the form of strikes or work stoppages. Such actions, as well as higher costs in connection with these collective bargaining agreements or a significant labor dispute, could have an adverse effect on the Company’sCompany's business by causing delays in production or reducing profit margins. Moreover, the Company has certain collective bargaining agreements, which are industry-wide agreements, and the Company may lack practical control over the negotiations and terms of the agreements in dispute.

In addition, our broadcast television and cable networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games. Any labor disputes that occur in any sports league for which we have the rights to broadcast live games or events may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, revenue and results of operations.

The Company could suffer losses due to asset impairment charges for goodwill, intangible assets and programming.

The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses. The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets, as well as other investments and other long-lived assets. Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our programming could lead to a downward revision in the fair value of certain reporting units. A downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets could result in a non-cash impairment charge. Any such charge could be material to the Company’sCompany's reported net earnings.

Risks Relating to Cybersecurity, Piracy, Privacy and Data Protection

The degradation, failure or misuse of the Company’sCompany's network and information systems and other technology could cause a disruption of services or improper disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue.

Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the “Systems”"Systems"), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks. Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems. 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 preventidentify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are
27

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.occurring. In addition, the Company’sCompany's recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. The Company’s high profileCompany's high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks. Although no cybersecurity incident has been material to the Company’sCompany's businesses to date, we expect to continue to be subject to cybersecurity threats and attacks and there can be no assurance that we will not experience a material incident. Any cybersecurity incidents could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents. The Company may not have adequate insurance coverage to compensate it for any losses that may occur.


Technological developments may increase the threat of content piracy and signal theft and limit the Company’sCompany's ability to protect its intellectual property rights.

Content piracy and signal theft present a threat to the Company’sCompany's revenues from products and services, including television shows, cable and other programming. The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’sCompany's products and services and related intellectual property is often difficult and the steps taken by the Company may not in every case prevent infringement. 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. Developments in technology, including digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to access, duplicate, widely distribute and store high-quality pirated material. In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and the proliferation of user-generated content sites and live and stored video streaming sites, which deliver unauthorized copies of copyrighted content, including those emanating from other countries in various languages, may adversely impact the Company’sCompany's businesses. The proliferation of unauthorized distribution and use of the Company’sCompany's content could have an adverse effect on the Company’sCompany's businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services.

The Company takes a variety of actions to combat piracy and signal theft, both individually and, in some instances, together with industry associations, but the protection of the Company’sCompany's intellectual property rights depends on the scope and duration of the Company’sCompany's rights as defined by applicable laws in the U.S. and abroad and how those laws are construed. If those laws are interpreted in ways that limit the extent or duration of the Company’sCompany's rights or if existing laws are changed, the Company’sCompany's ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing our rights may increase. A change in the laws of one jurisdiction may also have an impact on the Company’sCompany's overall ability to protect its intellectual property rights across other jurisdictions. The Company’sCompany's efforts to enforce its rights and protect its products, services and intellectual property may not be successful in preventing content piracy or signal theft. Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.

The Company is subject to complex laws, regulations, rules, industry standards, and contractual obligations related to privacy and personal data protection, which are evolving, inconsistent and potentially costly.

We are subject to U.S. federal and state laws, as well as laws from other countries, relating to the collection, use, disclosure, and security of personal information. The number and complexity of these laws continues to increase. For example, the California, Consumer Privacy Act imposes Virginia, Utah and Connecticut have passed legislation imposing
28

broad obligations on businesses’businesses' collection, use, handling and disclosure of personal information of Californiatheir respective residents and imposesimposing fines for noncompliance. The E.U., the U.K. and other countries also have privacy and data security legislation, with significant penalties for violations, that apply to certain of the Company’sCompany's operations. New privacy and data protection laws continue to be introduced and interpretations of existing privacy laws, some of which may be inconsistent with one another, continue to evolve. 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. Although the Company expends significant resources to comply with privacy and data protection laws, we may be subject to regulatory or other legal action despite these efforts. Any such action could result in damage to our reputation or brands, loss of customers or revenue, and other negative impacts to our operations. The Company may also be subject to liability under relevant contractual obligations and may be required to expend significant resources to defend, remedy and/or address any claims. The Company may not have adequate insurance coverage to compensate it for any losses that may occur. For more information, see Item 1, “Government"Government Regulation – Privacy and Information Regulation.”

"

Risks Relating to Legal and Regulatory Matters

Changes in U.S. communications laws or otherand regulations may have an adverse effect on the Company’sCompany's business, financial condition and results of operations.

The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC. The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video programming and technical operations of broadcast licensees. For example, the Company is required to apply for and operate in compliance with licenses from the FCC to


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 program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection. Further, the United States Congress, the FCC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’sCompany's media properties. 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. Any restrictions on political or other advertising may adversely affect the Company’sCompany's advertising revenues. In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network by networknetwork-by-network basis or “family friendly”"family friendly" programming tiers. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition and results of operations of the Company’sCompany's cable networks. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue. Similarly, new federal or state laws or regulations or changes in interpretations of federallaws or state law or in regulations imposed by the U.S. government could require changes in the operations or ownership of our businessbusiness. 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.

The Company may be subject to investigations or fines from governmental authorities, including under FCC rules and policies, or delays in our renewal and other applications with the FCC.

FCC rules prohibit the broadcast of obscene material at any time and indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. The FCC has indicated that, in addition to issuing fines to licensees, it would consider initiating license revocation proceedings for “serious”"serious" indecency violations. We air a significant amount of live news reporting and live sports coverage on our broadcast television stations and networks and a portion of our content is under the control of our on-air talent. The Company cannot predict whether information delivered by our stations and on-air talent could violate FCC rules related to indecency, which had been found to be unconstitutionally vague by the U.S. Supreme Court, especially given the spontaneity of live news and sports programming. Violation of the FCC’sFCC's indecency rules
29

could subject us to government investigation, penalties, license revocation, or renewal or qualification proceedings, which could have a material adverse effect on our business, financial condition and results of operations.

The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.

The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations. Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’sFCC's prior approval, no broadcast station licensee may be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country. The Company’sCompany's amended and restated certificate of incorporation authorizes the Board of Directors to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of common stockCommon Stock to or ownership of common stockCommon Stock by a non-U.S. stockholder; voiding a transfer of common stockCommon Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming common stockCommon Stock held by a non-U.S. stockholder. We are currently in compliance with applicable U.S. law and continue to monitor our foreign ownership based on our assessment of the information reasonably available to us, but we are not able to predict whether we will need to take action pursuant to our amended and restated certificate of incorporation. The FCC could review the Company’sCompany's compliance with applicable U.S. law in connection with its consideration of the Company’sCompany's renewal applications for licenses to operate the broadcast stations the Company owns.

The failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming could materially adversely affect its businesses and results of operations, as could changes in FCC regulations governing the availability and use of satellite transmission spectrum.

The Company uses satellite systems to transmit its broadcast and cable networks to affiliates. The distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted as a result of local disasters, including extreme weather, that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’sCompany's businesses and results of operations. Each of the Company’sCompany's television stations and cable


networks uses studio and transmitter facilities that are subject to damage or destruction. Failure to restore such facilities in a timely manner could have a material adverse effect on the Company’sCompany's businesses and results of operations. Further, changes in FCC regulations have reduced the availability and use of satellite transmission spectrum. In 2020, the FCC began reallocating and “re-packing”"re-packing" a band of satellite transmission spectrum known as the “C-Band”"C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services. This has reduced the availability and use of satellite transmission spectrum for the television industry, and additional changes in FCC regulations could lead to further reductions. The decreased availability of satellite transmission spectrum could diminish the quality of and increase interference to our transmissions, which could significantly hinder the Company’sCompany's ability to deliver its programming to broadcast affiliates and traditional MVPDs.

The Company could be subject to significant tax liabilities.

We are subject to taxation in U.S. federal, state and local, as well as certain international jurisdictions. Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could adversely affect the Company’sCompany's results of operations.operations or its tax assets. Judgment is required in evaluating and estimating our provision and accruals for taxes. In addition, transactions occur during the ordinary course of business or otherwise for which the ultimate tax determination is uncertain.

Tax returns are routinely audited, tax-related litigation or settlements may occur, and certain jurisdictions may assess income tax liabilities against us. The final outcomes of tax audits, investigations, and any related litigation could result in materially different tax recognition from our historical tax provisions and accruals. These outcomes could conflict with private letter rulings, opinions of counsel or other interpretations provided to the Company. If these matters are adversely resolved, we may be required to recognize additional charges to our
30

tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.

Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.

We are subject from time to time to a number of lawsuits, including claims relating to competition, intellectual property rights, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices. Greater constraints on the use of arbitration to resolve certain of these disputes could adversely affect our business. We also spend substantial resources complying with various regulatory and government standards, including any related investigations and litigation. We may incur significant expenses defending any such suit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely impact our businesses, results of operations or financial condition.

Risks Relating to Our Ownership Structure

Certain of the Company’sCompany's directors and officers may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as officers and/or on the board of directors of News Corp.

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"). Certain of the Company’sCompany's directors and executive officers own shares of common stock of News Corporation, which we refer to as News Corp, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, certain of the Company’sCompany's officers and directors also serve as officers and/or as directors of News Corp, including our Chairman,Chair, K. Rupert Murdoch, who serves as News Corp’sCorp's Executive Chairman, and our Executive ChairmanChair and Chief Executive Officer, Lachlan K. Murdoch, who serves as News Corp’sCorp's Co-Chairman. This ownership of or service to both companies may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for News Corp and the Company. In addition to any other arrangements that the Company and News Corp may agree to implement, the Company and News Corp have agreed that officers and directors who serve at both companies will recuse themselves from decisions where conflicts arise due to their positions at both companies.

Our amended and restated by-laws acknowledge that our directors and officers, as well as certain of our stockholders, including K. Rupert Murdoch, certain members of his family and certain family trusts (so long as such persons continue to own, in the aggregate, 10% or more of the voting stock of each of News Corp and the Company), each of which we refer to as a covered stockholder, are or may become stockholders, directors, officers, employees or agents of News Corp and certain of its affiliates. Our amended and restated by-laws provide that any such overlapping


person will not be liable to us, or to any of our stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity to News Corp instead of us. The provisions in our amended and restated by-laws could result in an overlapping person submitting any corporate opportunities to News Corp instead of us.

Certain provisions of the Company’sCompany's amended and restated certificate of incorporation, amended and restated by-laws, Delaware law, the Company’sCompany's stockholder rights agreement, and the ownership of the Company’s common stockCompany's Common Stock by the Murdoch Family Trust may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.

The Company’sCompany's amended and restated certificate of incorporation and amended and restated by-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or takeover attempt that is opposed by the Company’sCompany's Board of Directors or certain stockholders holding a significant percentage of the voting power of the Company’sCompany's outstanding voting stock. In particular, the amended and restated certificate of incorporation and amended and restated by-laws provide for, among other things:

•

a dual class common equity capital structure, in which holders of FOX class A common stock can vote only in very specific, limited circumstances;

•a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specific, limited circumstances;•

a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer);

•

special stockholders’ meeting to be called only by a majority of the Board of Directors, the Chairman or vice or deputy chairman, or upon the written request of holders of not less than 20% of the voting power of our outstanding voting stock;

31

•a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer);•

the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders’ meeting;

•special stockholders' meeting to be called only by a majority of the Board of Directors, the Chair or vice or deputy chair, or upon the written request of holders of not less than 20% of the voting power of our outstanding voting stock;•

the requirement of an affirmative vote of at least 65% of the voting power of the Company’s outstanding voting stock to amend or repeal our amended and restated by-laws;

•the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders' meeting;•

restrictions on the transfer of the Company’s shares; and

•the requirement of an affirmative vote of at least 65% of the voting power of the Company's outstanding voting stock to amend or repeal our amended and restated by-laws;•

the Board of Directors to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board of Directors may determine.

•restrictions on the transfer of the Company's shares; and
•the Board of Directors to issue, without stockholder approval, preferred stock and series common stock with such terms as the Board of Directors may determine.
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company, even in the case where a majority of the stockholders may consider such proposals desirable.

Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX classClass A common stockCommon Stock and 40.6%42.1% of FOX classClass B common stock,Common Stock, K. Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional approximately one percent of FOX Class A Common Stock and less than one percent of FOX classClass B common stock and 1.5% of FOX class A common stock.Common Stock. Thus, K. Rupert Murdoch may be deemed to beneficially own in the aggregate 1.5%approximately one percent of FOX classClass A common stockCommon Stock and 41.2%42.7% of FOX classClass B common stock.

Common Stock.

This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company. Additionally, the ownership concentration of FOX classClass B common stockCommon Stock by the Murdoch Family Trust increases the likelihood that proposals submitted for stockholder approval that are supported by the Murdoch Family Trust will be adopted and proposals that the Murdoch Family Trust does not support will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of FOX classClass B common stock.Common Stock. Furthermore, the adoption of the stockholder rights agreement prevents, unless the Company’sCompany's board of directors otherwise determines at the time, other potential stockholders from acquiring a similar ownership position in the Company’s classCompany's Class B common stockCommon Stock and, accordingly, could prevent a meaningful challenge to the Murdoch Family Trust’sTrust's influence over matters submitted for stockholder approval.

The Company’sCompany's Board of Directors has approved a $4 billion stock repurchase program for the FOX classClass A common stockCommon Stock and FOX classClass B common stock,Common Stock, which could increase the percentage of FOX classClass B common stockCommon Stock held by the Murdoch Family Trust. The Company has entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the


Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of FOX classClass B common stockCommon Stock or would increase the Murdoch Family Trust’sTrust's voting power by more than 1.75% in any rolling 12-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B shares,Common Stock, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter.

Risks Related to the Company’sCompany's Separation from 21CF

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.


The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.

Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain
32

liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business. Third parties could also seek to hold the Company responsible for any of the liabilities of the businesses that were retained by 21CF in connection with the Transaction. 21CF has agreed to indemnify the Company for such liabilities, but such indemnity from 21CF may not be sufficient to protect the Company against the full amount of such liabilities, and 21CF may not be able to fully satisfy its indemnification obligations. Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

The Company could be liable for income taxes owed by 21CF.

Each member of the 21CF consolidated group, which, prior to the Transaction, included 21CF, the Company and 21CF’s21CF's other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group for periods prior to and including the Transaction. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of what was previously the 21CF consolidated group. The tax matters agreement entered into in connection with the Transaction requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the taxing authorities in amounts that the Company cannot quantify.


ITEM 1B.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

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

ITEM 3.

ITEM 3.    LEGAL PROCEEDINGS

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

ITEM 4.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.


33


PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Fox Corporation’sCorporation's Class A Common Stock, par value $0.01 per share (the “Class"Class A Common Stock”Stock"), and Class B Common Stock, par value $0.01 per share (the “Class"Class B Common Stock”Stock" and, together with the Class A Common Stock, the “Common Stock”"Common Stock"), are listed and traded on The NasdaqGlobal Select Market under the symbols “FOXA”"FOXA" and “FOX,”"FOX," respectively. As of June 30, 2021,2022, there were approximately 17,70016,700 holders of record of shares of Class A Common Stock and approximately 4,7004,600 holders of record of shares of Class B Common Stock.

Below is a summary of the Company’sCompany'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

 

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 Stock4,740,533 $36.92  
Class B Common Stock2,195,707 34.16  
Total second quarter fiscal 2022  
Class A Common Stock4,521,550 38.20  
Class B Common Stock2,097,244 35.52  
Total third quarter fiscal 2022 
Class A Common Stock4,359,323 40.59  
Class B Common Stock1,984,188 37.29  
Total fourth quarter fiscal 2022  
Class A Common Stock5,107,914 34.26  
Class B Common Stock2,421,822 31.73  
Total fiscal 2022 
Class A Common Stock18,729,320 37.36  
Class B Common Stock8,698,961 34.52  
 27,428,281 $1,400 

(a)

(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)

(c)

On November 6, 2019, the Company announced that itsThe Company's Board of Directors (the “Board”) hadhas authorized a $4 billion stock repurchase program, providing for under which
the Company can 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 3227 million shares of Common Stock for $1 billion during fiscal 2021.


2022.

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

 

Net income attributable to Fox Corporation stockholders

 

$

2,150

 

 

$

999

 

 

$

1,595

 

 

$

2,187

 

 

$

1,372

 

Net income attributable to Fox Corporation stockholders per share - basic(d)

 

$

3.64

 

 

$

1.63

 

 

$

2.57

 

 

$

3.52

 

 

$

2.21

 

Net income attributable to Fox Corporation stockholders per share - diluted(d)

 

$

3.61

 

 

$

1.62

 

 

$

2.57

 

 

$

3.52

 

 

$

2.21

 

Cash dividend per share

 

$

0.46

 

 

$

0.46

 

 

$

0.23

 

 

$

-

 

 

$

-

 

 

 

As of June 30,

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in millions)

 

BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,886

 

 

$

4,645

 

 

$

3,234

 

 

$

2,500

 

 

$

19

 

Total assets

 

 

22,926

 

 

 

21,750

 

 

 

19,509

 

 

 

13,121

 

 

 

10,348

 

Borrowings

 

 

7,951

 

 

 

7,946

 

 

 

6,751

 

 

 

-

 

 

 

-

 

Fox Corporation stockholders' equity

 

 

11,123

 

 

 

10,094

 

 

 

9,947

 

 

 

9,594

 

 

 

6,093

 

(a)

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

(b)

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

ITEM 6.    [RESERVED]

(c)

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

(d)

On March 19, 2019, the date of the Distribution, 621 million shares of the Company’s Common Stock were distributed to 21CF stockholders (other than holders that were subsidiaries of 21CF). These 621 million shares have been utilized for the calculation of basic and diluted earnings per share for all periods presented that ended prior to the date of the Distribution as no shares of common stock or equity-based awards of the Company were outstanding prior to that date (See Note 2—Summary of Significant Accounting Policies to the accompanying Consolidated and Combined Financial Statements of FOX under the heading “Earnings per share”).


ITEM 7.

MANAGEMENT’S

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

Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX”("FOX" or the “Company”"Company") with the Securities and Exchange Commission (the “SEC”"SEC"). This section should be read
34

together with the consolidated and combined financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The consolidated and combined financial statements are referred to as the “Financial Statements”"Financial Statements" herein.

INTRODUCTION

The Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”("21CF") of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the “Distribution”"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,Sub, Inc. Following the Distribution, 354 million and 266 million shares of the Company’sCompany's Class A Common Stock, par value $0.01 per share (the “Class"Class A Common Stock”Stock"), and Class B Common Stock, par value $0.01 per share (the “Class"Class B Common Stock”Stock" and, together with the Class A Common Stock, the “Common Stock”"Common Stock"), respectively, began trading independently on The Nasdaq Global Select Market. In connection with the Distribution, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”"Separation Agreement"), with 21CF, which effected the internal restructuring (the “Separation”"Separation") whereby The Walt Disney Company ("Disney") acquired the remaining 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.became a wholly-owned subsidiary of Disney. The Separation and the Distribution were effected as part of a series of transactions contemplated by the AmendedAmended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF"21CF Disney Merger Agreement”Agreement"), by and among 21CF, The Walt Disney Company (“Disney”) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the “Dividend”"Dividend"). The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the “Transaction Tax”"Transaction Tax") was $6.5 billion. Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF. The Transaction Tax included a prepayment of the Company’sCompany's share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks (“RSNs”("RSNs"), which were sold by Disney during calendar year 2019.2019 ("Divestiture Tax"). This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of all such tax liabilities are reported on the federal income tax returns of Disney or a subsidiary of Disney. Any such adjustment is not expected to have a material impact on the results of the Company. During the first quarter of fiscal 2021, the Company and Disney reached an agreement to settle the majority of the prepaid Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company’sCompany's prepayment based upon the sales price of the RSNs. This reimbursement was recorded in Other, net in the Statement of Operations (See Note 21—20—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”"Other, net").

As a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values. This resulted in estimated annual tax deductions of approximately $1.5 billion, principally over the next several years related to the amortization of the additional tax basis. This amortization is estimated to reduce the Company’sCompany's annual cash tax liability by $370 million per year at the current combined federal and state applicable tax rate of approximately 25%. Such estimates are subject to revisions, which could be material, based upon the occurrence of future events including, among other things, a refund of the prepayment discussed above.

events.

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’sCompany's relationship withwith 21CF and Disney following the Separation. These includeSeparation, including the Separation Agreement and 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.agreement. The core transition services agreements will


terminateentered into in connection with the Separation terminated in accordance with their terms by September 2021. See Note 1in fiscal 2022.—Description of Business and

Basis of Presentation to the accompanying Financial Statements under the heading “The Distribution” for additional information.

Basis of Presentation

The Company’sCompany's financial statements as of and for the years ended June 30, 2021 and 2020 are presented on a consolidated basis. The Company’s consolidated financial statements for the years ended June 30, 2021 and 2020 reflect the Company’s results of operations and cash flows as a standalone company, and the Company’s Consolidated Balance Sheets as of June 30, 2021 and 2020 consist of the Company’s consolidated balances.

Prior to the Distribution, which occurred on March 19, 2019, the Company’s combined financial statements were prepared on a standalone basis, derived from the consolidated financial statements and accounting records of 21CF. These financial statements reflect the combined historical results of operations, financial position and cash flows of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses

35
.

The Consolidated and Combined Statements of Operations for the year ended June 30, 2019 include, for the periods prior to March 19, 2019, allocations for certain support functions that were provided on a centralized basis within 21CF prior to the Distribution and not recorded at the business unit level, such as certain expenses related to finance, legal, insurance, information technology, compliance and human resources management activities, among others. 21CF did not routinely allocate these costs to any of its business units. These expenses were allocated to FOX on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues, headcount or other relevant measures. Management believes the assumptions underlying the financial statements, including the assumptions regarding allocating general corporate expenses from 21CF, are reasonable. Nevertheless, the financial statements may not include all of the actual expenses that would have been incurred by FOX and may not reflect FOX’s consolidated results of operations, financial position and cash flows had it been a standalone company during the entirety of the periods presented. Actual costs that would have been incurred if FOX had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Management’s

Management's discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’sCompany's financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

•

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

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

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.

•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. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.•

Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for fiscal 2021, 2020 and 2019, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, 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.

•Liquidity and Capital Resources—This section provides an analysis of the Company's cash flows for fiscal 2022, 2021 and 2020, as well as a discussion of the Company's outstanding debt and commitments, both firm and contingent, that existed as of June 30, 2022. 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.•

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

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

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 Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management’s current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Item 1A. “Risk Factors” in this Annual Report for a discussion of the risk factors applicable to the Company.


•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 Management's Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management's current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Item 1A. "Risk Factors" in this Annual Report for a discussion of the risk factors applicable to the Company.

OVERVIEW OF THE COMPANY’SCOMPANY'S BUSINESS

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

•

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

•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S.•

Television, which principally consists of the production, acquisition, marketing and distribution of broadcast network programming and free advertising-supported video-on-demand (“AVOD”) services under the FOX and Tubi brands, respectively, and the operation of 29 full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, 18 are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station.

•

Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible Labs Inc. (“Credible”•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand ("AVOD") service TUBI, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station.

•Other, Corporate and Eliminations, which principally consists of 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. Credible is a U.S. consumer finance marketplace.

The Company’sFOX 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. Credible is a U.S. consumer finance marketplace.

The Company's Cable Network Programming and Television segments derive the majority of their revenues from affiliate fees for the transmission of content and advertising sales. For fiscal 2021,2022, the Company generated revenues of $12.9$14.0 billion, of which approximately 50%49% was generated from affiliate fees, approximately 42% was generated from advertising, and approximately 8%9% was generated from other operating activities.

36

Affiliate fees primarily include (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry our cable networks and our owned and operated television stations and (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network. U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from traditional MVPDs that carry the Company’sCompany's broadcast signals.

The Company’sCompany's revenues are impacted by rate changes, changes in the number of subscribers to the Company’sCompany's content and changes in the expenditures by advertisers. In addition, advertising revenues are subject to seasonality and cyclicality as a result of the impact of state, congressional and presidential electionselection cycles and special events that air on the Company’sCompany's networks, including the National Football League’s (“NFL”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 (“FIFA”("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.

The cable network programming and television industries continue to evolve rapidly, with changes in technology leading to alternative methods for the delivery and storage of digital content. These technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content. Consumer preferences have evolved toward alternative offerings, such as subscription video-on-demand (“SVOD”) services, AVOD services, mobile and social media platforms.alternatives, including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to traditional MVPD services, and these declines are expected to continue and possibly accelerate in the future.

At the same time, technological changes have affected advertisers’advertisers' options for reaching their target audiences. There has been a substantial increase in the availability of programmingcontent with reduced advertising or without advertising at all. As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry. Furthermore, the pricing and volume of advertising may be affected by shifts in spending from more traditional media and toward digital and mobile offerings, which can deliver targeted advertising more promptly, or toward newer ways of purchasing advertising.

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

The Company operates in a highly competitive industry and its performance is dependent, to a large extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’sCompany's ability to manage its businesses effectively, and its relative strength and leverage in the industry. For more information, see Item 1. “Business”"Business" and Item 1A. “Risk Factors” included herein.

"Risk Factors."

37

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.

RESULTS OF OPERATIONS

Results of Operations—Fiscal 20212022 versus Fiscal 2020

2021

The following table sets forth the Company’s operating results for fiscal 2022, as compared to fiscal 2021:
 For the years ended June 30,
 20222021$ Change% Change
(in millions, except %)  Better/(Worse)
Revenues
Affiliate fee$6,878 $6,435 $443 7 %
Advertising5,900 5,431 469 9 %
Other1,196 1,043 153 15 %
Total revenues13,974 12,909 1,065 8 %
Operating expenses(9,117)(8,037)(1,080)(13)%
Selling, general and administrative(1,920)(1,807)(113)(6)%
Depreciation and amortization(363)(300)(63)(21)%
Impairment and restructuring charges— (35)35 100 %
Interest expense, net(371)(391)20 5 %
Other, net(509)579 (1,088)**
Income before income tax expense1,694 2,918 (1,224)(42)%
Income tax expense(461)(717)256 36 %
Net income1,233 2,201 (968)(44)%
Less: Net income attributable to noncontrolling interests(28)(51)23 45 %
Net income attributable to Fox Corporation stockholders$1,205 $2,150 $(945)(44)%
**not meaningful
Overview—The Company's revenues increased 8% for fiscal 2022, as compared to fiscal 2021, due to higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily due to higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals, partially offset by a lower average number of subscribers. 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.
38

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.
Impairment and restructuring charges—See Note 4—Restructuring Programs to the accompanying Financial Statements.
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).
Other, net—See Note 20—Additional Financial Information to the accompanying Financial Statements under the heading "Other, net."
Income tax expense—The Company's tax provision and related effective tax rate of 27% for fiscal 2022 was higher than the statutory rate of 21% primarily due to state taxes and a remeasurement of the Company's net deferred tax assets associated with changes in the mix of jurisdictional earnings. The Company's tax provision and related effective tax rate of 25% for fiscal 2021 was higher than the statutory rate of 21% primarily due to state taxes, partially offset by a benefit from the reduction of uncertain tax positions for state tax audits.
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").
39

Results of Operations—Fiscal 2021 versus Fiscal 2020
The following table sets forth the Company's operating results for fiscal 2021, as compared to fiscal 2020:

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

 

2020

 

 

Change

 

 

% Change

 20212020$ Change% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

(in millions, except %)  Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

Affiliate fee

 

$

6,435

 

 

$

5,908

 

 

$

527

 

 

 

9

 

%

 

Affiliate fee$6,435 $5,908 $527 9 %

Advertising

 

 

5,431

 

 

 

5,333

 

 

 

98

 

 

 

2

 

%

 

Advertising5,431 5,333 98 2 %

Other

 

 

1,043

 

 

 

1,062

 

 

 

(19

)

 

 

(2

)

%

 

Other1,043 1,062 (19)(2)%

Total revenues

 

 

12,909

 

 

 

12,303

 

 

 

606

 

 

 

5

 

%

 

Total revenues12,909 12,303 606 5 %

Operating expenses

 

 

(8,037

)

 

 

(7,807

)

 

 

(230

)

 

 

(3

)

%

 

Operating expenses(8,037)(7,807)(230)(3)%

Selling, general and administrative

 

 

(1,807

)

 

 

(1,741

)

 

 

(66

)

 

 

(4

)

%

 

Selling, general and administrative(1,807)(1,741)(66)(4)%

Depreciation and amortization

 

 

(300

)

 

 

(258

)

 

 

(42

)

 

 

(16

)

%

 

Depreciation and amortization(300)(258)(42)(16)%

Impairment and restructuring charges

 

 

(35

)

 

 

(451

)

 

 

416

 

 

 

92

 

%

 

Impairment and restructuring charges(35)(451)416 92 %

Interest expense

 

 

(395

)

 

 

(369

)

 

 

(26

)

 

 

(7

)

%

 

Interest income

 

 

4

 

 

 

35

 

 

 

(31

)

 

 

(89

)

%

 

Interest expense, netInterest expense, net(391)(334)(57)(17)%

Other, net

 

 

579

 

 

 

(248

)

 

 

827

 

 

**

 

 

 

Other, net579 (248)827 **

Income before income tax expense

 

 

2,918

 

 

 

1,464

 

 

 

1,454

 

 

 

99

 

%

 

Income before income tax expense2,918 1,464 1,454 99 %

Income tax expense

 

 

(717

)

 

 

(402

)

 

 

(315

)

 

 

(78

)

%

 

Income tax expense(717)(402)(315)(78)%

Net income

 

 

2,201

 

 

 

1,062

 

 

 

1,139

 

 

**

 

 

 

Net income2,201 1,062 1,139 **

Less: Net income attributable to noncontrolling interests

 

 

(51

)

 

 

(63

)

 

 

12

 

 

 

19

 

%

 

Less: Net income attributable to noncontrolling interests(51)(63)12 19 %

Net income attributable to Fox Corporation stockholders

 

$

2,150

 

 

$

999

 

 

$

1,151

 

 

**

 

 

 

Net income attributable to Fox Corporation stockholders$2,150 $999 $1,151 **

**

not meaningful


**not meaningful

Overview—The Company’sCompany's revenues increased 5% for fiscal 2021, as compared to fiscal 2020, as higher affiliate fee and advertising revenues were partially offset by lower other revenue. The increase in affiliate fee revenue was primarily attributable to higher average rates due to rate increases from affiliate agreement renewals and contractual rate increases on existing affiliate agreements, partially offset by the impact of a lower average number of subscribers and estimated affiliate fee credits provided as a result of cancelled live college football games due to COVID-19. The increase in advertising revenue was primarily due to the impact of the consolidation of Tubi Inc. (“Tubi”),TUBI, which experienced record viewership and record advertising revenue, higher political advertising revenue at the FOX Television Stations related to the 2020 presidential and congressional elections, higher linear and digital advertising revenue from the 2020 presidential election coverage at FOX News Media, and the rotating broadcast of one additional NFL Divisional playoff game, partially offset by the comparative effect of the broadcast of the NFL’sNFL's Super Bowl LIV in February 2020 (the “Super Bowl”"Super Bowl") and lower ratings at the FOX Network due in part to COVID-19-impacted schedules in the current year.fiscal 2021.

Operating expenses increased 3% for fiscal 2021, as compared to fiscal 2020, primarily due to the impact of the consolidation of Tubi,TUBI, partially offset by lower sports programming rights amortization and production costs, including the absence of the broadcast of the Super Bowl in the current yearfiscal 2021 and the cancellation of live college football games, and lower entertainment programming rights amortization due to fewer hours of original scripted programming as a result of COVID-19. Partially offsetting lower sports programming rights amortization and production costs were contractual rate increases for NFL, MLB and college football content, the rotating broadcast of one additional NFL Divisional playoff game and a higher volume of National Association of Stock Car Auto Racing (“NASCAR”)NASCAR races due to fewer races following the COVID-19-impacted schedule in the prior year.

fiscal 2020.

Selling, general and administrative expenses increased 4% for fiscal 2021, as compared to fiscal 2020, primarily due to higher legal and marketing expenses and the impact of acquisitions that occurred in fiscal 2020 (the “Fiscal"Fiscal 2020 Acquisitions”Acquisitions") (See Note 3—Acquisitions, Disposals and Other Transactions to the
40

accompanying Financial Statements), partially offset by lower professional fees, lower bad debt expense and lower marketing costs associated with the absence of the Super Bowl in the current year.

Depreciation and amortization—Depreciation and amortizationamortization expense increased 16% for fiscal 2021, as compared to fiscal 2020, primarily due to assets placed into service as the Company transitioned from service agreements in connection with the Separation (as defined in Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “The Distribution”) and the Fiscal 2020 Acquisitions.

Impairment and restructuring charges—See Note 4—4—Restructuring Programs to the accompanying Financial Statements.

Interest expense, net—Interest expense, net increased 7%17% million for fiscal 2021, as compared to fiscal 2020, due to lower interest income primarily due to lower interest rates and higher interest expense primarily due to the issuance of $1.2 billion of senior notes in April 2020 (See Note 9—Borrowings to the accompanying Financial Statements under the heading “Public"Public Debt – Senior Notes Issued”Issued" for additional information).

Interest income

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

Other, net—See Note 21—20—Additional Financial Information to the accompanying Financial Statements under the heading “Other,"Other, net.”"

Income tax expense—The Company’sCompany's tax provision and related effective tax rate of 25% for fiscal 2021 was higher than the statutory rate of 21% primarily due to state taxes, partially offset by a benefit from the reduction of uncertain tax positions for state tax audits. The Company’sCompany's tax provision and related effective tax rate of 27% for fiscal 2020 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items. See Note 16—Income Taxes to the accompanying Financial StatementsStatements.
.

Net income—Net income increased $1.1 billion for fiscal 2021 as compared to fiscal 2020, primarily due the receipt of the $462 million reimbursement from Disney related to the Divestiture Tax (See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements), higher Segment EBITDA (as defined below) at the Cable Network Programming and Television segments and higher net gains on investments in equity securities (See Note 21—20—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”"Other, net"), partially offset by lower restructuring charges due to the contract termination costs related to a programming rights agreement with the United States GolfGolf Association (“USGA”("USGA") in the prior yearfiscal 2020 (See Note 4—Restructuring Programs to the accompanying Financial Statements under the heading “Fiscal 2020”"Fiscal 2020") and higher income tax expense.


Results of Operations—Fiscal 2020 versus Fiscal 2019

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

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate fee

 

$

5,908

 

 

$

5,512

 

 

$

396

 

 

 

7

 

%

 

Advertising

 

 

5,333

 

 

 

5,056

 

 

 

277

 

 

 

5

 

%

 

Other

 

 

1,062

 

 

 

821

 

 

 

241

 

 

 

29

 

%

 

Total revenues

 

 

12,303

 

 

 

11,389

 

 

 

914

 

 

 

8

 

%

 

Operating expenses

 

 

(7,807

)

 

 

(7,327

)

 

 

(480

)

 

 

(7

)

%

 

Selling, general and administrative

 

 

(1,741

)

 

 

(1,419

)

 

 

(322

)

 

 

(23

)

%

 

Depreciation and amortization

 

 

(258

)

 

 

(212

)

 

 

(46

)

 

 

(22

)

%

 

Impairment and restructuring charges

 

 

(451

)

 

 

(26

)

 

 

(425

)

 

**

 

 

 

Interest expense

 

 

(369

)

 

 

(203

)

 

 

(166

)

 

 

(82

)

%

 

Interest income

 

 

35

 

 

 

41

 

 

 

(6

)

 

 

(15

)

%

 

Other, net

 

 

(248

)

 

 

(19

)

 

 

(229

)

 

**

 

 

 

Income before income tax expense

 

 

1,464

 

 

 

2,224

 

 

 

(760

)

 

 

(34

)

%

 

Income tax expense

 

 

(402

)

 

 

(581

)

 

 

179

 

 

 

31

 

%

 

Net income

 

 

1,062

 

 

 

1,643

 

 

 

(581

)

 

 

(35

)

%

 

Less: Net income attributable to noncontrolling interests

 

 

(63

)

 

 

(48

)

 

 

(15

)

 

 

(31

)

%

 

Net income attributable to Fox Corporation stockholders

 

$

999

 

 

$

1,595

 

 

$

(596

)

 

 

(37

)

%

 

**

not meaningful

Overview—The Company’s revenues increased 8% for fiscal 2020, as compared to fiscal 2019, due to higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily due to higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network, partially offset by the impact of a lower average number of subscribers. 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. The increase in other revenues was primarily due to the impact of the consolidation of Bento Box Entertainment, LLC (“Bento Box”) and Credible in fiscal 2020 and revenues generated from the operation of the FOX Studio Lot for third parties.

Operating expenses increased 7% for fiscal 2020, as compared to fiscal 2019, primarily due to higher sports programming rights amortization and production costs at the Television segment, including Super Bowl costs, the impact of the Fiscal 2020 Acquisitions, the recognition of a write-down of approximately $95 million related to programming rights as compared to approximately $55 million in the prior year (See Note 5—Inventories, net to the accompanying Financial Statements) and higher broadcast costs related to operating as a standalone public company. Partially offsetting the increase in operating expenses was the broadcast of fewer sports events as a result of COVID-19, fewer broadcasts of FIFA World Cup events and one less NFL Divisional playoff game.

Selling, general and administrative expenses increased 23% for fiscal 2020, as compared to fiscal 2019, primarily due to higher costs in fiscal 2020 related to operating as a standalone public company as compared to a partial year of allocated costs in fiscal 2019 (See Note 1—Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “Basis of Presentation” for additional information), a full year of costs of operating the FOX Studio Lot for third parties, increased bad debt expense and the impact of the consolidation of Bento Box and Credible. Also contributing to the increase in selling, general and administrative expenses in fiscal 2020 were incremental equity-based compensation costs of approximately $40 million related to the grant of restricted stock units and stock options in connection with the Distribution under the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12—Equity-Based Compensation to the accompanying Financial Statements).


Depreciation and amortization—Depreciation and amortization expense increased 22% for fiscal 2020, as compared to fiscal 2019, primarily due to higher costs in fiscal 2020 related to operating as a standalone public company following the Distribution as compared to a partial year of allocated costs in fiscal 2019 and the impact of the Fiscal 2020 Acquisitions.

Impairment and restructuring charges—See Note 4—Restructuring Programs to the accompanying Financial Statements.

Interest expense—Interest expense increased 82% for fiscal 2020, as compared to fiscal 2019, primarily due to the issuance of $6.8 billion of senior notes in January 2019 and $1.2 billion of senior notes in April 2020, partially offset by the effect of the bridge credit agreement commitment letter which was entered into in December 2017, including the write-off of unamortized costs as a result of the termination of the bridge credit agreement in March 2019 (See Note 9—Borrowings to the accompanying Financial Statements).

Other, net—See Note 21—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net.”

Income tax expense—The Company’s tax provision and related effective tax rate of 27% for fiscal 2020 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items. The Company’s tax provision and related effective tax rate of 26% for fiscal 2019 was higher than the statutory rate of 21% primarily due to the impact of state taxes. See Note 16—Income Taxes to the accompanying Financial Statements.

Net income—Netincome decreased 35% for fiscal 2020, as compared to fiscal 2019, primarily due to restructuring charges at the Cable Network Programming and Television segments reflecting contract termination costs related to a programming rights agreement with the USGA, higher costs in fiscal 2020 related to operating as a standalone public company, including interest expense, and lower net gains on investments in equity securities (See Note 21—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net”). Partially offsetting these decreases was higher Segment EBITDA at the Cable Network Programming segment and lower income tax expense.

Segment Analysis

The Company’sCompany's operating segments have been determined in accordance with the Company’sCompany's internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.

Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, Interest income,net, Other, net and Income tax (expense) benefit. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’sCompany's business segments because it is the primary measure used by the Company’sCompany's chief operating decision maker to evaluate the performance of and allocate resources to the Company’sCompany's businesses.

41

Fiscal 20212022 versus Fiscal 2020

2021

The following tables set forth the Company’sCompany's Revenues and Segment EBITDA for fiscal 2021,2022, as compared to fiscal 2020:

 

 

For the years ended June 30,

 

 

2021

 

 

2020

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

5,683

 

 

$

5,492

 

 

$

191

 

 

 

3

 

%

 

Television

 

 

7,048

 

 

 

6,661

 

 

 

387

 

 

 

6

 

%

 

Other, Corporate and Eliminations

 

 

178

 

 

 

150

 

 

 

28

 

 

 

19

 

%

 

Total revenues

 

$

12,909

 

 

$

12,303

 

 

$

606

 

 

 

5

 

%

 

2021:

 For the years ended June 30,
 20222021$ Change% Change
(in millions, except %)  Better/(Worse)
Revenues    
Cable Network Programming$6,097 $5,683 $414 7 %
Television7,685 7,048 637 9 %
Other, Corporate and Eliminations192 178 14 8 %
Total revenues$13,974 $12,909 $1,065 8 %

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

 

2020

 

 

Change

 

 

% Change

 20222021$ Change% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

(in millions, except %)Better/(Worse)

Segment EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment EBITDA  

Cable Network Programming

 

$

2,876

 

 

$

2,706

 

 

$

170

 

 

 

6

 

%

 

Cable Network Programming$2,934 $2,876 $58 2 %

Television

 

 

555

 

 

 

430

 

 

 

125

 

 

 

29

 

%

 

Television347 555 (208)(37)%

Other, Corporate and Eliminations

 

 

(344

)

 

 

(357

)

 

 

13

 

 

 

4

 

%

 

Other, Corporate and Eliminations(326)(344)18 5 %

Adjusted EBITDA(a)

 

$

3,087

 

 

$

2,779

 

 

$

308

 

 

 

11

 

%

 

Adjusted EBITDA(a)
$2,955 $3,087 $(132)(4)%

(a)

(a)For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP"Non-GAAP Financial Measures”Measures" below.

Cable Network Programming (44% of the Company's revenues in fiscal 2022 and 2021)
 For the years ended June 30,
 20222021$ Change% Change
(in millions, except %)Better/(Worse)
Revenues
Affiliate fee$4,205 $3,995 $210 5 %
Advertising1,462 1,337 125 9 %
Other430 351 79 23 %
Total revenues6,097 5,683 414 7 %
Operating expenses(2,595)(2,289)(306)(13)%
Selling, general and administrative(586)(540)(46)(9)%
Amortization of cable distribution investments18 22 (4)(18)%
Segment EBITDA$2,934 $2,876 $58 2 %
Revenues at the Cable Network Programming segment increased for fiscal 2022, as compared to fiscal 2021, due to higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily due to contractual rate increases on existing affiliate agreements and from affiliate agreement renewals, partially offset by a lower average number of subscribers. Also impacting the increase was the absence of fiscal 2021 affiliate fee credits as a result of the COVID-19 related under-delivery of college football games. The decrease in the average number of subscribers was due to a reduction in traditional MVPD subscribers, partially offset by an increase in virtual MVPD subscribers. The increase in advertising revenue was primarily due to higher pricing at FOX News Media and higher pricing and an increase in the number of live events at the national sports networks, primarily the result of additional MLB postseason games and the return of a full college football schedule that was shortened due to COVID-19 in fiscal 2021. This increase was partially offset by lower political advertising revenue due to the absence of the 2020 presidential elections. The increase in other revenues was primarily due to higher sports sublicensing revenues, which were impacted by COVID-19
42

in fiscal 2021, and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company's sports marketing businesses in fiscal 2021.
Cable Network Programming Segment EBITDA increased for fiscal 2022, as compared to fiscal 2021, primarily due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased due to higher sports programming rights amortization and production costs primarily related to the return of a full college football and basketball season as a result of the impact of COVID-19 in fiscal 2021, increased investment in digital growth initiatives at FOX News Media and costs associated with the launch of USFL. 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 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 principally due to 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.
Television (55% of the Company's revenues in fiscal 2022 and 2021)
 For the years ended June 30,
 20222021$ Change% Change
(in millions, except %)Better/(Worse)
Revenues
Advertising$4,440 $4,094 $346 8 %
Affiliate fee2,673 2,440 233 10 %
Other572 514 58 11 %
Total revenues7,685 7,048 637 9 %
Operating expenses(6,431)(5,662)(769)(14)%
Selling, general and administrative(907)(831)(76)(9)%
Segment EBITDA$347 $555 $(208)(37)%
Revenues at the Television segment increased for fiscal 2022, as compared to fiscal 2021, due to higher advertising, affiliate fee and other revenues. The increase in advertising revenue was primarily attributable to higher pricing as well as the return of a full schedule of college football in fiscal 2022 at FOX Sports and continued growth at TUBI, partially offset by lower political advertising revenue at the FOX Television Stations due to the absence of the 2020 presidential and congressional elections. The increase in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network, and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company's owned and operated television stations. The increase in other revenues was primarily due to the current year impact of acquisitions of entertainment production companies.
Television Segment EBITDA decreased for fiscal 2022, as compared to fiscal 2021, as the revenue increases noted above were more than offset by higher expenses. Operating expenses increased primarily due to higher sports programming rights amortization and production costs related to NFL, MLB and college football content, including a higher number of college football games as compared to the COVID-19 impacted fiscal 2021, increased digital investment at TUBI 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. Selling, general and administrative expenses increased primarily due to higher technology costs related to the Company's digital initiatives.
43

Other, Corporate and Eliminations (1% of the Company's revenues for fiscal 2022 and 2021)
 For the years ended June 30,
 20222021$ Change% Change
(in millions, except %)Better/(Worse)
Revenues$192 $178 $14 8 %
Operating expenses(91)(86)(5)(6)%
Selling, general and administrative(427)(436)9 2 %
Segment EBITDA$(326)$(344)$18 5 %
Revenues at the Other, Corporate and Eliminations segment for fiscal 2022 and 2021 include revenues generated by Credible and the operation of the FOX Studios lot for third parties. Operating expenses for fiscal 2022 and 2021 include advertising and promotional expenses at Credible and the costs of operating the FOX Studios lot. Selling, general and administrative expenses for fiscal 2022 and 2021 primarily relate to employee costs and professional fees and the costs of operating the FOX Studios lot.
Fiscal 2021 versus Fiscal 2020
The following tables set forth the Company's Revenues and Segment EBITDA for fiscal 2021, as compared to fiscal 2020:
 For the years ended June 30,
 20212020$ Change% Change
(in millions, except %)  Better/(Worse)
Revenues    
Cable Network Programming$5,683 $5,492 $191 3 %
Television7,048 6,661 387 6 %
Other, Corporate and Eliminations178 150 28 19 %
Total revenues$12,909 $12,303 $606 5 %
 For the years ended June 30,
 20212020$ Change% Change
(in millions, except %)  Better/(Worse)
Segment EBITDA    
Cable Network Programming$2,876 $2,706 $170 6 %
Television555 430 125 29 %
Other, Corporate and Eliminations(344)(357)13 4 %
Adjusted EBITDA(a)
$3,087 $2,779 $308 11 %
(a)For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see "Non-GAAP Financial Measures" below.

44

Cable Network Programming (44% and 45% of the Company’sCompany's revenues in fiscal 2021 and 2020, respectively)

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

 

2020

 

 

Change

 

 

% Change

 20212020$ Change% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

(in millions, except %)Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

Affiliate fee

 

$

3,995

 

 

$

3,870

 

 

$

125

 

 

 

3

 

%

 

Affiliate fee$3,995 $3,870 $125 3 %

Advertising

 

 

1,337

 

 

 

1,164

 

 

 

173

 

 

 

15

 

%

 

Advertising1,337 1,164 173 15 %

Other

 

 

351

 

 

 

458

 

 

 

(107

)

 

 

(23

)

%

 

Other351 458 (107)(23)%

Total revenues

 

 

5,683

 

 

 

5,492

 

 

 

191

 

 

 

3

 

%

 

Total revenues5,683 5,492 191 3 %

Operating expenses

 

 

(2,289

)

 

 

(2,316

)

 

 

27

 

 

 

1

 

%

 

Operating expenses(2,289)(2,316)27 1 %

Selling, general and administrative

 

 

(540

)

 

 

(494

)

 

 

(46

)

 

 

(9

)

%

 

Selling, general and administrative(540)(494)(46)(9)%

Amortization of cable distribution investments

 

 

22

 

 

 

24

 

 

 

(2

)

 

 

(8

)

%

 

Amortization of cable distribution investments22 24 (2)(8)%

Segment EBITDA

 

$

2,876

 

 

$

2,706

 

 

$

170

 

 

 

6

 

%

 

Segment EBITDA$2,876 $2,706 $170 6 %

Revenues at the Cable Network Programming segment increased for fiscal 2021 as compared to fiscal 2020 as the increases in advertising and affiliate fee revenues were partially offset by lower other revenue. The increase in advertising revenue was primarily due to higher linear and digital advertising revenue from the 2020 presidential election coverage at FOX News Media. The increase in affiliate fee revenue was primarily due to rate increases from affiliate agreement renewals and contractual rate increases on existing affiliate agreements, partially offset by a lower average number of subscribers and estimated affiliate fee credits provided as a result of the cancellation of live college football games due to COVID-19. The decrease in the average number of subscribers was due to a reduction in traditional MVPD subscribers, partially offset by an increase in digitalvirtual MVPD subscribers. The decrease in other revenues was primarily attributable to lower sports sublicensing revenues and lower revenues generated from Premier Boxing Champions (“PBC”("PBC") pay-per-view events due in part to COVID-19.

Cable Network Programming Segment EBITDA increased for fiscal 2021 as compared to fiscal 2020 primarily due to the revenue increases noted above, partially offset by higher expenses. Selling, general and administrative expenses increased primarily due to higher legal and marketing expenses, including promotional expenses associated with FOX Nation. Operating expenses decreased primarily due to lower sports programming rights amortization and production costs driven by cancelled live games in the first half of fiscal 2021, partially offset by the shift of NASCAR races and MLB regular season games into fiscal 2021 as a result of COVID-19 and contractual rate increases for MLB and college football content.


Television (55% and 54% of the Company’sCompany's revenues in fiscal 2021 and 2020, respectively)

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

 

2020

 

 

Change

 

 

% Change

 20212020$ Change% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

(in millions, except %)  Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

Advertising

 

$

4,094

 

 

$

4,169

 

 

$

(75

)

 

 

(2

)

%

 

Advertising$4,094 $4,169 $(75)(2)%

Affiliate fee

 

 

2,440

 

 

 

2,038

 

 

 

402

 

 

 

20

 

%

 

Affiliate fee2,440 2,038 402 20 %

Other

 

 

514

 

 

 

454

 

 

 

60

 

 

 

13

 

%

 

Other514 454 60 13 %

Total revenues

 

 

7,048

 

 

 

6,661

 

 

 

387

 

 

 

6

 

%

 

Total revenues7,048 6,661 387 6 %

Operating expenses

 

 

(5,662

)

 

 

(5,437

)

 

 

(225

)

 

 

(4

)

%

 

Operating expenses(5,662)(5,437)(225)(4)%

Selling, general and administrative

 

 

(831

)

 

 

(794

)

 

 

(37

)

 

 

(5

)

%

 

Selling, general and administrative(831)(794)(37)(5)%

Segment EBITDA

 

$

555

 

 

$

430

 

 

$

125

 

 

 

29

 

%

 

Segment EBITDA$555 $430 $125 29 %

Revenues at the Television segment increased for fiscal 2021, as compared to fiscal 2020, due to higher affiliate fee and other revenues partially offset by lower advertising revenue. The increase in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates partially offset by a lower average number of subscribers at the Company’sCompany's owned and
45

operated television stations. The increase in other revenues was primarily due to higher content revenuerevenues at Bento Box and FOX Entertainment.the Company's entertainment production companies. The decrease in advertising revenue was primarily due to the comparative effect of the broadcast of the Super Bowl in fiscal 2020 and lower ratings at the FOX Network due in part to COVID-19-impacted schedules partially offset by the impact of the consolidation of Tubi,TUBI, higher political advertising revenue at the FOX Television Stations related to the 2020 presidential and congressional elections and the rotating broadcast of one additional NFL Divisional playoff game.

Television Segment EBITDA increased for fiscal 2021, as compared to fiscal 2020, due to the revenue increases noted above partially offset by higher expenses. Operating expenses increased primarily due to the impact of the consolidation of TubiTUBI partially offset by lower sports programming rights amortization and production costs, including the absence of the broadcast of the Super Bowl in the current year,fiscal 2021, and lower entertainment programming rights amortization due to fewer hours of original scripted programming as a result of COVID-19. Partially offsetting the decrease in sports programming rights amortization and production costs were contractual rate increases for NFL, MLB and college football content and the rotating broadcast of one additional NFL Divisional playoff game. Selling, general and administrative expenses increased primarily due to the Fiscal 2020 Acquisitions (See Note 3— Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements) partially offset by lower bad debt expense and lower marketing costs associated with the absence of the Super Bowl in the current year.

fiscal 2021.

Other, Corporate and Eliminations (1% 1% of the Company’sCompany's revenues for fiscal 2021 and 2020)

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

 

2020

 

 

Change

 

 

% Change

 20212020$ Change% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

(in millions, except %)Better/(Worse)

Revenues

 

$

178

 

 

$

150

 

 

$

28

 

 

 

19

 

%

 

Revenues$178 $150 $28 19 %

Operating expenses

 

 

(86

)

 

 

(54

)

 

 

(32

)

 

 

(59

)

%

 

Operating expenses(86)(54)(32)(59)%

Selling, general and administrative

 

 

(436

)

 

 

(453

)

 

 

17

 

 

 

4

 

%

 

Selling, general and administrative(436)(453)17 4 %

Segment EBITDA

 

$

(344

)

 

$

(357

)

 

$

13

 

 

 

4

 

%

 

Segment EBITDA$(344)$(357)$13 4 %

Revenues at the Other, Corporate and Eliminations segment increased for fiscal 2021, as compared to fiscal 2020, primarily due to the impact of the consolidation of Credible in the second quarter of fiscal 2020 and growth at Credible. Operating expenses increased primarily due to the impact of the consolidation of Credible and growth at Credible. Selling, general and administrative expenses decreased primarily due to lower professional fees.


Fiscal 2020 versus Fiscal 2019

The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal 2020, as compared to fiscal 2019:

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

5,492

 

 

$

5,381

 

 

$

111

 

 

 

2

 

%

 

Television

 

 

6,661

 

 

 

5,979

 

 

 

682

 

 

 

11

 

%

 

Other, Corporate and Eliminations

 

 

150

 

 

 

29

 

 

 

121

 

 

**

 

 

 

Total revenues

 

$

12,303

 

 

$

11,389

 

 

$

914

 

 

 

8

 

%

 

**

not meaningful

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Segment EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

2,706

 

 

$

2,495

 

 

$

211

 

 

 

8

 

%

 

Television

 

 

430

 

 

 

470

 

 

 

(40

)

 

 

(9

)

%

 

Other, Corporate and Eliminations

 

 

(357

)

 

 

(284

)

 

 

(73

)

 

 

(26

)

%

 

Adjusted EBITDA(a)

 

$

2,779

 

 

$

2,681

 

 

$

98

 

 

 

4

 

%

 

(a)

For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.

Cable Network Programming (45% and 47% of the Company’s revenues in fiscal 2020 and 2019, respectively)

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate fee

 

$

3,870

 

 

$

3,804

 

 

$

66

 

 

 

2

 

%

 

Advertising

 

 

1,164

 

 

 

1,184

 

 

 

(20

)

 

 

(2

)

%

 

Other

 

 

458

 

 

 

393

 

 

 

65

 

 

 

17

 

%

 

Total revenues

 

 

5,492

 

 

 

5,381

 

 

 

111

 

 

 

2

 

%

 

Operating expenses

 

 

(2,316

)

 

 

(2,477

)

 

 

161

 

 

 

6

 

%

 

Selling, general and administrative

 

 

(494

)

 

 

(447

)

 

 

(47

)

 

 

(11

)

%

 

Amortization of cable distribution investments

 

 

24

 

 

 

38

 

 

 

(14

)

 

 

(37

)

%

 

Segment EBITDA

 

$

2,706

 

 

$

2,495

 

 

$

211

 

 

 

8

 

%

 

Revenues at the Cable Network Programming segment increased for fiscal 2020, as compared to fiscal 2019, due to higher affiliate fee and other revenues, partially offset by lower advertising revenue. The increase in affiliate fee revenue was primarily attributable to higher average rates per subscriber, led by contractual rate increases on existing affiliate agreements and from affiliate agreement renewals, partially offset by the impact of a lower average number of subscribers. The decrease in the average number of subscribers was due to a reduction in subscribers to traditional MVPDs, partially offset by an increase in digital MVPD subscribers. The decrease in advertising revenue was primarily due to the broadcast of fewer sports events, including NASCAR, MLB and Major League Soccer, and studio shows as a result of COVID-19, the effect of fewer broadcasts of FIFA World Cup events and the absence of Ultimate Fighting Championship (“UFC”) content, partially offset by higher digital advertising revenue at FOX News Media. The increase in other revenues was primarily attributable to higher sports sublicensing revenue and increased revenues generated from PBC pay-per-view events at FOX Sports and higher revenues at FOX News Media.


Cable Network Programming Segment EBITDA increased for fiscal 2020, as compared to fiscal 2019, due to the revenue increases noted above and lower expenses. Operating expenses decreased primarily due to lower sports programming rights amortization and production costs driven by the postponement of live sports events as a result of COVID-19, the absence of UFC content and fewer broadcasts of FIFA World Cup events. Partially offsetting these decreases in operating expenses were higher sports programming rights amortization for content in the first half of fiscal 2020, including NASCAR and college football, higher costs at FOX News Media, including costs relating to newsgathering, FOX Nation and talent, and the recognition of a write-down of approximately $50 million related to sports programming rights. Selling, general and administrative expenses increased primarily due to higher costs related to operating as a standalone public company and increased bad debt expense.

Television (54% and 52% of the Company’s revenues in fiscal 2020 and 2019, respectively)

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

4,169

 

 

$

3,872

 

 

$

297

 

 

 

8

 

%

 

Affiliate fee

 

 

2,038

 

 

 

1,708

 

 

 

330

 

 

 

19

 

%

 

Other

 

 

454

 

 

 

399

 

 

 

55

 

 

 

14

 

%

 

Total revenues

 

 

6,661

 

 

 

5,979

 

 

 

682

 

 

 

11

 

%

 

Operating expenses

 

 

(5,437

)

 

 

(4,847

)

 

 

(590

)

 

 

(12

)

%

 

Selling, general and administrative

 

 

(794

)

 

 

(662

)

 

 

(132

)

 

 

(20

)

%

 

Segment EBITDA

 

$

430

 

 

$

470

 

 

$

(40

)

 

 

(9

)

%

 

Revenues at the Television segment increased for fiscal 2020, as compared to fiscal 2019, due to higher advertising, affiliate fee and other revenues. The increase in advertising revenue was primarily due to revenues resulting from the broadcast of the Super Bowl of approximately $500 million, including the post-game broadcast of The Masked Singer, higher pricing at the FOX Network, increased digital advertising revenue, including the impact of the consolidation of Tubi, and the broadcast of two additional MLB World Series games. Partially offsetting the increase in advertising revenue was 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, lower ratings at the FOX Network, fewer broadcasts of FIFA World Cup events and one less NFL Divisional playoff game. The increase in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber, partially offset by a lower average number of subscribers at the Company’s owned and operated television stations. The increase in other revenues was primarily due to the impact of the consolidation of Bento Box, partially offset by lower digital content licensing revenue at the FOX Network.

Television Segment EBITDA decreased for fiscal 2020, as compared to fiscal 2019, due to higher expenses, partially offset by the revenue increases noted above. Operating expenses increased primarily due to higher sports programming rights amortization and production costs, including Super Bowl costs, the impact of the consolidation of Bento Box and Tubi, higher costs related to investments in scripted original programming and co-production arrangements with third party studios and costs related to the launch of WWE Friday Night SmackDown, partially offset by the postponement of live sports events and fewer hours of scripted original programming as a result of COVID-19, the effect of fewer broadcasts of FIFA World Cup events and the absence of one NFL Divisional playoff game. Selling, general and administrative expenses increased primarily due to higher costs related to operating as a standalone public company and increased bad debt expense.


Other, Corporate and Eliminations (1% of the Company’s revenues in fiscal 2020 and 2019, respectively)

 

 

For the years ended June 30,

 

 

2020

 

 

2019

 

 

Change

 

 

% Change

(in millions, except %)

 

 

 

 

 

 

 

 

 

Better/(Worse)

Revenues

 

$

150

 

 

$

29

 

 

$

121

 

 

**

 

 

 

Operating expenses

 

 

(54

)

 

 

(3

)

 

 

(51

)

 

**

 

 

 

Selling, general and administrative

 

 

(453

)

 

 

(310

)

 

 

(143

)

 

 

(46

)

%

 

Segment EBITDA

 

$

(357

)

 

$

(284

)

 

$

(73

)

 

 

(26

)

%

 

**

not meaningful

Revenues at the Other, Corporate and Eliminations segment increased for fiscal 2020, as compared to fiscal 2019, primarily due to a full year of revenues generated from the operation of the FOX Studio Lot for third parties and the impact of the consolidation of Credible. Operating expenses increased primarily due to the consolidation of Credible and a full year of costs of operating the FOX Studio Lot for third parties. Selling, general and administrative expenses increased primarily due to higher costs related to operating as a standalone public company, a full year of costs of operating the FOX Studio Lot for third parties and the consolidation of Credible.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, Interest income,net, Other, net and Income tax (expense) benefit.

expense.

Management believes that information about Adjusted EBITDA assists all users of the Company’sCompany's Financial Statements by allowing them to evaluate changes in the operating results of the Company’sCompany's portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’sCompany's business and its enterprise value against historical data and competitors’competitors' data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences and the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread).

Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”("GAAP"). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and
46

impairment charges, which are significant components in assessing the Company’sCompany's financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.


Fiscal 2022 versus Fiscal 2021

The following table reconciles Net income to Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021:
 For the years ended June 30,
 20222021
 (in millions)
Net income$1,233 $2,201 
Add
Amortization of cable distribution investments18 22 
Depreciation and amortization363 300 
Impairment and restructuring charges— 35 
Interest expense, net371 391 
Other, net509 (579)
Income tax expense461 717 
Adjusted EBITDA$2,955 $3,087 
The following table sets forth the computation of Adjusted EBITDA for fiscal 2022, as compared to fiscal 2021:
 For the years ended June 30,
 20222021
 (in millions)
Revenues$13,974 $12,909 
Operating expenses(9,117)(8,037)
Selling, general and administrative(1,920)(1,807)
Amortization of cable distribution investments18 22 
Adjusted EBITDA$2,955 $3,087 
Fiscal 2021 versus Fiscal 2020

The following table reconciles Net income to Adjusted EBITDA for fiscal 2021, as compared to fiscal 2020:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 20212020

 

(in millions)

 

 (in millions)

Net income

 

$

2,201

 

 

$

1,062

 

Net income$2,201 $1,062 

Add

 

 

 

 

 

 

 

 

Add

Amortization of cable distribution investments

 

 

22

 

 

 

24

 

Amortization of cable distribution investments22 24 

Depreciation and amortization

 

 

300

 

 

 

258

 

Depreciation and amortization300 258 

Impairment and restructuring charges

 

 

35

 

 

 

451

 

Impairment and restructuring charges35 451 

Interest expense

 

 

395

 

 

 

369

 

Interest income

 

 

(4

)

 

 

(35

)

Interest expense, netInterest expense, net391 334 

Other, net

 

 

(579

)

 

 

248

 

Other, net(579)248 

Income tax expense

 

 

717

 

 

 

402

 

Income tax expense717 402 

Adjusted EBITDA

 

$

3,087

 

 

$

2,779

 

Adjusted EBITDA$3,087 $2,779 

47

The following table sets forth the computation of Adjusted EBITDA for fiscal 2021, as compared to fiscal 2020:

 

 

For the years ended June 30,

 

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Revenues

 

$

12,909

 

 

$

12,303

 

Operating expenses

 

 

(8,037

)

 

 

(7,807

)

Selling, general and administrative

 

 

(1,807

)

 

 

(1,741

)

Amortization of cable distribution investments

 

 

22

 

 

 

24

 

Adjusted EBITDA

 

$

3,087

 

 

$

2,779

 

Fiscal 2020 versus Fiscal 2019

The following table reconciles Net income to Adjusted EBITDA for fiscal 2020, as compared to fiscal 2019:

 

 

For the years ended June 30,

 

 

 

2020

 

 

2019

 

 

 

(in millions)

 

Net income

 

$

1,062

 

 

$

1,643

 

Add

 

 

 

 

 

 

 

 

Amortization of cable distribution investments

 

 

24

 

 

 

38

 

Depreciation and amortization

 

 

258

 

 

 

212

 

Impairment and restructuring charges

 

 

451

 

 

 

26

 

Interest expense

 

 

369

 

 

 

203

 

Interest income

 

 

(35

)

 

 

(41

)

Other, net

 

 

248

 

 

 

19

 

Income tax expense

 

 

402

 

 

 

581

 

Adjusted EBITDA

 

$

2,779

 

 

$

2,681

 

The following table sets forth the computation of Adjusted EBITDA for fiscal 2020, as compared to fiscal 2019:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2020

 

 

2019

 

 20212020

 

(in millions)

 

 (in millions)

Revenues

 

$

12,303

 

 

$

11,389

 

Revenues$12,909 $12,303 

Operating expenses

 

 

(7,807

)

 

 

(7,327

)

Operating expenses(8,037)(7,807)

Selling, general and administrative

 

 

(1,741

)

 

 

(1,419

)

Selling, general and administrative(1,807)(1,741)

Amortization of cable distribution investments

 

 

24

 

 

 

38

 

Amortization of cable distribution investments22 24 

Adjusted EBITDA

 

$

2,779

 

 

$

2,681

 

Adjusted EBITDA$3,087 $2,779 

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

The Company’s principal source of liquidity is internally generated funds which are highly dependent upon the continuation of affiliate agreements and the state of the advertising markets. To date, the Company has not experienced meaningful subscriber declines due to the pandemic. However, there could be industry-wide changes in consumer behavior due to the pandemic, such as increasing numbers of consumers canceling or foregoing subscriptions to MVPD services, that could adversely affect the Company’s affiliate fee and advertising revenues. 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 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. The magnitude of the impact of the COVID-19 pandemic on the Company remains uncertain and subject to change and will depend on evolving factors the Company may not be able to control or accurately predict. These include the duration and scope of the pandemic (including the extent of future surges, mutations or strains of the disease and the efficacy of vaccination and other efforts to contain the virus or treat its impact); the duration and extent of the pandemic’s impact on global and regional economies and economic activity, the pace of economic recovery and the economic and operating conditions facing the Company and others in the pandemic’s aftermath; the effect of governmental actions that have been and may continue to be imposed in response to the pandemic; the impact of the pandemic on the health, well-being and productivity of the Company’s employees and the Company’s ability to conduct its operations; and potential changes in consumer behavior.

The Company has approximately $5.9$5.2 billion of cash and cash equivalents as of June 30, 20212022 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements). The Company also has access to the worldwide capital markets, subject to market conditions which could be impacted by COVID-19.conditions. As of June 30, 2021,2022, the Company was in compliance with all of the covenants under its revolving credit facility, and it does not anticipate any noncompliance with such covenants.

The principal uses of cash that affect the Company’sCompany's liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming along with the continued investment in the Company’s broadcast technical facilities following the Distribution;Company's programming; employee and facility costs; capital expenditures; acquisitions; interest and dividend payments; debt repayments; and stock repurchases.

In addition to the acquisitions sales and possible acquisitionsdispositions disclosed elsewhere,within Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company’sCompany's securities or the assumption of additional indebtedness.

Sources and Uses of Cash—Fiscal 2022 vs. Fiscal 2021
Net cash provided by operating activities for fiscal 2022 and 2021 was as follows (in millions):
For the years ended June 30,20222021
Net cash provided by operating activities$1,884 $2,639 
The decrease in net cash provided by operating activities during fiscal 2022, as compared to fiscal 2021, was primarily due to higher sports payments and entertainment production spending as well as lower Adjusted EBITDA.
Net cash used in investing activities for fiscal 2022 and 2021 was as follows (in millions):
For the years ended June 30,20222021
Net cash used in investing activities$(513)$(528)
The decrease in net cash used in investing activities during fiscal 2022, as compared to fiscal 2021, was primarily due to lower capital expenditures in connection with establishing the Company's standalone broadcast technical facilities placed into service in fiscal 2021, partially offset by higher fiscal 2022 acquisitions (See Note 3—Acquisitions, Disposals, and Other Transactions to the accompanying Financial Statements).
48

Net cash used in financing activities for fiscal 2022 and 2021 was as follows (in millions):
For the years ended June 30,20222021
Net cash used in financing activities$(2,057)$(870)
The increase in net cash used in financing activities during fiscal 2022, as compared to fiscal 2021, was primarily due to the $750 million repayment of senior notes that matured in January 2022 (See Note 9—Borrowings to the accompanying Financial Statements) and the absence of cash received from Disney in fiscal 2021, including the $462 million reimbursement related to the Divestiture Tax.
Stock Repurchase Program
See Note 11—Stockholders' Equity to the accompanying Financial Statements under the heading "Stock Repurchase Program."
Dividends
Dividends paid in fiscal 2022 totaled $0.48 per share of Class A Common Stock and Class B Common Stock. Subsequent to June 30, 2022, the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.25 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 28, 2022 with a record date for determining dividend entitlements of August 31, 2022.
Based on the number of shares outstanding as of June 30, 2022, and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2023 is approximately $275 million, which is consistent with fiscal 2022.
Sources and Uses of Cash—Fiscal 2021 vs. Fiscal 2020

Net cash provided by operating activities for fiscal 2021 and 2020 was as follows (in millions):

For the years ended June 30,

 

2021

 

 

2020

 

Net cash provided by operating activities

 

$

2,639

 

 

$

2,365

 

For the years ended June 30,20212020
Net cash provided by operating activities$2,639 $2,365 

The increase in net cash provided by operating activities during fiscal 2021, as compared to fiscal 2020, was comprised of higher Segment EBITDA and higher programming amortization over cash payments at the Television segment partially offset by higher advertising and affiliate billings along with higher tax payments.

Net cash used in investing activities for fiscal 2021 and 2020 was as follows (in millions):

For the years ended June 30,

 

2021

 

 

2020

 

For the years ended June 30,20212020

Net cash used in investing activities

 

$

(528

)

 

$

(1,100

)

Net cash used in investing activities$(528)$(1,100)

Net cash used in investing activities during fiscal 2021 was primarily comprised of payments related to investments


made in connection with establishing the Company’sCompany's standalone broadcast technical facilities as compared to the acquisitions of Tubi,TUBI, three television stations and Credible during fiscal 2020.

Net cash (used(used in) provided by financing activities for fiscal 2021 and 2020 was as follows (in millions):

For the years ended June 30,

 

2021

 

 

2020

 

For the years ended June 30,20212020

Net cash (used in) provided by financing activities

 

$

(870

)

 

$

146

 

Net cash (used in) provided by financing activities$(870)$146 

Net cash used in financing activities during fiscal 2021 was primarily comprised of repurchases of shares of the Company’sCompany's Common Stock and dividends paid to stockholders of $1.3 billion partially offset by the $462 million reimbursement from Disney related to the Divestiture Tax. The net cash provided by financing activities during fiscal 2020 was primarily due to the April 2020 issuance of $1.2 billion of senior notes, partially offset by repurchases of shares of the Company’sCompany's Common Stock and dividends paid of $935 million to stockholders during fiscal 2020.

Stock Repurchase Program

See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.”

Dividends

49

Dividends paid in fiscal 2021 totaled $0.46 per share of Class A Common Stock and Class B Common Stock. Subsequent to June 30, 2021, the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.24 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 29, 2021 with a record date for determining dividend entitlements of September 1, 2021.

Based on the number of shares outstanding as of June 30, 2021, and the new annual dividend rate stated above, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2022 is approximately $275 million.

Sources and Uses of Cash—Fiscal 2020 vs. Fiscal 2019

Net cash provided by operating activities for fiscal 2020 and 2019 was as follows (in millions):

For the years ended June 30,

 

2020

 

 

2019

 

Net cash provided by operating activities

 

$

2,365

 

 

$

2,524

 

The decrease in net cash provided by operating activities during fiscal 2020, as compared to fiscal 2019, was primarily due to a payment to the USGA for contract termination costs related to the associated programming rights, higher cash paid for interest as a result of the January 2019 issuance of $6.8 billion of senior notes and cash paid for income taxes as a result of operating as a standalone public company, partially offset by higher cash receipts at the Television segment.

Net cash used in investing activities for fiscal 2020 and 2019 was as follows (in millions):

For the years ended June 30,

 

2020

 

 

2019

 

Net cash used in investing activities

 

$

(1,100

)

 

$

(637

)

The increase in net cash used in investing activities during fiscal 2020, as compared to fiscal 2019, was primarily due to the acquisitions of Tubi, three television stations and Credible and the investment in Flutter, partially offset by the cash proceeds from the sale of the Company’s investment in Roku during fiscal 2020 as compared to the investments in The Stars Group, Caffeine, Inc. and Caffeine Studio, LLC during fiscal 2019 (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).

Net cash provided by (used in) financing activities for fiscal 2020 and 2019 was as follows (in millions):

For the years ended June 30,

 

2020

 

 

2019

 

Net cash provided by (used in) financing activities

 

$

146

 

 

$

(1,153

)


The change in net cash provided by (used in) financing activities during fiscal 2020, as compared to fiscal 2019, was primarily due to the April 2020 issuance of $1.2 billion of senior notes, partially offset by repurchases of shares of the Company’s Common Stock and dividends paid to the Company’s stockholders during fiscal 2020 as compared to the Net transfers to Twenty-First Century Fox, Inc. of $1.2 billion, the Dividend of $8.5 billion paid to 21CF net of the $2 billion cash payment received from Disney and the semi-annual cash dividend paid to the Company’s stockholders in June 2019, partially offset by the proceeds from the January 2019 issuance of $6.8 billion of senior notes during fiscal 2019. The nature of activities included in Net transfers (to) from Twenty-First Century Fox, Inc. includes financing activities, capital transfers, cash sweeps, other treasury services and corporate expenses.

Debt Instruments

The following table summarizes cash from borrowings and cash (used in) repayment of borrowings for fiscal 2022, 2021 2020 and 2019:

2020:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

 202220212020

 

(in millions)

 

 (in millions)

Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings   

Notes due 2025 and 2030(a)

 

$

-

 

 

$

1,191

 

 

$

-

 

Notes due 2025 and 2030(a)
$— $— $1,191 

Notes due 2022, 2024, 2029, 2039 and 2049(a)

 

 

-

 

 

 

-

 

 

 

6,750

 

Notes due 2022, 2024, 2029, 2039 and 2049(b)
Notes due 2022, 2024, 2029, 2039 and 2049(b)
(750)— — 

Total borrowings

 

$

-

 

 

$

1,191

 

 

$

6,750

 

Total borrowings$(750)$— $1,191 

(a)

(a)See Note 9—Borrowings to the accompanying Financial Statements under the heading “Public"Public Debt - Senior Notes Issued.”

"
(b)In January 2022, $750 million of 3.666% senior notes matured and were repaid in full (See Note 9—Borrowings to the accompanying Financial Statements).

Ratings of the Senior Notes

The following table summarizes the Company’sCompany's credit ratings as of June 30, 2021:

2022:

Rating Agency

Senior Debt

Outlook

Moody's

Rating Agency

Baa2

Senior Debt

Stable

Outlook

Moody's

Baa2Stable
Standard & Poor's

BBB

Stable

Revolving Credit Agreement

The Company has an unused five-year $1.0 billion unsecured revolving credit facility with a maturity date of March 2024 (See Note 9—Borrowings to the accompanying Financial Statements).

Commitments and Contingencies

The Company has commitments under certain firm contractual arrangements (“("firm commitments”commitments"), to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes the Company’s material firm commitments as of June 30, 2021:

 

 

As of June 30, 2021

 

 

 

Payments due by period

 

 

 

Total

 

 

1 year

 

 

2 - 3 years

 

 

4 - 5 years

 

 

After 5 years

 

 

 

(in millions)

 

Operating leases

 

$

589

 

 

$

103

 

 

$

201

 

 

$

140

 

 

$

145

 

Borrowings

 

 

8,000

 

 

 

750

 

 

 

1,250

 

 

 

600

 

 

 

5,400

 

Sports programming rights

 

 

36,905

 

 

 

4,371

 

 

 

8,219

 

 

 

7,447

 

 

 

16,868

 

Entertainment programming rights

 

 

1,122

 

 

 

787

 

 

 

319

 

 

 

16

 

 

 

-

 

Other commitments and contractual obligations

 

 

587

 

 

 

280

 

 

 

249

 

 

 

58

 

 

 

-

 

Total commitments, borrowings and contractual obligations

 

$

47,203

 

 

$

6,291

 

 

$

10,238

 

 

$

8,261

 

 

$

22,413

 

For additional details on commitments and contingencies see Note 14—Commitments and Contingencies to the accompanying Financial Statements under the headings “Operating"Operating leases,” “Sports programming rights” and “Other" "Licensed Programming," "Other commitments and contractual obligations.”

obligations" and "Contingencies."

Pension and other postretirement benefits and uncertain tax benefits

The table abovein Note 14—Commitments and Contingencies to the accompanying Financial Statements excludes the Company’sCompany's pension and other postretirement benefits (“OPEB”("OPEB") obligations and the gross unrecognized tax benefits for uncertain tax positions as the Company is unable to reasonably predict the ultimate amount and timing. The Company made contributions of $63$59 million and $30$63 million to its direct pension plans in fiscal 20212022 and 2020,2021, respectively. The majority of these contributions were voluntarily made to improve the funded status of the plans. Future plan contributions are dependent upon actual plan asset returns, interest rates and statutory requirements. Assuming that actual plan asset returns are consistent with the Company’sCompany's expected plan returns in fiscal 20222023 and beyond and that interest rates remain constant, the Company would not be required to make any material contributions to its pension plans for the immediate future. Required pension plan contributions for the next fiscal year are not expected to be material but the Company may make voluntary contributions in future periods. Payments due to participants under the Company’sCompany's pension plans are primarily paid out of underlying trusts. Payments due under the Company’sCompany's OPEB plans are not required to be funded in advance, but are paid as medical costs are incurred by covered retiree populations, and are principally dependent upon the future cost of retiree medical benefits under the Company’sCompany's OPEB plans. The Company does not expect its net OPEB payments to be material in fiscal 20222023 (See Note 15—15—Pension and Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’sCompany's pension and OPEB plans).

Contingencies

See Note 14—Commitments and Contingencies to the accompanying Financial Statements under the heading “Contingencies.”

50

CRITICAL ACCOUNTING POLICIES

An accounting policy is considered to be critical if it is important to the Company’sCompany's financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application. The development and selection of these critical accounting policies have been determined by management of the Company and the related disclosures have been reviewed with the Audit Committee of the Company’sCompany's Board of Directors. For the Company’sCompany's summary of significant accounting policies, see Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements.

Use of Estimates

See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Use"Use of Estimates.”

"

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the Company’sCompany's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.

The Company generates advertising revenue from sales of commercial time within the Company’sCompany's network programming to be aired by television networks and cable channels, and from sales of broadcast advertising time on the Company’sCompany's owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired. Certain of the Company’sCompany's advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments due shortly after the invoice date.

The Company generates affiliate fee revenue from affiliate agreements with traditional and digitalvirtual MVPDs for cable network programming and for the broadcast of the Company’sCompany's owned and operated television stations. In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from traditional and digitalvirtual MVPDs for their signals. Affiliate fee revenue is recognized at a point in time when the network programming is made available to the customer. For contracts with affiliate fees based on the number of the affiliate’saffiliate's subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the


contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts with payments due monthly.

The Company classifies the amortization of cable distribution investments (capitalized fees paid to traditional MVPDs to facilitate carriage of a cable network) against affiliate fee revenue in accordance with Accounting Standards Codification (“ASC”) 606-10-32-25 through 27, “Revenue Recognition—Consideration Payable to a Customer.”revenue. The Company defersamortizes the cable distribution investments and amortizes the amounts on a straight-line basis over the contract period.

Programming

Costs incurred in acquiring program rights or producing programs are accounted for in accordance with ASC 920, “Entertainment—Broadcasters.” Program

Inventories
The Company incurs costs to license programming rights and to produce owned programming. Licensed programming includes costs incurred by the related liabilities areCompany for access to content owned by third parties. The Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is recorded at the gross amountearlier of the liabilitiespayment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing. Television broadcast network entertainmentLicensed programming which includes acquired series, co-produced series, movies and otheris predominately amortized as the associated programs are amortized primarily on an accelerated basis. Management regularly reviews, and revises when necessary, its total revenue estimates on a contract basis, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value.

As a result of the evaluation of the recoverability of the unamortized costs associated with the Company’s programming rights, the Company recognized write-downs of approximately nil, $95 million and $55 million in fiscal 2021, 2020 and 2019, respectively, related to sports, entertainment and syndicated programming rights at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.

The Company has single and multi-year contracts for broadcast rights of programs and sports events.broadcast. The costs of multi-year national sports contracts at the FOX Network and the Company’s sports channels are primarily charged to expense and allocated to segmentsamortized based on the ratio of each contract's current period’speriod attributable revenue for each contract to the estimated total remaining attributable revenue for each contract.revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.

Owned programming includes content internally developed and produced as well as co-produced content. Capitalized costs for owned programming are predominately amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs to be incurred throughout the life of the respective program. When production
51

partners distribute owned programming on the Company's behalf, the net participation in profits is recorded as content license revenue.
Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs. The Company will determine if there is an impairment by evaluating the fair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs. Where an evaluation indicates unamortized costs, including advances on multi-year sports rights contracts, are not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an individual basis. Licensed programming is predominately monetized as a group and tested for impairment on a channel, network, or daypart basis. The recoverability of certain sports rights contracts for content broadcast on the FOX Network and the Company’s sports channels is assessed on an aggregate basis.

The Company recognized impairments of approximately $50 million, nil, and $95 million in fiscal 2022, 2021 and 2020, respectively, related to licensed and owned programming at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Consolidated Statements of Operations.

Goodwill and Other Intangible Assets

The Company’sCompany's intangible assets include goodwill, FCCFederal Communications Commission ("FCC") licenses, traditional MVPD affiliate agreements and relationships, andsoftware, trademarks and other copyrighted products. Intangible
The Company accounts for its business combinations under the acquisition method of accounting. The total cost of acquisitions is allocated to the underlying net assets acquired, in business combinations are recorded atbased on their respective estimated fair valuevalues at the date of acquisition. Goodwill is recorded as the difference between the consideration transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible net assets and is assigned to one or more reporting units for purposes of testing for impairment. The judgments made in determining the estimated fair value assigned to each class of intangible assets acquired, their reporting unit, as well as their useful lives can significantly impact net income.

The Company accounts for its business combinations under the acquisition method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. The excess of the consideration transferred over the estimated fair values of the tangible net assets acquired is recorded as intangibles, including goodwill. Amounts recorded as goodwill are assigned to one or more reporting units. Determining the fair value of assets acquired and liabilities assumed requires management’smanagement's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Identifying reporting units and assigning goodwill to them requires judgment involving the aggregation of business units with similar economic characteristics and the identification of existing business units that benefit from the acquired goodwill. The judgments made in determining the estimated fair value assigned to each class of intangible assets acquired, their reporting unit, as well as their useful lives can significantly impact net income. The Company allocates goodwill to disposed businesses using the relative fair value method.

Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with ASC 350 “Intangibles—Goodwill and Other.”impairment. The Company’sCompany's impairment review is based on among other methods, a discounted cash flow analysis and market-based valuation approach that requires significant management judgment. The Company uses its judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changechanges or competitive activities,


loss of key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.

The Company uses direct valuation methods to value identifiable intangibles for acquisition accounting and impairment testing. The direct valuation method used for FCC licenses requires, among other inputs, the use of published industry data that are based on subjective judgments about future advertising revenues in the markets where the Company owns television stations. This method also involves the use of management’smanagement's judgment in estimating an appropriate discount rate reflecting the risk of a market participant in the U.S. broadcast industry. The resulting fair values for FCC licenses are sensitive to these long-term assumptions and any variations to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.


During fiscal 2021,2022, the Company determined that the goodwill and indefinite-lived intangible assets included in the accompanying Consolidated Balance Sheet as of June 30, 2021,2022, were not impaired.impaired based on the Company's annual assessment. While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit in the Other, Corporate and Eliminations segment and a potential non-cash goodwill impairment charge. The estimated fair value of this
52

reporting unit was determined using a combination of the income approach, which incorporates the use of a discounted cash flow analysis, and the market approach, which incorporates the use of revenue multiples based on market data. Fair value exceeded the carrying value of this reporting unit by less than 20% as of June 30, 2022. Further adverse changes in market conditions may result in a partial or full impairment of the approximately $250 million of goodwill in this reporting unit as of June 30, 2022. The Company determined that there are no other reporting units with goodwill considered to be at risk of impairment as of June 30, 2022, and will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future impairment.

non-cash impairment charges.

See Note 2—Summary of Significant Accounting Policies to the accompanying Financial Statements under the heading “Annual"Annual Impairment Review”Review" for further discussion.

Income Taxes

The Company is subject to income tax primarily in various domestic jurisdictions. The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining the Company’sCompany's tax expense and in evaluating its tax positions, including evaluating uncertainties under ASC 740, “Income"Income Taxes.”

"

The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making this assessment, management analyzes future taxable income, reversing temporary differences and ongoing tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

Employee Costs

The measurement and recognition of costs of the Company’s pension and OPEB plans require the use of significant management judgments, including discount rates, expected return on plan assets and other actuarial assumptions.

The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements. Prior to the SeparationThe measurement and the Distribution, certainrecognition of costs of the Company’s employees participated in defined benefitCompany's pension and postretirementOPEB plans sponsored by 21CF (“Shared Plans”), which include participantsrequire the use of other 21CF subsidiaries. Shared Plans were accounted for as multiemployer benefit plans. Therefore, no asset or liability was recorded to recognize the funded status. In contemplation of the Separation and the Distribution, the pensionsignificant management judgments, including discount rates, expected return on plan assets and other postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees were transferred to the Company in fiscal 2019 (See Note 15—Pension and Other Postretirement Benefits to the accompanying Financial Statements).

actuarial assumptions.

For financial reporting purposes, net periodic pension expense is calculated based upon a number of actuarial assumptions, including a discount rate, an expected rate of return on plan assets and mortality. The Company considers current market conditions, including changes in investment returns and interest rates, in making these assumptions. The expected long-term rate of return is determined using the current target asset allocation of 40%35% equity securities, 48%55% fixed income securities and 12%10% in other investments, and applying expected future returns for the various asset classes and correlations amongst the asset classes. A portion of the otherfixed income investments is allocated to cash to pay near-term benefits.

The discount rate reflects the market rate for high-quality fixed income investments on the Company’sCompany's annual measurement date of June 30 and is subject to change each fiscal year. The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively


settled. The rate was determined by matching the Company’sCompany's expected benefit payments for the plans to a hypothetical yield curve developed using a portfolio of several hundred high-quality non-callable corporate bonds.

53

The key assumptions used in developing the Company’sCompany's fiscal 2022, 2021 2020 and 20192020 net periodic pension expense for its plans consist of the following:

 

2021

 

2020

 

2019

 202220212020

 

(in millions, except %)

 (in millions, except %)

Discount rate for service cost

 

 

2.9

 

%

 

 

3.7

 

%

 

 

4.6

 

%

Discount rate for service cost2.8 %2.9 %3.7 %

Discount rate for interest cost

 

 

2.2

 

%

 

 

3.2

 

%

 

 

4.1

 

%

Discount rate for interest cost2.1 %2.2 %3.2 %

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

Expected rate of return

 

 

6.5

 

%

 

 

7.0

 

%

 

 

7.0

 

%

Expected rate of return5.1 %6.5 %7.0 %

Actual return

 

$

195

 

 

 

$

24

 

 

 

$

50

 

 

Actual return$(152)$195 $24 

Expected return

 

 

50

 

 

 

 

55

 

 

 

 

30

 

 

Expected return50 50 55 

Actuarial gain (loss)

 

$

145

 

 

 

$

(31

)

 

 

$

20

 

 

Actuarial (loss) gainActuarial (loss) gain$(202)$145 $(31)

One year actual return

 

 

26.1

 

%

 

 

3.4

 

%

 

N/A

One year actual return(15.8)%26.1 %3.4 %

Discount rates are volatile from year to year because they are determined based upon the prevailing rates as of the measurement date. The Company will utilize discount rates of 2.8%4.8% and 2.1%4.5% in calculating the fiscal 20222023 service cost and interest cost, respectively, for its plans. The Company will use an expected long-term rate of return of 5.1%5.0% for fiscal 20222023 based principally on the future return expectation of the plans’plans' asset mix. The accumulated pre-tax net pre-tax losses on the Company’sCompany's pension and postretirement benefit plans as of June 30, 20212022 were $424$292 million which decreased from $556$424 million as of June 30, 2020.2021. This decrease of $132 million was primarily due to asset gainsthe change in the discount rate assumption utilized in measuring plan obligations, updates to other valuation assumptions and the recognition of deferred losses related to amortization partially offset by the change in discount rate assumption utilized in measuring plan obligations and other changes.asset losses. The overall accumulated pre-tax net losses as of June 30, 20212022 were primarily the result of changes in discount rates. Higher discount rates decrease the present value of benefit obligations and reduce the Company's accumulated net loss, which decreases the amortization component of subsequent-year pension expense. Lower discount rates increase the present valuesvalue of benefit obligations and increase the Company’s deferred losses and also increase subsequent-year pension expense. Higher discount rates decrease the present values of benefit obligations and reduces the Company’sCompany's accumulated net loss, and also decreasewhich increases the amortization component of subsequent-year pension expense. These deferred losses are being systematically recognized in future net periodic pension expense in accordance with ASC 715, “Compensation—"Compensation—Retirement Benefits.”" Unrecognized losses in excess of 10% of the greater of the market-related value of plan assets or the plans’plans' projected benefit obligation (“PBO”("PBO") are recognized over the average future service of the plan participants or average future life of the plan participants.

The Company made contributions of $59 million, $63 million $30 million and $83$30 million to its pension plans in fiscal 2022, 2021 2020 and 2019,2020, respectively. The majority of these contributions were voluntarily made to improve the funding status of the plans which were impacted by the economic conditions noted above. Future plan contributions are dependent upon actual plan asset returns, statutory requirements and interest rate movements. Assuming that actual plan returns are consistent with the Company’sCompany's expected plan returns in fiscal 20222023 and beyond and that interest rates remain constant, the Company would not be required to make any material statutory contributions to its pension plans for the immediate future. The Company will continue to make voluntary contributions as necessary to improve funded status.

Changes in net periodic pension expense may occur in the future due to changes in the Company’sCompany's expected rate of return on plan assets and discount rate resulting from economic events. The following table highlights the sensitivity of the Company’sCompany's pension obligations and expense to changes in these assumptions, assuming all other assumptions remain constant:

Changes in Assumption

Impact on Annual

Pension Expense

Impact on PBO

0.25 percentage point decrease in discount rate

Increase $4$3 million

Increase $44$32 million

0.25 percentage point increase in discount rate

Decrease $4$3 million

Decrease $42$30 million

0.25 percentage point decrease in expected rate of return on assets

Increase $2 million

-

—

0.25 percentage point increase in expected rate of return on assets

Decrease $2 million

-

—

54

Fiscal 20222023 net periodic pension expense for the Company’sCompany's pension plans is expected to decreaseincrease to approximately $50$65 million primarily due to asset gainslosses during fiscal 2021.


Recent Accounting Pronouncements

See Note 2—Summary of Significant Accounting Policies2022 and an increase in interest costs due to the accompanying Financial Statements under the heading “Recently Adopted and Recently Issued Accounting Guidance and the CARES Act.”

Caution Concerning Forward-Looking Statements

higher discount rates.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current fact are “forward-looking statements”"forward-looking statements" for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company’sCompany's financial performance; (ii) the Company’sCompany's plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook”"may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words.

Although the Company’sCompany's management believes that the expectations reflected in any of the Company’sCompany's forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’sCompany's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause the Company’sCompany's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’sCompany's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:

•

the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread and related weak macroeconomic conditions and increased market volatility;

•evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;

the impact of COVID-19 specifically on the Company, including content disruptions that negatively affect the timing, volume or popularity of the Company’s programming, particularly sports programming, and potential non-cash impairment charges resulting from significant declines in the Company’s estimated revenues or the expected popularity of the Company’s programming;

•declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers' expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies' ability to accurately reflect actual viewership levels;

evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and traditional MVPDs;

•further declines in the number of subscribers to MVPD services;

declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and elections cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies’ ability to accurately reflect actual viewership levels;

•the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms;

further declines in the number of subscribers to traditional MVPD services;

•the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread and related weak macroeconomic conditions and increased market volatility;

the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms;

•the impact of COVID-19 and other widespread health emergencies or pandemics specifically on the Company, including content disruptions that negatively affect the timing, volume or popularity of the Company's programming, particularly sports programming, and potential non-cash impairment charges resulting from significant declines in the Company's estimated revenues or the expected popularity of the Company's programming;

the highly competitive nature of the industry in which the Company’s businesses operate;

•the highly competitive nature of the industry in which the Company's businesses operate;

the popularity of the Company’s content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights;

•the popularity of the Company's content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights;

the Company’s ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all;

•the Company's ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all;

damage to the Company’s brands or reputation;

•damage to the Company's brands or reputation;

the inability to realize the anticipated benefits of the Company’s strategic investments and acquisitions;

•the inability to realize the anticipated benefits of the Company's strategic investments and acquisitions;

the loss of key personnel;

•

labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast;

55

•the loss of key personnel;

lower than expected valuations associated with one of the Company’s reporting units, indefinite-lived intangible assets, investments or long-lived assets;


•labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast;

•lower than expected valuations associated with the Company's reporting units, indefinite-lived intangible assets, investments or long-lived assets;

a degradation, failure or misuse of the Company’s network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information;

•a degradation, failure or misuse of the Company's network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information;

content piracy and signal theft and the Company’s ability to protect its intellectual property rights;

•content piracy and signal theft and the Company's ability to protect its intellectual property rights;

the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection;

•the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection;

changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered);

•changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered);

the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;

•the impact of any investigations or fines from governmental authorities, including FCC rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;

the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;

•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;

unfavorable litigation or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures;

•unfavorable litigation or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures;

changes in GAAP or other applicable accounting standards and policies;

•changes in GAAP or other applicable accounting standards and policies;

the Company’s ability to achieve the benefits it expects to achieve as a standalone, publicly traded company;

•the Company's ability to secure additional capital on acceptable terms;

increased costs in connection with the Company operating as a standalone, publicly traded company following the Distribution and the loss of synergies the Company enjoyed from operating as part of 21CF;

•the impact of any payments the Company is required to make or liabilities it is required to assume under the Separation Agreement and the indemnification arrangements entered into in connection with the Transaction; and

the Company’s ability to secure additional capital on acceptable terms;

•the other risks and uncertainties detailed in Item 1A. "Risk Factors" in this Annual Report.

the impact of any payments the Company is required to make or liabilities it is required to assume under the Separation Agreement and the indemnification arrangements entered into in connection with the Separation and the Distribution; and

•

the other risks and uncertainties detailed in Item 1A. “Risk Factors” in this Annual Report.

Forward-looking statements in this Annual Report speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.


ITEM 7A.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has exposure to two types of market risk: changes in interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes.

The following sections provide quantitative and qualitative information on the Company’sCompany's exposure to interest rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.

Interest Rates

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

Fixed and variable-rate debts are impacted differently by changes in interest rates. 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
56

such debt. As of June 30, 2021,2022, 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. Information on financial instruments with exposure to interest rate risk is presented below:

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Fair Value

 

 

 

 

 

 

 

 

Fair Value  

Borrowings: liability

 

$

(9,474

)

 

$

(9,746

)

Borrowings: liability$7,084 $9,474 

Sensitivity Analysis

 

 

 

 

 

 

 

 

Sensitivity Analysis

Potential change in fair values resulting from a 10% adverse change in quoted interest rates

 

$

(173

)

 

$

(190

)

Potential change in fair values resulting from a 10% adverse change in quoted interest rates$(270)$(173)

Stock Prices

The Company has common stock investments in publicly traded companies that are subject to market price volatility. Information on the Company’sCompany's investments with exposure to stock price risk is presented below:

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Fair Value

 

 

 

 

 

 

 

 

Fair Value  

Total fair value of common stock investments

 

$

788

 

 

$

531

 

Total fair value of common stock investments$435 $788 

Sensitivity Analysis

 

 

 

 

 

 

 

 

Sensitivity Analysis 

Potential change in fair values resulting from a 10% adverse change in quoted market prices

 

$

(79

)

 

$

(53

)

Potential change in fair values resulting from a 10% adverse change in quoted market prices$(43)$(79)

Concentrations of Credit Risk

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

"

57


ITEM 8.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FOX CORPORATION

INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Page

Page

59

60

63

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2021, 20202022, 2021 and 20192020

64

65

66

67

68


58

MANAGEMENT’S


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Fox Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’sCompany's internal control over financial reporting includes those policies and procedures that:

●

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

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

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

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

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

●

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

Fox Corporation’sCorporation are being made only in accordance with authorization of management and directors of Fox Corporation; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Fox Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. Also, the assessment of the effectiveness of internal control over financial reporting was made as of a specific date. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Company’sCompany's principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox Corporation’sCorporation's internal control over financial reporting as of June 30, 2021,2022, based on the framework set forth in “"Internal Control — Integrated Framework”" issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management determined that, as of June 30, 2021,2022, 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 and Combined Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2021,2022, has audited the Company’sCompany's internal control over financial reporting. Their report appears on the following page.


59


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Fox Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Fox Corporation’sCorporation's internal control over financial reporting as of June 30, 2021,2022, 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 “Company”"Company") maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021,2022, 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, 20212022 and 2020,2021, the related consolidated and combined statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended June 30, 2021,2022, and the related notes and our report dated August 10, 202112, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’sManagement's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

August 10, 2021

12, 2022

60


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Fox Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fox Corporation (the “Company”"Company") as of June 30, 20212022 and 2020,2021, the related consolidated and combined statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended June 30, 2021,2022, and the related notes (collectively referred to as the “consolidated"consolidated financial statements”statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 20212022 and 2020,2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021,2022, 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 Company’sCompany's internal control over financial reporting as of June 30, 2021,2022, 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 10, 202112, 2022 expressed an unqualified opinion thereon.

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.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

61

Assessment of realizability of deferred tax assets

Description of the Matter

As disclosed in Note 2 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company’sCompany's deferred tax assets. For the year ended June 30, 2021,2022, the Company had deferred tax assets before valuation allowances of $4.1$3.7 billion as disclosed in Note 16.


Auditing management’smanagement's assessment of recoverabilityrealizability 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.

How We Addressed the Matter in Our Audit

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 management’smanagement'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 management’smanagement's estimates of future taxable income by performing a look-back analysis of management’smanagement's historical estimates compared to actual results as well as compared management’smanagement'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.

Program rights amortization – National sports programming

Description of the Matter

As disclosed in Note 2 to the consolidated financial statements, the Company has programming rights, including single and multi-year contracts for broadcast rights of sports events.programming. The costs of multi-year sports contracts at the Company are primarily amortized based on the ratio of each contract's current period’speriod attributable revenue for each contract to the estimated total remaining attributable revenue for each contract.

revenue.

Auditing the amortization of the Company’sCompany'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.

How We Addressed the Matter in Our Audit

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 Company’sCompany's national sports programming, including controls over management’smanagement's review of the analysis and the significant assumptions used to develop the estimated future revenues. We also tested management’smanagement'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 management’smanagement's forecasts of estimated future revenues by performing a look-back analysis of management’smanagement'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 Company’sCompany's national sports programming resulting from changes in the assumptions.

/s/ Ernst & Young LLP

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

New York, New York

August 10, 2021

12, 2022

62


FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

Revenues

 

$

12,909

 

 

$

12,303

 

 

$

11,389

 

Revenues$13,974 $12,909 $12,303 

Operating expenses

 

 

(8,037

)

 

 

(7,807

)

 

 

(7,327

)

Operating expenses(9,117)(8,037)(7,807)

Selling, general and administrative

 

 

(1,807

)

 

 

(1,741

)

 

 

(1,419

)

Selling, general and administrative(1,920)(1,807)(1,741)

Depreciation and amortization

 

 

(300

)

 

 

(258

)

 

 

(212

)

Depreciation and amortization(363)(300)(258)

Impairment and restructuring charges

 

 

(35

)

 

 

(451

)

 

 

(26

)

Impairment and restructuring charges— (35)(451)

Interest expense

 

 

(395

)

 

 

(369

)

 

 

(203

)

Interest income

 

 

4

 

 

 

35

 

 

 

41

 

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

Other, net

 

 

579

 

 

 

(248

)

 

 

(19

)

Other, net(509)579 (248)

Income before income tax expense

 

 

2,918

 

 

 

1,464

 

 

 

2,224

 

Income before income tax expense1,694 2,918 1,464 

Income tax expense

 

 

(717

)

 

 

(402

)

 

 

(581

)

Income tax expense(461)(717)(402)

Net income

 

 

2,201

 

 

 

1,062

 

 

 

1,643

 

Net income1,233 2,201 1,062 

Less: Net income attributable to noncontrolling interests

 

 

(51

)

 

 

(63

)

 

 

(48

)

Less: Net income attributable to noncontrolling interests(28)(51)(63)

Net income attributable to Fox Corporation stockholders

 

$

2,150

 

 

$

999

 

 

$

1,595

 

Net income attributable to Fox Corporation stockholders$1,205 $2,150 $999 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Fox Corporation stockholders per share

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Fox Corporation stockholders per share:Net income attributable to Fox Corporation stockholders per share:

Basic

 

$

3.64

 

 

$

1.63

 

 

$

2.57

 

Basic$2.13 $3.64 $1.63 

Diluted

 

$

3.61

 

 

$

1.62

 

 

$

2.57

 

Diluted$2.11 $3.61 $1.62 

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


63


FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

Net income

 

$

2,201

 

 

$

1,062

 

 

$

1,643

 

Net income$1,233 $2,201 $1,062 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:

Benefit plan adjustments and other

 

 

99

 

 

 

(109

)

 

 

(89

)

Benefit plan adjustments and other92 99 (109)

Other comprehensive income (loss), net of tax

 

 

99

 

 

 

(109

)

 

 

(89

)

Other comprehensive income (loss), net of tax92 99 (109)

Comprehensive income

 

 

2,300

 

 

 

953

 

 

 

1,554

 

Comprehensive income1,325 2,300 953 

Less: Net income attributable to noncontrolling interests(a)

 

 

(51

)

 

 

(63

)

 

 

(48

)

Less: Net income attributable to noncontrolling interests(a)
(28)(51)(63)

Comprehensive income attributable to Fox Corporation stockholders

 

$

2,249

 

 

$

890

 

 

$

1,506

 

Comprehensive income attributable to Fox Corporation stockholders$1,297 $2,249 $890 

(a)

(a)Net income attributable to noncontrolling interests includes $25$(12) million, $33$25 million and $33 million for the fiscal years ended June 30, 2022, 2021 2020 and 2019,2020, respectively, relating to redeemable noncontrolling interests.

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


64


FOX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

As of June 30,

 

As of June 30,

 

2021

 

 

2020

 

20222021

ASSETS

 

 

 

 

 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

 

 

Current assets

Cash and cash equivalents

 

$

5,886

 

 

$

4,645

 

Cash and cash equivalents$5,200 $5,886 

Receivables, net

 

 

2,029

 

 

 

1,888

 

Receivables, net2,128 2,029 

Inventories, net

 

 

729

 

 

 

856

 

Inventories, net791 729 

Other

 

 

105

 

 

 

97

 

Other162 105 

Total current assets

 

 

8,749

 

 

 

7,486

 

Total current assets8,281 8,749 

Non-current assets

 

 

 

 

 

 

 

 

Non-current assets

Property, plant and equipment, net

 

 

1,708

 

 

 

1,498

 

Property, plant and equipment, net1,682 1,708 

Intangible assets, net

 

 

3,154

 

 

 

3,198

 

Intangible assets, net3,157 3,154 

Goodwill

 

 

3,435

 

 

 

3,409

 

Goodwill3,554 3,435 

Deferred tax assets

 

 

3,822

 

 

 

4,358

 

Deferred tax assets3,440 3,822 

Other non-current assets

 

 

2,058

 

 

 

1,801

 

Other non-current assets2,071 2,058 

Total assets

 

$

22,926

 

 

$

21,750

 

Total assets$22,185 $22,926 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

Current liabilities

 

 

 

 

 

 

 

 

Current liabilities

Borrowings

 

$

749

 

 

$

0

 

Borrowings$— $749 

Accounts payable, accrued expenses and other current liabilities

 

 

2,253

 

 

 

1,906

 

Accounts payable, accrued expenses and other current liabilities2,296 2,253 

Total current liabilities

 

 

3,002

 

 

 

1,906

 

Total current liabilities2,296 3,002 

Non-current liabilities

 

 

 

 

 

 

 

 

Non-current liabilities

Borrowings

 

 

7,202

 

 

 

7,946

 

Borrowings7,206 7,202 

Other liabilities

 

 

1,336

 

 

 

1,482

 

Other liabilities1,120 1,336 

Redeemable noncontrolling interests

 

 

261

 

 

 

305

 

Redeemable noncontrolling interests188 261 

Commitments and contingencies

 

 

 

 

 

 

 

 

Commitments and contingencies00

Equity

 

 

 

 

 

 

 

 

Equity

Class A common stock(a)

 

 

3

 

 

 

3

 

Class B common stock(b)

 

 

3

 

 

 

3

 

Class A Common Stock(a)
Class A Common Stock(a)
3 3 
Class B Common Stock(b)
Class B Common Stock(b)
3 3 

Additional paid-in capital

 

 

9,453

 

 

 

9,831

 

Additional paid-in capital9,098 9,453 

Retained earnings

 

 

1,982

 

 

 

674

 

Retained earnings2,461 1,982 

Accumulated other comprehensive loss

 

 

(318

)

 

 

(417

)

Accumulated other comprehensive loss(226)(318)

Total Fox Corporation stockholders' equity

 

 

11,123

 

 

 

10,094

 

Total Fox Corporation stockholders' equity11,339 11,123 

Noncontrolling interests

 

 

2

 

 

 

17

 

Noncontrolling interests36 2 

Total equity

 

 

11,125

 

 

 

10,111

 

Total equity11,375 11,125 

Total liabilities and equity

 

$

22,926

 

 

$

21,750

 

Total liabilities and equity$22,185 $22,926 

(a)

(a)
Class A common stockCommon Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 324,361,864307,496,876 shares and 343,608,673324,361,864 shares issued and outstanding at par as of June 30, 2022 and 2021, and 2020, respectively.

(b)

Class B common stockCommon Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 251,821,556243,122,595 shares and 261,078,355251,821,556 shares issued and outstanding at par as of June 30, 2022 and 2021, and 2020, respectively.

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


65


FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES   

Net income

 

$

2,201

 

 

$

1,062

 

 

$

1,643

 

Net income$1,233 $2,201 $1,062 

Adjustments to reconcile net income to cash provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to cash provided by operating activities

Depreciation and amortization

 

 

300

 

 

 

258

 

 

 

212

 

Depreciation and amortization363 300 258 

Amortization of cable distribution investments

 

 

22

 

 

 

24

 

 

 

38

 

Amortization of cable distribution investments18 22 24 

Impairment and restructuring charges, net of termination payments

 

 

35

 

 

 

133

 

 

 

26

 

Impairment and restructuring chargesImpairment and restructuring charges— 35 133 

Equity-based compensation

 

 

147

 

 

 

137

 

 

 

36

 

Equity-based compensation102 147 137 

Other, net

 

 

(579

)

 

 

248

 

 

 

19

 

Other, net509 (579)248 

Deferred income taxes

 

 

534

 

 

 

283

 

 

 

386

 

Deferred income taxes342 534 283 

Change in operating assets and liabilities, net of acquisitions and dispositions

 

 

 

 

 

 

 

 

 

 

 

 

Change in operating assets and liabilities, net of acquisitions and dispositions

Receivables and other assets

 

 

(269

)

 

 

224

 

 

 

(166

)

Receivables and other assets(79)(269)224 

Inventories net of program rights payable

 

 

190

 

 

 

181

 

 

 

197

 

Inventories net of programming payableInventories net of programming payable(301)190 181 

Accounts payable and accrued expenses

 

 

282

 

 

 

(87

)

 

 

231

 

Accounts payable and accrued expenses(54)282 (87)

Other changes, net

 

 

(224

)

 

 

(98

)

 

 

(98

)

Other changes, net(249)(224)(98)

Net cash provided by operating activities

 

 

2,639

 

 

 

2,365

 

 

 

2,524

 

Net cash provided by operating activities1,884 2,639 2,365 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

Property, plant and equipment

 

 

(484

)

 

 

(359

)

 

 

(235

)

Property, plant and equipment(307)(484)(359)

Acquisitions, net of cash acquired

 

 

(51

)

 

 

(1,061

)

 

 

0

 

Acquisitions, net of cash acquired(243)(51)(1,061)

Proceeds from dispositions, net

 

 

93

 

 

 

60

 

 

 

0

 

Proceeds from dispositions, net83 93 60 

Sale of investments

 

 

0

 

 

 

349

 

 

 

0

 

Sale of investments— — 349 

Purchase of investments

 

 

(86

)

 

 

(103

)

 

 

(338

)

Purchase of investments(28)(86)(103)

Other investing activities, net

 

 

0

 

 

 

14

 

 

 

(64

)

Other investing activities, net(18)— 14 

Net cash used in investing activities

 

 

(528

)

 

 

(1,100

)

 

 

(637

)

Net cash used in investing activities(513)(528)(1,100)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES
Repayment of borrowingsRepayment of borrowings(750)— — 

Borrowings

 

 

0

 

 

 

1,191

 

 

 

6,750

 

Borrowings— — 1,191 

Net transfers to Twenty-First Century Fox, Inc.

 

 

0

 

 

 

0

 

 

 

(1,233

)

Net dividend paid to Twenty-First Century Fox, Inc.

 

 

0

 

 

 

0

 

 

 

(6,500

)

Repurchase of shares

 

 

(1,001

)

 

 

(600

)

 

 

0

 

Repurchase of shares(1,000)(1,001)(600)

Non-operating cash flows from (to) The Walt Disney Company

 

 

112

 

 

 

(95

)

 

 

0

 

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

Settlement of Divestiture Tax prepayment

 

 

462

 

 

 

0

 

 

 

0

 

Settlement of Divestiture Tax PrepaymentSettlement of Divestiture Tax Prepayment— 462 — 

Dividends paid and distributions

 

 

(330

)

 

 

(335

)

 

 

(188

)

Dividends paid and distributions(307)(330)(335)

Purchase of subsidiary noncontrolling interest

 

 

(67

)

 

 

0

 

 

 

0

 

Purchase of subsidiary noncontrolling interest— (67)— 
Sale of subsidiary noncontrolling interestSale of subsidiary noncontrolling interest25 — — 

Other financing activities, net

 

 

(46

)

 

 

(15

)

 

 

18

 

Other financing activities, net(25)(46)(15)

Net cash (used in) provided by financing activities

 

 

(870

)

 

 

146

 

 

 

(1,153

)

Net cash (used in) provided by financing activities(2,057)(870)146 

Net increase in cash and cash equivalents

 

 

1,241

 

 

 

1,411

 

 

 

734

 

Net (decrease) increase in cash and cash equivalentsNet (decrease) increase in cash and cash equivalents(686)1,241 1,411 

Cash and cash equivalents, beginning of year

 

 

4,645

 

 

 

3,234

 

 

 

2,500

 

Cash and cash equivalents, beginning of year5,886 4,645 3,234 

Cash and cash equivalents, end of year

 

$

5,886

 

 

$

4,645

 

 

$

3,234

 

Cash and cash equivalents, end of year$5,200 $5,886 $4,645 

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


66


FOX CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

(IN MILLIONS)

 

 

Class A

 

 

Class B

 

 

Twenty-First Century

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

Total Fox

Corporation

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Common Stock

 

 

Fox, Inc.

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Stockholders'

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Investment

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Equity

 

 

Interests(a)

 

 

Equity

 

Balance, June 30, 2018

 

 

0

 

 

$

0

 

 

 

0

 

 

$

0

 

 

$

9,513

 

 

$

0

 

 

$

0

 

 

$

81

 

 

$

9,594

 

 

$

0

 

 

$

9,594

 

Adoption of new accounting standards(b)

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

143

 

 

 

0

 

 

 

0

 

 

 

(143

)

 

 

0

 

 

 

0

 

 

 

0

 

Net income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,036

 

 

 

0

 

 

 

559

 

 

 

0

 

 

 

1,595

 

 

 

15

 

 

 

1,610

 

Other comprehensive loss

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(89

)

 

 

(89

)

 

 

0

 

 

 

(89

)

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(143

)

 

 

0

 

 

 

(143

)

 

 

0

 

 

 

(143

)

Other

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

135

 

 

 

35

 

 

 

(59

)

 

 

0

 

 

 

111

 

 

 

(4

)

 

 

107

 

Net decrease in Twenty-First Century Fox, Inc. investment

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(964

)

 

 

0

 

 

 

0

 

 

 

(157

)

(c)

 

(1,121

)

 

 

0

 

 

 

(1,121

)

Conversion of Twenty-First Century Fox, Inc. investment

 

 

354

 

 

 

4

 

 

 

266

 

 

 

3

 

 

 

(9,863

)

 

 

9,856

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Balance, June 30, 2019

 

 

354

 

 

$

4

 

 

 

266

 

 

$

3

 

 

$

0

 

 

$

9,891

 

 

$

357

 

 

$

(308

)

 

$

9,947

 

 

$

11

 

 

$

9,958

 

Net income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

999

 

 

 

0

 

 

 

999

 

 

 

30

 

 

 

1,029

 

Other comprehensive loss

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(109

)

 

 

(109

)

 

 

0

 

 

 

(109

)

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(282

)

 

 

0

 

 

 

(282

)

 

 

0

 

 

 

(282

)

Shares repurchased

 

 

(12

)

 

 

(1

)

 

 

(5

)

 

 

0

 

 

 

0

 

 

 

(273

)

 

 

(326

)

 

 

0

 

 

 

(600

)

 

 

0

 

 

 

(600

)

Other

 

 

2

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

213

 

 

 

(74

)

 

 

0

 

 

 

139

 

 

 

(24

)

 

 

115

 

Balance, June 30, 2020

 

 

344

 

 

$

3

 

 

 

261

 

 

$

3

 

 

$

0

 

 

$

9,831

 

 

$

674

 

 

$

(417

)

 

$

10,094

 

 

$

17

 

 

$

10,111

 

Net income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2,150

 

 

 

0

 

 

 

2,150

 

 

 

26

 

 

 

2,176

 

Other comprehensive income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

99

 

 

 

99

 

 

 

0

 

 

 

99

 

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(272

)

 

 

0

 

 

 

(272

)

 

 

0

 

 

 

(272

)

Shares repurchased

 

 

(22

)

 

 

0

 

 

 

(9

)

 

 

0

 

 

 

0

 

 

 

(514

)

 

 

(487

)

 

 

0

 

 

 

(1,001

)

 

 

0

 

 

 

(1,001

)

Other

 

 

2

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

136

 

 

 

(83

)

 

 

0

 

 

 

53

 

 

 

(41

)

 

 

12

 

Balance, June 30, 2021

 

 

324

 

 

$

3

 

 

 

252

 

 

$

3

 

 

$

0

 

 

$

9,453

 

 

$

1,982

 

 

$

(318

)

 

$

11,123

 

 

$

2

 

 

$

11,125

 

 Class AClass BAdditional
Paid-in
Capital		Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)
Total Fox
Corporation
Stockholders'
Equity
Noncontrolling
Interests(a)
Total Equity
 Common StockCommon Stock
 SharesAmountSharesAmount
Balance, June 30, 2019354 $4 266 $3 $9,891 $357 $(308)$9,947 $11 $9,958 
Net income— — — — — 999 — 999 30 1,029 
Other comprehensive loss— — — — — — (109)(109)— (109)
Dividends— — — — — (282)— (282)— (282)
Shares repurchased(12)(1)(5)— (273)(326)— (600)— (600)
Other2 — — — 213 (74)— 139 (24)115 
Balance, June 30, 2020344 $3 261 $3 $9,831 $674 $(417)$10,094 $17 $10,111 
Net income— — — — — 2,150 — 2,150 26 2,176 
Other comprehensive income— — — — — — 99 99 — 99 
Dividends— — — — — (272)— (272)— (272)
Shares repurchased(22)— (9)— (514)(487)— (1,001)— (1,001)
Other2 — — — 136 (83)— 53 (41)12 
Balance, June 30, 2021324 $3 252 $3 $9,453 $1,982 $(318)$11,123 $2 $11,125 
Net income— — — — — 1,205 — 1,205 40 1,245 
Other comprehensive income— — — — — — 92 92 — 92 
Dividends— — — — — (273)— (273)— (273)
Shares repurchased(19)— (8)— (450)(550)— (1,000)— (1,000)
Other3 — (1)— 95 97 — 192 (6)186 
Balance, June 30, 2022308 $3 243 $3 $9,098 $2,461 $(226)$11,339 $36 $11,375 

(a)

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

(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.

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


67


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS


NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

The Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (now known as TFCF Corporation) (“21CF”("21CF") of all of the issued and outstanding common stock of FOX to 21CF stockholders (other than holders that were subsidiaries of 21CF) (the “Distribution”"Distribution") in accordance with the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc. Following the Distribution, 354 million and 266 million shares of the Company’sCompany's Class A Common Stock, par value $0.01 per share (the “Class"Class A Common Stock”Stock"), and Class B Common Stock, par value $0.01 per share (the “Class(the "Class B Common Stock”Stock" and, together with the Class A Common Stock, the “Common Stock”"Common Stock"), respectively, began trading independently on The Nasdaq Global Select Market (“Nasdaq”).Market. In connection with the Distribution, the Company entered into the Separation and Distribution Agreement, dated as of March 19, 2019 (the “Separation Agreement”"Separation Agreement"), with 21CF, which effected the internal restructuring (the “Separation”"Separation") whereby The Walt Disney Company ("Disney") acquired the remaining 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.became a wholly-owned subsidiary of Disney. The Separation and the Distribution were effected as part of a series of transactions contemplated by the AmendedAmended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF"21CF Disney Merger Agreement”Agreement"), by and among 21CF, The Walt Disney Company (“Disney”) and certain subsidiaries of Disney, pursuant to which, among other things, 21CF became a wholly-owned subsidiary of Disney.

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’sCompany's relationship withwith 21CF and Disney following the Separation. These includeSeparation including the Separation Agreement and 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 core transition services agreements will terminate in accordance with their terms by September 2021.agreement.

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

The Company also entered into a tax matters agreement withamong the Company, Disney and 21CF that governs the parties’parties' respective rights, responsibilities and obligations with respect to certain tax matters. Under the tax mattersthis agreement, 21CF will generally indemnify the Company against any taxes required to be reported on a consolidated or separate tax return of 21CF and/or any of its subsidiaries, including any taxes resulting from the Separation and the Distribution, and the Company will generally indemnify 21CF against any taxes required to be reported on a separate tax return of the Company or any of its subsidiaries. The Company was responsible for certain taxes resulting from the anticipated divestitures by Disney of certain assets, primarily the FOX Sports Regional Sports Networks (“RSNs”), which were sold by Disney during calendar year 2019. 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.

68

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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

The Company also entered into an employee matters agreement with 21CF that governs the parties’parties' obligations with respect to certain employee-related liabilities and certain employee benefit plans, programs, policies and other related matters for employees of the Company (See Note 12—12—Equity-Based Compensation and Note 15Compensation). The core transition services agreements entered into in connection with the Separation terminated in accordance with their terms in fiscal 2022.—Pension and Other Postretirement Benefits).

Basis of Presentation

The Company’sCompany's financial statements as of and for the years ended June 30, 2022, 2021 and 2020 are presented on a consolidated basis. The Company’s consolidated financial statements for the years ended June 30, 2021 and 2020 reflect the Company’s results of operations and cash flows as a standalone company, and the Company’s Consolidated Balance Sheets as of June 30, 2021 and 2020 consist of the Company’s consolidated balances.

Prior to the Distribution, which occurred on March 19, 2019, the Company’s combined financial statements were prepared on a standalone basis, derived from the consolidated financial statements and accounting records of 21CF.

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

68

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 NoteCORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13—Related Party Transactions and Twenty-First Century Fox, Inc. Investment undertheheading“Corporate Allocations and Twenty-First Century Fox, Inc. Investment”). The calculation of the Company’s income taxes involves considerable judgment and the use of both estimates and allocations.

Pursuant to the 21CF Disney Merger Agreement, immediately prior to the Distribution, the Company paid to 21CF a dividend in the amount of $8.5 billion (the “Dividend”"Dividend"). The final determination of the taxes in respect of the Separation and the Distribution for which the Company is responsible pursuant to the 21CF Disney Merger Agreement and a prepayment of the estimated taxes in respect of divestitures (collectively, the “Transaction Tax”"Transaction Tax") was $6.5 billion. Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion from Disney, which had the net effect of reducing the Dividend the Company paid to 21CF. The Transaction Tax included a prepayment of the Company’sCompany's share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the RSNs.FOX Sports Regional Sports Networks ("RSNs"), which were sold by Disney during calendar year 2019 ("Divestiture Tax"). This prepayment was in the amount of approximately $700 million. During the first

69

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

quarter of fiscal 2021, the Company and Disney reached an agreement to settle the majority of the prepaid Divestiture Tax and the Company received $462 million from Disney as reimbursement of the Company’sCompany's prepayment based upon the sales price of the RSNs. This reimbursement was recorded in Other, net in the Statement of Operations (See Note 21—20—Additional Financial Information under the heading “Other, net”"Other, net"). The balance of the prepaid Divestiture Tax is subject to adjustment in the future, but any such adjustment is not expected to have a material impact on the results of the Company.

As a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values. This will result in estimated annual tax deductions of approximately $1.5 billion, principally over the next several years related to the amortization of the additional tax basis. This amortization is estimated to reduce the Company’sCompany's annual cash tax liability by approximately $370 million per year at the current combined federal and state applicable tax rate of approximately 25%. Such estimates are subject to revisions, which could be material, based upon the occurrence of future events including, among other things, a refund of the prepayment discussed above.events.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation and combination

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

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

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

consolidation.

Any change in the Company’sCompany's ownership interest in a consolidated subsidiary, where a controlling financial interest is retained, is accounted for as an equity transaction. When the Company ceases to have a controlling financial interest in a consolidated subsidiary, the Company will recognize a gain or loss in net income upon deconsolidation.

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

Reclassifications and adjustments

Certain fiscal 20202021 and 20192020 amounts have been reclassified to conform to the fiscal 20212022 presentation.

Use of estimates

The preparation of the Company’sCompany's Financial Statements in conformity with U.S. generally accepted accounting principles (“GAAP”("GAAP") requires management to make estimates and assumptions that affect the amounts that are reported

70

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FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

amounts that are reported in the Financial Statements and accompanying disclosures. Although these estimates are based on management’smanagement's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.

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 pandemic. However, there could be industry-wide changes in consumer behavior due to the pandemic, such as increasing numbers of consumers canceling or foregoing subscriptions to multi-channel video programming distributor (“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”), National Football League (“NFL”) or college sports, it could result in a significantly greater adverse effect on the Company’s business, financial condition or results of operations than the Company has experienced thus far.

Cash and cash equivalents

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

Receivables

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

Receivables, net consist of:

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Total receivables

 

$

2,106

 

 

$

1,981

 

Total receivables$2,182 $2,106 

Allowances for doubtful accounts

 

 

(77

)

 

 

(93

)

Allowances for doubtful accounts(54)(77)

Total receivables, net

 

$

2,029

 

 

$

1,888

 

Total receivables, net$2,128 $2,029 

Inventories

Licensed and Owned Programming Rights

In accordance with ASC 920, “Entertainment—Broadcasters” (“ASC 920”),

The Company incurs coststo license programming rights and to produce owned programming. Licensed programming includes costs incurred in acquiring program rights or producing programsby the Company for the Cable Network Programmingaccess to content owned by third parties. The Company has single and Television segments, including advances, are capitalizedmulti-year contracts for sports and amortized over the license period or projected useful life of thenon-sports programming. Program rights and the related liabilities areLicensed programming is recorded at the gross amountearlier of the liabilitiespayment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing. Under ASC 920Licensed programming is predominately amortized as the Company classifies entertainment programming rights with a contract durationassociated programs are broadcast. The costs of longer than a year in non-current inventories, netmulti-year sports contracts are primarily amortized based on the Balance Sheet. Advancesratio of each contract's current period attributable revenue to the estimated total remaining attributable revenue. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.
Owned programming includes content internally developed and produced as well as co-produced content. Capitalized costs for owned programming are predominantly amortized using the individual-film-forecast-computation method, which is based on sports events expectedthe ratio of current period revenue to estimated total future remaining revenue, and related costs to be broadcast within one year and programs withincurred throughout the life of the respective program. When production partners distribute owned programming on the Company's behalf, the net participation in profits is recorded as content license revenue.
Inventories are evaluated for recoverability when an initial license period of one yearevent or circumstance occurs that indicates that fair value may be less are recorded in the current portion of inventories, net. Television broadcast network entertainment

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FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

programming, which includes acquired series, co-produced series, movies and other programs, are amortized primarily on an accelerated basis.

than unamortized costs. The Company has single and multi-year contracts for broadcast rights of programs and sports events. The Company evaluateswill determine if there is an impairment by evaluating the recoverabilityfair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs associated therewith, using total estimated advertising and other revenues attributable to the program material and considering the Company’s expectations of the usefulness of the program rights. The recoverability of entertainment programming is generally assessed on a contract basis and the recoverability of certain sports rights contracts for content broadcast on the FOX Network and the sports channels is assessed on an aggregate basis.costs. Where an evaluation indicates that theseunamortized costs, including advances on multi-year sports rights contracts, will result in an asset that isare not recoverable, amortization of rights is accelerated in an amount equal to the amount by which the unamortized costs exceed fair value. Owned programming is monetized and tested for impairment on an individual basis. Licensed programming is predominately monetized as a group and tested for impairment on a channel, network, or daypart basis. The costsrecoverability of multi-yearcertain sports contracts at the rights is assessed on an aggregate basis.

70

FOX Network and the sports channels are primarily amortized based on the ratio of each current period’s attributable revenue for each contract to the estimated total remaining attributable revenue for each contract. Estimates can change and, accordingly, are reviewed periodically and amortization is adjusted as necessary. Such changes in the future could be material.

CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Investments

Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Significant influence generally exists when the Company owns an interest between 20% and 50%.

In accordance with ASC 321 “Investments—"Investments—Equity Securities” (“Securities" ("ASC 321”321"), equity securitieswhich the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.issuer. All gains and losses on investments in equity securities are recognized in the Statements of Operations.

Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation is provided using the straight-line method over an estimated useful life of three to 40 years for buildings and leaseholds and three to 10 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Costs associated with the repair and maintenance of property are expensed as incurred. Changes in circumstances, such as technological advances, or changes to the Company’s business model or capital strategy, could result in the actual useful lives differing from the Company’s estimates. In those cases where the Company determines that the estimated useful life of property, plant and equipment should be shortened, the Company depreciates the asset over its revised remaining useful life, thereby increasing depreciation expense.

Goodwill and intangible assets

The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, MVPD affiliate agreements and relationships, and trademarks and other copyrighted products. Intangible assets acquired in business combinations are recorded at their estimated fair value at the date of acquisition. Goodwill is recorded as the difference between the consideration transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible net assets. Amounts recorded as goodwill are assigned to more than one reporting unit as of the acquisition date when more than one reporting unit is expected to benefit from the synergies of the combination. In accordance with ASC 350 “Intangibles—Goodwill and Other” (“ASC 350”), the Company’s goodwill and indefinite-lived intangible assets, which primarily consist of FCC licenses, are tested annually for impairment, or earlier, if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. The impairment assessment of indefinite-lived intangibles compares the fair value of the assets to their carrying value. Intangible assets with finite lives are generally amortized over their estimated useful lives. The average useful life of amortizable intangible assets ranges from three to 20 years.

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FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Annual Impairment Review

Goodwill

If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount after a qualitative assessment, the Company performs a quantitative impairment test to calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill. In performing the quantitative assessment, the Company determines the fair value of a reporting unit primarily by using discounted cash flow analysis and market-based valuation approach methodologies. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company’s estimated outlook and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable public company trading values. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

FCC licenses

The Company performs impairment reviews consisting of a comparison of the estimated fair value of the Company’s FCC licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical start-up scenario for a broadcast station in each of the markets the Company operates in. The significant assumptions used are the discount rate and terminal growth rates and operating margins, as well as industry data on future advertising revenues in the markets where the Company owns television stations. These assumptions are based on actual third-party historical performance and estimates of future performance in each market.

Leases

The Company has lease agreements primarily for office facilities and other equipment. At contract inception, the Company determines if a contract is or contains a lease and whether it is an operating or finance lease. The Company does not separate lease components from nonlease components for real estate leases.

For operating leases that have a lease term of greater than one year, the Company initially recognizes operating lease liabilities and right-of-use (“ROU”) assets at the lease commencement date, which is the date that the lessor makes an underlying asset available for use by the Company. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the present value of the Company’s obligation to make lease payments, primarily escalating fixed payments, over the lease term. The discount rate used to determine the present value of the lease payments is generally the Company’s incremental borrowing rate because the rate implicit in the lease is generally not readily determinable. The incremental borrowing rate for the lease term is determined by adjusting the Company’s unsecured borrowing rate for a similar term to approximate a collateralized borrowing rate. The Company's lease terms for each of its leases represents the noncancelable period for which the Company has the right to use an underlying asset, together with all of the following: (i) periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; (ii) periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option; and (iii) periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. The Company recognizes lease payments as lease expense on a straight-line basis over the lease term.

The Company’s operating ROU assets are included in Other non-current assets and the Company’s current and non-current operating lease liabilities are included in Accounts payable, accrued expenses and other current liabilities and Other liabilities, respectively, in the Company’s Balance Sheet (See Note 21—Additional Financial Information).

73

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Asset impairments

Investments

Operations.

Equity method investments are reviewed for impairment by comparing their fair value to their respective carrying amounts. The Company determines the fair value of its private company investments by considering available information, including recent investee equity transactions, discounted cash flow analyses, estimates based on comparable public company operating multiples and, in certain situations, balance sheet liquidation values. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline in market value has occurred, including the length of time and extent to which the market value has been below cost, the financial condition and near-term prospects of the issuer of the security, the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value and other factors influencing the fair market value, such as general market conditions.

The Company regularly reviews equity securities not accounted for using the equity method or at fair value for impairment based on a qualitative assessment which includes, but is not limited to (i) significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee, (ii) significant adverse changes in the regulatory, economic or technological environment of the investee and (iii) significant adverse changes in the general market condition of either the geographical area or the industry in which the investee operates. If an equity security is impaired, an impairment loss is recognized in the Statements of Operations equal to the difference between the fair value of the investment and its carrying amount.

Property, plant and equipment
Property, plant and equipment are stated at cost. Depreciation is provided using the straight-line method over an estimated useful life of three to 40 years for buildings and leaseholds and three to 10 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Costs associated with the repair and maintenance of property are expensed as incurred. Changes in circumstances, such as technological advances, or changes to the Company's business model or capital strategy, could result in the actual useful lives differing from the Company's estimates. In those cases where the Company determines that the estimated useful life of property, plant and equipment should be shortened, the Company depreciates the asset over its revised remaining useful life, thereby increasing depreciation expense.
Goodwill and other intangible assets
The Company's intangible assets include goodwill, Federal Communications Commission ("FCC") licenses, traditional MVPD affiliate agreements and relationships, software and trademarks and other copyrighted products. Intangible assets acquired in business combinations are recorded at their estimated fair value at the date of acquisition. Goodwill is recorded as the difference between the consideration transferred to acquire entities and the estimated fair values assigned to their tangible and identifiable intangible net assets. Amounts recorded as goodwill are assigned to more than one reporting unit as of the acquisition date when more than one reporting unit is expected to benefit from the synergies of the combination. The Company's goodwill and indefinite-lived intangible assets, which primarily consist of FCC licenses, are tested annually for impairment, or earlier, if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. The impairment assessment of indefinite-lived intangibles compares the fair value of the assets to their carrying value. Intangible assets with finite lives are generally amortized over their
71

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
estimated useful lives. The weighted average useful life of amortizable intangible assets is approximately 10 years.
Annual Impairment Review
Goodwill
If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount after a qualitative assessment, the Company performs a quantitative impairment test to compare the fair value of each reporting unit to its carrying amount, including goodwill. In performing the quantitative assessment, the Company determines the fair value of a reporting unit primarily by using discounted cash flow analysis and market-based valuation approach methodologies. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company's estimated outlook and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable public company trading values. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
During fiscal 2022, the Company determined that the goodwill and indefinite-lived intangible assets included in the Balance Sheet as of June 30, 2022, were not impaired based on the Company's annual assessment. While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit in the Other, Corporate and Eliminations segment and a potential non-cash goodwill impairment charge. The estimated fair value of this reporting unit was determined using a combination of the income approach, which incorporates the use of a discounted cash flow analysis, and the market approach, which incorporates the use of revenue multiples based on market data. Fair value exceeded the carrying value of this reporting unit by less than 20% as of June 30, 2022. Further adverse changes in market conditions may result in a partial or full impairment of the approximately $250 million of goodwill in this reporting unit as of June 30, 2022. The Company determined that there are no other reporting units at risk of impairment as of June 30, 2022, and will continue to monitor its goodwill and indefinite-lived intangible assets for any possible future non-cash impairment charges.
FCC licenses
The Company performs impairment reviews by comparing the estimated fair value of the Company's FCC licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical start-up scenario for a broadcast station in each of the markets the Company operates in. The significant assumptions used are the discount rate and terminal growth rates and operating margins, as well as industry data on future advertising revenues in the markets where the Company owns television stations. These assumptions are based on actual third-party historical performance and estimates of future performance in each market.
Leases
The Company has lease agreements primarily for office facilities and other equipment. At contract inception, the Company determines if a contract is or contains a lease and whether it is an operating or finance lease. The Company does not separate lease components from nonlease components for real estate leases.
For operating leases that have a lease term of greater than one year, the Company initially recognizes operating lease liabilities and right-of-use ("ROU") assets at the lease commencement date, which is the date that the lessor makes an underlying asset available for use by the Company. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the present value of the Company's obligation to make lease payments, primarily escalating fixed payments, over the lease term.
72

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The discount rate used to determine the present value of the lease payments is generally the Company's incremental borrowing rate because the rate implicit in the lease is generally not readily determinable. The incremental borrowing rate for the lease term is determined by adjusting the Company's unsecured borrowing rate for a similar term to approximate a collateralized borrowing rate. The Company's lease terms for each of its leases represents the noncancelable period for which the Company has the right to use an underlying asset, together with all of the following: (i) periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; (ii) periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option; and (iii) periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term.
The Company's operating ROU assets are included in Other non-current assets and the Company’s current and non-current operating lease liabilities are included in Accounts payable, accrued expenses and other current liabilities and Other liabilities, respectively, in the Company's Balance Sheet (See Note 20—Additional Financial Information).
Long-lived assets

asset impairments

ASC 360, “Property,"Property, Plant, and Equipment,”" ASC 842, “Leases”"Leases" and ASC 350 require that the Company periodically review the carrying amounts of its long-lived assets, including property, plant and equipment, ROU assets and finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized and is measured as the amount by which the carrying value of such asset or asset group exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less their costs to sell.

Revenue recognition

Revenue is recognized when control of the promised goods or services is transferred to the Company’sCompany's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.

The Company generates advertising revenue from sales of commercial time within the Company’sCompany's network programming to be aired by television networks and cable channels, and from sales of broadcast advertising time on the Company’sCompany's owned and operated television stations and various digital properties. Advertising revenue from customers, primarily advertising agencies, is recognized as the commercials are aired. Certain of the Company’sCompany's advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions. Revenues for any audience deficiencies are deferred until the guaranteed number of impressions is met, by providing additional advertisements. Advertising contracts, which are generally short-term, are billed monthly for the spots aired during the month, with payments due shortly after the invoice date.

The Company generates affiliate fee revenue from affiliate agreements with traditional and digitalvirtual MVPDs (as(as defined in Note 17—Segment Information) for cable network programming and for the broadcast of the Company’sCompany's owned and operated television stations. In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from traditional and digitalvirtual MVPDs for their signals. Affiliate fee revenue is recognized at a point in time when the network programming is made available to the customer. For contracts with affiliate fees based on the number of the affiliate’saffiliate's subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price

74

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts with payments due monthly.

73

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company classifies the amortization of cable distribution investments (capitalized fees paid to traditional MVPDs to facilitate carriage of a cable network) against affiliate fee revenue in accordance with ASC 606-10-32-25 through 27, “Revenue Recognition—Consideration Payable to a Customer.”revenue. The Company defersamortizes the cable distribution investments and amortizes the amounts on a straight-line basis over the contract period.

Other revenue primarily includes revenue generated from the Company's content licensing agreements and revenue from production services and rentals. Revenue from content licensing agreements is recognized when the content is made available under the content licensing agreements. Production services and rental revenues are recognized as the goods or services are delivered.
Advertising expenses

The Company expenses advertising costs as incurred. The Company incurred in accordance with ASC 720-35, “Other Expenses—Advertising Cost.” Advertisingadvertising expenses recognized totaledof $708 million, $558 million $425 million and $388$425 million for fiscal 2022, 2021 and 2020, and 2019, respectively.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“"Income Taxes" ("ASC 740”740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established where management determines that it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings per share

Basic earnings per share for the Class A Common Stock and Class B Common Stock is calculated by dividing Net income attributable to Fox Corporation stockholders by the weighted average number of outstanding shares of Class A Common Stock, including vested restricted stock units (“RSUs”("RSUs"), and Class B Common Stock. Diluted earnings per share for the Class A Common Stock and Class B Common Stock is calculated similarly, except that the calculation for the Class A Common Stock includes the dilutive effect of the assumed issuance of the shares issuable under the Company’sCompany's equity-based compensation plan.

On March 19, 2019, the date of the Distribution, 621 million shares of the Company’s Common Stock were distributed to 21CF stockholders (other than holders that were subsidiaries of 21CF). These 621 million shares have been utilized for the calculation of basic and diluted earnings per share for all periods presented that ended prior to the date of the Distribution as no shares of common stock or equity-based awards of the Company were outstanding prior to that date (See Note 12—Equity-Based Compensation).

Equity-based compensation

The Company accounts for share-based payments in accordance with ASC 718, “Compensation—"Compensation—Stock Compensation” (“Compensation" ("ASC 718”718"). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Financial Statements. ASC 718 establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair value-based measurement method in accounting for generally all share-based payment transactions with employees. The Company recognizes compensation cost for awards granted that have only service requirements and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. The Company accounts for forfeitures when they occur.

For periods prior to the Distribution, the Company’s employees participated in 21CF’s equity-based compensation plans. Equity-based compensation expense was allocated to the Company based on the awards and terms previously granted to the Company employees. In connection with the Distribution, certain 21CF equity awards were converted into new equity awards of the Company (See Note 12—Equity-Based Compensation).

75

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Financial instruments

The carrying value of the Company’sCompany's financial instruments, such as cash and cash equivalents, receivables, payables and investments accounted for using the measurement alternative in accordance with ASC 321, approximates fair value. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market.

Redeemable noncontrolling interests

The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing"Distinguishing Liabilities from Equity,”" because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded are put rights held by minority shareholders in a majority-owned sports network and in Credible Labs Inc. (“Credible”("Credible"). and an entertainment production company. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date. If a redeemable noncontrolling interest is redeemable at fair value, adjustments to the carrying amount are recorded in retained earnings. If a redeemable noncontrolling interest is redeemable at an amount in excess of fair value, the portion
74

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
of the adjustment that reflects a redemption in excess of fair value is presented within net income attributable to noncontrolling interests in the Statements of Operations.

Concentrations of credit risk

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

Generally, the Company does not require collateral to secure receivables. As of June 30, 2021,2022, the Company had 1 customer that accounted for approximately 11% of the Company’s receivables.As of June 30, 2020, the Company had 0 individualno customers that accounted for 10% or more of the Company’sCompany's receivables.

Recently Adopted and Recently Issued Accounting Guidance and the CARES Act

Adopted

InAs of June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), as amended. On July 1, 2020,30, 2021, the Company adopted ASU 2016-13 on a modified retrospective basis. The amendments in ASU 2016-13 require, among other things, financial assets measured at amortized cost basis to be presented at the net amount expected to be collected as compared to previous GAAP which delayed recognition until it was probable a loss had been incurred. The adoption of ASU 2016-13 did not have a material impact on the Company’s Financial Statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accountingone individual customer that accounted for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). On July 1, 2020, the Company adopted ASU 2018-15 on a prospective basis. The amendments in ASU 2018-15 require implementation costs incurred in a hosting arrangement that is a service contract to be capitalized using the same guidance for capitalizing implementation costs incurred to develop or obtain internal-use software. In addition, ASU 2018-15 provides guidance regarding the term over which capitalized implementation costs are to be amortized and requires specific financial statement presentation and disclosures. The adoption of ASU 2018-15 did not have a material impact on the Company’s Financial Statements.

In March 2019, the FASB issued ASU 2019-02, “Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials” (“ASU 2019-02”). On July 1, 2020, the Company adopted ASU 2019-02 on a prospective basis and reclassified entertainment programming rights, with a contract duration of longer than a year, that were previously classified as the current portion of inventories, net to non-current inventories, net on the Balance Sheet. The amendments in ASU 2019-02 align the accounting treatment for production costs of episodic television series with the accounting treatment for production costs of films. In addition,

76

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

ASU 2019-02 modifies certain aspectsapproximately 11% of the amortization, impairment, presentation and disclosure requirements in ASC 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350, including eliminating the balance sheet classification guidance. The adoption of ASU 2019-02 did not have a significant impact on the Company’s Financial Statements.Company's receivables.

CARES Act

In March 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act includes provisions relating to refundable payroll tax credits, deferral of the employer portion of certain payroll taxes, net operating loss carryback periods, modifications to net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company does not expect these changes to have a material impact on its financial statements.

NOTE 3. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

Acquisitions are accounted for under ASC 805, “Business Combinations” (“"Business Combinations" ("ASC 805”805"), which requires, among other things, that an acquirer record any noncontrolling interests in an acquiree at their acquisition date fair value.

These

The Company's acquisitions support the Company’sCompany's strategy to strengthen its core brands and leverageto selectively enhance production capabilities for its sports broadcasting rightsdigital and expand their reach beyond their traditional linear businesses.platforms. For these acquisitions, the initial accounting for the business combination, including the allocation of the consideration transferred, is based on provisional amounts. The amounts allocated to intangiblesintangible assets and goodwill, the estimates of useful lives and the related amortization expense are subject to changes pending the completion of the final valuations of certain assets and liabilities. A change in the allocation of consideration transferred and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.

For

Fiscal 2022 and 2021
During fiscal 2022, the Company made acquisitions, primarily consisting of 3 entertainment production companies, for total cash consideration of approximately $240 million. During fiscal 2021, the Company made 1 acquisition consisting of a digital media company and disposed of its sports marketing businesses. The incremental revenues and Segment EBITDA (as defined in Note 17—Segment Information), related to the fiscal 2022 acquisitions below,and the fiscal 2021 acquisition and disposals, included in the Company’sCompany's consolidated results of operations, were not material individually or in the aggregate.

The Company finalized its purchase price accounting for the fiscal 2021 acquisition during the fourth quarter of fiscal 2022 without any material adjustments.

Fiscal 2021

2020

Acquisitions and Disposals

Outkick Media

Credible Acquisition

In June 2021,October 2019, the Company acquired Outkick Media, LLC,67% of the equity in Credible, a digital media company focused on the intersection of sports, news and entertainment.

Sports Marketing Business Divestiture

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

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

Fiscal 2020

Acquisitions and Disposals

Tubi Acquisition

In April 2020, the Company acquired Tubi, Inc. (“Tubi”), a free advertising-supported video-on-demand (“AVOD”) service,U.S. consumer finance marketplace, for approximately $445$260 million in cash (the “Tubi Acquisition”"Credible Acquisition"), net of cash acquired. The remaining 33% of Credible not owned by the Company was recorded at fair value on the acquisition date based on the Company's valuation of Credible's business using a market approach (a Level 3 measurement as defined in Note 6—Fair Value). The consideration transferred of approximately $470$260 million has been allocated, based on a final valuation of 100% of Credible, as follows: approximately $130$75 million to intangible assets with useful lives ranging from threefive to 10 years; approximately $320$285 million representing goodwill; approximately $(110) million to redeemable noncontrolling interests and the remainder to other net assets. The goodwill, which is not tax deductible, reflects the synergies and increased market penetration and synergies expected from combining the operations of TubiCredible and the Company. Additional consideration, in the form of

77

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

deferred consideration and unvested options, totaling approximately $45 million, may be due over a three-year period following the closing of the transaction and will be recognized as compensation expense over that period. The Company finalized its purchase price accounting for the acquisition during the fourthsecond quarter of fiscal 2021 without any material adjustments. The Company financed the Tubi Acquisition principally with the net proceeds from the sale of its investment in Roku, Inc. (“Roku”) as discussed below.

75

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Television Stations Acquisition and Divestiture

In March 2020, the Company acquired 3 television stations (FOX-affiliate(FOX-affiliate KCPQ and MyNetworkTV-affiliate KZJO located in Seattle, Washington and FOX-affiliate WITI located in Milwaukee, Wisconsin) for approximately $350 million in cash from Nexstar Media Group, Inc. (“Nexstar”("Nexstar"). As part of this transaction, the Company sold Nexstar 2 television stations (FOX-affiliate WJZY and MyNetworkTV-affiliate WMYT located in Charlotte, North Carolina) for approximately $45 million in cash. The consideration transferred of approximately $350 million for the stations the Company acquired has been allocated, based on a final valuation, as follows: approximately $210 million to intangible assets, of which approximately $110 million has been allocated to FCC licenses with indefinite lives and approximately $100 million to amortizable intangible assets, primarily retransmission agreements with useful lives of eight years; approximately $30 million to property, plant and equipment; and the balance to goodwill. The goodwill, which is tax deductible, reflects the increased synergies and market penetration expected from combining the operations of the 3 television stations with those of the Company. The Company finalized its purchase price accounting for the acquisition during the third quarter of fiscal 2021 without any material adjustments.
TUBI

Credible Acquisition

In October 2019,April 2020, the Company acquired 67% of the equity in Credible,Tubi, Inc. ("TUBI"), a U.S. consumer finance marketplace,free advertising-supported video-on-demand ("AVOD") service, forapproximately $260$445 million in cash (the “Credible Acquisition”"TUBI Acquisition"), net of cash acquired. The remaining 33% of Credible not owned by the Company was recorded at fair value on the acquisition date based on the Company’s valuation of Credible’s business using a market approach (a Level 3 measurement as defined in Note 6—Fair Value). The consideration transferred of approximately $260$470 million has been allocated, based on a final valuation, of 100% of Credible, as follows: approximately $75$130 million to intangible assets with useful lives ranging from fivethree to 10 years; approximately $285$320 million representing goodwill; approximately $(110) million to redeemable noncontrolling interests and the remainder to other net assets. The goodwill, which is not tax deductible, reflects the synergies and increased market penetration and synergies expected from combining the operations of CredibleTUBI and the Company. Additional consideration, in the form of deferred consideration and unvested options, totaling approximately $45 million, may be due over a three-year period following the closing of the transaction and will be recognized as compensation expense over that period. The Company finalized its purchase price accounting for the acquisition during the secondfourth quarter of fiscal 2021 without any material adjustments.

The Company financed the TUBI Acquisition principally with the net proceeds from the sale of its investment in Roku, Inc. ("Roku") as discussed below.

Other Transactions

Flutter

78

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

In May 2019, the Company and The Stars Group Inc. (“("The Stars Group”Group"), now a subsidiary of Flutter Entertainment plc (“Flutter”("Flutter") and part of Flutter’sFlutter's U.S. operations, announced plans to launch FOX Bet, a national media and sports wagering partnership in the U.S. The partnership was launched in the first quarter of fiscal 2020 and FOX Sports and The Stars Group entered into a long-term commercial arrangement through which FOX Sports provides Flutter with an exclusive license to use certain FOX Sports trademarks.trademarks. In addition, the Company invested $236 million to acquire a 4.99% equity interest in The Stars Group, and, subject to certain conditions and applicable gaming regulatory approvals, FOX Sports has an option until August 2029 to acquire up to 50% of the equity in the U.S. business of The Stars Group. In May of 2020, the Company’sCompany's equity interest in The Stars Group was converted into Flutter equity in connection with the combination of The Stars Group and Flutter (the “Combination”"Combination"). In connection with the Combination,, FOX Sports received the right to acquire an approximately 18.5% equity interest in FanDuel Group, a majority-owned subsidiary of Flutter, at a price set forth in the relevant agreement (structured as a 10-year option from 2021, subject to a carrying value adjustment), which is currently the subject of ongoing arbitration proceedings.proceedings. The Company made additional equity investments in Flutter in fiscal 2021 and fiscal 2020 of approximately $55 million and $100 million, respectively. As of June 30, 2021,2022, the Company has an approximately 2.5%2.5% equity stake in Flutter. The Company accounts for the investment in Flutter at fair value (See Note 6—Fair Value)Value).

Roku

In March 2020, the CompanyCompany sold its investment in Roku for approximately $340 million. The Company recorded a loss of approximately $210 million for fiscal 2020 related to the change in the fair value of its investment in Roku prior to disposition, which was recorded in Other, net in the Statement of Operations (See(See Note 21—20—Additional Financial Information)Information). The Company purchased its investment in Roku for approximately $40 million.

Fiscal 2019

Other Transactions

Caffeine and Caffeine Studios

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

76
using the measurement alternative method in accordance with ASC 321
and Caffeine Studios using the equity method.

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. RESTRUCTURING PROGRAMS

Fiscal 2021

During fiscal 2021, the Company recorded $35 million in restructuring charges, which were primarily comprised of severance costs at the Cable Network Programming segment.

Fiscal 2020

During fiscal 2020, the Company recorded restructuring charges at the Cable Network Programming and Television segments of approximately $425 million reflecting contract termination costs related to a programming rights agreement with the United States Golf Association (the “USGA”"USGA") for the broadcast of USGA events on the Company’sCompany's networks, including the write-off of approximately $75 million of programming rights advances. The Company paid approximately $320 million to the USGA in June 2020 for the contract termination.

Changes in the restructuring program liabilities were as follows:

 

One time

termination

benefits

 

 

Contract

termination

costs

 

 

Total

 

 

(in millions)

 

One time
termination
benefits
Contract
termination
costs
Total

Balance, June 30, 2018

 

$

(37

)

 

$

0

 

 

$

(37

)

Additions

 

 

(26

)

 

 

0

 

 

 

(26

)

Payments

 

 

23

 

 

 

0

 

 

 

23

 

(in millions)

Balance, June 30, 2019

 

$

(40

)

 

$

0

 

 

$

(40

)

Balance, June 30, 2019$(40)$— $(40)

Additions

 

 

(24

)

 

 

(427

)

 

 

(451

)

Additions(24)(427)(451)

Payments

 

 

26

 

 

 

397

 

(a)

 

423

 

Payments26 397 (a)423 

Balance, June 30, 2020

 

$

(38

)

 

$

(30

)

 

$

(68

)

Balance, June 30, 2020$(38)$(30)$(68)

Additions

 

 

(39

)

 

 

4

 

 

 

(35

)

Additions(39)4 (35)

Payments

 

 

61

 

 

 

4

 

 

 

65

 

Payments61 4 65 

Balance, June 30, 2021

 

$

(16

)

 

$

(22

)

 

$

(38

)

Balance, June 30, 2021$(16)$(22)$(38)
PaymentsPayments8 3 11 
Balance, June 30, 2022Balance, June 30, 2022$(8)$(19)$(27)

(a)

(a)Includes the write-off of approximately $75 million of programming rights advances.

Restructuring charges are recorded in Impairment and restructuring charges in the Statements of Operations. As of June 30, 20212022 and 2020,2021, restructuring liabilities of approximately $20$15 million and $40$20 million, respectively, were included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets and the balance of the accrual was included in Non-current Other liabilities in the Balance Sheets.

79

77


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 5. INVENTORIES, NET

The Company’sCompany's inventories were comprised of the following:

 

As of June 30,

 

 

2021

 

 

2020

 

As of June 30,

 

(in millions)

 

20222021

Sports programming rights

 

$

573

 

 

$

674

 

Entertainment programming rights

 

 

355

 

 

 

384

 

(in millions)
Licensed programming, including prepaid sports rightsLicensed programming, including prepaid sports rights$975 $811 
Owned programmingOwned programming337 117 

Total inventories, net

 

 

928

 

 

 

1,058

 

Total inventories, net1,312 928 

Less: current portion of inventories, net

 

 

(729

)

 

 

(856

)

Less: current portion of inventories, net(791)(729)

Total non-current inventories, net

 

$

199

 

 

$

202

 

Total non-current inventories, net$521 $199 
Owned programmingOwned programming
ReleasedReleased$205 $48 
In-process or otherIn-process or other132 69 
TotalTotal$337 $117 

The following table presents the aggregate amortization expense related to the programming rights was approximately $5.9 billion for the year ended June 30, 2021, which isinventories, net included in Operating expensesExpenses in the StatementsStatement of Operations.

Operations:

For the years ended June 30,
20222021
(in millions)
Amortization expense$5,379 $4,721 
Based on the balance of programming rightsinventories, net as of June 30, 2021,2022, the estimated amortization expense for each of the succeeding three fiscal years is as follows:

 

 

For the years ending June 30,

 

 

 

2022

 

 

2023

 

 

2024

 

 

 

(in millions)

 

Estimated amortization expense

 

$

822

 

 

$

64

 

 

$

24

 

For the years ending June 30,
202320242025
(in millions)
Estimated amortization expense$934 $164 $38 

Inventories are evaluated for recoverability when an event or circumstance occurs that indicates that fair value may be less than unamortized costs. The Company evaluateswill determine if there is an impairment by evaluating the recoverabilityfair value of the inventories, which are primarily supported by internal forecasts as compared to unamortized costs associated with the Company’s programming rights using total estimated advertising and other revenues attributable to the program material and considering the Company’s expectations of the usefulness of the program rights. As a result of the evaluation, thecosts. The Company recognized write-downsimpairments of approximately $50 million, nil $95 million and $55$95 million in fiscal 2022, 2021 2020 and 2019,2020, respectively, related to sports, entertainmentlicensed and syndicatedowned programming rights at the Cable Network Programming and Television segments, which were recorded in Operating expenses in the Statements of Operations.

NOTE 6. FAIR VALUE

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

78

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about financial assets and liabilitiesredeemable noncontrolling interests carried at fair value on a recurring basis:

 

Fair value measurements

 

 

 

As of June 30, 2021

 

 

Fair value measurements

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

As of June 30, 2022

 

(in millions)

 

 

TotalLevel 1 Level 2Level 3

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Investments in equity securities

 

$

788

 

 

$

788

 

(a)

$

0

 

 

$

0

 

 

Investments in equity securities$435 $435 (a)$— $— 

Redeemable noncontrolling interests

 

 

(261

)

 

 

0

 

 

 

0

 

 

 

(261

)

(b)

Redeemable noncontrolling interests(188)— — (188)(b)

Total

 

$

527

 

 

$

788

 

 

$

0

 

 

$

(261

)

 

Total$247 $435 $— $(188)

80

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

Fair value measurements

 

 

 

As of June 30, 2020

 

 

Fair value measurements

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

As of June 30, 2021

 

(in millions)

 

 

TotalLevel 1Level 2Level 3

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

Investments in equity securities

 

$

531

 

 

$

531

 

(a)

$

0

 

 

$

0

 

 

Investments in equity securities$788 $788 (a)$— $— 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

(6

)

 

 

0

 

 

 

0

 

 

 

(6

)

(b)

Redeemable noncontrolling interests

 

 

(305

)

 

 

0

 

 

 

0

 

 

 

(305

)

(b)

Redeemable noncontrolling interests(261)— — (261)(b)

Total

 

$

220

 

 

$

531

 

 

$

0

 

 

$

(311

)

 

Total$527 $788 $— $(261)

(a)

(a)The investment categorized as Level 1 represents an investment in equity securities of Flutter with a readily determinable fair value (See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Flutter”"Flutter" for further discussion).

(b)

The Company utilizes both the market and income approach valuation techniquetechniques for its Level 3 fair value measures. Inputs to such measures could include observable market data obtained from independent sources such as broker quotes and recent market transactions for similar assets. It is the Company’sCompany's policy to maximize the use of observable inputs in the measurement of its Level 3 fair value measurements. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the liability. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.

Redeemable Noncontrolling Interests

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

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

 202220212020

 

(in millions)

 

 (in millions)

Beginning of year

 

$

(305

)

 

$

(189

)

 

$

(275

)

Beginning of year$(261)$(305)$(189)

Acquisitions(a)

 

 

0

 

 

 

(109

)

 

 

0

 

Acquisitions(a)
(58)— (109)

Net income

 

 

(25

)

 

 

(33

)

 

 

(33

)

Net loss (income)Net loss (income)12 (25)(33)

Redemption of noncontrolling interests(b)

 

 

135

 

 

 

0

 

 

 

0

 

Redemption of noncontrolling interests(b)
— 135 — 

Distributions

 

 

15

 

 

 

24

 

 

 

32

 

Distributions3 15 24 

Accretion and other(c)

 

 

(81

)

 

 

2

 

 

 

87

 

Accretion and other(c)
116 (81)2 

End of year

 

$

(261

)

 

$

(305

)

 

$

(189

)

End of year$(188)$(261)$(305)

(a)

See

(a)The amount issued in fiscal 2022 was primarily due to the acquisition of an entertainment production company. The amount issued in fiscal 2020 was due to the Credible Acquisition (See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Credible Acquisition.”

Transactions).
79

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b)

(b)
As a result of the exercise of a portion of the put rights held by the sports network minority shareholder during fiscal 2021, approximately $135 million was reclassified out of Redeemable noncontrolling interests into equity. At closing, the Company paid half of the purchase price in cash and delivered a three-yearthree-year promissory note for the remaining balance, which was recorded in Non-current liabilities on the Balance Sheet.

(c)

(c)

As a result of the expiration of a portion of the put rights held by the sports network minority shareholder during fiscal 2022 and 2020, and 2019, approximately $120$110 million and $200$120 million, respectively, were reclassified into equity.

The fair values of the redeemable noncontrolling interests are held in a sports networkthe entertainment production company and in Credible and were determined by using discounted cash flow analysis and market-based valuation approach methodologies. Significant unobservable inputs used in the fair value measurements of the Company’sCompany's redeemable noncontrolling interests are EBITDA (as defined in Note 17—Segment Information) projections and multiples. Significant increases (decreases) in multiples would result in a significantly higher (lower) fair value measurement.

The final put right held by the sports network minority shareholder will become exercisable in the first quarter of fiscal 2022.

The put right held by the Credible minority shareholder will become exercisable in fiscal 2025.

81

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The put right held by the entertainment production company's minority shareholder will become exercisable in fiscal 2027.

Financial Instruments

The carrying value of the Company’sCompany's financial instruments, such as cash and cash equivalents, receivables, payables and investments, accounted for using the measurement alternative method in accordance with ASC 321,, approximates fair value.

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Borrowings

 

 

 

 

 

 

 

 

Borrowings  

Fair value

 

$

9,474

 

 

$

9,746

 

Fair value$7,084 $9,474 

Carrying value

 

$

7,951

 

 

$

7,946

 

Carrying value$7,206 $7,951 

Fair value is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (a Level 1 measurement).

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’sCompany's assets measured at fair value on a nonrecurring basis include investments accounted for using the equity method and the measurement alternative method in accordance with ASC 321,, long-lived assets, indefinite-lived intangible assets and goodwill. The Company reviews the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. In addition, investments accounted for using the measurement alternative method in accordance with ASC 321 are recorded at fair value as a result of observable price changes in orderly transactions for the identical or a similar investment of the same issuerissuer.
80

.

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Land

 

$

204

 

 

$

126

 

Land$199 $204 

Buildings and leaseholds

 

 

1,319

 

 

 

1,300

 

Buildings and leaseholds1,284 1,319 

Machinery and equipment

 

 

1,652

 

 

 

1,575

 

Machinery and equipment1,743 1,652 

 

 

3,175

 

 

 

3,001

 

 3,226 3,175 

Less: accumulated depreciation and amortization

 

 

(1,732

)

 

 

(1,813

)

Less: accumulated depreciation and amortization(1,729)(1,732)

 

 

1,443

 

 

 

1,188

 

 1,497 1,443 

Construction in progress

 

 

265

 

 

 

310

 

Construction in progress185 265 

Total property, plant and equipment, net

 

$

1,708

 

 

$

1,498

 

Total property, plant and equipment, net$1,682 $1,708 

82

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Depreciation and amortization related to Property, plant and equipment was $297 million, $237 million $222 million and $197$222 million for fiscal 2022, 2021 and 2020, and 2019, respectively.

NOTE 8. GOODWILL AND INTANGIBLE ASSETS, NET

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

 

 

Intangible assets not subject to amortization

 

 

 

 

 

 

 

 

 

 

 

FCC

licenses

 

 

Other

 

 

Total

 

 

Amortizable

intangible

assets, net(a)

 

 

Total

intangible

assets,

net

 

 

 

(in millions)

 

Balance, June 30, 2019

 

$

2,167

 

 

$

642

 

 

$

2,809

 

 

$

42

 

 

$

2,851

 

Acquisitions(b)

 

 

113

 

 

 

0

 

 

 

113

 

 

 

300

 

 

 

413

 

Disposals(b)

 

 

(30

)

 

 

0

 

 

 

(30

)

 

 

0

 

 

 

(30

)

Amortization

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(36

)

 

 

(36

)

Balance, June 30, 2020

 

$

2,250

 

 

$

642

 

 

$

2,892

 

 

$

306

 

 

$

3,198

 

Acquisitions(b)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

19

 

 

 

19

 

Amortization

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(63

)

 

 

(63

)

Balance, June 30, 2021

 

$

2,250

 

 

$

642

 

 

$

2,892

 

 

$

262

 

 

$

3,154

 

 Intangible assets not subject to amortization
Amortizable
intangible
assets, net(a)
 
Total
intangible
assets, net
 
FCC
licenses
 Other Total 
 (in millions)
Balance, June 30, 2020$2,250 $642 $2,892 $306 $3,198 
Acquisitions(b)
— — — 19 19 
Amortization— — — (63)(63)
Balance, June 30, 2021$2,250 $642 $2,892 $262 $3,154 
Acquisitions(b)
— — — 71 71 
Amortization and other— — — (68)(68)
Balance, June 30, 2022$2,250 $642 $2,892 $265 $3,157 

(a)

(a)Net of accumulated amortization of $228$292 million and $165$226 million as of June 30, 2022 and 2021, and 2020, respectively.

(b)

(b)

See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Acquisitions"Acquisitions and Disposals.”

"

Amortization related to finite-lived intangible assets was $66 million, $63 million $36 million and $15$36 million for fiscal 2022, 2021 and 2020, and 2019, respectively.

Based on the balance of finite-lived intangible assets as of June 30, 2021,2022, the estimated amortization expense for each of the succeeding five fiscal years is as follows:

 

 

For the years ending June 30,

 

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

 

(in millions)

 

Estimated amortization expense(a)

 

$

56

 

 

$

52

 

 

$

35

 

 

$

28

 

 

$

27

 

 For the years ending June 30,
 20232024202520262027
 (in millions)
Estimated amortization expense(a)
$65 $47 $34 $33 $30 

(a)

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

81

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The changes in the carrying value of goodwill, by segment, are as follows:

 

Cable Network Programming

 

 

Television

 

 

Other,

Corporate

and

Eliminations

 

 

Total Goodwill

 

 

(in millions)

 

 Cable Network ProgrammingTelevision
Other,
Corporate and
Eliminations
Total Goodwill

Balance, June 30, 2019

 

$

987

 

 

$

1,704

 

 

$

0

 

 

$

2,691

 

Acquisitions(a)

 

 

45

 

 

 

462

 

 

 

222

 

 

 

729

 

Disposals(a)

 

 

0

 

 

 

(11

)

 

 

0

 

 

 

(11

)

(in millions)

Balance, June 30, 2020

 

$

1,032

 

 

$

2,155

 

 

$

222

 

 

$

3,409

 

Balance, June 30, 2020$1,032 $2,155 $222 $3,409 

Acquisitions(a)

 

 

32

 

 

 

0

 

 

 

0

 

 

 

32

 

Acquisitions(a)
32 — — 32 

Disposals(a)

 

 

(5

)

 

 

0

 

 

 

(1

)

 

 

(6

)

Disposals(a)
(5)— (1)(6)

Balance, June 30, 2021

 

$

1,059

 

 

$

2,155

 

 

$

221

 

 

$

3,435

 

Balance, June 30, 2021$1,059 $2,155 $221 $3,435 
Acquisitions and other(a)
Acquisitions and other(a)
— 86 33 119 
Balance, June 30, 2022Balance, June 30, 2022$1,059 $2,241 $254 $3,554 

(a)

(a)See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Acquisitions"Acquisitions and Disposals.”

"

The carrying amount of Television segment goodwill was net of accumulated impairments of $371 million as of June 30, 20212022 and 2020.

83

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

2021.

NOTE 9. BORROWINGS

Public Debt - Senior Notes Issued

The Company has issued senior notes (the “Notes”"Notes") under an Indenture, dated as of January 25, 2019, by and between the Company and The Bank of New York Mellon, as Trustee (the “2019 Indenture”"2019 Indenture"). The Notes are direct unsecured obligations of the Company and rank pari passu with all other senior indebtedness of the Company, including the indebtedness under the Revolving Credit Agreement described below. Redemption may occur, at the option of the holders, at 101% of the principal amount plus an accrued interest amount in certain circumstances where a change of control is deemed to have occurred. The Notes are subject to certain covenants, which, among other things, limit the Company’sCompany's ability and the ability of the Company’sCompany's subsidiaries, to create liens and engage in merger, sale or consolidation transactions. The 2019 Indenture does not contain any financial maintenance covenants.

In April 2020, the Company issued $1.2 billion of senior notes and used the net proceeds for general corporate purposes. In January 2019, the Company issued $6.8 billion of senior notes and used the net proceeds, together with available cash on its balance sheet, to fund the Dividend and to pay fees and expenses
82

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
incurred in connection with the issuance of such notes and the Separation and the Distribution (as summarized below).

 

Outstanding

as of June 30,

 

 Outstanding as of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Public debt

 

 

 

 

 

 

 

 

Public debt

3.666% senior notes due 2022

 

$

750

 

 

$

750

 

3.666% senior notes due 2022$— $750 

4.030% senior notes due 2024

 

 

1,250

 

 

 

1,250

 

4.030% senior notes due 20241,250 1,250 

3.050% senior notes due 2025

 

 

600

 

 

 

600

 

3.050% senior notes due 2025600 600 

4.709% senior notes due 2029

 

 

2,000

 

 

 

2,000

 

4.709% senior notes due 20292,000 2,000 

3.500% senior notes due 2030

 

 

600

 

 

 

600

 

3.500% senior notes due 2030600 600 

5.476% senior notes due 2039

 

 

1,250

 

 

 

1,250

 

5.476% senior notes due 20391,250 1,250 

5.576% senior notes due 2049

 

 

1,550

 

 

 

1,550

 

5.576% senior notes due 20491,550 1,550 

Total public debt

 

 

8,000

 

 

 

8,000

 

Total public debt7,250 8,000 

Less: unamortized discount and debt issuance costs

 

 

(49

)

 

 

(54

)

Less: unamortized discount and debt issuance costs(44)(49)

Total borrowings

 

$

7,951

 

 

$

7,946

 

Total borrowings$7,206 $7,951 

Current Borrowings

Included in Borrowings within Current liabilities as of June 30, 2021 was $750 million of 3.666% senior notes duewhich matured and were repaid in full in January 2022.

2022.

Revolving Credit Agreement

On March 15, 2019, the Company entered into a credit agreement (the “Revolving"Revolving Credit Agreement”Agreement") among the Company, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Bank, N.A., as Co-Documentation Agents, and the other parties party thereto. The Revolving Credit Agreement provides for a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit and a maturity date of March 2024.2024. Under the Revolving Credit Agreement, the Company may request an increase in the amount of the credit facility commitments up to a maximum facility amount of $1.5 billion and the Company may request that the maturity date be extended for up to 2 additional one-year periods. The material terms of the Revolving Credit Agreement include the requirement that the Company maintain specific leverage ratios and limitations on indebtedness. In April 2020, the Company entered into an amendment to the Revolving Credit Agreement, which, among other things, deducts cash in excess of $500 million from indebtedness for purposes of calculating the operating income leverage ratio under the agreement. The interest rates and fees under the Revolving Credit Agreement are based on the Company’sCompany's long-term senior unsecured non-credit enhanced debt ratings. Given the current credit ratings, the interest rate on borrowings under the Revolving Credit Agreement would be London Interbank Offered Rate (“LIBOR”("LIBOR") plus 1.1% and the facility fee is 0.15%. As of June 30, 2021,2022, there were 0no borrowings outstanding under the Revolving Credit Agreement.
83

84

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Bridge Credit Agreement

In December 2017, 21st Century Fox America, Inc. (“21CFA”), a wholly owned subsidiary of 21CF, entered into a commitment letter on behalf of FOX with the financial institutions party thereto for borrowings of up to $9 billion to provide FOX with financing in connection with the Dividend. FOX paid a commitment fee of 0.125%. Upon the issuance of the $6.8 billion of senior notes in January 2019, the commitment letter was reduced to $1.7 billion. In anticipation of the payment of the Dividend, the Company entered into a $1.7 billion 364-Day Bridge Term Loan Agreement (the “Bridge Credit Agreement”) on March 15, 2019 with the initial lenders named therein, Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and Citibank, N.A. and Deutsche Bank Securities Inc., as Co-Syndication Agents. The Company did not request any borrowings under the Bridge Credit Agreement and, as permitted under the terms of the agreement, terminated the agreement on March 20, 2019. In connection with such termination, all accrued and unpaid fees thereunder were paid in full and all commitments thereunder were terminated.

Note

NOTE 10. LEASES

Lessee Arrangements

Effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASU 2016-02, “Leases (Topic 842)”, as amended.

The following amounts were recorded in the Company’sCompany's Balance Sheet relating to its operating leases and other supplemental information:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

ROU assets

 

$

469

 

 

$

539

 

ROU assets$477 $469 

Lease liabilities

 

 

 

 

 

 

 

 

Lease liabilities

Current lease liabilities

 

$

92

 

 

$

122

 

Current lease liabilities$107 $92 

Non-current lease liabilities

 

 

409

 

 

 

452

 

Non-current lease liabilities405 409 

Total lease liabilities

 

$

501

 

 

$

574

 

Total lease liabilities$512 $501 

Other supplemental information

 

 

 

 

 

 

 

 

Other supplemental information

Weighted average remaining lease term

 

8 years

 

 

8 years

 

Weighted average remaining lease term9 years8 years

Weighted average discount rate

 

 

3

%

 

 

3

%

Weighted average discount rate3 %3 %

The following table presents information about the Company’sCompany's lease costs and supplemental cash flows information for leases:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 202220212020

 

(in millions)

 

 (in millions)

Lease costs

 

 

 

 

 

 

 

 

Lease costs  

Total lease costs(a)

 

$

126

 

 

$

126

 

Total lease costs(a)
$128 $126 $126 

Supplemental cash flows information

 

 

 

 

 

 

 

 

Supplemental cash flows information

Operating cash flows from operating leases

 

$

134

 

 

$

166

 

Operating cash flows from operating leases$116 $134 $166 

ROU assets obtained in exchange for operating lease liabilities

 

$

49

 

 

$

87

 

ROU assets obtained in exchange for operating lease liabilities$137 $49 $87 

(a)

Total

(a)Total lease costs of $128 million, $126 million and $126 million for the years ended June 30, 2022, 2021 and 2020 are net of sublease income of approximately $15 million, $30 million and $50 million, respectively. Approximately $15 million and $40 million of the sublease income for the years ended June 30, 2021 and 2020, respectively, relates to office facilities that were subleased through November 2020 to News Corporation.

Corporation, a related party (see Note 13—Related Party Transactions).

85

84


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table presents the lease payments relating to the Company’sCompany's operating leases:

 

As of June 30, 2021

 

 As of June 30, 2022

 

(in millions)

 

 (in millions)

Fiscal Year

 

 

 

 

Fiscal Year 

2022

 

$

103

 

2023

 

 

101

 

2023$119 

2024

 

 

100

 

2024116 

2025

 

 

90

 

2025104 

2026

 

 

50

 

202657 
2027202729 

Thereafter

 

 

145

 

Thereafter181 

Total lease payments

 

 

589

 

Total lease payments606 

Less: imputed interest

 

 

(88

)

Less: imputed interest(94)

Present value of operating lease liabilities

 

$

501

 

Present value of operating lease liabilities$512 

In accordance with GAAP in effect prior to the adoption of Topic 842, total operating lease expense, including corporate allocations, was approximately $100 million for fiscal 2019.

Lessor Arrangements

The Company’sCompany's lessor arrangements primarily relate to its owned production and office facilities at the FOX Studio Lot, which is located in Los Angeles, California. The Company is responsible for the management of the FOX Studio Lot, which includes managing and providing facilities, studio operations, and production services. The Company leasesleases production and office space on the FOX Studio LotLot to 21CF for an initial term of seven years, subject to 2 five-year renewal options exercisable by 21CF. As a result, the FOX Studio Lot will predominantly be utilized by Disney productions until 2026. The Company will receive approximately $50 million annually in lease payments over the remaining lease term.

The Company recorded total lease income of approximately $60 million, $50 million, and $55 million for fiscal 2022, 2021 and 2020 respectively, which is included in Revenues in the Statements of Operations. The Company recognizes lease payments for operating leases as revenue on a straight-line basis over the lease term and variable lease payments as revenue in the period incurred.

Note

NOTE 11. STOCKHOLDERS’ Equity

STOCKHOLDERS' EQUITY

Common Stock and Preferred Stock

The Company has 2 classes of common stock that are authorized and outstanding: Class A Common Stock and Class B Common Stock. As a general matter, holders of Class B Common Stock are entitled to 1 vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’sCompany's Amended and Restated Certificate of Incorporation (the “Certificate"Certificate of Incorporation”Incorporation").

As of June 30, 2021,2022, there were approximately 17,70016,700 holders of record of shares of Class A Common Stock and approximately 4,7004,600 holders of record of shares of Class B Common Stock.

In the event of a liquidationliquidation or dissolution or winding up of the Company, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of preferred stock or series common stock, holders of Class A Common Stock and Class B Common Stock, to the extent fixed by the Board of Directors (the “Board”"Board") with respect thereto, are entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock generally are entitled to receive substantially identical per share consideration.

86

85


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Under the Certificate of Incorporation, the Board is authorized to issue shares of preferred stock or common stock at any time, without stockholder approval, and to determine all the terms of those shares, including the following:

(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’sCompany's capital stock entitled to vote generally in the election of directors;

(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and

(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class.

Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance with the Board’sBoard's fiduciary duty to act in the best interests of the Company’sCompany's stockholders. The Company is authorized to issue 35,000,000 shares of preferred stock, par value $0.01 per share and 35,000,000 shares of series common stock, par value $0.01 per share. The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock and series common stock in one or more series and to fix the number of shares, designations, relative rights (including voting rights), preferences, qualifications and limitations of such series to the full extent permitted by Delaware law.

Stock Repurchase Program

In November 2019, the

The Board has authorized a stock repurchase program under which the Company was authorized to can repurchase $2 billion of Class A Common Stock and Class B Common Stock. In June 2021, the Board authorized the repurchase of an additional $2 $4 billion of Class A Common Stock and Class B Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. As of June 30, 2021,2022, the Company’sCompany's remaining stock repurchase authorization was approximately $2.4$1.4 billion.

Fiscal 2021

In connection with the stock repurchase program, the Company entered into 2 twoaccelerated share repurchase (“ASR”("ASR") agreements in August 2020 to repurchase $154 million of Class A Common Stock and $66 million of Class B Common Stock. In accordance with the ASR agreements, the Company paid a third-party financial institution $154 million and $66 million and received initial deliveries of approximately 4.7 million and 2.0 million shares of Class A Common Stock and Class B Common Stock, respectively, representing 80% of the shares expected to be repurchased under each ASR agreement, at a price of $26.00 and $26.01 per share, which was the Nasdaq closing share price of the Class A Common Stock and Class B Common Stock, respectively, on August 21, 2020.2020. Upon settlement of the ASR agreements in September 2020, the Company received final deliveries of approximately 0.9 million and 0.4 million shares of Class A Common Stock and Class B Common Stock, respectively. The final number of shares purchased under the ASR agreements was determined using a price of $27.57 and $27.67 per share (the volume-weighted average market price of the Class A Common Stock and Class B Common Stock, respectively, during the terms of the ASR agreements less a discount applicable for the Class A Common Stock). The Company accounted for each ASR agreement as two separate transactions. The initial deliveries of Class A Common Stock and Class B Common Stock were accounted for as treasury stock transactions recorded on the acquisition date. The final settlements of Class A Common Stock and Class B Common Stock were accounted for as forward contracts indexed to the Class A Common Stock or Class B Common Stock, as applicable, and qualified as equity transactions.

Fiscal 2020

In connection with the stock repurchase program, the Company entered into an ASR agreement in November 2019 to repurchase $350 million of Class A Common Stock and announced its intention to promptly repurchase $150 million of Class B Common Stock. In accordance with the ASR agreement, the Company paid a third-party financial institution $350 million and received an initial delivery of approximately 8 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $34.99 per share, which was the Nasdaq closing share price of the Class A Common Stock on November 11, 2019.2019. Upon settlement of the ASR agreement in January 2020, the Company received
86

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
a final delivery of approximately 2 million shares of Class A

87

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $36.05 per share (the volume-weighted average market price of the Class A Common Stock during the term of the ASR agreement less a discount). The Company accounted for the ASR agreement as two separate transactions. The initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract indexed to the Class A Common Stock and qualified as an equity transaction.

In addition to the shares purchased under the ASR agreements, the Company repurchased shares of Class A Common Stock and Class B Common Stock in the open market during fiscal 2022,2021 and fiscal 2020. Repurchased sharesshares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.

The followingfollowing table summarizes the Company’sCompany's repurchases of its Class A Common Stock and Class B Common Stock:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 202220212020

 

(in millions)

 

 (in millions)

Total cost of repurchases

 

$

1,001

 

 

$

600

 

Total cost of repurchases$1,000 $1,001 $600 

Total number of shares repurchased

 

 

32

 

 

 

17

 

Total number of shares repurchased27 31 17 

Stockholders Agreement

The Company announced on November 6, 2019 that it had entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the Murdoch Family Trust’sTrust's voting power by more than 1.75% in any rolling twelve-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B shares, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter.

Dividends

The following table summarizes the dividends declared and paid per share on both the Company’sCompany's Class A Common Stock and Class B Common Stock:

 

 

For the years ended June 30,

 

 

 

2021

 

 

2020

 

 

2019

 

Cash dividend per share

 

$

0.46

 

 

$

0.46

 

 

$

0.23

 

 For the years ended June 30,
 202220212020
Cash dividend per share$0.48 $0.46 $0.46 

Comprehensive Income (Loss)

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

87

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarize the activity within Other comprehensive income (loss):

 

For the year ended June 30, 2021

 

 

Before tax

 

 

Tax benefit

(provision)

 

 

Net of tax

 

 For the year ended June 30, 2022

 

(in millions)

 

 Before tax
Tax benefit
(provision)
Net of tax

Benefit plan adjustments

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)
Benefit plan and cumulative translation adjustmentsBenefit plan and cumulative translation adjustments

Unrealized gains

 

$

87

 

 

$

(21

)

 

$

66

 

Unrealized gains$100 $(25)$75 

Reclassifications realized in net income(a)

 

 

45

 

 

 

(12

)

 

 

33

 

Reclassifications realized in net income(a)
32 (8)24 
Cumulative translation adjustmentCumulative translation adjustment(7)— (7)

Other comprehensive income

 

$

132

 

 

$

(33

)

 

$

99

 

Other comprehensive income$125 $(33)$92 

88

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

For the year ended June 30, 2020

 

 For the year ended June 30, 2021

 

Before tax

 

 

Tax benefit

(provision)

 

 

Net of tax

 

 Before tax
Tax benefit
(provision)
Net of tax

 

(in millions)

 

 (in millions)

Benefit plan adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Benefit plan adjustments

Unrealized losses

 

$

(175

)

 

$

44

 

 

$

(131

)

Unrealized gainsUnrealized gains$87 $(21)$66 

Reclassifications realized in net income(a)

 

 

29

 

 

 

(7

)

 

 

22

 

Reclassifications realized in net income(a)
45 (12)33 

Other comprehensive loss

 

$

(146

)

 

$

37

 

 

$

(109

)

Other comprehensive incomeOther comprehensive income$132 $(33)$99 

 

For the year ended June 30, 2019

 

 For the year ended June 30, 2020

 

Before tax

 

 

Tax benefit

(provision)

 

 

Net of tax

 

 Before tax
Tax benefit
(provision)
Net of tax

 

(in millions)

 

 (in millions)

Benefit plan adjustments and other

 

 

 

 

 

 

 

 

 

 

 

 

Benefit plan adjustments and other

Unrealized losses

 

$

(133

)

 

$

35

 

 

$

(98

)

Unrealized losses$(175)$44 $(131)

Reclassifications realized in net income(a)

 

 

12

 

 

 

(3

)

 

 

9

 

Reclassifications realized in net income(a)
29 (7)22 

Other comprehensive loss

 

$

(121

)

 

$

32

 

 

$

(89

)

Other comprehensive loss$(146)$37 $(109)

(a)

(a)Reclassifications of amounts related to benefit plan adjustments are included in Other, net in the Statements of Operations (See Note 15—Pension and Other Postretirement Benefits for additional information).

Accumulated other comprehensive loss

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

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 

2019

 

 202220212020

 

(in millions)

 

 (in millions)

Benefit plan adjustments and other

 

$

(318

)

 

$

(417

)

 

$

(308

)(a)

Benefit plan adjustments and other$(219)$(318)$(417)
Cumulative translation adjustmentCumulative translation adjustment(7)— — 

Accumulated other comprehensive loss, net of tax

 

$

(318

)

 

$

(417

)

 

$

(308

)

Accumulated other comprehensive loss, net of tax$(226)$(318)$(417)

(a)

Includes a reclassification of $13 million as a result of the adoption of ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” to eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017 and $157 million related to the Shared Plans (as defined in Note 15—Pension and Other Postretirement Benefits”) allocable to the Company’s employees that was transferred to the Company in fiscal 2019 (See Statements of Equity).

In fiscal 2019, the Company adopted ASU 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” and recorded a cumulative effect adjustment of $130 million to reclassify unrealized holding gains on investments in equity securities within Accumulated other comprehensive (loss) income to 21CF investment (See Statements of Equity).

NOTE 12. EQUITY-BASED COMPENSATION

Prior to the Distribution, the Company’s employees participated in 21CF’s equity plans. 21CF had plans authorized to grant equity awards of 21CF stock to the Company’s employees. The equity-based compensation expense recorded by the Company, in the periods prior to March 19, 2019, includes the expense associated with the employees historically attributable to the Company’s operations, as well as the expense associated with the allocation of equity-based compensation expense for corporate employees.

89

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

2019 Shareholder Alignment Plan

In connection with the Distribution, the

The Company adoptedmaintains the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”"SAP"), under which equity-based compensation, including stock options (including performance-based stock options (“PSOs”("PSOs")), stock appreciation rights, restricted and unrestricted stock, RSUs, performance stock units (“PSUs”"PSUs") an andd other
88

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
types of FOX equity awards may be granted. The Company’sCompany's officers, directors and employees are eligible to participate in the SAP. The maximum number of shares of Class A Common Stock that may be issued under the SAP is 65 million shares. As of June 30, 2021,2022, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 4843 million.

Awards granted under the SAP (other than stock options or stock appreciation rights) entitle the holder to receive Dividend Equivalents (as defined in the SAP) for each regular cash dividend on the common stock underlying the award paid by the Company during the award period. Dividend equivalents granted with respect to equity awards will be accrued during the applicable award period and such dividend equivalents will vest and be paid only if and when the underlying award vests.

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

Restricted Stock Units

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

In fiscal 2022, 2021 and 2020, a total of approximately 1.7 million, 2.2 million and 1.1 million RSUs were granted, respectively, which vest in equal annual installments over a three-year period subject to the participants’participants' continued employment with the Company.

In March 2019, in connection with the Distribution, the Compensation Committee granted approximately 2.4 million RSUs under the SAP. Approximately 50% of the RSUs vested on June 15, 2020 and 50% vested on June 15, 2021.

Performance Stock Units

PSUs are fair valued on the date of grant and expensed over the service period using a straight-line method as the awards cliff vest at the end of a three-year performance period. The Company also estimates the number of shares expected to vest which is based on management’smanagement's determination of the probable outcome of the performance conditions, which requires considerable judgment. The Company records a cumulative adjustment in periods in which the Company’sCompany's estimate of the number of shares expected to vest changes. Additionally, the Company ultimately adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. The number of shares that will be issued upon vesting of PSUs can range from 0% to 200% of the target award, based on the Company’sCompany's three-year total shareholder return (“TSR”("TSR") as measured against the three-year TSR of the companies that comprise the Standard and Poor’sPoor's 500 Index and other performance measures. The fair value of the TSR condition is determined using a Monte Carlo simulation model.

In fiscal 2022, 2021 and 2020, a total of approximately 0.2 million, 0.3 million and 1.4 million PSUs were granted, respectively, which have a three-yeathree-yearr performance measurement period. The awards are subject to the achievement of three pre-established objective performance measures determined by the Compensation Committee. The awards issued will be settled in shares of Class A Common Stock upon vesting and are subject to the participants’participants' continued employment with the Company. Any person who holds PSUs has no ownership interest in the shares of Class A Common Stock to which such PSUs relate until and unless shares of Class A Common Stock are delivered to the holder. All shares of Class A Common Stock underlying awards that are cancelled or forfeited become available for future grants. Certain of these awards have a graded vesting provision and the expense recognition is accelerated.

90

89


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

21CF RSUs and PSUs

The Company participated in 21CF’s 2013 Long-Term Incentive Plan (the “2013 Plan”), under which RSUs and PSUs were granted. The Company’s employees were eligible to participate in the 2013 Plan prior to the Distribution. The Compensation Committee of 21CF’s Board of Directors (“21CF’s Compensation Committee”) determined the recipients, type of award to be granted and amounts of awards to be granted under the 2013 Plan. In connection with the Distribution, certain of the 21CF RSU and PSU awards were converted into FOX RSUs using a formula designed to preserve the value of the awards immediately prior to the Distribution. All of the converted FOX RSUs were granted under the SAP and the approximately 5.5 million shares of Class A Common Stock underlying the converted FOX RSUs do not count against the maximum number of shares that may be issued under the SAP described above.

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

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Fiscal 2022Fiscal 2021Fiscal 2020

 

Number

of

shares

 

 

Weighted

average

grant-

date fair

value

 

 

Number

of

shares

 

 

Weighted

average

grant-

date fair

value

 

 

Number

of

shares

 

 

Weighted

average

grant-

date fair

value(a)

 

Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value

RSUs and PSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs and PSUs

Unvested units at beginning of the year

 

 

8,043

 

 

$

29.98

 

 

 

7,660

 

 

$

32.27

 

 

 

10,896

 

 

$

29.77

 

Unvested units at beginning of the year5,695 $31.75 8,043 $29.98 7,660 $32.27 

Granted

 

 

2,495

 

 

 

28.07

 

 

 

2,499

 

 

 

32.44

 

 

 

1,565

 

(b)

 

46.11

 

Granted1,909 35.77 2,495 28.07 2,499 32.44 

Vested

 

 

(4,654

)

 

 

26.71

 

 

 

(1,862

)

 

 

43.07

 

 

 

(5,070

)

(d)

 

30.07

 

Vested(2,417)33.32 (4,654)26.71 (1,862)43.07 

Cancelled

 

 

(189

)

 

 

32.01

 

 

 

(254

)

 

 

27.14

 

 

 

(3,166

)

 

 

29.72

 

Cancelled(135)31.44 (189)32.01 (254)27.14 

Net units granted in conversion, as a result of the Separation

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

1,011

 

(b), (c)

N/A

 

Granted after conversion

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

2,424

 

 

 

40.11

 

Unvested units at the end of the year(e)

 

 

5,695

 

 

$

31.75

 

 

 

8,043

 

 

$

29.98

 

 

 

7,660

 

 

$

32.27

 

Unvested units at the end of the year(a)
Unvested units at the end of the year(a)
5,052 $32.53 5,695 $31.75 8,043 $29.98 

(a)

The weighted average grant date fair value prior to the Distribution represents the fair value of awards granted with respect to 21CF class A common stock prior to the conversion of the awards to FOX equity awards. The weighted average grant date fair value of the unvested units after the conversion in fiscal 2019 represents the fair value of awards using the applicable conversion ratio.

(b)

In fiscal 2019, 21CF’s Compensation Committee granted approximately 1.6 million 21CF RSUs to certain employees of the Company that converted into FOX RSUs that will generally vest in August 2021.

(c)

(a)

In fiscal 2018, 21CF’s Compensation Committee granted approximately 3.1 million 21CF PSUs to certain employees of the Company that converted into FOX RSUs that vested in August 2020. In addition, 21CF’s Compensation Committee made a special grant of approximately 2.6 million 21CF restricted stock units (“Retention RSUs”) to certain of the Company’s senior executives, including 21CF named executive officers. Approximately 50% of the Retention RSUs were paid out in shares of 21CF class A common stock and the remaining 50% were converted into FOX RSUs and Disney RSUs on the same pro rata basis accorded to shareholders of 21CF common stock in the mergers contemplated by the 21CF Disney Merger Agreement and vested in fiscal 2020.

(d)

The 21CF PSUs scheduled to vest in 2019 were accelerated and paid out and 50% of the Retention RSUs were paid out in shares of 21CF class A common stock in connection with the Distribution.

(e)

The intrinsic value of unvested RSUs and target PSUs as of June 30, 20212022 was approximately $210$165 million.

Stock Options

Stock options are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time and become exercisable over time, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. Stock Options granted under the SAP were fair valued using a Black-Scholes option valuation model that uses the following assumptions: (i) expected volatility was generally based on historical volatility of the Company 21CF and the Company’sCompany's peer group over the expected term of the stock options; (ii) expected term of stock

91

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

options granted was generally determined by analyzing historical data of the Company’sCompany's peer group and represented the period of time that stock options granted were expected to be outstanding; (iii) risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award; and (iv) expected dividend yield.

During fiscal 2020, the Company granted approximately 3.8 million stock options, were granted, which generally have a term of seven years and vest in equal annual installments over a three-year period subject to the participants’participants' continued employment with the Company.During fiscal 2019, the Compensation Committee granted approximately 3.1 million stock options, in connection with the Distribution. Approximately 50% of the stock options vested on June 15, 2020 and 50% vested on June 15, 2021. The options will expire approximately seven years from the grant date.

Performance-Based Stock Options

PSOs are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time, contingent on the performance of the Class A Common Stock over a three-year period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. The PSOs granted under the SAP will vest in full only if the Company’sCompany's Class A Common Stock exceeds the exercise price of the PSO by a certain threshold over a certain period of time during the performance period (the “market condition”"market condition"). The PSOs were fair valued using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility; (ii) expected term; (iii) risk-free interest rate; and (iv) expected dividend yield. Compensation cost related to the PSO will be recognized even if the market condition is not met.

During fiscal 2022 and 2021, the Company granted approximately 4.0 million and 5.0 million PSOs.PSOs, respectively. As the market condition has been met for fiscal 2022 and 2021, the PSOs will vest in full at the end of a the applicable three-year performance period and have a term of seven years thereafter.

90

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about the Company’sCompany's stock options and PSOs granted under the SAP during fiscal 2022, 2021 2020 and 20192020 (options in thousands).

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Fiscal 2022Fiscal 2021Fiscal 2020

 

Number of options

 

 

Weighted average exercise price

 

 

Number of options

 

 

Weighted average exercise price

 

 

Number of options

 

 

Weighted average exercise price

 

Number of optionsWeighted average exercise priceNumber of optionsWeighted average exercise priceNumber of optionsWeighted average exercise price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the beginning of the year

 

 

6,809

 

 

$

35.11

 

 

 

3,113

 

 

$

40.25

 

 

 

0

 

 

$

0

 

Outstanding at the beginning of the year11,150 $32.09 6,809 $35.11 3,113 $40.25 

Granted

 

 

5,003

 

 

 

27.52

 

 

 

3,838

 

 

 

30.87

 

 

 

3,118

 

 

 

40.25

 

Granted3,990 34.835,003 27.523,838 30.87

Exercised(a)

 

 

(386

)

 

 

27.21

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Exercised(a)
Exercised(a)
(542)31.94(386)27.21— —

Cancelled

 

 

(276

)

 

 

30.44

 

 

 

(142

)

 

 

33.37

 

 

 

(5

)

 

 

40.26

 

Cancelled(348)30.38(276)30.44(142)33.37

Outstanding at the end of the year(b)

 

 

11,150

 

 

$

32.09

 

 

 

6,809

 

 

$

35.11

 

 

 

3,113

 

 

$

40.25

 

Exercisable at the end of the year(c)

 

 

3,981

 

 

$

38.12

 

 

 

1,626

 

 

$

39.30

 

 

 

0

 

 

$

0

 

Outstanding at the end of the year(b)
Outstanding at the end of the year(b)
14,250 $32.90 11,150 $32.09 6,809 $35.11 
Exercisable at the end of the year(c)
Exercisable at the end of the year(c)
4,586 $37.13 3,981 $38.12 1,626 $39.30 

Weighted average grant-date fair value of options granted

 

 

 

 

 

$

7.37

 

 

 

 

 

 

$

6.87

 

 

 

 

 

 

$

8.67

 

Weighted average grant-date fair value of options granted$7.48 $7.37 $6.87 

Weighted average remaining contractual term of options outstanding at the end of the year

 

 

 

 

 

6.82 years

 

 

 

 

 

 

5.98 years

 

 

 

 

 

 

6.72 years

 

Weighted average remaining contractual term of options outstanding at the end of the year6.75 years6.82 years5.98 years

Weighted average remaining contractual term of options exercisable at the end of the year

 

 

 

 

 

4.81 years

 

 

 

 

 

 

5.50 years

 

 

 

 

 

 

N/A

 

Weighted average remaining contractual term of options exercisable at the end of the year3.89 years4.81 years5.50 years

(a)

(a)During fiscal 2022 and fiscal 2021, the Company received approximately $17 million and $12 million, respectively, in cash payments from the exercise of stock options.

92

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(b)

(b)

The intrinsic value of options outstanding as of June 30, 2022, 2021 and 2020 and 2019 was $26.9 million, $65.6 million and $2.8 million, and nil, respectively.

(c)

(c)

The intrinsic value of options exercisable as of June 30, 2022, 2021 and 2020 and 2019 was $3.1 million, $5.5 million and $0.7 million, and nil, respectively.

The fair value of each PSO and stock option grant is estimated on the date of grant with the following weighted average assumptions used for grants during fiscal 2022, 2021 2020 and 2019:2020

:

 

For the years ended June 30,

 For the years ended June 30,

 

2021

 

2020

 

2019

 202220212020

Expected volatility

 

 

35.00

 

%

 

 

26.66

 

%

 

 

26.50

 

%

Expected volatility35.00 %35.00 %26.66 %

Risk-free interest rate

 

 

0.66

 

%

 

 

1.43

 

%

 

 

2.41

 

%

Risk-free interest rate1.20 %0.66 %1.43 %

Expected dividend yield

 

 

1.67

 

%

 

 

1.46

 

%

 

 

1.12

 

%

Expected dividend yield1.31 %1.67 %1.46 %

Expected term

 

5.29 years

 

 

 

3.83 years

 

 

 

3.84 years

 

 

Expected term5.29 years5.29 years3.83 years

91

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’sCompany's equity-based compensation:

 

For the years ended June 30,

 

 

2021

 

 

2020

 

 

2019

 

For the years ended June 30,

 

(in millions)

 

202220212020

Equity-based compensation(a)

 

$

147

 

 

$

156

 

 

$

103

 

(in millions)
Equity-based compensationEquity-based compensation$102 $147 $156 

Intrinsic value of all settled equity-based awards

 

$

139

 

 

$

47

 

 

$

247

 

Intrinsic value of all settled equity-based awards$97 $139 $47 

Tax benefit on settled equity-based awards

 

$

23

 

 

$

6

 

 

$

47

 

Tax benefit on settled equity-based awards$21 $23 $6 

(a)

Prior to the Distributionin March 2019, equity-based compensation included allocated expense for both executive directors and corporate executives of 21CF, allocated using a proportional allocation driver, which management has deemed to be reasonable.

As of June 30, 2021,2022, the Company’sCompany's total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’sCompany's employees was approximately $70$50 million and is expected to be recognized over a weighted average period between one and two years.

NOTE 13. RELATED PARTY TRANSACTIONS AND TWENTY-FIRST CENTURY FOX, INC. INVESTMENT

Related Party Transactions

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

For the years ended June 30, 2022, 2021 and 2020, the related party revenue and expense were not material (See Note 10—Leases for information related to office facilities that were subleased to News Corporation for fiscal 2020 and a portion of fiscal 2021 and Note 14 — 14—Commitments and Contingencies and Note 20—Additional Financial Information for information related to U.K. Newspaper Matters Indemnity obligation to News Corporation). For the year ended June 30, 2019, the Company recorded related party revenue and expense of $302 million and $57 million, respectively.

As of June 30, 20212022 and 2020,2021, the amounts due to related parties were $59$81 million and $67$59 million, respectively, which were included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets.

93

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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

Prior to the Distribution, 21CF provided services to and funded certain expenses for the Company such as: global real estate and occupancy costs and employee benefits (“Direct Corporate Expenses”). In addition, the Company’s Financial Statements include, for the periods prior to March 19, 2019, general corporate expenses of 21CF which were not historically allocated to the Company for certain support functions that were provided on a centralized basis within 21CF 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 (“General Corporate Expenses”). For purposes of the Financial Statements for fiscal 2019, the General Corporate Expenses were allocated to the Company. The General Corporate Expenses were included in the Statements of Operations in Selling, general and administrative expenses and Other, net, as appropriate. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined revenues, headcount or other relevant measures of the Company. Management believes the assumptions underlying the Financial Statements, including the assumptions regarding allocating General Corporate Expenses from 21CF are reasonable. Nevertheless, the Financial Statements may not include all of the actual expenses that would have been incurred by FOX and may not reflect the Company’s consolidated results of operations and cash flows had it been a standalone company prior to the Distribution. Actual costs that would have been incurred if the Company had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. For the purposes of the Statements of Operations, the Company recorded approximately $270 million of General Corporate Expenses within Selling, general and administrative expenses for fiscal 2019 and the remaining balance of the Corporate allocations presented in the table below within Other, net for fiscal 2019.

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

The following table summarizes the components of the net decrease in the Twenty-First Century Fox, Inc. investment for fiscal 2019:

 

 

For the year ended June 30, 2019

 

 

 

(in millions)

 

Cash pooling, general financing activities and other(a)

 

$

(1,502

)

Corporate allocations

 

 

291

 

Net dividend paid to Twenty-First Century Fox, Inc.

 

 

(6,500

)

Taxes payable(b)

 

 

821

 

Deferred taxes on step-up(c)

 

 

5,836

 

Other deferred taxes(c)

 

 

90

 

Net decrease in Twenty-First Century Fox, Inc. investment

 

$

(964

)

(a)

The nature of activities included in the line item ‘Cash pooling, general financing activities and other’ includes financing activities, capital transfers, cash sweeps, other treasury services and Direct Corporate Expenses.

(b)

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

(c)

As a result of the Separation and the Distribution, FOX obtained an additional tax basis in its assets equal to their respective fair market values. These amounts represent the additional estimated deferred tax asset recorded as a result of the increased tax basis (See Note 1—Description of Business and Basis of Presentation under the heading “Basis of Presentation”) and other deferred tax adjustments recorded as of the date of the Distribution.

94

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 14. COMMITMENTS AND CONTINGENCIES

The Company has commitments under certain firm contractual arrangements (“("firm commitments”commitments") to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes the Company’sCompany's material firm commitments as of June 30, 2021:

2022:

 

As of June 30, 2021

 

 

Payments due by period

 

 As of June 30, 2022

 

Total

 

 

1 year

 

 

2 - 3 years

 

 

4 - 5 years

 

 

After 5 years

 

 Payments due by period

 

(in millions)

 

 Total1 year2 - 3 years4 - 5 yearsAfter 5 years

Operating leases

 

$

589

 

 

$

103

 

 

$

201

 

 

$

140

 

 

$

145

 

(in millions)

Borrowings

 

 

8,000

 

 

 

750

 

 

 

1,250

 

 

 

600

 

 

 

5,400

 

Borrowings$7,250 $— $1,850 $— $5,400 

Sports programming rights

 

 

36,905

 

 

 

4,371

 

 

 

8,219

 

 

 

7,447

 

 

 

16,868

 

Entertainment programming rights

 

 

1,122

 

 

 

787

 

 

 

319

 

 

 

16

 

 

 

0

 

Licensed programmingLicensed programming34,160 5,031 8,136 7,782 13,211 

Other commitments and contractual obligations

 

 

587

 

 

 

280

 

 

 

249

 

 

 

58

 

 

 

0

 

Other commitments and contractual obligations709 305 269 119 16 

Total commitments, borrowings and contractual obligations

 

$

47,203

 

 

$

6,291

 

 

$

10,238

 

 

$

8,261

 

 

$

22,413

 

Total commitments, borrowings and contractual obligations$42,119 $5,336 $10,255 $7,901 $18,627 

Operating leases

For additional information on operating leases, see Note 2—Summary of Significant Accounting Policies under the heading “Leases” and Note 10—Leases.

Sports

Licensed programming rights

Under the Company’sCompany's contracts with the NFL,National Football League ("NFL"), the remaining future minimum payments for program rights to broadcast certain football games are payable over the remaining term of the contract through the 2033 NFL season.The NFL has a one-time right to terminate the agreement after the 2029 NFL season.

92

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’sCompany's contract with MLBMajor League Baseball ("MLB") gives the Company rights to broadcast certain regular season and post-season games, as well as exclusive rights to broadcast MLB’s MLB's World Series and All-Star Game through the 2028 MLB season.

The Company’sCompany's contracts with the National Association of Stock Car Auto Racing (“NASCAR”("NASCAR") give the Company rights to broadcast certain races and ancillary content through calendar year 2024.

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

Other commitments and contractual obligations

Primarily includes obligations relating to talent costs and television rating services agreements.

Pension and other postretirement benefits

In accordance with ASC 715, “Compensation—"Compensation—Retirement Benefits” (“Benefits" ("ASC 715”715"), the total accrued net benefit liability for pension and other postretirement benefit plans recognized as of June 30, 20212022 was $598$461 million (See Note 15—Pension and Other Postretirement Benefits). This amount is affected by, among other items, statutory funding levels, changes in plan demographics and assumptions and investment returns on plan assets. Because of the current overall funded status of the Company’sCompany's material plans, the accrued liability does not represent expected near-term liquidity needs and, accordingly, this amount is not included in the contractual obligations table.

95

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Contingencies

Profits Participants Litigation

In November 2015, profits participants in the Bones television series filed lawsuits against 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, Twentieth Century Fox Television (“TCFTV”), and Fox Broadcasting Corporation, alleging improprieties relating to profits participation payments for the show. During the fiscal year ended June 30, 2020, Disney as successor to 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, and TCFTV, settled with the plaintiffs and with other non-party profits participants, and the Company contributed approximately $58 million to those settlements.

FOX News

The Company’sCompany's FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

U.K. Newspaper Matters Indemnity

In connection with the separation of 21CF and News Corporation in June 2013 (the “21CF"21CF News Corporation Separation”Separation"), 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 21CF News Corporation Separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation before the 21CF News Corporation Separation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corporation (the “U.K."U.K. Newspaper Matters Indemnity”Indemnity"). In accordance with the Separation Agreement, the Company assumed certain costs and liabilities related to the U.K. Newspaper Matters Indemnity. The liability recorded in the Balance Sheets related to the indemnity was approximately $55$65 million and $65$55 million as of June 30, 2022 and 2021, and 2020, respectively.

Defamation and Disparagement Claims

From time to time, the Company and its news businesses, including FOX News Media and the FOX Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”"Smartmatic") in February 2021 and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”"Dominion") in March 2021. The Company believes these lawsuits, including the Smartmatic and Dominion matters, are without merit and intends to defend against them vigorously. To date, none of the amounts the Company has paid in
93

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
settlements of defamation or disparagement claims or reserved for pending or future claims isare material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

96

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Other

The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’sCompany's results of operations and financial condition. For the contingencies disclosed above for which there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the Company was unable to estimate the amount of loss or range of loss.

The Company’sCompany's operations are subject to tax primarily in various domestic jurisdictions and as a matter of course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. Each member of the 21CF consolidated group, which includes 21CF, the Company (prior to the Distribution) and 21CF’s21CF's other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21CF consolidated group. The tax matters agreement entered into in connection with the Separation requires 21CF and/or Disney to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the IRS in amounts that the Company cannot quantify.

NOTE 15. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements.agreements. The Company has a legally enforceable obligation to contribute to some plans and is not required to contribute to others. The plans include both defined benefit pension plans and employee non-contributory and employee contributory accumulation plans covering all eligible employees. The Company makes contributions in accordance with applicable laws or contract terms.

Pension and postretirement plans that are sponsored by the Company (“Direct Plans”) are accounted for as defined benefit pension plans. Accordingly, the funded and unfunded position of each Direct Planplan is recorded in the Balance Sheets. Actuarial gains and losses that have not yet been recognized through income are recorded in Accumulated other comprehensive loss net of taxes, and they are systematically amortized as a component of net periodic benefit cost in accordance with ASC 715. The Company’sCompany's benefit obligation for Direct Plansthe plans is calculated using assumptions which the Company reviews on a regular basis. The funded status of the Direct Plansplans can change from year to year, but the assets of the funded plans have been sufficient to pay all benefits that came due in each of fiscal 2022, 2021 2020 and 2019.

Prior to the Distribution, certain of the Company’s employees participated in defined benefit pension and postretirement plans sponsored by 21CF (“Shared Plans”), which include participants of other 21CF subsidiaries. 2020.

94
Shared Plans were accounted for as multiemployer benefit plans. Therefore, no asset or liability was recorded to recognize the funded status. The related pension expenses allocated to the Company were based primarily on benefits earned by active employees and accounted for in a manner similar to a defined contribution plan. In contemplation of the Separation, the pension and postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees were transferred to the Company in fiscal 2019.
Assets of $630 million, projected benefit obligations of $765 million and $188 million of accumulated other comprehensive loss ($143 million, net of tax) were recorded for pension benefits transferred from 21CF. Projected benefit obligations of $98 million and $18 million of accumulated other comprehensive loss ($14 million, net of tax) were recorded for postretirement benefits transferred from 21CF.

97

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company uses a June 30 measurement date for all Direct Plans.pension and postretirement benefit plans. The following table sets forth the change in the projected benefit obligation, change in the fair value of plan assets and funded status for the Company’s Direct Plans:

Company's pension and postretirement benefit plans:

 

Pension benefits

 

 

Postretirement benefits

 

Pension benefitsPostretirement benefits

 

As of June 30,

 

As of June 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

2022202120222021

 

(in millions)

 

(in millions)

Projected benefit obligation, beginning of the year

 

$

1,409

 

 

$

1,255

 

 

$

104

 

 

$

103

 

Projected benefit obligation, beginning of the year$1,468 $1,409 $98 $104 

Service cost

 

 

38

 

 

 

35

 

 

 

2

 

 

 

2

 

Service cost38 38 1 2 

Interest cost

 

 

30

 

 

 

39

 

 

 

2

 

 

 

3

 

Interest cost30 30 2 2 

Benefits paid

 

 

(23

)

 

 

(21

)

 

 

(4

)

 

 

(3

)

Benefits paid(22)(23)(4)(4)

Settlements(a)

 

 

(51

)

 

 

(45

)

 

 

0

 

 

 

0

 

Settlements(a)
(56)(51)— — 

Actuarial losses (gains)(b)

 

 

65

 

 

 

145

 

 

 

(6

)

 

 

(1

)

Actuarial (gains) losses(b)
Actuarial (gains) losses(b)
(256)65 (46)(6)

Other

 

 

0

 

 

 

1

 

 

 

0

 

 

 

0

 

Other1 — 2 — 

Projected benefit obligation, end of the year

 

 

1,468

 

 

 

1,409

 

 

 

98

 

 

 

104

 

Projected benefit obligation, end of the year1,203 1,468 53 98 

Change in the fair value of plan assets for the Company's benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in the fair value of plan assets for the Company's benefit plans:

Fair value of plan assets, beginning of the year

 

 

788

 

 

 

800

 

 

 

0

 

 

 

0

 

Fair value of plan assets, beginning of the year972 788 — — 

Actual return on plan assets

 

 

195

 

 

 

24

 

 

 

0

 

 

 

0

 

Actual return on plan assets(152)195 — — 

Employer contributions

 

 

63

 

 

 

30

 

 

 

4

 

 

 

3

 

Employer contributions59 63 4 4 

Benefits paid

 

 

(23

)

 

 

(21

)

 

 

(4

)

 

 

(3

)

Benefits paid(22)(23)(4)(4)

Settlements(a)

 

 

(51

)

 

 

(45

)

 

 

0

 

 

 

0

 

Settlements(a)
(56)(51)— — 

Fair value of plan assets, end of the year

 

 

972

 

 

 

788

 

 

 

0

 

 

 

0

 

Fair value of plan assets, end of the year801 972 — — 

Funded status(c)

 

$

(496

)

 

$

(621

)

 

$

(98

)

 

$

(104

)

Funded status(c)
$(402)$(496)$(53)$(98)

Grantor Trust assets(c)

 

$

304

 

 

$

247

 

 

$

0

 

 

$

0

 

Grantor Trust assets(c)
$270 $304 $— $— 

(a)

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

(b)

Actuarial (gains) for June 30, 2022 were mainly due to a change in the discount rate assumption utilized in measuring plan obligations. Actuarial losses (gains) for June 30, 2021 were mainly due to a change in the discount rate assumption utilized in measuring plan obligations and changes to other economic assumptions and demographic experience. Actuarial losses for June 30, 2020 were mainly due to a change in the discount rate assumption utilized in measuring plan obligations.

(c)

The Company has established an irrevocable grantor trust (the “Grantor Trust”"Grantor Trust"), administered by an independent trustee, with the intention of making cash contributions to the Trust to fund certain future pension benefit obligations of the Company. The assets in the Grantor Trust are unsecured funds of the Company and can be used to satisfy the Company’sCompany's obligations in the event of bankruptcy or insolvency.

Amounts recognized in the Balance Sheets consist of:

 

Pension benefits

 

 

Postretirement benefits

 

Pension benefitsPostretirement benefits

 

As of June 30,

 

As of June 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

2022202120222021

 

(in millions)

 

(in millions)

Pension assets

 

$

4

 

 

$

0

 

 

$

0

 

 

$

0

 

Pension assets$6 $4 $— $— 

Accrued pension liabilities

 

 

(500

)

 

 

(621

)

 

 

(98

)

 

 

(104

)

Accrued pension liabilities(408)(500)(53)(98)

Net amount recognized

 

$

(496

)

 

$

(621

)

 

$

(98

)

 

$

(104

)

Net amount recognized$(402)$(496)$(53)$(98)

98

95


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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

 

Pension benefits

 

 

Postretirement benefits

 

 

As of June 30,

 

Pension benefitsPostretirement benefits

 

2021

 

 

2020

 

 

2021

 

 

2020

 

As of June 30,

 

(in millions)

 

2022202120222021

Actuarial losses

 

$

409

 

 

$

533

 

 

$

13

 

 

$

20

 

(in millions)
Actuarial losses (gains)Actuarial losses (gains)$322 $409 $(33)$13 

Prior service cost

 

 

2

 

 

 

3

 

 

 

0

 

 

 

0

 

Prior service cost3 2 — — 

Net amounts recognized

 

$

411

 

 

$

536

 

 

$

13

 

 

$

20

 

Net amounts recognized$325 $411 $(33)$13 

Accumulated pension benefit obligations as of June 30, 2022 and 2021 and 2020 were $1,319$1,069 million and $1,273$1,319 million, respectively. For the funded plans, as of June 30, 2021,2022, the projected benefit obligation exceeds the fair value of the plan assets except for one plan that has assets of $100$81 million, a projected benefit obligation of $96$75 million and an accumulated benefit obligation of $96$75 million. Information about funded and unfunded pension plans is presented below:

 

Funded plans

 

 

Unfunded plans

 

 

Funded plansUnfunded plans

 

As of June 30,

 

 

As of June 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022202120222021

 

(in millions)

 

 

(in millions)

Projected benefit obligation

 

$

1,150

 

 

$

1,096

 

 

$

318

 

 

$

313

 

 

Projected benefit obligation$930 $1,150 $273 $318 

Accumulated benefit obligation

 

 

1,010

 

 

 

971

 

 

 

309

 

 

 

302

 

 

Accumulated benefit obligation801 1,010 268 309 

Fair value of plan assets

 

 

972

 

 

 

788

 

 

 

0

 

(a)

 

0

 

(a)

Fair value of plan assets801 972 — (a)— (a)

(a)

(a)The fair value of the assets in the Grantor Trust as of June 30, 2022 and 2021 was $270 million and 2020 was $304 million, and $247 million, respectively.

Information about funded and unfunded pension plans in which the accumulated benefit obligation exceeds fair value of the plan assets is presented below.

 

Funded plans

 

 

Unfunded plans

 

 

Funded plansUnfunded plans

 

As of June 30,

 

 

As of June 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022202120222021

 

(in millions)

 

 

(in millions)

Projected benefit obligation

 

$

990

 

 

$

1,096

 

 

$

318

 

 

$

313

 

 

Projected benefit obligation$807 $990 $273 $318 

Accumulated benefit obligation

 

 

854

 

 

 

971

 

 

 

309

 

 

 

302

 

 

Accumulated benefit obligation683 854 268 309 

Fair value of plan assets

 

 

811

 

 

 

788

 

 

 

0

 

(a)

 

0

 

(a)

Fair value of plan assets675 811 — (a)— (a)

(a)

(a)The fair value of the assets in the Grantor Trust as of June 30, 2022 and 2021 was $270 million and 2020 was $304 million, and $247 million, respectively.

96

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The components of net periodic benefit costs were as follows:

 

Pension benefits

 

 

Postretirement benefits

 

Pension benefitsPostretirement benefits

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2019

 

202220212020202220212020

 

(in millions)

 

(in millions)

Service cost

 

$

38

 

 

$

35

 

 

$

19

 

 

$

2

 

 

$

2

 

 

$

1

 

Service cost$38 $38 $35 $1 $2 $2 

Interest cost

 

 

30

 

 

 

39

 

 

 

30

 

 

 

2

 

 

 

3

 

 

 

2

 

Interest cost30 30 39 2 2 3 

Expected return on plan assets

 

 

(50

)

 

 

(55

)

 

 

(30

)

 

 

0

 

 

 

0

 

 

 

0

 

Expected return on plan assets(50)(50)(55)— — — 

Amortization of deferred losses

 

 

44

 

 

 

28

 

 

 

11

 

 

 

1

 

 

 

1

 

 

 

1

 

Amortization of deferred losses31 44 28 1 1 1 

Other

 

 

2

 

 

 

1

 

 

 

7

 

 

 

0

 

 

 

0

 

 

 

(1

)

Other3 2 1 — — — 

Net periodic benefit costs-Direct plans

 

 

64

 

 

 

48

 

 

 

37

 

 

 

5

 

 

 

6

 

 

 

3

 

Net periodic benefit costs- Shared Plans

 

 

0

 

 

 

0

 

 

 

14

 

 

 

0

 

 

 

0

 

 

 

4

 

Total periodic benefit costs

 

$

64

 

 

$

48

 

 

$

51

 

 

$

5

 

 

$

6

 

 

$

7

 

Net periodic benefit costsNet periodic benefit costs$52 $64 $48 $4 $5 $6 

99

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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

 

Pension benefits

 

Postretirement benefits

Pension benefitsPostretirement benefits

 

For the years ended June 30,

For the years ended June 30,

 

2021

 

2020

 

2019

 

2021

 

2020

 

2019

202220212020202220212020

Additional information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional information

Weighted-average assumptions used to determine benefit obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average assumptions used to determine benefit obligations

Discount rate

 

 

2.7

 

%

 

 

2.8

 

%

 

 

3.6

 

%

 

 

2.7

 

%

 

 

2.8

 

%

 

 

3.6

 

%

Discount rate4.8 %2.7 %2.8 %4.8 %2.7 %2.8 %

Weighted-average assumptions used to determine net periodic benefit costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average assumptions used to determine net periodic benefit costs

Discount rate for service cost

 

 

2.9

 

%

 

 

3.7

 

%

 

 

4.6

 

%

 

 

3.0

 

%

 

 

3.8

 

%

 

 

4.4

 

%

Discount rate for service cost2.8 %2.9 %3.7 %2.9 %3.0 %3.8 %

Discount rate for interest cost

 

 

2.2

 

%

 

 

3.2

 

%

 

 

4.1

 

%

 

 

2.2

 

%

 

 

3.2

 

%

 

 

3.9

 

%

Discount rate for interest cost2.1 %2.2 %3.2 %2.2 %2.2 %3.2 %

Expected return on plan assets

 

 

6.5

 

%

 

 

7.0

 

%

 

 

7.0

 

%

 

N/A

 

N/A

 

N/A

Expected return on plan assets5.1 %6.5 %7.0 %N/AN/AN/A

N/A – not applicable.

N/A – not applicable.
The Company utilizes a full yield curve approach in the estimation of the service and interest components of net periodic benefit costs for pension and postretirement benefits by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. The Company utilizes the latest mortality table released by the Society of Actuaries.

The following assumed health care cost trend rates as of June 30 were also used in accounting for postretirement benefits:

 

Postretirement benefits

Postretirement benefits

 

Fiscal 2021

 

Fiscal 2020

Fiscal 2022Fiscal 2021

Health care cost trend rate

 

 

6.0

 

%

 

 

7.3

 

%

Health care cost trend rate5.8 %6.0 %

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

 

 

4.0

 

%

 

 

4.5

 

%

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)4.0 %4.0 %

Year that the rate reaches the ultimate trend rate

 

2047

 

 

 

2039

 

 

Year that the rate reaches the ultimate trend rate20472047

The following table sets forth the estimated benefit payments and estimated settlements for the next five fiscal years and in aggregate for the five fiscal years thereafter. These payments are estimated based on the
97

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
same assumptions used to measure the Company’sCompany's benefit obligation at the end of the fiscal year and include benefits attributable to estimated future employee service:

 

Expected benefit payments

 

Expected benefit payments

 

Pension

benefits

 

 

Postretirement

benefits

 

Pension
benefits
Postretirement
benefits

 

(in millions)

 

(in millions)

Fiscal year

 

 

 

 

 

 

 

 

Fiscal year

2022

 

$

66

 

 

$

4

 

2023

 

 

63

 

 

 

5

 

2023$61 $4 

2024

 

 

63

 

 

 

5

 

202464 4 

2025

 

 

65

 

 

 

5

 

202565 4 

2026

 

 

65

 

 

 

5

 

202665 4 

2027-2031

 

 

370

 

 

 

25

 

2027202769 4 
2028-20322028-2032395 19 

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

100

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Plan Assets and Grantor Trust

The following tables present Plan assets for the Company’s Direct PlansCompany's funded pension plans and Grantor Trust assets to fund certain future unfunded pension benefit obligations of the Company. The assets are classified by level within the fair value hierarchy, as described in Note 6—Fair Value, as of June 30, 20212022 and 2020:

2021:

 

As of June 30, 2021

 

As of June 30, 2022

 

 

 

 

 

Fair value measurements at reporting date using

 

 

Assets measured

 

Fair value measurements at reporting date usingAssets measured

 

Total

 

 

Level 1

 

 

Level 2

 

 

at NAV(a)

 

TotalLevel 1Level 2
at NAV(a)

 

(in millions)

 

(in millions)

PENSION PLAN ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PENSION PLAN ASSETS

Pooled funds(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pooled funds(b)

Money market funds

 

$

22

 

 

$

22

 

 

$

0

 

 

$

0

 

Money market funds$20 $20 $— $— 

Domestic equity funds

 

 

67

 

 

 

67

 

 

 

0

 

 

 

0

 

Domestic equity funds82 82 — — 

Domestic fixed income funds(c)

 

 

355

 

 

 

355

 

 

 

0

 

 

 

0

 

Domestic fixed income funds(c)
381 381 — — 

International equity funds

 

 

193

 

 

 

193

 

 

 

0

 

 

 

0

 

International equity funds133 133 — — 

International fixed income funds(c)

 

 

28

 

 

 

28

 

 

 

0

 

 

 

0

 

Balanced funds

 

 

93

 

 

 

93

 

 

 

0

 

 

 

0

 

Balanced funds78 78 — — 

U.S. common stocks(d)

 

 

136

 

 

 

136

 

 

 

0

 

 

 

0

 

U.S. common stocks(d)
43 43 — — 

Partnership interests

 

 

10

 

 

 

0

 

 

 

0

 

 

 

10

 

Partnership interests33 — — 33 

Exchange traded equity funds(d)

 

 

67

 

 

 

67

 

 

 

0

 

 

 

0

 

Exchange traded equity funds(d)
32 32 — — 

Other(f)

 

 

1

 

 

 

0

 

 

 

1

 

 

 

0

 

Other(e)
Other(e)
(1)(1)— — 

Total fair value of plan assets

 

$

972

 

 

$

961

 

 

$

1

 

 

$

10

 

Total fair value of plan assets$801 $768 $— $33 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRANTOR TRUST ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRANTOR TRUST ASSETS

Balanced funds(b)

 

$

267

 

 

$

267

 

 

$

0

 

 

$

0

 

Balanced funds(b)
$234 $234 $— $— 

Partnership interests

 

 

17

 

 

 

0

 

 

 

0

 

 

 

17

 

Partnership interests16 — — 16 

Other(f)

 

 

20

 

 

 

20

 

 

 

0

 

 

 

0

 

Other(e)
Other(e)
20 20 — — 

Total fair value of Grantor Trust assets

 

$

304

 

 

$

287

 

 

$

0

 

 

$

17

 

Total fair value of Grantor Trust assets$270 $254 $— $16 

101

98


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

As of June 30, 2020

 

As of June 30, 2021

 

 

 

 

 

Fair value measurements at reporting date using

 

 

Assets measured

 

Fair value measurements at reporting date usingAssets measured

 

Total

 

 

Level 1

 

 

Level 2

 

 

at NAV(a)

 

TotalLevel 1Level 2
at NAV(a)

 

(in millions)

 

(in millions)

PENSION PLAN ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PENSION PLAN ASSETS

Pooled funds(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pooled funds(b)

Money market funds

 

$

33

 

 

$

0

 

 

$

33

 

 

$

0

 

Money market funds$22 $22 $— $— 

Domestic equity funds

 

 

73

 

 

 

73

 

 

 

0

 

 

 

0

 

Domestic equity funds67 67 — — 

Domestic fixed income funds(c)

 

 

3

 

 

 

3

 

 

 

0

 

 

 

0

 

Domestic fixed income funds(c)
355 355 — — 

International equity funds

 

 

119

 

 

 

119

 

 

 

0

 

 

 

0

 

International equity funds193 193 — — 

International fixed income funds(c)

 

 

29

 

 

 

1

 

 

 

0

 

 

 

28

 

International fixed income funds(c)
28 28 — — 

Balanced funds

 

 

181

 

 

 

114

 

 

 

0

 

 

 

67

 

Balanced funds93 93 — — 

U.S. common stocks(d)

 

 

144

 

 

 

144

 

 

 

0

 

 

 

0

 

U.S. common stocks(d)
136 136 — — 

Government and Agency obligations(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic government obligations

 

 

19

 

 

 

0

 

 

 

19

 

 

 

0

 

Domestic agency obligations

 

 

24

 

 

 

0

 

 

 

24

 

 

 

0

 

Corporate obligations(e)

 

 

50

 

 

 

0

 

 

 

50

 

 

 

0

 

Partnership interests

 

 

13

 

 

 

0

 

 

 

0

 

 

 

13

 

Partnership interests10 — — 10 

Exchange traded funds(d)

 

 

70

 

 

 

70

 

 

 

0

 

 

 

0

 

Exchange traded funds(d)
67 67 — — 

Other(f)

 

 

30

 

 

 

(10

)

 

 

40

 

 

 

0

 

Other(e)
Other(e)
1 — 1 — 

Total fair value of plan assets

 

$

788

 

 

$

514

 

 

$

166

 

 

$

108

 

Total fair value of plan assets$972 $961 $1 $10 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRANTOR TRUST ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GRANTOR TRUST ASSETS

Balanced funds(b)

 

$

214

 

 

$

214

 

 

$

0

 

 

$

0

 

Balanced funds(b)
$267 $267 $— $— 

Partnership interests

 

 

13

 

 

 

0

 

 

 

0

 

 

 

13

 

Partnership interests17 — — 17 

Other(f)

 

 

20

 

 

 

20

 

 

 

0

 

 

 

0

 

Other(e)
Other(e)
20 20 — — 

Total fair value of Grantor Trust assets

 

$

247

 

 

$

234

 

 

$

0

 

 

$

13

 

Total fair value of Grantor Trust assets$304 $287 $— $17 

(a)

(a)Investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy disclosure. These investments have monthly liquidity.

(b)

Pooled funds that have a readily determinable fair value are valued at the regularly published NAV.

(c)

(c)

Domestic fixed income funds and international fixed income funds consist primarily of investment grade securities.

(d)

(d)

Exchange traded funds and common stock investments that are publicly traded are valued at the closing price reported on active markets in which the securities are traded.

(e)

(e)

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

(f)

Includes cash and cash equivalents, plan receivables and payables and certain other fixed income investments.

The investment objective for the funded pension plans is to grow assets to decrease the deficit and protect improvements in funded status. The asset allocation strategy will change over time by shifting assets from return seeking assets to liability hedging assets upon the achievement of certain funding milestones. The target asset allocation on June 30, 20212022 is 57%50% return seeking assets and 43%50% liability hedging assets. Theassets which is consistent with the actual asset allocation onas of June 30, 2021 is 62% return seeking assets and 38% liability hedging assets.2022. Return seeking assets are diversified across multiple asset classes and liability hedging assets are managed to correlate highly with the pension liabilities to reduce interest rate risk. Assets are generally managed by external investment managers. The expected long-term rate of return on asset assumption is determined using the current target asset allocation and applying expected future returns for the various asset classes and correlations amongst the asset classes.

102

99


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The funded plans weighted-average asset allocation, by asset category, are as follows:

 

Pension benefits

Pension benefits

 

As of June 30,

As of June 30,

 

2021

 

2020

20222021

Asset Category

 

 

 

 

 

 

 

 

 

 

Asset Category

Equity investments

 

 

48

 

%

 

 

51

 

%

Equity investments37 %48 %

Fixed income investments

 

 

42

 

 

 

 

21

 

 

Other, including cash

 

 

10

 

 

 

 

28

 

 

Fixed income investments, including cashFixed income investments, including cash52 42 
OtherOther11 10 

Total

 

 

100

 

%

 

 

100

 

%

Total100 %100 %

Required pension plan contributions for the next fiscal year are not expected to be material; however, actual contributions may be affected by pension asset and liability valuation changes during the year. The Company will continue to make voluntary contributions as necessary to improve funded status.

Defined Contribution Plans

The Company has defined contribution plans for the benefit of substantially all employees meeting certain eligibility requirements. Employer contributions to such plans were $58 million, $49 million $44 million and $39$44 million for fiscal 2022, 2021 and 2020, and 2019, respectively.

NOTE 16. INCOME TAXES

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

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

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

 

(in millions)

 

(in millions)

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

Federal

 

$

181

 

 

$

110

 

 

$

127

 

Federal$88 $181 $110 

State, local and other

 

 

2

 

 

 

9

 

 

 

68

 

State, local and other31 2 9 

Total current

 

 

183

 

 

 

119

 

 

 

195

 

Total current119 183 119 

Deferred

 

 

534

 

 

 

283

 

 

 

386

 

Deferred342 534 283 

Provision for income taxes

 

$

717

 

 

$

402

 

 

$

581

 

Provision for income taxes$461 $717 $402 

100

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The reconciliation of income tax computed at the statutory rate to income tax (expense) benefitexpense was:

 

For the years ended June 30,

For the years ended June 30,

 

2021

 

2020

 

2019

202220212020

U.S. federal income tax rate

 

 

21

 

%

 

 

21

 

%

 

 

21

 

%

U.S. federal income tax rate21 %21 %21 %

State and local taxes

 

 

4

 

 

 

 

4

 

 

 

 

4

 

 

State and local taxes4 4 4 

Nondeductible compensation

 

 

1

 

 

 

 

2

 

 

 

 

-

 

 

Nondeductible compensation1 1 2 

Valuation allowance movements

 

 

-

 

 

 

 

1

 

 

 

 

-

 

 

Valuation allowance movements— — 1 

Adjustments for tax matters, net

 

 

(1

)

 

 

 

(1

)

 

 

 

-

 

 

Adjustments for tax matters, net— (1)(1)
Return to accrual(a)
Return to accrual(a)
2 — — 

Other

 

 

-

 

 

 

 

-

 

 

 

 

1

 

 

Other(1)— — 

Effective tax rate

 

 

25

 

%

 

 

27

 

%

 

 

26

 

%

Effective tax rate27 %25 %27 %

103

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(a)Primarily attributable to a remeasurement of the Company's net deferred tax assets associated with changes in the mix of jurisdictional earnings.
The following is a summary of the components of the deferred tax accounts:

 

As of June 30,

 

As of June 30,

 

2021

 

 

2020

 

20222021

 

(in millions)

 

(in millions)

Deferred tax assets

 

 

 

 

 

 

 

 

Deferred tax assets

Basis difference(a)

 

$

3,676

 

 

$

4,176

 

Basis difference(a)
$3,371 $3,676 

Operating lease liabilities

 

 

121

 

 

 

140

 

Operating lease liabilities123 121 

Pension benefit obligations

 

 

64

 

 

 

93

 

Pension benefit obligations34 64 

Equity-based compensation

 

 

33

 

 

 

31

 

Equity-based compensation30 33 

Accrued liabilities

 

 

37

 

 

 

31

 

Accrued liabilities— 37 

Net operating loss carryforwards

 

 

18

 

 

 

28

 

Net operating loss carryforwards31 18 

Other

 

 

117

 

 

 

120

 

Other104 117 

Total deferred tax assets

 

 

4,066

 

 

 

4,619

 

Total deferred tax assets3,693 4,066 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Deferred tax liabilities

Operating lease ROU assets

 

 

(114

)

 

 

(133

)

Operating lease ROU assets(116)(114)
Accrued liabilitiesAccrued liabilities(2)— 

Sports rights contracts

 

 

(108

)

 

 

(110

)

Sports rights contracts(108)(108)

Total deferred tax liabilities

 

 

(222

)

 

 

(243

)

Total deferred tax liabilities(226)(222)

Net deferred tax asset before valuation allowance

 

 

3,844

 

 

 

4,376

 

Net deferred tax asset before valuation allowance3,467 3,844 

Less: valuation allowance

 

 

(24

)

 

 

(20

)

Less: valuation allowance(34)(24)

Total net deferred tax assets(b)

 

$

3,820

 

 

$

4,356

 

Total net deferred tax assets(b)
$3,433 $3,820 

(a)

(a)As a result of the Separation and the Distribution, which was a taxable transaction for which the estimated tax liability of $5.8 billion was included in the Transaction Tax paid by the Company, FOX obtained a tax basis in its assets equal to their respective fair market values. This amount includes the additional estimated deferred tax asset recorded as a result of the increased tax basis (See Note 1—Description of Business and Basis of Presentation under the heading “Basis"Basis of Presentation”Presentation").

(b)

Includes a $7 million and $2 million deferred tax liability recorded in Other liabilities on the Consolidated Balance Sheet as of June 30, 2022 and 2021, and 2020.

respectively.

As of June 30, 2021,2022, the Company had $18$31 million of tax attributes from net operating loss carryforwards available to offset future taxable income. A substantial portion of these losses can be carried forward indefinitely. The Company also had $10 million of tax attributes from capital loss carry forwards available to offset future capital gains. A substantial portion of these capital losses can be carried forward for four years.

101

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The net increase in the valuation allowance to $24$34 million as of June 30, 20212022 was primarily due to the additional valuation allowance required on net operating loss carryforwards not expected to be utilized.

utilized, partially offset by the release from the utilization of a capital loss carryforward.

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

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

 

(in millions)

 

(in millions)

Balance, beginning of year

 

$

73

 

 

$

94

 

 

$

91

 

Balance, beginning of year$30 $73 $94 

Additions for prior year tax positions

 

 

-

 

 

 

1

 

 

 

7

 

Additions for prior year tax positions1 — 1 

Additions for current year tax positions

 

 

2

 

 

 

2

 

 

 

9

 

Additions for current year tax positions2 2 2 

Reduction for prior year tax positions

 

 

(45

)

(a)

 

(24

)

(a)

 

(13

)

Reduction for prior year tax positions(5)(a)(45)(a)(24)(a)

Balance, end of year

 

$

30

 

 

$

73

 

 

$

94

 

Balance, end of year$28 $30 $73 

(a)

(a)The reduction for prior year tax positions in fiscal 2022 of $5 million is primarily from the expiration of statutes of limitations. The reduction for prior year tax positions in fiscal 2021 includes $31 million from the settlement of audits and $14 million from the expiration of statutes of limitations. The reduction for prior year tax positions in fiscal 2020 includes $21 million from the expiration of statutes of limitations.

The Company recognizes interest and penalty charges related to uncertain tax positions as income tax (expense) benefit. The Company recorded liabilities for accrued interest of $11 million and $22 million as of June 30, 20212022 and 2020, respectively,2021 and the amounts of interest income/expense recorded in each of the three fiscal years2022, 2021 2020 and 20192020 were not material.

104

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company is subject to tax primarily in various domestic jurisdictions and, as a matter of ordinary course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not anticipate that the resolution of these pending tax matters will have a material adverse effect on its combinedconsolidated financial condition, future results of operations or liquidity. The net decrease to the balance of uncertain tax positions in fiscal 20212022 is primarily attributable to state matters. The Company does not expect significant changes to these positions over the next 12 months. As of June 30, 2022 and 2021, and 2020, $24$22 million and $58$24 million, respectively, would affect the Company’sCompany's effective income tax rate if the Company’sCompany's position with respect to the uncertainties is sustained.

NOTE 17. SEGMENT INFORMATION

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

•

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

•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S.

Television, which principally consists of the production, acquisition, marketing and distribution of broadcast network programming and free advertising-supported video-on-demand (“AVOD”) services under the FOX and Tubi brands, respectfully, and the operation of 29 full power broadcast television stations, including 11 duopolies, in the U.S. Of these stations, 18 are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and 1 is an independent station.

•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand ("AVOD") service TUBI, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and 1 is an independent station.

•

Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, 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. Credible is a U.S. consumer finance marketplace.

The Company’sFOX 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. Credible is a U.S. consumer finance marketplace.

102

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company's operating segments have been determined in accordance with the Company’sCompany's internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.

Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment and restructuring charges, Interest expense, Interest income,net, Other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’sCompany's business segments because it is the primary measure used by the Company’sCompany's chief operating decision maker to evaluate the performance of and allocate resources to the Company’sCompany's businesses.

105

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following tables set forth the Company’sCompany's Revenues and Segment EBITDA for fiscal 2022, 2021 2020 and 2019:

2020:

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

 

(in millions)

 

(in millions)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

Cable Network Programming

 

$

5,683

 

 

$

5,492

 

 

$

5,381

 

Cable Network Programming$6,097 $5,683 $5,492 

Television

 

 

7,048

 

 

 

6,661

 

 

 

5,979

 

Television7,685 7,048 6,661 

Other, Corporate and Eliminations

 

 

178

 

 

 

150

 

 

 

29

 

Other, Corporate and Eliminations192 178 150 

Total revenues

 

$

12,909

 

 

$

12,303

 

 

$

11,389

 

Total revenues$13,974 $12,909 $12,303 

Segment EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Segment EBITDA

Cable Network Programming

 

$

2,876

 

 

$

2,706

 

 

$

2,495

 

Cable Network Programming$2,934 $2,876 $2,706 

Television

 

 

555

 

 

 

430

 

 

 

470

 

Television347 555 430 

Other, Corporate and Eliminations

 

 

(344

)

 

 

(357

)

 

 

(284

)

Other, Corporate and Eliminations(326)(344)(357)

Amortization of cable distribution investments

 

 

(22

)

 

 

(24

)

 

 

(38

)

Amortization of cable distribution investments(18)(22)(24)

Depreciation and amortization

 

 

(300

)

 

 

(258

)

 

 

(212

)

Depreciation and amortization(363)(300)(258)

Impairment and restructuring charges

 

 

(35

)

 

 

(451

)

 

 

(26

)

Impairment and restructuring charges— (35)(451)

Interest expense

 

 

(395

)

 

 

(369

)

 

 

(203

)

Interest income

 

 

4

 

 

 

35

 

 

 

41

 

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

Other, net

 

 

579

 

 

 

(248

)

 

 

(19

)

Other, net(509)579 (248)

Income before income tax expense

 

 

2,918

 

 

 

1,464

 

 

 

2,224

 

Income before income tax expense1,694 2,918 1,464 

Income tax expense

 

 

(717

)

 

 

(402

)

 

 

(581

)

Income tax expense(461)(717)(402)

Net income

 

 

2,201

 

 

 

1,062

 

 

 

1,643

 

Net income1,233 2,201 1,062 

Less: Net income attributable to noncontrolling interests

 

 

(51

)

 

 

(63

)

 

 

(48

)

Less: Net income attributable to noncontrolling interests(28)(51)(63)

Net income attributable to Fox Corporation stockholders

 

$

2,150

 

 

$

999

 

 

$

1,595

 

Net income attributable to Fox Corporation stockholders$1,205 $2,150 $999 

103

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Revenues by Segment by Component

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

 

(in millions)

 

(in millions)

Cable Network Programming

 

 

 

 

 

 

 

 

 

 

 

 

Cable Network Programming

Affiliate fee

 

$

3,995

 

 

$

3,870

 

 

$

3,804

 

Affiliate fee$4,205 $3,995 $3,870 

Advertising

 

 

1,337

 

 

 

1,164

 

 

 

1,184

 

Advertising1,462 1,337 1,164 

Other

 

 

351

 

 

 

458

 

 

 

393

 

Other430 351 458 

Total Cable Network Programming revenues

 

 

5,683

 

 

 

5,492

 

 

 

5,381

 

Total Cable Network Programming revenues6,097 5,683 5,492 

Television

 

 

 

 

 

 

 

 

 

 

 

 

Television

Advertising

 

 

4,094

 

 

 

4,169

 

 

 

3,872

 

Advertising4,440 4,094 4,169 

Affiliate fee

 

 

2,440

 

 

 

2,038

 

 

 

1,708

 

Affiliate fee2,673 2,440 2,038 

Other

 

 

514

 

 

 

454

 

 

 

399

 

Other572 514 454 

Total Television revenues

 

 

7,048

 

 

 

6,661

 

 

 

5,979

 

Total Television revenues7,685 7,048 6,661 

Other, Corporate and Eliminations

 

 

178

 

 

 

150

 

 

 

29

 

Other, Corporate and Eliminations192 178 150 

Total revenues

 

$

12,909

 

 

$

12,303

 

 

$

11,389

 

Total revenues$13,974 $12,909 $12,303 

For fiscal 2022, 2021 and 2020, the Company had 0no individual customers that accounted for 10% or more of Revenues. For fiscal 2019, the Company had 1 customer that represented approximately 11% of Revenues.

Future Performance Obligations

As of June 30, 2021, approximately $5 billion of revenues are expected to be recognized primarily over the next one to three years. The Company’s most significant remaining performance obligations relate to affiliate contracts, sports advertising contracts and content licensing contracts with fixed fees. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less,

106

For the years ended June 30,
202220212020
(in millions)
Depreciation and amortization
Cable Network Programming$60 $55 $59 
Television112 104 73 
Other, Corporate and Eliminations191 141 126 
Total depreciation and amortization$363 $300 $258 
For the years ended June 30,
202220212020
(in millions)
Capital expenditures
Cable Network Programming$67 $53 $43 
Television104 100 72 
Other, Corporate and Eliminations136 331 244 
Total capital expenditures$307 $484 $359 
As of June 30,
20222021
(in millions)
Assets
Cable Network Programming$2,682 $2,577 
Television7,915 7,305 
Other, Corporate and Eliminations11,010 12,145 
Investments578 899 
Total assets$22,185 $22,926 
104


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.

 

For the years ended June 30,

 

 

2021

 

 

2020

 

 

2019

 

 As of June 30,

 

(in millions)

 

 20222021

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)
Goodwill and intangible assets, netGoodwill and intangible assets, net

Cable Network Programming

 

$

55

 

 

$

59

 

 

$

48

 

Cable Network Programming$1,322 $1,324 

Television

 

 

104

 

 

 

73

 

 

 

96

 

Television4,671 4,582 

Other, Corporate and Eliminations

 

 

141

 

 

 

126

 

 

 

68

 

Other, Corporate and Eliminations718 683 

Total depreciation and amortization

 

$

300

 

 

$

258

 

 

$

212

 

Total goodwill and intangible assets, netTotal goodwill and intangible assets, net$6,711 $6,589 

 

 

For the years ended June 30,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

(in millions)

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

53

 

 

$

43

 

 

$

83

 

Television

 

 

100

 

 

 

72

 

 

 

71

 

Other, Corporate and Eliminations

 

 

331

 

 

 

244

 

 

 

81

 

Total capital expenditures

 

$

484

 

 

$

359

 

 

$

235

 

 

 

As of June 30,

 

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Assets

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

2,577

 

 

$

2,591

 

Television

 

 

7,305

 

 

 

7,054

 

Other, Corporate and Eliminations

 

 

12,145

 

 

 

11,487

 

Investments

 

 

899

 

 

 

618

 

Total assets

 

$

22,926

 

 

$

21,750

 

 

 

As of June 30,

 

 

 

2021

 

 

2020

 

 

 

(in millions)

 

Goodwill and intangible assets, net

 

 

 

 

 

 

 

 

Cable Network Programming

 

$

1,324

 

 

$

1,287

 

Television

 

 

4,582

 

 

 

4,630

 

Other, Corporate and Eliminations

 

 

683

 

 

 

690

 

Total goodwill and intangible assets, net

 

$

6,589

 

 

$

6,607

 

107

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 18. EARNINGS PER SHARE

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

share:

 

For the years ended June 30,

 

 For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

 20222021 2020

 

(in millions, except per share amounts)

 

 (in millions, except per share amounts)

Net income attributable to Fox Corporation stockholders

 

$

2,150

 

 

$

999

 

 

$

1,595

 

Net income attributable to Fox Corporation stockholders$1,205 $2,150 $999 

Weighted average shares - basic(a)

 

 

591

 

 

 

613

 

 

 

621

 

Shares issuable under equity-based compensation plans(b)

 

 

4

 

 

 

3

 

 

 

0

 

Weighted average shares - diluted(a)

 

 

595

 

 

 

616

 

 

 

621

 

Weighted average shares - basicWeighted average shares - basic566 591 613 
Shares issuable under equity-based compensation plans(a)
Shares issuable under equity-based compensation plans(a)
4 4 3 
Weighted average shares - dilutedWeighted average shares - diluted570 595 616 

Net income attributable to Fox Corporation stockholders per share - basic

 

$

3.64

 

 

$

1.63

 

 

$

2.57

 

Net income attributable to Fox Corporation stockholders per share - basic$2.13 $3.64 $1.63 

Net income attributable to Fox Corporation stockholders per share - diluted

 

$

3.61

 

 

$

1.62

 

 

$

2.57

 

Net income attributable to Fox Corporation stockholders per share - diluted$2.11 $3.61 $1.62 

(a)

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

(b)

(a)Weighted average common shares include the incremental shares that would be issued upon the assumed vesting of RSUs, PSUs and stock options (including PSOs) if the effect is dilutive (See Note 12—Equity-Based Compensation).

NOTE 19. QUARTERLY DATA (UNAUDITED)

 

 

For the three months ended

 

 

 

September 30,

 

 

December 31,

 

 

March 31,

 

 

June 30,

 

 

 

(in millions, except per share amounts)

 

FISCAL 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,717

 

 

$

4,087

 

 

$

3,215

 

 

$

2,890

 

Net income attributable to Fox Corporation stockholders(a)

 

 

1,106

 

 

 

224

 

 

 

567

 

 

 

253

 

Net income attributable to Fox Corporation stockholders per share - basic

 

 

1.83

 

 

 

0.38

 

 

 

0.96

 

 

 

0.44

 

Net income attributable to Fox Corporation stockholders per share - diluted

 

 

1.83

 

 

 

0.37

 

 

 

0.96

 

 

 

0.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,667

 

 

$

3,778

 

 

$

3,440

 

 

$

2,418

 

Net income attributable to Fox Corporation stockholders(a)

 

 

499

 

 

 

300

 

 

 

78

 

 

 

122

 

Net income attributable to Fox Corporation stockholders per share - basic

 

 

0.80

 

 

 

0.49

 

 

 

0.13

 

 

 

0.20

 

Net income attributable to Fox Corporation stockholders per share - diluted

 

 

0.80

 

 

 

0.48

 

 

 

0.13

 

 

 

0.20

 

(a)

See Note 5—Inventories, net and Note 21—Additional Financial Information under the heading “Other, net” for details of infrequent items recorded during the fiscal year. In addition, the Company recorded impairment and restructuring charges of $442 million, or $0.73 per basic and diluted share, during the fourth quarter of fiscal 2020 (See Note 4—Restructuring Programs for additional information).

108

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 20.19. VALUATION AND QUALIFYING ACCOUNTS

 

Balance as

of beginning

of year

 

 

Additions

 

 

Utilization

 

 

Other

 

 

Balance as

of end of

year

 

Balance as
of beginning
of year
AdditionsUtilizationOther
Balance as
of end of
year
(in millions)
FISCAL 2022FISCAL 2022
Allowances for doubtful accountsAllowances for doubtful accounts$(77)$(2)$19 $6 $(54)
Deferred tax valuation allowanceDeferred tax valuation allowance(24)(23)13 — (34)

 

(in millions)

 

FISCAL 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL 2021

Allowances for doubtful accounts

 

$

(93

)

 

$

(4

)

 

$

11

 

 

$

9

 

 

$

(77

)

Allowances for doubtful accounts$(93)$(4)$11 $9 $(77)

Deferred tax valuation allowance

 

 

(20

)

 

 

(9

)

 

 

5

 

 

 

0

 

 

 

(24

)

Deferred tax valuation allowance(20)(9)5 — (24)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL 2020

Allowances for doubtful accounts

 

$

(35

)

 

$

(63

)

 

$

5

 

 

$

0

 

 

$

(93

)

Allowances for doubtful accounts$(35)$(63)$5 $— $(93)

Deferred tax valuation allowance

 

 

(6

)

 

 

(19

)

 

 

5

 

 

 

-

 

 

 

(20

)

Deferred tax valuation allowance(6)(19)5 — (20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowances for doubtful accounts

 

$

(28

)

 

$

(15

)

 

$

8

 

 

$

0

 

 

$

(35

)

Deferred tax valuation allowance

 

 

(45

)

 

 

(10

)

 

 

-

 

 

 

49

 

(a)

 

(6

)

(a)

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


105

FOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 21.20. ADDITIONAL FINANCIAL INFORMATION

Interest expense, net
The following table sets forth the components of Interest expense, net included in the Statements of Operations:
For the years ended June 30,
202220212020
(in millions)
Interest expense$(377)$(395)$(369)
Interest income6 4 35 
Interest expense, net$(371)$(391)$(334)
Other, net

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

 

For the years ended June 30,

 

 

2021

 

 

2020

 

 

2019

 

For the years ended June 30,

 

(in millions)

 

202220212020

Transaction costs(a)

 

$

421

 

 

$

(125

)

 

$

(199

)

Net gains on investments in equity securities(b)

 

 

258

 

 

 

14

 

 

 

268

 

(in millions)
Net (losses) gains on investments in equity securities(a)
Net (losses) gains on investments in equity securities(a)
$(386)$258 $14 

U.K. Newspaper Matters Indemnity(c)(b)

 

 

(64

)

 

 

(90

)

 

 

(58

)

(81)(64)(90)
Transaction costs(c)
Transaction costs(c)
(69)421 (125)

Other

 

 

(36

)

 

 

(47

)

 

 

(30

)

Other27 (36)(47)

Total other, net

 

$

579

 

 

$

(248

)

 

$

(19

)

Total other, net$(509)$579 $(248)

(a)

(a)Net (losses) gains on investments in equity securities for fiscal 2022 and 2021 included the (losses) gains related to the changes in fair value of the Company's investment in Flutter (See Note 6—Fair Value). Net (losses) gains on investments in equity securities for fiscal 2020 included the loss related to the change in fair value of the Company's investment in Roku, which was sold in March 2020 (See Note 3—Acquisitions, Disposals and Other Transactions under the heading "Roku").
(b)See Note 14—Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity."
(c)The transaction costs for fiscal 2021 are primarily related to the partial settlement from Disney of $462 million related to the reimbursement of the Company’sCompany's prepayment of its share of the Divestiture Tax (See Note 1—Description of Business and Basis of Presentation). The transaction costs for fiscal 2020 and 2019 are primarily related to the Separation and the Distribution, which includes retention related costscost, and for fiscal 2020 include costs associated with the profits participants litigation (See Note 14—Commitments and Contingencies under the heading “Profits"Profits Participants Litigation”)Litigation" to the financial statements included within the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 as filed with the SEC on August 10, 2021).

(

106

b)

Net gains on investments in equity securities for fiscal 2021 included the gains related to the changes in fair value of the Company’s investment in Flutter (See Note 6—Fair Value). Net gains on investments in equity securities for fiscal 2020 included the loss related to the change in fair value of the Company’s investment in Roku, which was sold in March 2020 (See Note 3—Acquisitions, Disposals and Other Transactions under the heading “Roku”).

(c)

See Note 14—Commitments and Contingencies under the heading “U.K. Newspaper Matters Indemnity.”

109

FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Other Non-Current Assets

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

 

As of June 30,

 

As of June 30,

 

2021

 

 

2020

 

20222021

 

(in millions)

 

(in millions)

Investments(a)

 

$

899

 

 

$

618

 

Investments(a)
$578 $899 
Inventories, netInventories, net521 199 

Operating lease ROU assets

 

 

469

 

 

 

539

 

Operating lease ROU assets477 469 

Grantor Trust

 

 

304

 

 

 

247

 

Grantor Trust270 304 

Inventories, net

 

 

199

 

 

 

202

 

Other

 

 

187

 

 

 

195

 

Other225 187 

Total other non-current assets

 

$

2,058

 

 

$

1,801

 

Total other non-current assets$2,071 $2,058 

(a)

(a)Includes investments accounted for at fair value on a recurring basis of $788$435 million and $531$788 million as of June 30, 20212022 and 2020,2021, respectively (See Note 6—Fair Value).

Accounts Payable, Accrued Expenses and Other Current Liabilities

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

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Accrued expenses

 

$

1,077

 

 

$

907

 

Accrued expenses$992 $1,077 

Program rights payable

 

 

659

 

 

 

485

 

Programming payableProgramming payable686 659 

Deferred revenue

 

 

196

 

 

 

152

 

Deferred revenue209 196 

Operating lease liabilities

 

 

92

 

 

 

122

 

Operating lease liabilities107 92 

Other current liabilities

 

 

229

 

 

 

240

 

Other current liabilities302 229 

Total accounts payable, accrued expenses and other current liabilities

 

$

2,253

 

 

$

1,906

 

Total accounts payable, accrued expenses and other current liabilities$2,296 $2,253 

Other Liabilities

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

 

As of June 30,

 

 As of June 30,

 

2021

 

 

2020

 

 20222021

 

(in millions)

 

 (in millions)

Accrued non-current pension/postretirement liabilities

 

$

586

 

 

$

709

 

Accrued non-current pension/postretirement liabilities$447 $586 

Non-current operating lease liabilities

 

 

409

 

 

 

452

 

Non-current operating lease liabilities405 409 

Other non-current liabilities

 

 

341

 

 

 

321

 

Other non-current liabilities268 341 

Total other liabilities

 

$

1,336

 

 

$

1,482

 

Total other liabilities$1,120 $1,336 

110

Future Performance Obligations
As of June 30, 2022, approximately $4.5 billion of revenues are expected to be recognized primarily over the next one to three years. The Company's most significant remaining performance obligations relate to affiliate contracts, sports advertising contracts and content licensing contracts with fixed fees. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and
107


FOX CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.
Supplemental Information

 

For the years ended June 30,

 

For the years ended June 30,

 

2021

 

 

2020

 

 

2019

 

202220212020

 

(in millions)

 

(in millions)

Supplemental cash flows information

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flows information

Cash paid for interest

 

$

(390

)

 

$

(355

)

 

$

(39

)

Cash paid for interest$(383)$(390)$(355)

Cash paid for income taxes

 

$

(225

)

 

$

(88

)

 

$

(4

)

Cash paid for income taxes$(209)$(225)$(88)

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information on acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information on acquisitions

Fair value of assets acquired, excluding cash

 

$

49

 

 

$

1,254

 

 

$

0

 

Fair value of assets acquired, excluding cash$348 $49 $1,254 

Cash acquired

 

 

-

 

 

 

41

 

 

 

0

 

Cash acquired9 — 41 

Liabilities assumed and other

 

 

2

 

 

 

(84

)

 

 

0

 

Noncontrolling interests

 

 

-

 

 

 

(109

)

 

 

0

 

Liabilities assumedLiabilities assumed(47)2 (84)
Redeemable noncontrolling interests issuedRedeemable noncontrolling interests issued(5)— (109)

Cash paid

 

 

(51

)

 

 

(1,102

)

 

 

0

 

Cash paid(252)(51)(1,102)
Fair value of equity instruments issued as consideration to third parties(a)
Fair value of equity instruments issued as consideration to third parties(a)
53 — — 
Issuance of subsidiary common unitsIssuance of subsidiary common units(53)— — 

Fair value of equity instruments consideration

 

$

-

 

 

$

0

 

 

$

0

 

Fair value of equity instruments consideration$— $— $— 
(a)Includes Redeemable noncontrolling interests.

NOTE 22.21. SUBSEQUENT EVENTS

Subsequent to June 30, 2021,2022, the Company increased its semi-annual dividend and declared a semi-annual dividend of $0.24$0.25 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on September 29, 202128, 2022 with a record date for determining dividend entitlements of September 1, 2021.

August 31, 2022.

Subsequent to June 30, 2021,2022, the Company repurchased a total of approximately 1.41.5 million shares of Common Stock for $50 million in the open market.


108


ITEM 9.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

ITEM 9A.    CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company’sCompany's management, with the participation of the Company’sCompany's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’sCompany'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’sCompany's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’sCompany'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’sCompany's management, including the Company’sCompany's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s

Management's Annual Report on Internal Control Over Financial Reporting

Management’s

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’sCompany'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’sCompany's fourth quarter of fiscal 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’sCompany's internal control over financial reporting. Due to the COVID-19 pandemic, most of the Company’s employees continue to work remotely, and the Company has strived to minimize the impact of this on the design and effectiveness of the Company’s internal control over financial reporting. The Company is continually monitoring and assessing its internal control over financial reporting and has not experienced any material impact to its internal control over financial reporting due to the COVID-19 pandemic.

Effective July 1, 2021, the Company implemented new general ledger and procure-to-pay systems. This company-wide implementation involved migrating multiple legacy systems, some of which were subject to a 21CF transition services agreement, to a common platform. In connection with this implementation, the Company has implemented updates and changes to its processes and related control activities.

ITEM 9B.

ITEM 9B.    OTHER INFORMATION.

Not applicable.


ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
109

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.

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’sCompany's Definitive Proxy Statement to be filed in connection with its 20212022 Annual Meeting of Stockholders pursuant to Regulation 14A.


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PART IV

ITEM 15.

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.

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

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

Number

Description
2.1

2.2

3.1

3.2

4.1

4.2

10.1

10.2

10.3

10.4

10.5

10.6

111

10.7

10.7


10.8

10.8

10.9

10.10

10.10

10.11

10.11

10.12

21.1

23.1

Consent of Independent Registered Public Accounting Firm.*

31.1

31.2

32.1

101

The following financial information from the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended June 30, 20212022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2022, 2021 2020 and 2019;2020; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2022, 2021 2020 and 2019;2020; (iii) Consolidated Balance Sheets as of June 30, 20212022 and 2020;2021; (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2022, 2021 2020 and 2019;2020; (v) Consolidated Statements of Equity for the fiscal years ended June 30, 2022, 2021 2020 and 20192020 and (vi) Notes to the Consolidated Financial Statements.*

104

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

ѱ

ѱCertain 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.

+

This exhibit is a management contract or compensatory plan or arrangement.

**Furnished herewith.

**

Furnished herewith.

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

112

ITEM 16.

ITEM 16.    FORM 10-K SUMMARY.

Not applicable.


113


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fox Corporation

(Registrant)

By:

/S/ Steven Tomsic

By:
/S/ Steven Tomsic

Steven Tomsic
Chief Financial Officer

Date: August 12, 2022

Date: August 10, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

Signature

TitleDate
/S/ LACHLAN K. MURDOCH

Lachlan K. Murdoch

Executive ChairmanChair and Chief Executive Officer

(Principal Executive Officer)

August 10, 2021

12, 2022

Lachlan K. Murdoch

/S/ STEVEN TOMSIC

Steven Tomsic

Chief Financial Officer

(Principal Financial and Accounting Officer)

August 10, 2021

12, 2022

Steven Tomsic
/S/ K. RUPERT MURDOCH

ChairAugust 12, 2022
K. Rupert Murdoch

Chairman

August 10, 2021

/S/ WILLIAM A. BURCK

DirectorAugust 12, 2022
William A. Burck

Director

August 10, 2021

/S/ CHASE CAREY

Chase Carey

Director

August 10, 2021

12, 2022

/

S/ ANNEChase Carey DIAS

Anne Dias

Director

August 10, 2021

/S/ ANNE DIAS
DirectorAugust 12, 2022
Anne Dias
/S/ ROLAND A. HERNANDEZ

DirectorAugust 12, 2022
Roland A. Hernandez

Director

August 10, 2021

/S/ JACQUES NASSER

Jacques Nasser

Director

August 10, 2021

12, 2022

Jacques Nasser
/S/ PAUL D. RYAN

DirectorAugust 12, 2022
Paul D. Ryan

Director

August 10, 2021

117

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