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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2021
or
Transition 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)
Delaware83-1825597
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1211 Avenue of the Americas
New York,New York10036
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code (212) 852-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolsName of Each Exchange
on Which Registered
Class A Common Stock, par value $0.01 per shareFOXAThe Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareFOXThe Nasdaq Global Select Market
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 accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
As of November 1, 2021, 320,346,625 shares of Class A Common Stock, par value $0.01 per share, and 249,239,510 shares of Class B Common Stock, par value $0.01 per share, were outstanding.


FOX CORPORATION
FORM 10-Q
TABLE OF CONTENTS
 Page
 
 
 
 
 
 
 
 
 
 
 
 





FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
 
For the three months ended
September 30,
 20212020
Revenues$3,045 $2,717 
Operating expenses(1,571)(1,168)
Selling, general and administrative(415)(388)
Depreciation and amortization(79)(68)
Impairment and restructuring charges (35)
Interest expense, net(97)(98)
Other, net69 519 
Income before income tax expense952 1,479 
Income tax expense(244)(362)
Net income708 1,117 
Less: Net income attributable to noncontrolling interests(7)(11)
Net income attributable to Fox Corporation stockholders$701 $1,106 
 
EARNINGS PER SHARE DATA
Weighted average shares:
Basic575 603 
Diluted578 605 
 
Net income attributable to Fox Corporation stockholders per share:
Basic$1.22 $1.83 
Diluted$1.21 $1.83 
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
1


FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
For the three months ended
September 30,
20212020
Net income$708 $1,117 
Other comprehensive income, net of tax:
Benefit plan adjustments6 9 
Other comprehensive income, net of tax6 9 
Comprehensive income714 1,126 
Less: Net income attributable to noncontrolling interests(a)
(7)(11)
Comprehensive income attributable to Fox Corporation stockholders$707 $1,115 
___________
(a)
Net income attributable to noncontrolling interests includes $(1) million and $4 million for the three months ended September 30, 2021 and 2020, respectively, relating to redeemable noncontrolling interests.
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
2


FOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
As of
September 30,
2021
As of
June 30,
2021
(unaudited) (audited)
ASSETS
Current assets  
Cash and cash equivalents$5,411 $5,886 
Receivables, net2,192 2,029 
Inventories, net1,135 729 
Other137 105 
Total current assets8,875 8,749 
Non-current assets
Property, plant and equipment, net1,656 1,708 
Intangible assets, net3,155 3,154 
Goodwill3,532 3,435 
Deferred tax assets3,653 3,822 
Other non-current assets2,290 2,058 
Total assets$23,161 $22,926 
LIABILITIES AND EQUITY
Current liabilities
Borrowings$750 $749 
Accounts payable, accrued expenses and other current liabilities2,119 2,253 
Total current liabilities2,869 3,002 
Non-current liabilities
Borrowings7,203 7,202 
Other liabilities1,357 1,336 
Redeemable noncontrolling interests302 261 
Commitments and contingencies
Equity
Class A common stock(a)
3 3 
Class B common stock(b)
3 3 
Additional paid-in capital9,327 9,453 
Retained earnings2,409 1,982 
Accumulated other comprehensive loss(312)(318)
Total Fox Corporation stockholders' equity11,430 11,123 
Noncontrolling interests 2 
Total equity11,430 11,125 
Total liabilities and equity$23,161 $22,926 
___________
(a)
Class A common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 320,894,401 shares and 324,361,864 shares issued and outstanding at par as of September 30, 2021 and June 30, 2021, respectively.
(b)
Class B common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 249,625,849 shares and 251,821,556 shares issued and outstanding at par as of September 30, 2021 and June 30, 2021, respectively.
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
3


FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
For the three months ended
September 30,
20212020
OPERATING ACTIVITIES
Net income$708 $1,117 
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization79 68 
Amortization of cable distribution investments5 5 
Impairment and restructuring charges 35 
Equity-based compensation15 31 
Other, net(69)(519)
Deferred income taxes168 391 
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets(174)(193)
Inventories net of program rights payable(499)(440)
Accounts payable and accrued expenses(171)(62)
Other changes, net(33)(166)
Net cash provided by operating activities29 267 
INVESTING ACTIVITIES
Property, plant and equipment(53)(117)
Acquisitions, net of cash acquired(75)(1)
Proceeds from dispositions, net 82  
Purchase of investments(29)(31)
Net cash used in investing activities(75)(149)
FINANCING ACTIVITIES
Repurchase of shares(250)(267)
Non-operating cash flows from The Walt Disney Company 152 
Settlement of Divestiture Tax Prepayment 462 
Dividends paid and distributions(150)(15)
Other financing activities, net(29)(34)
Net cash (used in) provided by financing activities(429)298 
Net (decrease) increase in cash and cash equivalents(475)416 
Cash and cash equivalents, beginning of year5,886 4,645 
Cash and cash equivalents, end of period$5,411 $5,061 
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
4


FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(IN MILLIONS)
 Class A Class BAdditional Paid-in Capital Retained Earnings
Accumulated
Other
Comprehensive
Loss
Total Fox
Corporation
Stockholders'
Equity
Noncontrolling
Interests(a)
Total
Equity
Common Stock Common Stock
Shares Amount Shares Amount
Balance, June 30, 2021
324 $3 252 $3 $9,453 $1,982 $(318)$11,123 $2 $11,125 
Net income— — — — — 701 — 701 8 709 
Other comprehensive income— — — — — — 6 6 — 6 
Dividends— — — — — (138)— (138)— (138)
Shares repurchased(5)— (2)— (114)(136)— (250)— (250)
Other2 — — — (12) — (12)(10)(22)
Balance, September 30, 2021
321 $3 250 $3 $9,327 $2,409 $(312)$11,430 $ $11,430 
Balance, June 30, 2020
344 $3 261 $3 $9,831 $674 $(417)$10,094 $17 $10,111 
Net income— — — — — 1,106 — 1,106 7 1,113 
Other comprehensive income— — — — — — 9 9 — 9 
Dividends— — — — — (138)— (138)— (138)
Shares repurchased(7)— (3)— (161)(109)— (270)— (270)
Other1 — — — (2)(8)— (10)(9)(19)
Balance, September 30, 2020
338 $3 258 $3 $9,668 $1,525 $(408)$10,791 $15 $10,806 
__________________
(a)
Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4—Fair Value under the heading “Redeemable Noncontrolling Interests”).
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
5



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Fox Corporation, a Delaware corporation (“FOX” or the “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 accompanying Unaudited Consolidated Financial Statements of FOX have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2022, due to, among other things, the impact of coronavirus disease 2019 (“COVID-19”) on the Company’s business.
The preparation of the Company’s Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 as filed with the Securities and Exchange Commission on August 10, 2021 (the “2021 Form 10-K”).
The Unaudited Consolidated Financial Statements include the accounts of FOX. All significant intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated. 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 Accounting Standards Codification (“ASC”) 321 “Investments—Equity Securities” (“ASC 321”), equity securities in which 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 method, 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. All gains and losses on investments in equity securities are recognized in the Unaudited Consolidated Statements of Operations.
The Company’s fiscal year ends on June 30 of each year. Certain fiscal 2021 amounts have been reclassified to conform to the fiscal 2022 presentation.
The unaudited and audited consolidated financial statements are referred to as the “Financial Statements” herein. The unaudited consolidated statements of operations are referred to as the “Statements of Operations” herein. The unaudited and audited consolidated balance sheets are referred to as the “Balance Sheets” herein.
Recently Adopted and Recently Issued Accounting Guidance
No recently adopted or issued accounting guidance materially impacted or are expected to impact the Company's Financial Statements.
NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS
The Company’s acquisitions support the Company’s strategy to strengthen its core brands and leverage its sports broadcasting rights and expand their reach beyond their traditional linear businesses. For the three months ended September 30, 2021, the Company's acquisitions were individually not material. For the fiscal
6



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
2021 acquisition disclosed in Note 3—Acquisitions, Disposals and Other Transactions in the 2021 Form 10-K under the heading “Acquisitions and Disposals,” the accounting for the business combination, including consideration transferred, is based on provisional amounts and the allocation of the consideration transferred is not final. The amounts allocated to intangibles and goodwill, the estimates of useful lives and the related amortization expense are subject to changes pending the completion of the final valuation 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.
NOTE 3. INVENTORIES, NET
The Company’s inventories were comprised of the following:
As of
September 30,
2021
As of
June 30,
2021
(in millions)
Sports programming rights$988 $573 
Entertainment programming rights484 355 
Total inventories, net1,472 928 
Less: current portion of inventories, net(1,135)(729)
Total non-current inventories, net$337 $199 
The aggregate amortization expense related to the programming rights was approximately $800 million and $670 million for the three months ended September 30, 2021 and 2020, respectively, which is included in Operating expenses in the Statements of Operations.
NOTE 4. FAIR VALUE
In accordance with ASC 820, “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”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).
The following tables present information about financial assets and liabilities carried at fair value on a recurring basis:
Fair value measurements
As of September 30, 2021
Total Level 1Level 2Level 3
(in millions)
Assets
Investments in equity securities$857 $857 
(a)
$ $ 
Redeemable noncontrolling interests(302)  (302)
(b)
Total$555 $857 $ $(302)
7



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Fair value measurements
As of June 30, 2021
Total Level 1 Level 2Level 3
(in millions)
Assets
Investments in equity securities$788 $788 
(a)
$ $ 
Redeemable noncontrolling interests(261)  (261)
(b)
Total$527 $788 $ $(261)
(a)
The investment categorized as Level 1 represents an investment in equity securities of Flutter Entertainment plc (“Flutter”) with a readily determinable fair value (See Note 3—Acquisitions, Disposals and Other Transactions in the 2021 Form 10-K under the heading “Flutter” for additional information).
(b)
The Company utilizes the market approach valuation technique for its Level 3 fair value measures. Inputs to such measures could include observable market data obtained from independent sources such as broker quotes and recent market transactions for similar assets. It is the Company’s policy to maximize the use of observable inputs in the measurement of its Level 3 fair value measurements. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the liability. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.
Redeemable Noncontrolling Interests
The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity,” because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded are put rights held by minority shareholders in a majority-owned sports network, Credible Labs Inc. ("Credible") and an entertainment production company.
The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:
For the three months ended September 30,
20212020
(in millions)
Beginning of period$(261)$(305)
Acquisitions(a)
(45) 
Net loss (income)1 (4)
Distributions3 6 
Accretion and other
 (7)
End of period$(302)$(310)
(a)
The increase for the three months ended September 30, 2021, was due to the acquisition of an entertainment production company.
As of September 30, 2021, the final portion of the sports network minority shareholder's put right was exercisable. In October 2021, this portion of the minority shareholder's put right expired and, as a result, approximately $110 million will be reclassified into equity in the Financial Statements for the three months ending December 31, 2021. The put right held by the Credible minority shareholder will become exercisable in fiscal 2025. The put right held by the entertainment production company's minority shareholder will become exercisable in fiscal 2027.
8



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments
The carrying value of the Company’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
September 30,
2021
As of
June 30,
2021
(in millions)
Borrowings
Fair value$9,460 $9,474 
Carrying value$7,953 $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).
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 September 30, 2021 and June 30, 2021, the Company had no customers that accounted for 10% or more of the Company’s receivables.
NOTE 5. BORROWINGS
Senior Notes Issued
Borrowings include senior notes (See Note 9—Borrowings in the 2021 Form 10-K under the heading “Public Debt – Senior Notes Issued”). Senior notes of $750 million at 3.666% are due in January 2022. In addition, the Company is party to a credit agreement providing 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 (See Note 9—Borrowings in the 2021 Form 10-K under the heading “Revolving Credit Agreement”). As of September 30, 2021, there were no borrowings outstanding under the revolving credit agreement.
NOTE 6. STOCKHOLDERS’ EQUITY
Stock Repurchase Program
The Company's Board of Directors (the "Board") has authorized a $4 billion stock repurchase program, under which the Company can repurchase Class A Common Stock (the “Class A Common Stock”) and Class B Common Stock (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). The program has no time limit and may be modified, suspended or discontinued at any time.
The Company repurchased approximately 7 million shares of Common Stock for approximately $250 million during the three months ended September 30, 2021.
Repurchased shares 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.
As of September 30, 2021, the Company’s remaining stock repurchase authorization was approximately $2.15 billion. Subsequent to September 30, 2021, the Company repurchased approximately 1.2 million shares of Common Stock for approximately $50 million.
9



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Dividends
The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and Class B Common Stock:
For the three months ended September 30,
20212020
Cash dividend per share$0.24 $0.23 
The Company declared a semi-annual dividend of $0.24 per share on both the Class A Common Stock and the Class B Common Stock during the three months ended September 30, 2021, which was paid on September 29, 2021 to stockholders of record on September 1, 2021.
NOTE 7. EQUITY-BASED COMPENSATION
The Company has one equity plan, the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12—Equity-Based Compensation in the 2021 Form 10-K).
The following table summarizes the Company’s equity-based compensation:
For the three months ended September 30,
20212020
(in millions)
Equity-based compensation$15 $31 
Intrinsic value of all settled equity-based awards$76 $81 
Tax benefit on settled equity-based awards$17 $14 
The Company’s stock based awards are settled in Class A Common Stock. As of September 30, 2021, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $145 million and is expected to be recognized over a weighted average period between one and two years.
As of September 30, 2021 and 2020, the Company had approximately 6 million and 7 million stock options outstanding, respectively.
Awards Vested and Granted
Restricted Stock Units
During the three months ended September 30, 2021 and 2020, approximately 2.0 million and 3.1 million restricted stock units (“RSUs”) vested and approximately 1.6 million and 1.9 million RSUs were granted, respectively. These RSUs generally vest in equal annual installments over a three-year period subject to the participants’ continued employment with the Company.
Performance-Based Stock Options
During the three months ended September 30, 2021 and 2020, the Company granted approximately 4 million and 5 million performance-based stock options, respectively, which will vest in full at the end of a three-year performance period if the market condition is met, and have a term of seven years thereafter.
10



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual arrangements (“firm 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 total firm commitments and future debt payments as of September 30, 2021 and June 30, 2021 were approximately $46 billion and $47 billion, respectively. The decrease from June 30, 2021 was primarily due to sports programming rights payments.
Contingencies
FOX News
The Company’s FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of 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 Twenty-First Century Fox, Inc. (now known as TFCF Corporation) ("21CF") and News Corporation in June 2013 (the “21CF News Corporation 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. Newspaper Matters Indemnity”). In accordance with the Separation Agreement (as defined in Note 1—Description of Business and Basis of Presentation in the 2021 Form 10-K under the heading “The Distribution”), 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 $45 million and $55 million as of September 30, 2021 and June 30, 2021, 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”) in February 2021 and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “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 settlements of defamation or disparagement claims 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.
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
11



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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’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’s operations are subject to tax 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 (as defined in Note 1—Description of Business and Basis of Presentation in the 2021 Form 10-K under the heading “The Distribution”)) and 21CF’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 (as defined in Note 1—Description of Business and Basis of Presentation in the 2021 Form 10-K under the heading “The Distribution”) requires 21CF and/or The Walt Disney Company ("Disney") to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the Internal Revenue Service in amounts that the Company cannot quantify.
NOTE 9. 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. The net periodic benefit cost was $14 million and $17 million for the three months ended September 30, 2021 and 2020, respectively.
NOTE 10. 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.
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, 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’s operating segments have been determined in accordance with the Company’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.
12



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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, net, Other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
The following tables set forth the Company’s Revenues and Segment EBITDA for the three months ended September 30, 2021 and 2020:
 
For the three months ended
September 30,
 20212020
 (in millions)
Revenues  
Cable Network Programming$1,416 $1,325 
Television1,581 1,350 
Other, Corporate and Eliminations48 42 
Total revenues$3,045 $2,717 
Segment EBITDA
Cable Network Programming$774 $781 
Television359 457 
Other, Corporate and Eliminations(69)(72)
Amortization of cable distribution investments(5)(5)
Depreciation and amortization(79)(68)
Impairment and restructuring charges (35)
Interest expense, net(97)(98)
Other, net69 519 
Income before income tax expense952 1,479 
Income tax expense(244)(362)
Net income708 1,117 
Less: Net income attributable to noncontrolling interests(7)(11)
Net income attributable to Fox Corporation stockholders$701 $1,106 
13



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Revenues by Segment by Component
 
For the three months ended
September 30,
 20212020
 (in millions)
Cable Network Programming  
Affiliate fee$1,026 $973 
Advertising311 299 
Other79 53 
Total Cable Network Programming revenues1,416 1,325 
Television
Advertising819 670 
Affiliate fee641 560 
Other121 120 
Total Television revenues1,581 1,350 
Other, Corporate and Eliminations48 42 
Total revenues$3,045 $2,717 
Future Performance Obligations
As of September 30, 2021, 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 (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 three months ended
September 30,
20212020
(in millions)
Depreciation and amortization
Cable Network Programming$10 $13 
Television26 25 
Other, Corporate and Eliminations43 30 
Total depreciation and amortization$79 $68 
As of
September 30,
2021
As of
June 30,
2021
(in millions)
Assets
Cable Network Programming$2,557 $2,577 
Television8,162 7,305 
Other, Corporate and Eliminations11,444 12,145 
Investments998 899 
Total assets$23,161 $22,926 
14



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. ADDITIONAL FINANCIAL INFORMATION
Other, net
The following table sets forth the components of Other, net included in the Statements of Operations:
For the three months ended September 30,
20212020
(in millions)
Net gains on investments in equity securities(a)
$63 $121 
Transaction costs(b)
(12)451 
Other18 (53)
Total other, net$69 $519 
(a)
Net gains on investments in equity securities for the three months ended September 30, 2021 and for three months ended September 30, 2020 included the gain related to the change in fair value of the Company’s investment in Flutter (See Note 4—Fair Value).
(b)
The transaction costs for the three months ended September 30, 2020 are primarily related to the substantially resolved settlement from Disney of $462 million related to the reimbursement of the Company’s prepayment of its share of the Divestiture Tax (as defined in Note 1—Description of Business and Basis of Presentation in the 2021 Form 10-K).
Other Non-Current Assets
The following table sets forth the components of Other non-current assets included in the Balance Sheets:
 
As of
September 30,
2021
As of
June 30,
2021
 (in millions)
Investments(a)
$998 $899 
Operating lease ROU assets484 469 
Inventories, net337 199 
Grantor Trust298 304 
Other173 187 
Total other non-current assets$2,290 $2,058 
(a)
Included investments accounted for at fair value on a recurring basis of $857 million and $788 million as of September 30, 2021 and June 30, 2021, respectively (See Note 4—Fair Value).
15



FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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
September 30,
2021
As of
June 30,
2021
(in millions)
Accrued expenses$842 $1,077 
Program rights payable686 659 
Deferred revenue212 196 
Operating lease liabilities95 92 
Other current liabilities284 229 
Total accounts payable, accrued expenses and other current liabilities$2,119 $2,253 
Other Liabilities
The following table sets forth the components of Other liabilities included in the Balance Sheets:
As of
September 30,
2021
As of
June 30,
2021
(in millions)
Accrued non-current pension/postretirement liabilities$574 $586 
Non-current operating lease liabilities423 409 
Other non-current liabilities360 341 
Total other liabilities$1,357 $1,336 
Supplemental Information
For the three months ended
September 30,
 20212020
 (in millions)
Supplemental cash flows information
Cash paid for interest$(168)$(169)
Cash paid for income taxes$(66)$(86)
 
Supplemental information on acquisitions
Fair value of assets acquired, excluding cash$120 $— 
Cash acquired — 
Liabilities assumed — 
Noncontrolling interests(45)— 
Cash paid(75)— 
Fair value of equity instruments consideration$ $— 
16


ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”). This section should be read together with the unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, 2021 as filed with the SEC on August 10, 2021 (the “2021 Form 10-K”). The unaudited consolidated financial statements are referred to as the “Financial Statements” herein.
INTRODUCTION
Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:
Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred during the three months ended September 30, 2021 and 2020 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 the three months ended September 30, 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 the three months ended September 30, 2021 and 2020, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of September 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.
Caution Concerning Forward-Looking Statements—This section provides a description of the use of forward-looking information appearing in this Quarterly Report on Form 10-Q, 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 Part I., Item 1A, “Risk Factors” in the 2021 Form 10-K and Part II., Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of the risk factors applicable to the Company.
OVERVIEW OF THE COMPANY’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.
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”), 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.
17


RESULTS OF OPERATIONS
Results of Operations—For the three months ended September 30, 2021 versus the three months ended September 30, 2020
The following table sets forth the Company’s operating results for the three months ended September 30, 2021, as compared to the three months ended September 30, 2020:
 For the three months ended September 30,
 20212020Change % Change
(in millions, except %)Better/(Worse)
Revenues
Affiliate fee$1,667 $1,533 $134 %
Advertising1,130 969 161 17 %
Other248 215 33 15 %
Total revenues3,045 2,717 328 12 %
Operating expenses(1,571)(1,168)(403)(35)%
Selling, general and administrative(415)(388)(27)(7)%
Depreciation and amortization(79)(68)(11)(16)%
Impairment and restructuring charges— (35)35 100 %
Interest expense, net(97)(98)%
Other, net69 519 (450)(87)%
Income before income tax expense952 1,479 (527)(36)%
Income tax expense(244)(362)118 33 %
Net income708 1,117 (409)(37)%
Less: Net income attributable to noncontrolling interests(7)(11)36 %
Net income attributable to Fox Corporation stockholders$701 $1,106 $(405)(37)%
Overview—The Company’s revenues increased 12% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, due to higher affiliate fee, advertising and other revenues. 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 a lower average number of subscribers. The increase in advertising revenue was primarily due to growth at Tubi and the strength of the schedule of live events at FOX Sports and original scripted programming at FOX Entertainment as compared to the prior year quarter, which was impacted by coronavirus disease 2019 ("COVID-19"), partially offset by lower political advertising revenue at the FOX Television Stations due to the absence of the prior year presidential and congressional elections in the current quarter. The increase in other revenues was primarily due to higher sports sublicensing revenues related to college sports and higher revenues generated from Premier Boxing Champions ("PBC") pay-per-view events due to the impact of COVID-19 in the prior year quarter and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company's sports marketing businesses.
Operating expenses increased 35% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, primarily due to higher sports and entertainment programming rights amortization as a result of a higher number of live events and more hours of original scripted programming as compared to the prior year quarter which was impacted by COVID-19. Also contributing to this increase was higher sports production costs and an increased digital investment in Tubi.
Selling, general and administrative expenses increased 7% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, primarily due to higher digital marketing initiatives at FOX News Media including costs associated with the launch of FOX Weather.
Depreciation and amortization—Depreciation and amortization expense increased 16% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, primarily due to assets placed into service for the Company's new standalone broadcast technical facilities.
18


Other, net—See Note 11—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 26% for the three months ended September 30, 2021 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 24% for the three months ended September 30, 2020 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 37% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, primarily due to the substantially resolved settlement from The Walt Disney Company ("Disney") of $462 million related to the reimbursement of the Company’s prepayment of its share of the Divestiture Tax (See Note 11—Additional Financial Information to the accompanying Financial Statements under the heading “Other, net.”).
Segment Analysis
The Company’s operating segments have been determined in accordance with the Company’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, net, Other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
The following tables set forth the Company’s Revenues and Segment EBITDA for the three months ended September 30, 2021, as compared to the three months ended September 30, 2020:
 For the three months ended September 30,
 20212020Change % Change
(in millions, except %)Better/(Worse)
Revenues
Cable Network Programming$1,416 $1,325 $91 %
Television1,581 1,350 231 17 %
Other, Corporate and Eliminations48 42 14 %
Total revenues$3,045 $2,717 $328 12 %
 For the three months ended September 30,
 20212020Change % Change
(in millions, except %)Better/(Worse)
Segment EBITDA
Cable Network Programming$774 $781 $(7)(1)%
Television359 457 (98)(21)%
Other, Corporate and Eliminations(69)(72)%
Adjusted EBITDA(a)
$1,064 $1,166 $(102)(9)%
(a)
For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
19


Cable Network Programming (47% and 49% of the Company’s revenues for the first three months of fiscal 2022 and 2021, respectively)
 
For the three months ended September 30,
 20212020Change % Change
(in millions, except %)  Better/(Worse)
Revenues
Affiliate fee$1,026 $973 $53 %
Advertising311 299 12 %
Other79 53 26 49 %
Total revenues1,416 1,325 91 %
Operating expenses(523)(434)(89)(21)%
Selling, general and administrative(124)(115)(9)(8)%
Amortization of cable distribution investments— — %
Segment EBITDA$774 $781 $(7)(1)%
Revenues at the Cable Network Programming segment increased 7% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, due to higher affiliate fee, advertising and other revenues. The increase in affiliate fee revenue was primarily attributable to contractual rate increases on existing affiliate agreements and from affiliate agreement renewals, partially offset by a lower average number of subscribers. The decrease in the average number of subscribers was due to a reduction in traditional MVPD subscribers, partially offset by an increase in digital MVPD subscribers. The increase in advertising revenue was primarily due to a higher number of live sports events compared to the prior year quarter, including the return to a full college football schedule that was shortened due to COVID-19 in the prior year quarter and increased digital advertising revenue at FOX News Media, partially offset by lower political advertising revenue at FOX News Media due to the absence of the prior year presidential and congressional elections in the current year quarter. The increase in other revenues was primarily due to higher sports sublicensing revenues and revenues generated from PBC pay-per-view events that were canceled in the prior year quarter because of COVID-19, and higher FOX Nation subscription revenues, partially offset by the impact of the divestiture of the Company's sports marketing businesses.

Cable Network Programming Segment EBITDA decreased 1% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, as the revenue increases noted above were offset by higher expenses. Operating expenses increased for the three months ended September 30, 2021 primarily due to the return of a full college football schedule, as the 2020 season was impacted by COVID-19, partially offset by the absence of events that were shifted into the prior year quarter, including National Association of Stock Car Auto Racing (“NASCAR”) Cup Series races and additional Major League Baseball ("MLB") regular season games, as a result of COVID-19 rescheduling. Selling, general and administrative expenses increased for three months ended September 30, 2021 principally due to higher investment in digital growth initiatives at FOX News Media, including costs associated with the launch of FOX Weather.
20


Television (52% and 50% of the Company’s revenues for the first three months of fiscal 2022 and 2021, respectively)
 
For the three months ended September 30,
 20212020Change % Change
(in millions, except %)Better/(Worse)
Revenues
Advertising$819 $670 $149 22 %
Affiliate fee641 560 81 14 %
Other121 120 %
Total revenues1,581 1,350 231 17 %
Operating expenses(1,026)(714)(312)(44)%
Selling, general and administrative(196)(179)(17)(9)%
Segment EBITDA$359 $457 $(98)(21)%
Revenues at the Television segment increased 17% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, due to higher advertising, affiliate fee, and other revenues. The increase in advertising revenue was primarily attributable to growth at Tubi, the return of a full schedule of college football and the MLB All-Star Game and more original scripted programming at FOX Entertainment due to the impact of COVID-19 in the prior year quarter. Partially offsetting the increase in advertising revenue was lower political advertising revenue at the FOX Television Stations due to the absence of the prior year 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.
Television Segment EBITDA decreased 21% for the three months ended September 30, 2021, as compared to the corresponding period of 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, including a higher number of live events, increased digital investment at Tubi, and higher entertainment programming rights amortization and marketing costs due to more hours of original scripted programming as compared to the prior year quarter which was impacted by COVID-19.
Other, Corporate and Eliminations (1% of the Company’s revenues for the first three months of fiscal 2022 and 2021)
 
For the three months ended September 30,
 20212020Change% Change
(in millions, except %)  Better/(Worse)
Revenues$48 $42 $14 %
Operating expenses(22)(20)(2)(10)%
Selling, general and administrative(95)(94)(1)(1)%
Segment EBITDA$(69)$(72)$%
Revenues at the Other, Corporate and Eliminations segment increased 14% for the three months ended September 30, 2021, as compared to the corresponding period of fiscal 2021, due to higher revenues from operating the FOX Studio Lot as compared to the prior year quarter which was impacted by COVID-19 and growth at Credible. Operating expenses increased primarily due to growth at 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, net, Other, net and Income tax expense.
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Management believes that information about Adjusted EBITDA assists all users of the Company’s 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 U.S. generally accepted accounting principles (“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 months ended September 30, 2021, as compared to the three months ended September 30, 2020:
 
For the three months ended September 30,
 20212020
 (in millions)
Net income$708 $