8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

August 4, 2021

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-38776	83-1825597
(STATE OR OTHER JURISDICTION<br> <br>OF INCORPORATION)	(COMMISSION<br> <br>FILE NO.)	(IRS EMPLOYER<br> <br>IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br>Symbols	Name of Each Exchange<br>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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

Item 2.02.	Results of Operations and Financial Condition.

On August 4, 2021, Fox Corporation (the “Company”) released its financial results for the quarter and fiscal year ended June 30, 2021. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit<br>Number	Description
---	---
99.1	Press release issued by Fox Corporation, dated August 4, 2021, announcing Fox Corporation’s financial results for the quarter and fiscal year ended June 30, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FOX CORPORATION
By:	/s/ Viet D. Dinh
Name:	Viet D. Dinh
Title:	Chief Legal and Policy Officer

August 4, 2021

EX-99.1

Exhibit 99.1

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

FOX REPORTS FOURTH QUARTER FISCAL 2021

NET INCOME OF $272 MILLION,

EARNINGS PER SHARE OF $0.43 AND

REVENUES OF $2.89 BILLION

FOX REPORTS FULL YEAR FISCAL 2021

NET INCOME OF $2.20 BILLION,

EARNINGS PER SHARE OF $3.61 AND

REVENUES OF $12.91 BILLION

NEW YORK, NY, August 4, 2021 – Fox Corporation (Nasdaq: FOXA, FOX; “FOX” or the “Company”) today reported financial results for the three months and twelve months ended June 30, 2021.

Commenting on the results, Executive Chairman and Chief Executive Officer Lachlan Murdoch said:

“Our exceptional Fiscal 2021 financial results highlight the strength of our distinct strategy and serve as a foundation for sustained operating momentum. Despite the challenges presented by COVID, our businesses continued to inform and entertain households across the country. And in the midst of it all, we strengthened our core brands and expanded our digital capabilities, which together provide a robust platform for future growth. We look forward to the year ahead, anticipating the return of normalized sports and entertainment calendars and the start of the midterm election cycle. FOX’s core live event programming, coupled with its growing digital businesses, will continue to deliver audiences on an unmatched scale for our advertising and distribution partners.”

FOURTH QUARTER COMPANY RESULTS

The Company reported quarterly net income of $272 million as compared to the $145 million reported in the prior year quarter. Net Income attributable to Fox Corporation stockholders was $253 million ($0.43 per share) as compared to the $122 million ($0.20 per share) reported in the prior year quarter. Adjusted net income attributable to Fox Corporation stockholders^1^ was $381 million ($0.65 per share) as compared to the $375 million ($0.62 per share) reported in the prior year quarter.

Total quarterly revenues increased 20% to $2.89 billion with strong growth across all revenue categories. Affiliate revenues increased 10% with 16% growth at the Television segment and 6% growth at the Cable Network Programming segment. Advertising revenues increased 38%, reflecting 51% growth at the Television segment and 17% growth at the Cable Network Programming segment. Other revenues increased by $56 million or 30%.

Quarterly Adjusted EBITDA^2^ was $717 million as compared to the $742 million reported in the prior year quarter, as the revenue increases noted above were more than offset by higher programming rights amortization, primarily due to schedule changes caused by Coronavirus Disease 2019 (“COVID-19”), and increased digital investment.

^1^	Excludes net income effects of Impairment and restructuring charges, adjustments to Equity (losses) earnings<br>of affiliates, Other, net and tax provision adjustments. See Note 1 for a description of adjusted net income and adjusted earnings per share attributable to Fox Corporation stockholders, which are considered<br>non-GAAP financial measures, and a reconciliation of reported net income and earnings per share attributable to Fox Corporation stockholders to adjusted net income and adjusted earnings per share attributable<br>to Fox Corporation stockholders.
^2^	Adjusted EBITDA is considered a non-GAAP financial measure. See Note<br>2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.
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Page 1

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

FULL YEAR COMPANY RESULTS

The Company reported full year net income of $2.20 billion as compared to the $1.06 billion reported in the prior year. Net Income attributable to Fox Corporation stockholders was $2.15 billion ($3.61 per share) as compared to the $999 million ($1.62 per share) reported in the prior year. Adjusted net income attributable to Fox Corporation stockholders was $1.71 billion ($2.88 per share) as compared to the $1.53 billion ($2.48 per share) reported in the prior year.

Total full year revenues increased 5% to $12.91 billion. Reported affiliate revenues increased 9%, led by 20% growth at the Television segment. Advertising revenues increased 2% as 15% growth at the Cable Network Programming segment, the consolidation of Tubi and record political revenues at the FOX Television Stations were partially offset by the absence of the prior year’s broadcast of Super Bowl LIV at the Television segment. Other revenues were $1.04 billion as compared to the $1.06 billion reported in the prior year, primarily due to the timing of sports sublicensing revenues at the Cable Network Programming segment as a result of COVID-19.

Full year Adjusted EBITDA increased 11% to $3.09 billion as the revenue increases noted above were partially offset by higher expenses. The increase in expenses primarily reflects the consolidation of Tubi and contractual annual rights escalators at FOX Sports, partially offset by the absence of the prior year’s broadcast of Super Bowl LIV.

Page 2

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

REVIEW OF OPERATING RESULTS

	Three Months EndedJune 30,					Twelve Months Ended<br>June 30,
	2021		2020			2021			2020
	Millions
Revenues by Component:
Affiliate fee			$	1,519		$	6,435		$	5,908
Advertising				712			5,431			5,333
Other				187			1,043			1,062
Total revenues		****	$	2,418	****	$	12,909	****	$	12,303	****
Segment Revenues:
Cable Network Programming			$	1,271		$	5,683		$	5,492
Television				1,113			7,048			6,661
Other, Corporate and Eliminations				34			178			150
Total revenues		****	$	2,418	****	$	12,909	****	$	12,303	****
Adjusted EBITDA:
Cable Network Programming			$	674		$	2,876		$	2,706
Television				169			555			430
Other, Corporate and Eliminations		)		(101	)		(344	)		(357	)
Adjusted EBITDA^3^		****	$	742	****	$	3,087	****	$	2,779	****
Depreciation and amortization:
Cable Network Programming			$	15		$	55		$	59
Television				27			104			73
Other, Corporate and Eliminations				52			141			126
Total depreciation and amortization		****	$	94	****	$	300	****	$	258	****

All values are in US Dollars.

^3^	Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2<br>for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

Page 3

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

CABLE NETWORK PROGRAMMING

	Three Months EndedJune 30,					Twelve Months Ended<br>June 30,
	2021		2020			2021			2020
	Millions
Revenues
Affiliate fee			$	968		$	3,995		$	3,870
Advertising				269			1,337			1,164
Other				34			351			458
Total revenues				1,271			5,683			5,492
Operating expenses		)		(450	)		(2,289	)		(2,316	)
Selling, general and administrative		)		(152	)		(540	)		(494	)
Amortization of cable distribution investments				5			22			24
Segment EBITDA		****	$	674	****	$	2,876	****	$	2,706	****

All values are in US Dollars.

Three Months Ended June 30, 2021

Cable Network Programming reported quarterly segment revenues of $1.40 billion, an increase of $128 million or 10% from the amount reported in the prior year quarter. Affiliate revenues increased $58 million or 6%, driven by contractual price increases, including the impact of distribution agreement renewals. Advertising revenues increased $45 million or 17%, primarily due to continued digital monetization at FOX News Media and the impact of additional live events and studio shows at FOX Sports in the current year quarter, as compared to the postponements and cancellations in the prior year quarter as a result of COVID-19. Other revenues increased $25 million, primarily due to the timing of sublicensing revenues at FOX Sports as a result of COVID-19 and higher subscription revenues at FOX News Media.

Cable Network Programming reported quarterly segment EBITDA of $674 million, unchanged from the prior year quarter, as the revenue increases noted above were offset by higher expenses. The increase in expenses primarily reflects higher programming rights amortization at FOX Sports associated with the return of live events and increased digital investment at FOX News Media.

Twelve Months Ended June 30, 2021

Cable Network Programming reported full year segment revenues of $5.68 billion, an increase of $191 million or 3% from the amount reported in the prior year. Advertising revenues increased $173 million or 15%, primarily due to stronger linear and digital results at FOX News Media, including the impact of the presidential election cycle. Affiliate revenues increased $125 million or 3% as healthy underlying increases in affiliate revenues were partially offset by the impact of an accrual for potential distribution credits as a result of cancelled college football games due to COVID-19. Other revenues were $351 million as compared to the $458 million reported in the prior year, primarily due to the timing of sports sublicensing revenues and pay-per-view boxing content at FOX Sports as a result of COVID-19.

Cable Network Programming reported full year segment EBITDA of $2.88 billion, an increase of $170 million or 6% from the amount reported in the prior year, primarily due to the revenue increases noted above.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

TELEVISION

	Three Months EndedJune 30,					Twelve Months Ended<br>June 30,
	2021		2020			2021			2020
	Millions
Revenues
Advertising			$	443		$	4,094		$	4,169
Affiliate fee				551			2,440			2,038
Other				119			514			454
Total revenues				1,113			7,048			6,661
Operating expenses		)		(724	)		(5,662	)		(5,437	)
Selling, general and administrative		)		(220	)		(831	)		(794	)
Segment EBITDA		****	$	169	****	$	555	****	$	430	****

All values are in US Dollars.

Three Months Ended June 30, 2021

Television reported quarterly segment revenues of $1.45 billion, an increase of $334 million or 30% from the amount reported in the prior year quarter. Advertising revenues increased $225 million or 51%, primarily due to a recovering base market at the FOX Television Stations, as compared to the impact of COVID-19 in the prior year quarter, continued growth at Tubi and strong pricing at FOX Entertainment. Affiliate revenues increased $88 million or 16%, driven by increases in fees from third-party FOX affiliates and higher average rates at the Company’s owned and operated television stations. Other revenues increased $21 million or 18%, primarily due to higher content revenues at Bento Box and FOX Entertainment.

Television reported quarterly segment EBITDA of $148 million, as compared to the $169 million reported in the prior year quarter, as the revenue trends noted above were more than offset by higher expenses. The increase in expenses primarily reflects the timing of programming rights amortization at FOX Entertainment as a result of COVID-19 and increased investment at Tubi.

Twelve Months Ended June 30, 2021

Television reported full year segment revenues of $7.05 billion, an increase of $387 million or 6% from the amount reported in the prior year. Affiliate revenues increased $402 million or 20%, driven by increases in fees from third-party FOX affiliates and higher average rates at the Company’s owned and operated television stations. Other revenues increased $60 million or 13%, primarily due to higher content revenues at Bento Box. Advertising revenues were $4.09 billion as compared to the $4.17 billion reported in the prior year, as the impact of the consolidation of Tubi and record political advertising revenues at the FOX Television Stations were more than offset by the absence of the prior year’s broadcast of Super Bowl LIV.

Television reported full year segment EBITDA of $555 million, an increase of $125 million or 29% from the amount reported in the prior year, as the revenue increases noted above were partially offset by higher expenses. The increase in expenses primarily reflects the consolidation of Tubi and contractual annual rights escalators at FOX Sports, partially offset by the absence of the prior year’s broadcast of Super Bowl LIV.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

DIVIDEND

The Company’s Board of Directors has authorized an increase in the Company’s semi-annual dividend and has declared a dividend of $0.24 per Class A and Class B share. This dividend is payable on September 29, 2021 with a record date for determining dividend entitlements of September 1, 2021.

SHARE REPURCHASE PROGRAM

On November 6, 2019, the Company announced the authorization of a $2 billion stock repurchase program. On June 17, 2021, the Company announced the authorization of incremental stock repurchases up to an additional $2 billion. To date, the Company has repurchased $1.17 billion of its Class A common stock and $484 million of its Class B common stock.

IMPACTOF COVID-19

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. 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 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.

CAUTIONARYSTATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses, including the impact of COVID-19 and other widespread health emergencies or pandemics and measures to contain their spread. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on August 10, 2020, and subsequent Quarterly Reports on Form 10-Q.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

To access a copy of this press release through the Internet, access Fox Corporation’s corporate website located at http://www.foxcorporation.com.

CONTACTS

Joe Dorrego, Investor Relations	Megan Klein, Press Inquiries
212-852-7856	310-369-1363
Dan Carey, Investor Relations<br><br><br>212-852-7955

Page 7

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months EndedJune 30,					Twelve Months Ended<br>June 30,
	2021		2020			2021			2020
	Millions, except per share amounts
Revenues		****	$	2,418	****	$	12,909	****	$	12,303	****
Operating expenses		)		(1,187	)		(8,037	)		(7,807	)
Selling, general and administrative		)		(494	)		(1,807	)		(1,741	)
Depreciation and amortization		)		(94	)		(300	)		(258	)
Impairment and restructuring charges				(442	)		(35	)		(451	)
Interest expense		)		(100	)		(395	)		(369	)
Interest income				2			4			35
Other, net^4^		)		97			579			(248	)
Income before income tax expense		****	****	200	****	****	2,918	****	****	1,464	****
Income tax expense		)		(55	)		(717	)		(402	)
Net income		****	****	145	****	****	2,201	****	****	1,062	****
Less: Net income attributable to noncontrolling interests		)		(23	)		(51	)		(63	)
Net income attributable to Fox Corporation stockholders		****	$	122	****	$	2,150	****	$	999	****
Weighted average shares:				609			595			616
Net income attributable to Fox Corporation stockholders per share:			$	0.20		$	3.61		$	1.62

All values are in US Dollars.

^4^	Other, net presented above includes Equity losses of affiliates.

Page 8

EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

CONSOLIDATED BALANCE SHEETS

		June 30,2020
Assets:
Current assets:
Cash and cash equivalents		$	4,645
Receivables, net			1,888
Inventories, net			856
Other			97
Total current assets			7,486
Non-current assets:
Property, plant and equipment, net			1,498
Intangible assets, net			3,198
Goodwill			3,409
Deferred tax assets			4,358
Other non-current assets			1,801
Total assets	****	$	21,750	****
Liabilities and Equity:
Current liabilities:
Borrowings		$	—
Accounts payable, accrued expenses and other current liabilities			1,906
Total current liabilities			1,906
Non-current liabilities:
Borrowings			7,946
Other liabilities			1,482
Redeemable noncontrolling interests			305
Commitments and contingencies
Equity:
Class A common stock, 0.01 par value			3
Class B common stock, 0.01 par value			3
Additional paid-in capital			9,831
Retained earnings			674
Accumulated other comprehensive loss	)		(417	)
Total Fox Corporation stockholders’ equity			10,094
Noncontrolling interests			17
Total equity			10,111
Total liabilities and equity	****	$	21,750	****

All values are in US Dollars.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Twelve Months Ended<br>June 30,
	2021		2020
	Millions
Operating Activities:
Net income			$	1,062
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization				258
Amortization of cable distribution investments				24
Impairment and restructuring charges, net of termination payments				133
Equity-based compensation				137
Other, net		)		248
Deferred income taxes				283
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets		)		224
Inventories net of program rights payable				181
Accounts payable and accrued expenses				(87	)
Other changes, net		)		(98	)
Net cash provided by operating activities		****	****	2,365	****
Investing Activities:
Property, plant and equipment		)		(359	)
Acquisitions, net of cash acquired		)		(1,061	)
Proceeds from dispositions, net				60
Sale of investments				349
Purchase of investments		)		(103	)
Other investing activities, net				14
Net cash used in investing activities		)	****	(1,100	)
Financing Activities:
Borrowings				1,191
Repurchase of shares		)		(600	)
Non-operating cash flows from (to) The Walt Disney<br>Company				(95	)
Settlement of Divestiture Tax prepayment				—
Dividends paid and distributions		)		(335	)
Purchase of subsidiary noncontrolling interest		)		—
Other financing activities, net		)		(15	)
Net cash (used in) provided by financing activities		)	****	146	****
Net increase in cash and cash equivalents				1,411
Cash and cash equivalents, beginning of year				3,234
Cash and cash equivalents, end of year		****	$	4,645	****

All values are in US Dollars.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

NOTE 1 – ADJUSTED NET INCOME AND ADJUSTED EPS

The Company uses net income and earnings per share (“EPS”) attributable to Fox Corporation stockholders excluding net income effects of Impairment and restructuring charges, adjustments to Equity (losses) earnings of affiliates, Other, net, and tax provision adjustments (“Adjusted Net Income” and “Adjusted EPS” respectively) to evaluate the performance of the Company’s operations exclusive of certain items that impact the comparability of results from period to period.

Adjusted Net Income and Adjusted EPS may not be comparable to similarly titled measures reported by other companies. Adjusted Net Income and Adjusted EPS are not measures of performance under GAAP and should be considered in addition to, and not as substitutes for, net income attributable to Fox Corporation stockholders and EPS as reported in accordance with GAAP. However, management uses these measures in comparing the Company’s historical performance and believes that they provide meaningful and comparable information to management, investors and equity analysts to assist in their analysis of the Company’s performance relative to prior periods and the Company’s competitors.

The following table reconciles net income and EPS attributable to Fox Corporation stockholders to Adjusted Net Income and Adjusted EPS for the three months ended June 30, 2021 and 2020:

	Three Months Ended
	June 30, 2021					June 30, 2020
	Income		EPS			Income			EPS
	Millions, except per share data
Net income		****				$	145	****
Less: Net income attributable to noncontrolling interests		)					(23	)
Net income attributable to Fox Corporation stockholders		****	$	0.43	****	$	122	****	$	0.20	****
Impairment and restructuring charges				—			442			0.73
Other, net^5^				0.30			(101	)		(0.17	)
Tax provision		)		(0.08	)		(88	)		(0.14	)
As adjusted		****	$	0.65	****	$	375	****	$	0.62	****

All values are in US Dollars.

^5^	Other, net presented above excludes Equity losses of affiliates.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

The following table reconciles net income and EPS attributable to Fox Corporation stockholders to Adjusted Net Income and Adjusted EPS for the twelve months ended June 30, 2021 and 2020:

	Twelve Months Ended
	June 30, 2021					June 30, 2020
	Income		EPS			Income			EPS
	Millions, except per share data
Net income		****				$	1,062	****
Less: Net income attributable to noncontrolling interests		)					(63	)
Net income attributable to Fox Corporation stockholders		****	$	3.61	****	$	999	****	$	1.62	****
Impairment and restructuring charges				0.06			451			0.73
Other, net^6^		)		(0.98	)		231			0.38
Tax provision				0.19			(153	)		(0.25	)
As adjusted		****	$	2.88	****	$	1,528	****	$	2.48	****

All values are in US Dollars.

^6^	Other, net presented above excludes Equity losses of affiliates.

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EARNINGS RELEASE FOR THE QUARTER AND FISCAL YEAR ENDED JUNE 30, 2021

NOTE 2 – ADJUSTED EBITDA

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, Other, net and Income tax expense.

Management believes that information about Adjusted EBITDA assists all users of the Company’s Unaudited Consolidated Financial Statements by allowing them to evaluate changes in the operating results of the Company’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’s business and its enterprise value against historical data and 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 GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles net income to Adjusted EBITDA for the three and twelve months ended June 30, 2021 and 2020:

	Three Months EndedJune 30,					Twelve Months Ended<br>June 30,
	2021		2020			2021			2020
	Millions
Net income		****	$	145	****	$	2,201	****	$	1,062	****
Add:
Amortization of cable distribution investments				5			22			24
Depreciation and amortization				94			300			258
Impairment and restructuring charges				442			35			451
Interest expense				100			395			369
Interest income		)		(2	)		(4	)		(35	)
Other, net				(97	)		(579	)		248
Income tax expense				55			717			402
Adjusted EBITDA		****	$	742	****	$	3,087	****	$	2,779	****

All values are in US Dollars.

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