Less: Net income attributable to noncontrolling interests

539

466

1,178

1,748

^[1]

(10)

(9)

(37)

(32)

Net income attributable to Fox Corporation stockholders

$ 529

$ 457

$ 1,141

$ 1,716

Weighted average shares

Basic

621

Diluted

621

Net income attributable to Fox Corporation stockholders per share - basic and diluted

$ 0.85

$ 0.74

$ 1.84

$ 2.76

[1]	Net income attributable to noncontrolling interests includes $6 million and $9 million for the three months ended March 31, 2019 and 2018, respectively, and $27 million and $32 million for the nine months ended March 31, 2019 and 2018, respectively, relating to redeemable noncontrolling interests.

UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Statement Of Income And Comprehensive Income [Abstract]

Other comprehensive income (loss), net of tax

$ 539

$ 466

$ 1,178

$ 1,748

Unrealized holding (losses) gains on securities

(93)

Benefit plan adjustments and other

(2)

Other comprehensive income (loss), net of tax

(95)

Comprehensive income

541

371

1,183

1,833

Less: Net income attributable to noncontrolling interests

^[1]

(10)

(9)

(37)

(32)

Comprehensive income attributable to Fox Corporation stockholders

$ 531

$ 362

$ 1,146

$ 1,801

[1]	Net income attributable to noncontrolling interests includes $6 million and $9 million for the three months ended March 31, 2019 and 2018, respectively, and $27 million and $32 million for the nine months ended March 31, 2019 and 2018, respectively, relating to redeemable noncontrolling interests.

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=114867106&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=84234705&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109223946&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=84234705&loc=SL4591552-111686

+ Details

CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($)
$ in Millions

Mar. 31, 2019

Jun. 30, 2018

Current assets

Cash and cash equivalents

$ 2,818

$ 2,500

Receivables, net

1,949

1,833

Inventories, net

1,074

1,180

Property, plant and equipment, net

123

Total current assets

5,964

5,580

Non-current assets

1,286

1,169

Intangible assets, net

2,855

2,866

Goodwill

2,691

2,747

Deferred tax assets

3,685

Other non-current assets

1,176

759

Accounts payable, accrued expenses and other current liabilities

17,657

13,121

Current liabilities

1,297

1,759

Total current liabilities

1,297

1,759

Non-current liabilities

Borrowings

6,750

Other liabilities

863

422

Deferred income taxes

1,071

Commitments and contingencies

136

275

Equity

Twenty-First Century Fox, Inc. investment

9,513

Additional paid-in capital

8,706

Retained earnings

101

Accumulated other comprehensive (loss) income

(214)

Total Fox Corporation stockholders' equity

8,600

9,594

Noncontrolling interests

Total equity

8,611

9,594

Total liabilities and equity

17,657

13,121

Equity

^[1]

Equity

^[2]

$ 3

$ 0

[1]	Class A common stock, $0.01 par value per share, 2,000,000,000 shares authorized, 354,328,270 shares issued and outstanding as of March 31, 2019, net of nil treasury shares at par as of March 31, 2019.
[2]	Class B common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 266,173,651 shares issued and outstanding as of March 31, 2019, net of nil treasury shares at par as of March 31, 2019.

CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical)	Mar. 31, 2019 $ / shares shares
Class A Common Stock
Common stock, par value \| $ / shares	$ 0.01
Common stock, shares authorized	2,000,000,000
Common stock, shares issued	354,328,270
Common stock, shares outstanding	354,328,270
Treasury stock, shares	0
Class B Common Stock
Common stock, par value \| $ / shares	$ 0.01
Common stock, shares authorized	1,000,000,000
Common stock, shares issued	266,173,651
Common stock, shares outstanding	266,173,651
Treasury stock, shares	0

UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING ACTIVITIES
Net income	$ 1,178	$ 1,748
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization	152	126
Amortization of cable distribution investments	29	43
Impairment and restructuring charges	14	11
Equity-based compensation	5	0
Other, net	116	75
Deferred income taxes	322	(563)
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets	(196)	(118)
Inventories net of program rights payable	137	(300)
Accounts payable and other liabilities	(133)	(237)
Net cash provided by operating activities	1,624	785
INVESTING ACTIVITIES
Property, plant and equipment	(147)	(148)
Proceeds from the relinquishment of spectrum	0	354
Purchase of investments	(100)	0
Other investing activities, net	(64)	(9)
Net cash (used in) provided by investing activities	(311)	197
FINANCING ACTIVITIES
Borrowings	6,750	0
Net transfers (to) from Twenty-First Century Fox, Inc.	(1,233)	845
Net dividend paid to Twenty-First Century Fox, Inc.	(6,500)	0
Distributions and other	(12)	(65)
Net cash (used in) provided by financing activities	(995)	780
Net increase in cash and cash equivalents	318	1,762
Cash and cash equivalents, beginning of year	2,500	19
Cash and cash equivalents, end of period	$ 2,818	$ 1,781

Description of Business and Basis of Presentation

9 Months Ended

Mar. 31, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Basis of Presentation

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 Distribution

On March 19, 2019, the Company became a standalone publicly traded company through the pro rata distribution by Twenty-First Century Fox, Inc. (“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”) 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, 354,328,270 and 266,173,651 shares of 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”), 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”), with 21CF, which effected the internal restructuring (the “Separation”) whereby 21CF transferred to FOX a portfolio of 21CF’s news, sports and broadcast businesses, including FOX News, FOX Business, FOX Broadcasting Company (the “FOX Network”), FOX Sports, FOX Television Stations Group, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network (collectively, the “FOX business”), and certain other assets, and FOX assumed from 21CF the liabilities associated with such businesses and certain other liabilities. The Separation and the Distribution were effected as part of a series of transactions (collectively, the “Transactions”) contemplated by the Amended and Restated Merger Agreement and Plan of Merger, dated as of June 20, 2018 (the “21CF Disney Merger Agreement”), by and among 21CF, The Walt Disney Company (“Disney”), TWDC Holdco 613 Corp., a wholly-owned subsidiary of Disney (“New Disney”), and certain other subsidiaries of Disney, pursuant to which, among other things, Disney merged with and into a subsidiary of New Disney and each of Disney and 21CF became wholly-owned subsidiaries of New Disney.

In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’s relationship with 21CF and Disney following the Separation. These include the Separation Agreement, a tax matters agreement, a transition services agreement, as well as agreements relating to intellectual property licenses, employee matters, commercial arrangements and a studio lot lease and management 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” brands and related trademarks, as well as all other intellectual property primarily related to the Company’s business. In addition, the Company has entered into certain trademark license agreements in connection with the use of certain intellectual property by 21CF.

The Company also entered into a tax matters agreement with Disney and 21CF that governs the parties’ respective rights, responsibilities and obligations with respect to certain tax matters. Under the tax matters 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 may also be responsible for certain taxes resulting from the anticipated divestitures by Disney of certain assets, primarily the FOX Sports Regional Sports Networks. 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 (which amount is subject to adjustment in the future, as described below).

In addition, the Company and 21CF entered into a transition services agreement 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. Generally, the term for the provision of services under the agreement extends for no longer than two years after the Separation, subject to certain rights of the parties to extend the term for an additional three months. To the extent transition services are utilized during the first two years after the Separation, the charges paid by the recipient for the services are generally limited to the cost of providing such services. The Company anticipates that it will generally be in a position to complete the transition of most services on or before the two-year anniversary of the Separation.

The Company owns the FOX Studios Lot in Los Angeles, California and is responsible for the management of the lot, including servicing and managing the facility and managing and providing studio operation services, including production operations and post-production services. The Company leased office space on the FOX Studios Lot to 21CF for an initial term of seven years, subject to two five-year renewal options exercisable by 21CF.

The Company also entered into an employee matters agreement with 21CF that governs the 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 7 – Equity-Based Compensation and Note 10 – Pension and Other Postretirement Benefits).

Basis of Presentation

The Unaudited Consolidated and Combined 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 and Combined 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, 2019.

These interim Unaudited Consolidated and Combined Financial Statements and notes thereto should be read in conjunction with the audited combined financial statements and notes thereto included in the Company’s Registration Statement on Form 10, as amended and filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2019 (the “Form 10”).

Prior to the Distribution, the Company’s Unaudited Combined Financial Statements were prepared on a standalone basis, derived from the unaudited consolidated financial statements and accounting records of 21CF. The Company’s financial statements as of June 30, 2018 and for the three and nine months ended March 31, 2018 are presented on a combined basis as the Company was not a separate consolidated group prior to the Distribution. These financial statements reflect the combined historical results of operations, financial position and cash flows of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses. The Company became a separate consolidated group as a result of the Distribution, and the Company’s financial statements as of March 31, 2019 and for the three and nine months ended March 31, 2019 are presented on a consolidated basis.

The Unaudited Consolidated and Combined Statements of Operations include 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 Unaudited Consolidated and Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from 21CF, are reasonable. Nevertheless, the Unaudited 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 and combined 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.

The Company’s Consolidated Balance Sheet as of March 31, 2019 consists of the Company’s consolidated balances subsequent to the Distribution. The Company’s Combined Balance Sheet as of June 30, 2018 consists of the combined balances of 21CF’s domestic news, national sports and broadcast businesses and certain other assets and liabilities associated with such businesses. The assets and liabilities have been reflected on a historical cost basis, as prior to the Distribution all of the assets and liabilities presented were wholly owned by 21CF and were transferred to the combined FOX group at a carry-over basis.

For purposes of the Company’s financial statements for the periods prior to the Distribution, the income tax (expense) benefit in the Unaudited 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 and various state taxing authorities, the Company will file its initial U.S. income tax returns for the period March 20, 2019 through June 30, 2019.

The income tax accounts reflected in the Consolidated Balance Sheet as of March 31, 2019 include income taxes payable and deferred taxes attributed to the Company at the time of the Separation (See Note 8 – Related Party Transactions and Twenty-First Century Fox, Inc. Investment under the heading “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”). 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”) was $6.5 billion. Following the Distribution, on March 20, 2019 the Company received a cash payment in the amount of $2.0 billion (the “Cash Payment”) 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’s share of the estimated tax liabilities resulting from the anticipated divestitures by Disney of certain assets, principally the FOX Sports Regional Sports Networks. This prepayment was in the amount of approximately $700 million and is subject to adjustment in the future, when the actual amounts of the tax liabilities are reported on the federal income tax returns of 21CF or Disney.

As a result of the Separation and the Distribution, 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 15 years related to the amortization of the additional tax basis. This amortization is estimated to reduce the Company’s annual cash tax liability by $360 million per year at the current combined federal and state applicable tax rate of 24%. Such estimates are subject to revisions, which could be material, based upon, among other things, final appraisals.

The Unaudited Consolidated and Combined Financial Statements include, for periods prior to the Distribution, 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 intracompany transactions and accounts within the Company’s consolidated and combined businesses have been eliminated.

Intercompany transactions with 21CF or its affiliates and the Company are reflected in the historical Unaudited Consolidated and Combined 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 Unaudited Consolidated and Combined Financial Statements.

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

The preparation of the Company’s Unaudited Consolidated and Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated and Combined 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.

The Company’s fiscal year ends on June 30 of each year. Certain fiscal 2018 amounts have been reclassified to conform to the fiscal 2019 presentation.

Summary of Significant Accounting Policies

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”), 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’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 7 – Equity-Based Compensation).

Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform

Adopted

In January 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this guidance as of July 1, 2018 on a modified retrospective basis and recorded a cumulative effect adjustment to reclassify unrealized holding gains on securities within Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment (See Note 6 – Stockholders’ Equity). In addition, the Company recorded changes in the fair value of equity investments with readily determinable fair values in Net income rather than in Accumulated other comprehensive (loss) income (See Note 12 – Additional Financial Information under the heading “Other, net”). Cost method investments that do not have readily determinable fair values will be recognized prospectively 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. The adjustments related to the observable price changes will also be recognized in net income.

On July 1, 2018, the Company early adopted ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) on a prospective basis using the security-by-security approach. The objective of ASU 2018-02 is to eliminate the stranded tax effects resulting from the Tax Act (as defined below) and to improve the usefulness of information reported to financial statement users. The adoption of ASU 2018-02 resulted in a reclassification from Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment related to the income tax effects on the change in the federal statutory rate (See Note 6 – Stockholders’ Equity).

Issued

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), as amended. Topic 842 requires recognition of lease liabilities and right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. Topic 842 will be effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company expects to apply Topic 842 on a modified retrospective basis with the cumulative effect, if any, of initially applying the new guidance recognized at the date of adoption as an adjustment to opening retained earnings. The Company is currently evaluating the impact Topic 842 will have on its consolidated financial statements, including determining which practical expedients to apply. Since the Company has a significant amount of minimum lease commitments (See Note 11 – Commitments and Contingencies in the Form 10), the Company expects that the impact of recognizing operating lease liabilities and right-of-use assets will be significant to the Company’s Consolidated Balance Sheet. The Company is in process of gathering the necessary lease data and implementing accounting lease software for all leases as well as assessing necessary changes to the Company’s processes and controls to support the recognition and disclosure requirements in accordance with the new standard.

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”). The amendments in ASU 2019-02 align the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. ASU 2019-02 will be effective for the Company for annual and interim reporting periods beginning July 1, 2020 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact ASU 2019-02 will have on its consolidated financial statements.

U.S. Tax Reform

On December 22, 2017, the U.S. government enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. Effective July 1, 2018, the Company’s corporate income tax rate is 21%.

The SEC issued guidance that allowed for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. In December 2018, the Company finalized its analysis and has not materially modified the provisional amounts previously recorded in the combined financial statements (See Note 2 – Summary of Significant Accounting Policies in the Form 10 under the heading “U.S. Tax Reform”).

Acquisitions, Disposals and Other Transactions

9 Months Ended

Mar. 31, 2019

Acquisitions Disposals And Other Transactions [Abstract]

Acquisitions, Disposals and Other Transactions

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

Fiscal 2019

In May 2019, the Company and The Stars Group Inc. (“The Stars Group”) announced plans to launch FOX Bet, a national media and sports wagering partnership in the United States. FOX Sports and The Stars Group have entered into a long-term commercial agreement through which FOX Sports will provide The Stars Group with an exclusive license to use certain FOX Sports trademarks. In addition, the Company invested $236 million to acquire a 4.99% equity interest in The Stars Group.

In the first quarter of 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 in accordance with ASU 2016-01 and Caffeine Studios as an equity method investment.

Fiscal 2018

In March 2017, the Federal Communications Commission (“FCC”) concluded a voluntary auction to reclaim television broadcast station spectrum. The Company had three stations’ bids of $354 million to relinquish spectrum accepted by the FCC as part of the auction and received the proceeds in July 2017. As a result, spectrum previously utilized by its television stations in Washington, DC, Charlotte, NC and Chicago, IL designated market areas, in which the Company operates duopolies, was relinquished to the FCC. The Company recorded a pre-tax gain of $114 million of which $102 million was recorded in fiscal 2018 and the remaining balance was recorded in Other, net in the Unaudited Consolidated Statement of Operations for the nine months ended March 31, 2019 for the spectrum relinquished to the FCC in July 2018. These television stations will continue broadcasting using the spectrum of the existing FOX Network owned and operated station in that market.

Inventories, Net

9 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories, Net

NOTE 3. INVENTORIES, NET

The Company’s inventories were comprised of the following:

	As of March 31, 2019			As of June 30, 2018
	(in millions)
Sports programming rights	$	928		$	983
Entertainment programming rights		367			318

Total inventories, net		1,295			1,301
Less: current portion of inventories, net		(1,074	)		(1,180	)

Total non-current inventories, net	$	221		$	121

The Company evaluates the recoverability of the 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, the Company recognized a write-down of approximately $55 million related to entertainment and syndicated programming rights at the Television segment, which was recorded in Operating expenses in the Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2019.

Fair Value

9 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value

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. As of March 31, 2019 and June 30, 2018, there were no assets or liabilities in the Level 2 category.

	Fair value measurements
	As of March 31, 2019
	Total			Level 1		Level 3
	(in millions)
Assets
Investments^(a)	$	389		$	389	$	-
Redeemable noncontrolling interests^(b)		(136	)		-		(136	)

Total	$	253		$	389	$	(136	)

	As of June 30, 2018
	Total			Level 1		Level 3
	(in millions)
Assets
Investments^(a)	$	257		$	257	$	-
Redeemable noncontrolling interests^(b)		(275	)		-		(275	)

Total	$	(18	)	$	257	$	(275	)

^(a)	Represents an investment in equity securities of Roku, Inc. (“Roku”) with a readily determinable fair value.

^(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” (“ASC 480-10-S99-3A”), because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded at fair value are put rights held by the minority shareholder in one of the Company’s majority-owned sports networks.

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

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019				2018
	(in millions)
Beginning of period	$	(106	)	$	(195	)	$	(275	)		$	(154	)
Net income		(6	)		(9	)		(27	)			(32	)
Distributions		6			10			25				29
Accretion and other		(30	)		(32	)		141		^(a)		(69	)
					-
End of period	$	(136	)	$	(226	)	$	(136	)		$	(226	)

^(a)	As a result of the expiration of a portion of the minority shareholder’s put right, approximately $200 million was reclassified into equity.

As of March 31, 2019, the redeemable noncontrolling interests are not exercisable. A portion of the minority shareholder’s put right will become exercisable in July 2019.

Financial Instruments

The carrying value of the Company’s financial instruments, such as cash and cash equivalents, receivables, payables and investments without a readily determinable fair value and not accounted for using the equity method, approximates fair value.

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Borrowings

Fair value	$	7,320	$	-

Carrying value	$	6,750	$	-

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 March 31, 2019, the Company had one customer that accounted for approximately 13% of the Company’s receivables. As of June 30, 2018, the Company had two customers that accounted for approximately 21% of the Company’s receivables.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Borrowings

9 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Borrowings

NOTE 5. BORROWINGS

Senior Notes Issued Under January 2019 Indenture

In January 2019, the Company issued $6.8 billion of senior notes (as summarized below) (the “Notes”) in a private offering and used the net proceeds from the sale of the Notes, together with available cash on its balance sheet, to fund the Dividend and to pay fees and expenses incurred in connection with the issuance of the Notes and the Transactions.

	Outstanding as of March 31, 2019
	(in millions)
Senior notes
3.666% senior notes due 2022	$	750
4.030% senior notes due 2024		1,250
4.709% senior notes due 2029		2,000
5.476% senior notes due 2039		1,250
5.576% senior notes due 2049		1,550

Total senior notes		6,800

Less: unamortized debt issuance costs		(50	)
Total borrowings	$	6,750

The Notes were issued 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”). 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’s ability and the ability of the Company’s subsidiaries, to create liens and engage in a merger, sale or consolidation transaction. The 2019 Indenture does not contain any financial maintenance covenants.

Revolving Credit Agreement

On March 15, 2019, the Company entered into a credit agreement (the “Revolving Credit 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. 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 two 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. The interest rates and fees under the Revolving Credit Agreement are based on the Company’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”) plus 1.1% and the facility fee is 0.15%. As of March 31, 2019, there were no borrowings outstanding under the Revolving Credit Agreement.

Bridge Credit Agreement

In addition, as previously disclosed, 21st Century Fox America, Inc., a wholly owned subsidiary of 21CF, entered into a commitment letter on behalf of FOX with the financial institutions party thereto to provide FOX with financing in connection with the Dividend. Upon the issuance of the Notes, 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.

Stockholders' Equity

9 Months Ended

Mar. 31, 2019

Stockholders Equity Note [Abstract]

Stockholders' Equity

NOTE 6. STOCKHOLDERS’ EQUITY

Common Stock and Preferred Stock

The Company has two 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 one 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’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

In the event of a liquidation 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 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.

Under the Certificate of Incorporation, the Board of Directors 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’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 of Directors to issue preferred stock or common stock must, however, be taken in accordance with the Board of Directors’ fiduciary duty to act in the best interests of the Company’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 of Directors 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.

Temporary Stockholder Rights Plan

In connection with the Distribution, the Board of Directors approved the adoption of a Temporary Stockholder Rights Agreement (the “Rights Agreement”), effective March 19, 2019. The Rights Agreement will expire following the next annual meeting of stockholders of the Company, unless the rights are redeemed earlier by the Company or the Rights Agreement is approved by the Company’s stockholders. In adopting the Rights Agreement, the Board of Directors considered that there may be significant volume of trading in the Company’s shares around the time of the Distribution. The Rights Agreement is intended to protect the stockholders of the Company during the post-Distribution period from actions that the Board of Directors determines are not in the best interest of the Company’s stockholders. The Rights Agreement is not intended to interfere with any merger, tender or exchange offer, share acquisition or other business combination transaction approved in advance by the Board of Directors, and the Rights Agreement does not prevent the Board of Directors from considering any offer that it considers to be in the best interest of the Company’s stockholders.

Pursuant to the Rights Agreement, the Company declared a dividend distribution of one right (a “Class A Right”) for each outstanding share of the Company’s Class A Common Stock and one right (a “Class B Right” and, together with the Class A Rights, the “Rights”) for each outstanding share of the Company’s Class B Common Stock, in each case as of the close of business on April 2, 2019. One Class A Right will also be issued together with each share of Class A Common Stock issued by the Company after April 2, 2019 and prior to the Distribution Date (as defined in the Rights Agreement), and in certain circumstances, after the Distribution Date. One Class B Right will also be issued together with each share of Class B Common Stock issued by the Company after April 2, 2019 and prior to the Distribution Date and in certain circumstances, after the Distribution Date. Initially, these Rights are not exercisable and trade with the Company’s Class A Common Stock and Class B Common Stock.

The Rights will become exercisable only if a person or group obtains beneficial ownership (as defined in the Rights Agreement) of 15% or more of the Class B Common Stock outstanding, or 15% or more of the Common Stock outstanding. In each such case, each Class A Right and each Class B Right will entitle its holder (except the acquiring person or group) to purchase, at the exercise price of $160 (subject to adjustments provided in the Rights Agreement), a number of authorized but unissued shares of Class A Common Stock or Class B Common Stock, respectively, having a then current market value of two times the exercise price of the Right.

The Rights are not exercisable because of any current stockholder’s beneficial ownership of 15% or more of either Class A or Class B Common Stock, unless such stockholder acquires beneficial ownership of additional shares (subject to certain exceptions set forth in the Rights Agreement).

Dividends

Subsequent to March 31, 2019, the Company declared a semi-annual dividend of $0.23 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on June 3, 2019 with a record date for determining dividend entitlements of May 20, 2019.

Stockholders’ Equity

The following tables summarize changes in stockholders’ equity:

	For the three months ended March 31, 2019										For the nine months ended March 31, 2019
	Fox Corporation stockholders				Noncontrolling interests^(a)			Total equity			Fox Corporation stockholders				Noncontrolling interests^(a)		Total equity
	(in millions)
Balance, beginning of period	$	10,394			$	12		$	10,406		$	9,594			$	-	$	9,594
Net income		529				4			533			1,141				10		1,151
Other comprehensive income		2				-			2			5				-		5
Other		(26	)			(5	)		(31	)		136		^(b)		1		137
Transferred from Twenty-First Century Fox, Inc. investment to Accumulated other comprehensive (loss) income		(14	)	^(c)		-			(14	)		(157	)	^(c)		-		(157	)
Net decrease in Twenty-First Century Fox, Inc. investment		(2,285	)			-			(2,285	)		(2,119	)			-		(2,119	)
		-
Balance, end of period	$	8,600			$	11		$	8,611		$	8,600			$	11	$	8,611

	For the three months ended March 31, 2018								For the nine months ended March 31, 2018
	Fox Corporation stockholders			Noncontrolling interests^(a)		Total equity			Fox Corporation stockholders			Noncontrolling interests^(a)		Total equity
	(in millions)
Balance, beginning of period	$	7,953		$	-	$	7,953		$	6,093		$	-	$	6,093
Net income		457			-		457			1,716			-		1,716
Other comprehensive (loss) income		(95	)		-		(95	)		85			-		85
Other		(32	)		-		(32	)		(69	)		-		(69	)
Net increase in Twenty-First Century Fox, Inc. investment		700			-		700			1,158			-		1,158
		-
Balance, end of period	$	8,983		$	-	$	8,983		$	8,983		$	-	$	8,983

^(a)	Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4 – Fair Value under the heading “Redeemable Noncontrolling Interests”).

⁽^b⁾	Approximately $200 million was reclassified to equity from Redeemable noncontrolling interests (See Note 4 – Fair Value).

⁽^c⁾	See Note 10 – Pension and Other Postretirement Benefits.

Comprehensive Income

Comprehensive income is reported in the Unaudited Consolidated and Combined Statements of Comprehensive Income and consists of Net income and Other comprehensive income (loss), including unrealized holding gains and losses on securities and benefit plan adjustments, which affect Total equity, and under GAAP, are excluded from Net income.

The following table summarizes the material activity within Other comprehensive income (loss):

	For the three months ended March 31, 2018								For the nine months ended March 31, 2018
	Before tax			Tax benefit		Net of tax			Before tax		Tax provision			Net of tax
	(in millions)
(Losses) gains on securities
Unrealized (losses) gains	$	(122	)	$	29	$	(93	)	$	161	$	(77	)	$	84

Other comprehensive (loss) income	$	(122	)	$	29	$	(93	)	$	161	$	(77	)	$	84

Accumulated other comprehensive (loss) income

The following table summarizes the changes in the components of Accumulated other comprehensive (loss) income, net of tax:

	For the three months ended March 31, 2019									For the nine months ended March 31, 2019
	Unrealized holding gains on securities		Benefit plan adjustments and other				Accumulated other comprehensive (loss) income			Unrealized holding gains on securities				Benefit plan adjustments and other				Accumulated other comprehensive (loss) income
	(in millions)
Balance, beginning of period	$	-	$	(202	)		$	(202	)	$	130			$	(49	)		$	81
Adoption of ASUs		-		-				-			(130	)	^(a)		(13	)	^(b)		(143	)
Other comprehensive income, net of tax		-		2				2			-				5				5
Transferred from Twenty-First Century Fox, Inc. investment		-		(14	)	^(c)		(14	)		-				(157	)	^(c)		(157	)

Balance, end of period	$	-	$	(214	)		$	(214	)	$	-			$	(214	)		$	(214	)

^(a)	Reflects the adoption of ASU 2016-01 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).

⁽^b⁾	Reflects the adoption of ASU 2018-02 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).

⁽^c⁾	See Note 10 – Pension and Other Postretirement Benefits.

Equity-Based Compensation

9 Months Ended

Mar. 31, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-Based Compensation

NOTE 7. 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 presented, 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.

2019 Shareholder Alignment Plan

In connection with the Distribution, the Company adopted the Fox Corporation 2019 Shareholder Alignment Plan (the “SAP”), under which equity-based compensation, including stock options, stock appreciation rights, restricted and unrestricted stock, RSUs and other types of FOX equity awards may be granted. The Company’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 March 31, 2019, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 59.5 million.

In connection with the Distribution, 21CF performance stock units (“PSUs”) scheduled to vest in 2019 and 50% of 21CF retention RSUs were accelerated and paid out in shares of 21CF class A common stock in March 2019. 21CF RSUs and PSUs scheduled to vest after 2019 were converted into new equity awards of the Company, using a formula designed to preserve the intrinsic value of the awards immediately prior to the Distribution. Converted awards have the same terms and features as the original 21CF awards, except for the PSUs, which were converted into RSUs that are subject only to time-based vesting conditions and are no longer subject to achievement of applicable performance goals. In addition, the remaining 50% of the 21CF retention RSUs were converted into new 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. All of the converted FOX RSUs were granted under the SAP and the approximately 5.5 million shares of Class A Common Stock that may be issued under the converted FOX RSUs do not count against the maximum number of shares that may be issued under the SAP described above.

Awards granted under the SAP (other than a stock option or stock appreciation right) 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 vesting period and such dividend equivalents will vest and be paid only if and when the underlying award vests.

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 of Directors of FOX (the “Compensation Committee”) may 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 shall have 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 March 2019, in connection with the Distribution, the Compensation Committee granted approximately 2.4 million RSUs under the SAP, which will primarily vest in two tranches. Approximately 50% of the RSUs will vest on June 15, 2020 and the remaining RSUs will vest on June 15, 2021, in each case, subject to a service requirement through the vesting dates.

The following table summarizes the activity related to target PSUs and RSUs granted to the Company’s employees to be settled in stock (PSUs and RSUs in thousands):

	For the nine months ended March 31, 2019
	Number of shares			Weighted average grant- date fair value⁽^a⁾
PSUs and RSUs
Unvested units at beginning of the year		10,896		$	29.77
Granted prior to the Distribution		1,565			46.11
Vested		(4,882	)		29.54
Cancelled		(3,121	)		29.73
Net units granted in conversion, as a result of the Separation⁽^b⁾		1,011		N/A
Subtotal of unvested units after the conversion		5,469			29.17
Granted after the Distribution		2,405			40.14

Unvested units at the end of the period⁽^c⁾		7,874		$	32.52

⁽^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 represents the fair value of awards using the applicable conversion ratio.

⁽^b⁾

As disclosed above, 21CF RSUs and PSUs scheduled to vest after 2019 were converted into new equity awards of the Company, using a formula designed to preserve the value of the awards immediately prior to the Distribution. In addition, the 50% of the 21CF retention RSUs that were not accelerated and paid out in shares of 21CF class A common stock were converted into new 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.

⁽^c⁾	The intrinsic value of these unvested RSUs was approximately $290 million as of March 31, 2019.

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 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 based on historical volatility of 21CF and the Company’s peer group over the expected term of the stock options; (ii) expected term of stock options granted was determined by analyzing historical data of the Company’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.

In March 2019, in connection with the Distribution, the Compensation Committee granted approximately 3.1 million stock options with an exercise price of $40.26 and grant-date fair value of $8.67 under the SAP. The stock options will vest 50% on June 15, 2020 and 50% on June 15, 2021, in each case, subject to a service requirement through the vesting dates. The options will expire approximately seven years from the grant date.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants during the nine months ended March 31, 2019:

	For the nine months ended March 31, 2019
Expected volatility		26.50	%
Risk-free interest rate		2.41	%
Expected dividend yield		1.12	%
Expected term of stock options	3.84 years

The following table summarizes the Company’s equity-based compensation:

	For the three months ended March 31,				For the nine months ended March 31,
	2019		2018		2019		2018
	(in millions)
Equity-based compensation^(a)	$	38	$	41	$	71	$	69

Intrinsic value of all settled equity-based awards	$	130	$	-	$	240	$	31

^(a)	Prior to the Distribution, 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 March 31, 2019, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees for all plans presented was approximately $210 million and is expected to be recognized over a weighted average period between two and three years. For awards granted under the SAP that have only service requirements and a graded vesting schedule, the Company recognizes this compensation cost on a straight-line basis over the requisite service period for the entire award.

Related Party Transactions and Twenty-First Century Fox, Inc. Investment

9 Months Ended

Mar. 31, 2019

NOTE 8. 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, including subsidiaries and equity affiliates of 21CF (prior to the Distribution), to buy and/or sell programming and purchase and/or sell advertising.

The following table sets forth the net revenue from related parties included in the Unaudited Consolidated and Combined Statements of Operations:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Related party revenue	$	111		$	42		$	289		$	174
Related party expense		(33	)		(18	)		(67	)		(67	)

Related party revenue, net of expense	$	78		$	24		$	222		$	107

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 Unaudited Consolidated and Combined Financial Statements include 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 and not recorded at the business unit level, such as expenses related to finance, legal, insurance, information technology, compliance and human resources management activities, among others (“General Corporate Expenses”). For purposes of these standalone Unaudited Consolidated and Combined Financial Statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the Unaudited Consolidated and Combined Statements of Operations in Selling, general and administrative expenses and Other, net, as appropriate, and accordingly as a component of the Twenty-First Century Fox, Inc. investment in the Consolidated and Combined Balance Sheets. These expenses have been 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 Unaudited Consolidated and Combined Financial Statements, including the assumptions regarding allocating General Corporate Expenses from 21CF are reasonable. Nevertheless, the Unaudited Consolidated and Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s consolidated and combined results of operations, financial position 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 these standalone Unaudited Consolidated and Combined Financial Statements, the corporate allocations recorded for the three months ended March 31, 2019 and 2018 of $111 million and $93 million, respectively, and for the nine months ended March 31, 2019 and 2018 of $291 million and $230 million, respectively, were General Corporate Expenses of 21CF, which were not historically allocated to the Company.

Intercompany transactions with 21CF or its affiliates and the Company are reflected in the historical Unaudited Consolidated and Combined 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 reflected in the Unaudited Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as a Twenty-First Century Fox, Inc. investment.

The following table summarizes the components of the net (decrease) increase in the Twenty-First Century Fox, Inc. investment for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,					For the nine months ended March 31,
	2019			2018		2019			2018
	(in millions)
Cash pooling, general financing activities and other^(a)	$	(1,523	)	$	607	$	(1,537	)	$	928
Corporate allocations		111			93		291			230
Net dividend paid to Twenty-First Century Fox, Inc.		(6,500	)		-		(6,500	)		-
Taxes payable^(b)		593			-		593			-
Deferred taxes on step-up^(c)		5,515			-		5,515			-
Other deferred taxes⁽^c⁾		(481	)		-		(481	)		-

Net (decrease) increase in Twenty-First Century Fox, Inc. investment	$	(2,285	)	$	700	$	(2,119	)	$	1,158

^(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. As part of this activity and prior to December 31, 2017, the majority of the cash balances were swept to 21CF on a daily basis and the Company received capital from 21CF for the Company’s cash needs. Effective January 1, 2018, the Company ceased participating in 21CF’s capital and cash management accounts.

^(b)

^(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.

Commitments and Contingencies

9 Months Ended

Mar. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9. 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 March 31, 2019 and June 30, 2018 were approximately $41 billion and $32 billion, respectively. The increase from June 30, 2018 was primarily due to the issuance of $6.8 billion of senior notes (See Note 5 – Borrowings), the new multi-year, multi-platform rights agreement expanding the Company’s television, digital and Spanish-language rights and extending its arrangement with Major League Baseball (“MLB”) through the 2028 MLB season partially offset by sports programming rights payments.

Contingencies

Profits Participants Litigation

On November 25, 2015, Wark Entertainment, Inc. filed a lawsuit (the “Wark Lawsuit”) against Twentieth Century Fox Film Corporation, the FOX Network, and Fox Entertainment Group, Inc. (“Fox Entertainment Group”) in the Superior Court of the State of California, County of Los Angeles, Central District (the “Superior Court”). On November 30, 2015, Temperance Brennan, L.P., Snooker Doodle Productions, Inc., and Bertha Blue, Inc. filed a lawsuit (the “Temperance Brennan Lawsuit”) against 21CF, Fox Entertainment Group, Twentieth Century Fox Film Corporation, and the FOX Network in the Superior Court. The plaintiffs in these cases are profits participants in the television series Bones, which was produced by Twentieth Century Fox Television, a unit of Twentieth Century Fox Film Corporation (“TCFTV”), and aired on the FOX Network from 2005 to 2017. TCFTV, 21CF, the FOX Network and Fox Entertainment Group are defendants in one or both of the Wark Lawsuit and the Temperance Brennan Lawsuit (collectively, the “Lawsuits”), which were joined by the Superior Court on December 21, 2015.

The plaintiffs in the Lawsuits alleged, among other things, that TCFTV breached its contracts with the plaintiffs and committed fraud concerning certain of those contracts, and that 21CF, Fox Entertainment Group, and the FOX Network induced TCFTV’s breach of contract and intentionally interfered with the plaintiffs’ contracts with TCFTV. These allegations were based on plaintiffs’ claims that in licensing Bones between affiliated 21CF entities, the defendants agreed to lower license fees for Bones to the detriment of the Plaintiffs (collectively, the “Affiliated Dealing Claims”). The plaintiffs also challenged TCFTV’s accounting practices with regard to Bones, including challenging TCFTV’s distribution and overhead charges for Bones (the “Accounting Claims”). The defendants vigorously disputed the Affiliated Dealing Claims and the Accounting Claims and the related allegations.

On April 8, 2016, the Superior Court stayed the Accounting Claims and ordered that the Affiliated Dealing Claims be submitted to arbitration pursuant to the plaintiffs’ contracts. On February 20, 2019, the arbitrator issued a punitive damages award of approximately $129 million against the defendants, including the FOX Network. On February 27, 2019, the defendants filed a motion with the Superior Court to vacate the entire punitive damages award on the ground that the arbitrator did not have authority to award punitive damages, and the plaintiffs filed a petition with the Superior Court to confirm the entirety of the arbitrator’s award. A hearing on these matters was held on April 29, 2019. On May 2, 2019, the Superior Court issued a ruling granting the defendants’ motion, denying the plaintiffs’ petition and vacating the entire punitive damages award.

FOX News Channel

The Company and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination and racial discrimination relating to alleged misconduct at the Company’s FOX News channel business. 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 individually or in the aggregate, material to the Company. The amount of 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 financial condition, future results of operations or liquidity.

U.K. Newspaper Matters Indemnity

In connection with the separation of 21CF and News Corporation in June 2013, 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 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, 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, certain costs and liabilities related to the U.K. Newspaper Matters Indemnity were assumed by the Company. The liability recorded in the Consolidated and Combined Balance Sheets related to the indemnity was approximately $50 million as of March 31, 2019 and June 30, 2018.

Other

The Company establishes an accrued liability for legal 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’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 and combined 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’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 requires 21CF and/or 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.

Pension and Other Postretirement Benefits

9 Months Ended

Mar. 31, 2019

Compensation And Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits

NOTE 10. PENSION AND OTHER POSTRETIREMENT BENEFITS

Certain of the Company’s U.S. employees participated in defined benefit pension and postretirement plans sponsored by 21CF (“Shared Plans”), which include participants of other 21CF subsidiaries. Plans that are sponsored by entities included in the Company are accounted for as defined benefit pension plans.

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, during the second quarter of fiscal 2019, the pension benefit assets and liabilities of the Shared Plans allocable to the Company’s employees were transferred to the Company. 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. In January 2019, the postretirement benefit plan liabilities allocable to the Company’s employees were transferred to the Company. 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.

The net periodic benefit cost was $13 million and $15 million for the three months ended March 31, 2019 and 2018, respectively, and $40 million and $89 million for the nine months ended March 31, 2019 and 2018, respectively.

Segment Information

9 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Information

NOTE 11. 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 cable television systems, direct broadcast satellite operators, telecommunication companies and online video distributors (collectively, multi-channel video programming distributors), primarily in the U.S.

•

Television, which principally consists of the acquisition, marketing and distribution of broadcast network programming nationally under the FOX brand and the operation of 28 full power broadcast television stations, including 11 duopolies, in the U.S. (of these stations, 17 are affiliated with the FOX Network, nine are affiliated with MyNetworkTV, one is affiliated with both The CW Television Network and MyNetworkTV and one is an independent station).

•

Other, Corporate and Eliminations, which principally consists of corporate overhead costs, intracompany eliminations and the FOX Studios lot. The FOX Studios 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.

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.

Beginning with the announcement of the Company’s financial results for the quarter ended March 31, 2019, the Company has renamed as “Segment EBITDA” the measure that it previously referred to as “Segment OIBDA”. The definition of this measure has not changed: 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, Other, net and Income tax (expense) benefit. 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.

Management believes that information about Total Segment EBITDA assists all users of the Company’s Unaudited Consolidated and Combined 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. Total Segment 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 Segment EBITDA and Total Segment EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Total Segment EBITDA may be 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. Total Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles Income before income tax (expense) benefit to Total Segment EBITDA for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Income before income tax (expense) benefit	$	706		$	654		$	1,568		$	1,577
Add
Amortization of cable distribution investments		10			11			29			43
Depreciation and amortization		58			43			152			126
Impairment and restructuring charges		14			14			14			11
Interest expense		81			7			112			20
Interest income		(19	)		-			(19	)		-
Other, net		(84	)		(23	)		116			75

Total Segment EBITDA	$	766		$	706		$	1,972		$	1,852

The following tables set forth the Company’s Revenues and Segment EBITDA for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Revenues
Cable Network Programming	$	1,383		$	1,325		$	4,082		$	3,778
Television		1,370			1,138			4,796			3,982
Other, Corporate and Eliminations		(1	)		-			(2	)		(1	)

Total revenues	$	2,752		$	2,463		$	8,876		$	7,759
Segment EBITDA
Cable Network Programming	$	741		$	692		$	1,893		$	1,730
Television		99			81			256			268
Other, Corporate and Eliminations		(74	)		(67	)		(177	)		(146	)

Total Segment EBITDA	$	766		$	706		$	1,972		$	1,852

Revenues by Segment by Component

	For the three months ended March 31,					For the nine months ended March 31,
	2019			2018		2019			2018
	(in millions)
Cable Network Programming
Affiliate fee	$	968		$	931	$	2,845		$	2,609
Advertising		276			266		893			825
Other		139			128		344			344

Total Cable Network Programming revenues		1,383			1,325		4,082			3,778
Television
Advertising		812			735		3,245			2,796
Affiliate fee		452			350		1,257			1,001
Other		106			53		294			185

Total Television revenues		1,370			1,138		4,796			3,982
Other, Corporate and Eliminations		(1	)		-		(2	)		(1	)

Total revenues	$	2,752		$	2,463	$	8,876		$	7,759

Future Performance Obligations

As of March 31, 2019, approximately $2.1 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 sports rights sublicensing contracts and affiliate 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 March 31,				For the nine months ended March 31,
	2019		2018		2019		2018
	(in millions)
Depreciation and amortization
Cable Network Programming	$	12	$	10	$	35	$	28
Television		28		27		80		82
Other, Corporate and Eliminations		18		6		37		16

Total depreciation and amortization	$	58	$	43	$	152	$	126

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Assets
Cable Network Programming	$	2,620	$	2,430
Television		6,506		6,805
Other, Corporate and Eliminations		8,038		3,611
Investments		493		275

Total assets	$	17,657	$	13,121

Additional Financial Information

9 Months Ended

Mar. 31, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Additional Financial Information

NOTE 12. ADDITIONAL FINANCIAL INFORMATION

Other, net

The following table sets forth the components of Other, net included in the Unaudited Consolidated and Combined Statements of Operations:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Acquisition related and other transaction costs^(a)	$	(106	)	$	(13	)	$	(184	)	$	(45	)
Unrealized gains on investments^(b)		204			-			132			-
U.K. Newspaper Matters Indemnity^(c)		(15	)		(22	)		(45	)		(19	)
Settlement loss related to pension plans^(d)		-			(1	)		-			(51	)
Shareholder litigation settlement^(e)		-			68			-			68
Other		1			(9	)		(19	)		(28	)

Total other, net	$	84		$	23		$	(116	)	$	(75	)

^(a)	The acquisition related and other transaction costs for the three and nine months ended March 31, 2019 and 2018 are related to the Separation and the Distribution which includes retention related costs.

^(b)

Represents the unrealized gains related to changes in fair value of the Company’s investment in Roku which are recognized in net income in accordance with ASU 2016-01 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform”).

⁽^c⁾	See Note 9 – Commitments and Contingencies.

⁽^d⁾	The settlement loss was primarily related to the Shared Plans (See Note 12 – Pension and Other Postretirement Benefits in the Form 10).

⁽^e⁾	See Note 11 – Commitments and Contingencies under the heading “Shareholder Litigation” in the Form 10.

Receivables, net

Receivables are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. Allowances for doubtful accounts as of March 31, 2019 and June 30, 2018 were $35 million and $28 million, respectively.

Income Taxes

The following table illustrates the overall changes in the Company’s net deferred tax (liabilities) assets for the nine months ended March 31, 2019.

	Net deferred tax (liabilities) assets
	(in millions)
Balance, June 30, 2018	$	(1,071	)
Tax basis step-up^(a)		5,515
Other^(b)		(759	)
Balance, March 31, 2019	$	3,685

^(a)

As a result of the Separation and the Distribution, FOX obtained a tax basis in its assets equal to their respective fair market values. This amount represents 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”).

^(b)

Includes other deferred tax adjustments recorded as of the date of the Distribution (See Note 8 – Related Party Transactions and Twenty-First Century Fox, Inc. Investment under the heading “Corporate Allocations and Twenty-First Century Fox, Inc. Investment”) and current year activity for the nine months ended March 31, 2019.

Other Non-Current Assets

The following table sets forth the components of Other non-current assets included in the Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Investments^(a)	$	493	$	275
Inventories, net		221		121
Other^(b)		462		363

Total other non-current assets	$	1,176	$	759

^(a)	Includes an investment with a readily determinable fair value of $389 million and $257 million as of March 31, 2019 and June 30, 2018, respectively (See Note 4 – Fair Value). See Note 2 - Acquisitions, Disposals and Other Transactions for information on recent investments.

^(b)	Other includes $243 million and $265 million as of March 31, 2019 and June 30, 2018, respectively, related to the Trust (as defined in Note 12 – Pension and Other Postretirement Benefits in the Form 10).

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 Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Accrued expenses	$	598	$	530
Program rights payable		404		380
Deferred revenue		103		147
Income taxes payable^(a)		-		553
Other current liabilities		192		149

Total accounts payable, accrued expenses and other current liabilities	$	1,297	$	1,759

^(a)

As discussed in Note 1 – Description of Business and Basis of Presentation, income tax items have been calculated as if the Company filed a separate return and was operating as a standalone business for purposes of the Company’s financial statements for the period prior to the Distribution. Therefore, tax balances reflected in the Consolidated and Combined Financial Statements may not be reflective of the Company’s actual tax balances prior to or subsequent to the Distribution. The amount of income taxes payable, for periods subsequent to the Distribution, represents the actual tax liabilities rather than the separate tax return methodology.

Other Liabilities

The following table sets forth the components of Other liabilities included in the Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Accrued noncurrent pension/postretirement liabilities^(a)	$	479	$	244
Other noncurrent liabilities		384		178

Total other liabilities	$	863	$	422

^(a)	The increase in accrued noncurrent pension/postretirement liabilities was related to the pension and other postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees transferred to the Company (See Note 10 – Pension and Other Postretirement Benefits).

Description of Business and Basis of Presentation (Policies)	9 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Principles of Consolidation and Combination	The Unaudited Consolidated and Combined Financial Statements include, for periods prior to the Distribution, 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 intracompany transactions and accounts within the Company’s consolidated and combined businesses have been eliminated. Intercompany transactions with 21CF or its affiliates and the Company are reflected in the historical Unaudited Consolidated and Combined 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 Unaudited Consolidated and Combined Financial Statements. Any change in the Company’s ownership interest in a consolidated or combined subsidiary, where a controlling financial interest is retained, is accounted for as a capital transaction. When the Company ceases to have a controlling interest in a consolidated or combined subsidiary, the Company will recognize a gain or loss in net income upon deconsolidation.
Use of Estimates	The preparation of the Company’s Unaudited Consolidated and Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated and Combined 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.
Reclassifications and Adjustments	The Company’s fiscal year ends on June 30 of each year. Certain fiscal 2018 amounts have been reclassified to conform to the fiscal 2019 presentation.
Earnings per Share	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”), 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’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 7 – Equity-Based Compensation).
Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform	Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform Adopted In January 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The Company adopted this guidance as of July 1, 2018 on a modified retrospective basis and recorded a cumulative effect adjustment to reclassify unrealized holding gains on securities within Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment (See Note 6 – Stockholders’ Equity). In addition, the Company recorded changes in the fair value of equity investments with readily determinable fair values in Net income rather than in Accumulated other comprehensive (loss) income (See Note 12 – Additional Financial Information under the heading “Other, net”). Cost method investments that do not have readily determinable fair values will be recognized prospectively 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. The adjustments related to the observable price changes will also be recognized in net income. On July 1, 2018, the Company early adopted ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) on a prospective basis using the security-by-security approach. The objective of ASU 2018-02 is to eliminate the stranded tax effects resulting from the Tax Act (as defined below) and to improve the usefulness of information reported to financial statement users. The adoption of ASU 2018-02 resulted in a reclassification from Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment related to the income tax effects on the change in the federal statutory rate (See Note 6 – Stockholders’ Equity). Issued In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), as amended. Topic 842 requires recognition of lease liabilities and right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. Topic 842 will be effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company expects to apply Topic 842 on a modified retrospective basis with the cumulative effect, if any, of initially applying the new guidance recognized at the date of adoption as an adjustment to opening retained earnings. The Company is currently evaluating the impact Topic 842 will have on its consolidated financial statements, including determining which practical expedients to apply. Since the Company has a significant amount of minimum lease commitments (See Note 11 – Commitments and Contingencies in the Form 10), the Company expects that the impact of recognizing operating lease liabilities and right-of-use assets will be significant to the Company’s Consolidated Balance Sheet. The Company is in process of gathering the necessary lease data and implementing accounting lease software for all leases as well as assessing necessary changes to the Company’s processes and controls to support the recognition and disclosure requirements in accordance with the new standard. 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”). The amendments in ASU 2019-02 align the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. ASU 2019-02 will be effective for the Company for annual and interim reporting periods beginning July 1, 2020 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact ASU 2019-02 will have on its consolidated financial statements. U.S. Tax Reform On December 22, 2017, the U.S. government enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. Effective July 1, 2018, the Company’s corporate income tax rate is 21%. The SEC issued guidance that allowed for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. In December 2018, the Company finalized its analysis and has not materially modified the provisional amounts previously recorded in the combined financial statements (See Note 2 – Summary of Significant Accounting Policies in the Form 10 under the heading “U.S. Tax Reform”).
Concentrations of Credit Risk	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 March 31, 2019, the Company had one customer that accounted for approximately 13% of the Company’s receivables. As of June 30, 2018, the Company had two customers that accounted for approximately 21% of the Company’s receivables.

Inventories, Net (Tables)

9 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

The Company’s inventories were comprised of the following:

	As of March 31, 2019			As of June 30, 2018
	(in millions)
Sports programming rights	$	928		$	983
Entertainment programming rights		367			318

Total inventories, net		1,295			1,301
Less: current portion of inventories, net		(1,074	)		(1,180	)

Total non-current inventories, net	$	221		$	121

Fair Value (Tables)

9 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets (Liabilities) and the Level Used to Measure Them

	Fair value measurements
	As of March 31, 2019
	Total			Level 1		Level 3
	(in millions)
Assets
Investments^(a)	$	389		$	389	$	-
Redeemable noncontrolling interests^(b)		(136	)		-		(136	)

Total	$	253		$	389	$	(136	)

	As of June 30, 2018
	Total			Level 1		Level 3
	(in millions)
Assets
Investments^(a)	$	257		$	257	$	-
Redeemable noncontrolling interests^(b)		(275	)		-		(275	)

Total	$	(18	)	$	257	$	(275	)

^(a)	Represents an investment in equity securities of Roku, Inc. (“Roku”) with a readily determinable fair value.

^(b)

Changes in Fair Value of Financial Liabilities on a Recurring Basis Using Level 3

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

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019				2018
	(in millions)
Beginning of period	$	(106	)	$	(195	)	$	(275	)		$	(154	)
Net income		(6	)		(9	)		(27	)			(32	)
Distributions		6			10			25				29
Accretion and other		(30	)		(32	)		141		^(a)		(69	)
					-
End of period	$	(136	)	$	(226	)	$	(136	)		$	(226	)

^(a)	As a result of the expiration of a portion of the minority shareholder’s put right, approximately $200 million was reclassified into equity.

Schedule of Fair Value and Carrying Value of Borrowings

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Borrowings

Fair value	$	7,320	$	-

Carrying value	$	6,750	$	-

Borrowings (Tables)

9 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Senior Notes

	Outstanding as of March 31, 2019
	(in millions)
Senior notes
3.666% senior notes due 2022	$	750
4.030% senior notes due 2024		1,250
4.709% senior notes due 2029		2,000
5.476% senior notes due 2039		1,250
5.576% senior notes due 2049		1,550

Total senior notes		6,800

Less: unamortized debt issuance costs		(50	)
Total borrowings	$	6,750

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stockholders' Equity (Tables)

9 Months Ended

Mar. 31, 2019

Stockholders Equity Note [Abstract]

Schedule of Changes in Stockholders' Equity

The following tables summarize changes in stockholders’ equity:

	For the three months ended March 31, 2019										For the nine months ended March 31, 2019
	Fox Corporation stockholders				Noncontrolling interests^(a)			Total equity			Fox Corporation stockholders				Noncontrolling interests^(a)		Total equity
	(in millions)
Balance, beginning of period	$	10,394			$	12		$	10,406		$	9,594			$	-	$	9,594
Net income		529				4			533			1,141				10		1,151
Other comprehensive income		2				-			2			5				-		5
Other		(26	)			(5	)		(31	)		136		^(b)		1		137
Transferred from Twenty-First Century Fox, Inc. investment to Accumulated other comprehensive (loss) income		(14	)	^(c)		-			(14	)		(157	)	^(c)		-		(157	)
Net decrease in Twenty-First Century Fox, Inc. investment		(2,285	)			-			(2,285	)		(2,119	)			-		(2,119	)
		-
Balance, end of period	$	8,600			$	11		$	8,611		$	8,600			$	11	$	8,611

	For the three months ended March 31, 2018								For the nine months ended March 31, 2018
	Fox Corporation stockholders			Noncontrolling interests^(a)		Total equity			Fox Corporation stockholders			Noncontrolling interests^(a)		Total equity
	(in millions)
Balance, beginning of period	$	7,953		$	-	$	7,953		$	6,093		$	-	$	6,093
Net income		457			-		457			1,716			-		1,716
Other comprehensive (loss) income		(95	)		-		(95	)		85			-		85
Other		(32	)		-		(32	)		(69	)		-		(69	)
Net increase in Twenty-First Century Fox, Inc. investment		700			-		700			1,158			-		1,158
		-
Balance, end of period	$	8,983		$	-	$	8,983		$	8,983		$	-	$	8,983

^(a)	Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4 – Fair Value under the heading “Redeemable Noncontrolling Interests”).

⁽^b⁾	Approximately $200 million was reclassified to equity from Redeemable noncontrolling interests (See Note 4 – Fair Value).

⁽^c⁾	See Note 10 – Pension and Other Postretirement Benefits.

Schedule of Activity within Other Comprehensive Income

The following table summarizes the material activity within Other comprehensive income (loss):

	For the three months ended March 31, 2018								For the nine months ended March 31, 2018
	Before tax			Tax benefit		Net of tax			Before tax		Tax provision			Net of tax
	(in millions)
(Losses) gains on securities
Unrealized (losses) gains	$	(122	)	$	29	$	(93	)	$	161	$	(77	)	$	84

Other comprehensive (loss) income	$	(122	)	$	29	$	(93	)	$	161	$	(77	)	$	84

Summary of Changes in the Components of Accumulated Other Comprehensive (Loss) Income, Net of Tax

The following table summarizes the changes in the components of Accumulated other comprehensive (loss) income, net of tax:

	For the three months ended March 31, 2019									For the nine months ended March 31, 2019
	Unrealized holding gains on securities		Benefit plan adjustments and other				Accumulated other comprehensive (loss) income			Unrealized holding gains on securities				Benefit plan adjustments and other				Accumulated other comprehensive (loss) income
	(in millions)
Balance, beginning of period	$	-	$	(202	)		$	(202	)	$	130			$	(49	)		$	81
Adoption of ASUs		-		-				-			(130	)	^(a)		(13	)	^(b)		(143	)
Other comprehensive income, net of tax		-		2				2			-				5				5
Transferred from Twenty-First Century Fox, Inc. investment		-		(14	)	^(c)		(14	)		-				(157	)	^(c)		(157	)

Balance, end of period	$	-	$	(214	)		$	(214	)	$	-			$	(214	)		$	(214	)

^(a)	Reflects the adoption of ASU 2016-01 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).

⁽^b⁾	Reflects the adoption of ASU 2018-02 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).

⁽^c⁾	See Note 10 – Pension and Other Postretirement Benefits.

Equity-Based Compensation (Tables)

9 Months Ended

Mar. 31, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Target Performance Stock Units and Restricted Stock Units Settled in Stock

The following table summarizes the activity related to target PSUs and RSUs granted to the Company’s employees to be settled in stock (PSUs and RSUs in thousands):

	For the nine months ended March 31, 2019
	Number of shares			Weighted average grant- date fair value⁽^a⁾
PSUs and RSUs
Unvested units at beginning of the year		10,896		$	29.77
Granted prior to the Distribution		1,565			46.11
Vested		(4,882	)		29.54
Cancelled		(3,121	)		29.73
Net units granted in conversion, as a result of the Separation⁽^b⁾		1,011		N/A
Subtotal of unvested units after the conversion		5,469			29.17
Granted after the Distribution		2,405			40.14

Unvested units at the end of the period⁽^c⁾		7,874		$	32.52

⁽^a⁾

⁽^b⁾

⁽^c⁾	The intrinsic value of these unvested RSUs was approximately $290 million as of March 31, 2019.

Assumptions Used for Estimated Fair Value of Stock Option Grants

	For the nine months ended March 31, 2019
Expected volatility		26.50	%
Risk-free interest rate		2.41	%
Expected dividend yield		1.12	%
Expected term of stock options	3.84 years

Summary of Equity-Based Compensation

The following table summarizes the Company’s equity-based compensation:

	For the three months ended March 31,				For the nine months ended March 31,
	2019		2018		2019		2018
	(in millions)
Equity-based compensation^(a)	$	38	$	41	$	71	$	69

Intrinsic value of all settled equity-based awards	$	130	$	-	$	240	$	31

^(a)	Prior to the Distribution, 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.

Related Party Transactions and Twenty-First Century Fox, Inc. Investment (Tables)

9 Months Ended

Mar. 31, 2019

Schedule of Net Revenue from Related Parties

The following table sets forth the net revenue from related parties included in the Unaudited Consolidated and Combined Statements of Operations:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Related party revenue	$	111		$	42		$	289		$	174
Related party expense		(33	)		(18	)		(67	)		(67	)

Related party revenue, net of expense	$	78		$	24		$	222		$	107

Schedule of Components of Net (Decrease) Increase in Twenty-First Century Fox, Inc. Investment

The following table summarizes the components of the net (decrease) increase in the Twenty-First Century Fox, Inc. investment for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,					For the nine months ended March 31,
	2019			2018		2019			2018
	(in millions)
Cash pooling, general financing activities and other^(a)	$	(1,523	)	$	607	$	(1,537	)	$	928
Corporate allocations		111			93		291			230
Net dividend paid to Twenty-First Century Fox, Inc.		(6,500	)		-		(6,500	)		-
Taxes payable^(b)		593			-		593			-
Deferred taxes on step-up^(c)		5,515			-		5,515			-
Other deferred taxes⁽^c⁾		(481	)		-		(481	)		-

Net (decrease) increase in Twenty-First Century Fox, Inc. investment	$	(2,285	)	$	700	$	(2,119	)	$	1,158

^(a)

^(b)

^(c)

Segment Information (Tables)

9 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Reconciliation from Income Before Income Tax (Expense) Benefit to Total Segment EBITDA

The following table reconciles Income before income tax (expense) benefit to Total Segment EBITDA for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Income before income tax (expense) benefit	$	706		$	654		$	1,568		$	1,577
Add
Amortization of cable distribution investments		10			11			29			43
Depreciation and amortization		58			43			152			126
Impairment and restructuring charges		14			14			14			11
Interest expense		81			7			112			20
Interest income		(19	)		-			(19	)		-
Other, net		(84	)		(23	)		116			75

Total Segment EBITDA	$	766		$	706		$	1,972		$	1,852

Reconciliation of Revenues and Segment EBITDA from Segments to Consolidated

The following tables set forth the Company’s Revenues and Segment EBITDA for the three and nine months ended March 31, 2019 and 2018:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Revenues
Cable Network Programming	$	1,383		$	1,325		$	4,082		$	3,778
Television		1,370			1,138			4,796			3,982
Other, Corporate and Eliminations		(1	)		-			(2	)		(1	)

Total revenues	$	2,752		$	2,463		$	8,876		$	7,759
Segment EBITDA
Cable Network Programming	$	741		$	692		$	1,893		$	1,730
Television		99			81			256			268
Other, Corporate and Eliminations		(74	)		(67	)		(177	)		(146	)

Total Segment EBITDA	$	766		$	706		$	1,972		$	1,852

Summary of Revenues by Segment by Component to Consolidated

Revenues by Segment by Component

	For the three months ended March 31,					For the nine months ended March 31,
	2019			2018		2019			2018
	(in millions)
Cable Network Programming
Affiliate fee	$	968		$	931	$	2,845		$	2,609
Advertising		276			266		893			825
Other		139			128		344			344

Total Cable Network Programming revenues		1,383			1,325		4,082			3,778
Television
Advertising		812			735		3,245			2,796
Affiliate fee		452			350		1,257			1,001
Other		106			53		294			185

Total Television revenues		1,370			1,138		4,796			3,982
Other, Corporate and Eliminations		(1	)		-		(2	)		(1	)

Total revenues	$	2,752		$	2,463	$	8,876		$	7,759

Reconciliation of Depreciation and Amortization from Segments to Consolidated

	For the three months ended March 31,				For the nine months ended March 31,
	2019		2018		2019		2018
	(in millions)
Depreciation and amortization
Cable Network Programming	$	12	$	10	$	35	$	28
Television		28		27		80		82
Other, Corporate and Eliminations		18		6		37		16

Total depreciation and amortization	$	58	$	43	$	152	$	126

Reconciliation of Assets from Segments to Consolidated

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Assets
Cable Network Programming	$	2,620	$	2,430
Television		6,506		6,805
Other, Corporate and Eliminations		8,038		3,611
Investments		493		275

Total assets	$	17,657	$	13,121

Additional Financial Information (Tables)

9 Months Ended

Mar. 31, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Components of Other, net

The following table sets forth the components of Other, net included in the Unaudited Consolidated and Combined Statements of Operations:

	For the three months ended March 31,						For the nine months ended March 31,
	2019			2018			2019			2018
	(in millions)
Acquisition related and other transaction costs^(a)	$	(106	)	$	(13	)	$	(184	)	$	(45	)
Unrealized gains on investments^(b)		204			-			132			-
U.K. Newspaper Matters Indemnity^(c)		(15	)		(22	)		(45	)		(19	)
Settlement loss related to pension plans^(d)		-			(1	)		-			(51	)
Shareholder litigation settlement^(e)		-			68			-			68
Other		1			(9	)		(19	)		(28	)

Total other, net	$	84		$	23		$	(116	)	$	(75	)

^(a)	The acquisition related and other transaction costs for the three and nine months ended March 31, 2019 and 2018 are related to the Separation and the Distribution which includes retention related costs.

^(b)

⁽^c⁾	See Note 9 – Commitments and Contingencies.

⁽^d⁾	The settlement loss was primarily related to the Shared Plans (See Note 12 – Pension and Other Postretirement Benefits in the Form 10).

⁽^e⁾	See Note 11 – Commitments and Contingencies under the heading “Shareholder Litigation” in the Form 10.

Changes in Net Deferred Tax (Liabilities) Assets

The following table illustrates the overall changes in the Company’s net deferred tax (liabilities) assets for the nine months ended March 31, 2019.

	Net deferred tax (liabilities) assets
	(in millions)
Balance, June 30, 2018	$	(1,071	)
Tax basis step-up^(a)		5,515
Other^(b)		(759	)
Balance, March 31, 2019	$	3,685

^(a)

^(b)

Components of Other Non-current Assets

Other Non-Current Assets

The following table sets forth the components of Other non-current assets included in the Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Investments^(a)	$	493	$	275
Inventories, net		221		121
Other^(b)		462		363

Total other non-current assets	$	1,176	$	759

^(a)	Includes an investment with a readily determinable fair value of $389 million and $257 million as of March 31, 2019 and June 30, 2018, respectively (See Note 4 – Fair Value). See Note 2 - Acquisitions, Disposals and Other Transactions for information on recent investments.

^(b)	Other includes $243 million and $265 million as of March 31, 2019 and June 30, 2018, respectively, related to the Trust (as defined in Note 12 – Pension and Other Postretirement Benefits in the Form 10).

Components of 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 Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Accrued expenses	$	598	$	530
Program rights payable		404		380
Deferred revenue		103		147
Income taxes payable^(a)		-		553
Other current liabilities		192		149

Total accounts payable, accrued expenses and other current liabilities	$	1,297	$	1,759

^(a)

Components of Other Liabilities

The following table sets forth the components of Other liabilities included in the Consolidated and Combined Balance Sheets:

	As of March 31, 2019		As of June 30, 2018
	(in millions)
Accrued noncurrent pension/postretirement liabilities^(a)	$	479	$	244
Other noncurrent liabilities		384		178

Total other liabilities	$	863	$	422

^(a)	The increase in accrued noncurrent pension/postretirement liabilities was related to the pension and other postretirement benefit assets and liabilities of the Shared Plans allocable to the Company’s employees transferred to the Company (See Note 10 – Pension and Other Postretirement Benefits).

Description of Business and Basis of Presentation (Narrative) (Details) - USD ($)			9 Months Ended
	Mar. 20, 2019	Mar. 19, 2019	Mar. 31, 2019
Disclosure Basis Of Presentation Details [Line Items]
Estimated annual tax deductions resulting from the Separation and the Distribution, amount		$ 1,500,000,000
Estimated annual tax deductions resulting from the Separation and the Distribution, period			15 years
Estimated reduction to the annual cash tax liability resulting from the Separation and the Distribution, amount		$ 360,000,000
Federal and state applicable tax rate		24.00%
Shares distributed to stockholders of the Parent		621,000,000
Tax Cuts and Jobs Act, maximum measurement period to finalize recording of related tax impacts from enactment date			1 year
Fiscal 2019
Disclosure Basis Of Presentation Details [Line Items]
U.S. statutory federal rate			21.00%
Separation And Distribution Agreement
Disclosure Basis Of Presentation Details [Line Items]
Prepayment of the Company's share of the estimated taxes resulting from the anticipated divestitures by Disney of certain assets		$ 700,000,000
Dividend paid immediately prior to the Distribution		8,500,000,000
Amount of taxes in respect of the Separation and the Distribution and a prepayment of the estimated taxes in respect of divestitures (collectively, the Transaction Tax)		$ 6,500,000,000
Amount of cash payment received, which had the net effect of reducing the Dividend	$ 2,000,000,000
Class A Common Stock
Disclosure Basis Of Presentation Details [Line Items]
Common stock, shares outstanding		354,328,270	354,328,270
Common stock, par value		$ 0.01	$ 0.01
Class B Common Stock
Disclosure Basis Of Presentation Details [Line Items]
Common stock, shares outstanding		266,173,651	266,173,651
Common stock, par value		$ 0.01	$ 0.01

Acquisitions, Disposals and Other Transactions (Fiscal 2019) (Narrative) (Details) - USD ($) $ in Millions		3 Months Ended
	May 10, 2019	Sep. 30, 2018
Caffeine and Caffeine Studios
Investment Holdings [Line Items]
Payments to acquire investments		$ 100
Subsequent Event \| The Stars Group
Investment Holdings [Line Items]
Payments to acquire investments	$ 236
Percentage of ownership of equity interest	4.99%

Acquisitions, Disposals and Other Transactions (Fiscal 2018) (Narrative) (Details) $ in Millions	1 Months Ended		9 Months Ended		12 Months Ended	21 Months Ended
	Jul. 31, 2017 USD ($)	Mar. 31, 2017 TelevisionStation	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2019 USD ($)
Disposals
Proceeds received from the FCC's completed reverse auction for broadcast spectrum			$ 0	$ 354
Television Broadcast Station Spectrum
Disposals
Proceeds received from the FCC's completed reverse auction for broadcast spectrum	$ 354
Number of television stations with bids to relinquish spectrum accepted by the FCC as part of the auction \| TelevisionStation		3
Pre-tax gain on disposals					$ 102	$ 114

Inventories, Net (Schedule of Inventories, Net) (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jun. 30, 2018
Inventory Disclosure [Abstract]
Sports programming rights	$ 928	$ 983
Entertainment programming rights	367	318
Total inventories, net	1,295	1,301
Less: current portion of inventories, net	(1,074)	(1,180)
Total non-current inventories, net	$ 221	$ 121

Inventories, Net (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2019	Mar. 31, 2019
Television Segment \| Operating Expenses \| Entertainment Programming Rights
Inventory [Line Items]
Inventory Write-down	$ 55	$ 55

Fair Value (Schedule of Financial Assets and Liabilities Carried at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Millions

Mar. 31, 2019

Jun. 30, 2018

Assets

$ 389

$ 257

Fair value measurements recurring

(136)

(275)

Assets

^[1]

389

257

Fair value measurements recurring | Level 1

^[2]

(136)

(275)

Total

253

(18)

Assets

^[1]

389

257

Fair value measurements recurring | Level 3

^[2]

Total

389

257

Assets

^[1]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

^[2]

(136)

(275)

Total

$ (136)

$ (275)

[1]

Represents an investment in equity securities of Roku, Inc. (“Roku”) with a readily determinable fair value.

[2]

Fair Value (Liabilities Measured on Recurring Basis) (Details) - Redeemable Noncontrolling Interests - Level 3 - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Beginning of period

$ (106)

$ (195)

$ (275)

$ (154)

Increase (Decrease) in Stockholders' Equity

(6)

(9)

(27)

(32)

Distributions

Accretion and other

(30)

(32)

141

^[1]

(69)

End of period

$ (136)

$ (226)

$ (136)

$ (226)

[1]	As a result of the expiration of a portion of the minority shareholder’s put right, approximately $200 million was reclassified into equity.

Fair Value (Liabilities Measured on Recurring Basis) (Parenthetical) (Details) $ in Millions	9 Months Ended
	Mar. 31, 2019 USD ($)
Redeemable Noncontrolling Interests
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amounts reclassified into equity as a result of the expiration of a put arrangement	$ 200

Fair Value (Borrowings) (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Fair value	$ 7,320	$ 0
Carrying value	$ 6,750	$ 0

Fair Value (Narrative) (Details) - Receivables - Credit Concentration Risk - Customer	9 Months Ended	12 Months Ended
	Mar. 31, 2019	Jun. 30, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Concentration risk percentage	13.00%	21.00%
Number of major customers	1	2

Borrowings (Narrative) (Details)			1 Months Ended	9 Months Ended
Borrowings (Narrative) (Details)	Mar. 15, 2019 USD ($) OneYearPeriod	Jan. 25, 2019 USD ($)	Jan. 31, 2019 USD ($)	Mar. 31, 2019 USD ($)
Bridge Credit Agreement
Debt Instrument [Line Items]
Limit on revolving credit facility	$ 1,700,000,000
Revolving Credit Agreement
Debt Instrument [Line Items]
Credit facility, agreement date				Mar. 15, 2019
Limit on revolving credit facility	1,000,000,000
Sub-limit for maximum amount of letters of credit issuable under revolving credit facility	150,000,000
Credit facility maturity date				Mar. 31, 2024
Line of credit facility, maximum borrowing capacity	$ 1,500,000,000
Maturity extension number of one year periods \| OneYearPeriod	2
Description of debt instrument variable rate basis				Given the current credit ratings, the interest rate on borrowings under the Revolving Credit Agreement would be London Interbank Offered Rate (“LIBOR”) plus 1.1% and the facility fee is 0.15%.
Line of credit facility, commitment fee percentage				0.15%
Borrowings outstanding				$ 0
Revolving Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Debt instrument variable interest rate				1.10%
Bridge Commitment Letter
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 1,700,000,000
Senior notes
Debt Instrument [Line Items]
Senior notes, issuance date				Jan. 25, 2019
Net proceeds from issuance of senior notes			$ 6,800,000,000
Early redemption in certain circumstances where a change in control is deemed to have occurred, percent of principal		101.00%

Borrowings (Schedule of Senior notes) (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Debt Instrument [Line Items]
Total borrowings	$ 6,750,000,000	$ 0
Senior notes
Debt Instrument [Line Items]
Senior notes	6,800,000,000
Less: unamortized debt issuance costs	(50,000,000)
Total borrowings	6,750,000,000
Senior notes \| 3.666% senior notes due 2022
Debt Instrument [Line Items]
Senior notes	750,000,000
Senior notes \| 4.030% senior notes due 2024
Debt Instrument [Line Items]
Senior notes	1,250,000,000
Senior notes \| 4.709% senior notes due 2029
Debt Instrument [Line Items]
Senior notes	2,000,000,000
Senior notes \| 5.476% senior notes due 2039
Debt Instrument [Line Items]
Senior notes	1,250,000,000
Senior notes \| 5.576% senior notes due 2049
Debt Instrument [Line Items]
Senior notes	$ 1,550,000,000

Borrowings (Schedule of Senior notes) (Parenthetical) (Details) - Senior notes	9 Months Ended
	Mar. 31, 2019
3.666% senior notes due 2022
Debt Instrument [Line Items]
Stated interest rate of debt instrument	3.666%
Senior notes, maturity year	2022
4.030% senior notes due 2024
Debt Instrument [Line Items]
Stated interest rate of debt instrument	4.03%
Senior notes, maturity year	2024
4.709% senior notes due 2029
Debt Instrument [Line Items]
Stated interest rate of debt instrument	4.709%
Senior notes, maturity year	2029
5.476% senior notes due 2039
Debt Instrument [Line Items]
Stated interest rate of debt instrument	5.476%
Senior notes, maturity year	2039
5.576% senior notes due 2049
Debt Instrument [Line Items]
Stated interest rate of debt instrument	5.576%
Senior notes, maturity year	2049

Stockholders Equity (Narrative) (Details) - $ / shares	1 Months Ended	9 Months Ended
Stockholders Equity (Narrative) (Details) - $ / shares	May 10, 2019	Mar. 31, 2019
Subsequent Event \| Semi Annual Dividend
Stockholders Equity [Line Items]
Dividend declared per share	$ 0.23
Dividend declared payable date	Jun. 03, 2019
Dividend declared record date	May 20, 2019
Temporary Stockholder Rights Plan
Stockholders Equity [Line Items]
Beneficial Ownership percentage of rights exercisable		15.00%
Rights exercise price		$ 160
Series Common Stock
Stockholders Equity [Line Items]
Series common stock, shares authorized		35,000,000
Series common stock, par value		$ 0.01
Preferred stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized		35,000,000
Preferred stock, par value		$ 0.01

Stockholders' Equity (Schedule of Changes in Stockholders' Equity) (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

$ 10,406

$ 7,953

$ 9,594

$ 6,093

Other comprehensive income (loss)

533

457

1,151

1,716

(95)

Transferred from Twenty-First Century Fox, Inc. investment to Accumulated other comprehensive (loss) income

(31)

(32)

137

(69)

(14)

(157)

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

(2,285)

700

(2,119)

1,158

Fox Corporation Stockholders

8,611

8,983

8,611

8,983

Increase (Decrease) in Stockholders' Equity

10,394

7,953

9,594

6,093

Other comprehensive income (loss)

529

457

1,141

1,716

(95)

Transferred from Twenty-First Century Fox, Inc. investment to Accumulated other comprehensive (loss) income

(26)

(32)

136

^[1]

(69)

^[2]

(14)

(157)

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

(2,285)

700

(2,119)

1,158

Increase (Decrease) in Stockholders' Equity

8,600

8,983

8,600

8,983

Noncontrolling interests

^[3]

Other comprehensive income (loss)

^[3]

^[3]

Transferred from Twenty-First Century Fox, Inc. investment to Accumulated other comprehensive (loss) income

^[3]

(5)

^[3]

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

^[3]

Accumulated Other Comprehensive Income Loss [Line Items]

^[3]

$ 11

$ 0

$ 11

$ 0

[1]	Approximately $200 million was reclassified to equity from Redeemable noncontrolling interests (See Note 4 – Fair Value).
[2]	See Note 10 – Pension and Other Postretirement Benefits.
[3]	Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4 – Fair Value under the heading “Redeemable Noncontrolling Interests”).

Stockholders' Equity (Schedule of Changes in Stockholders' Equity) (Parenthetical) (Details) $ in Millions	9 Months Ended
	Mar. 31, 2019 USD ($)
Redeemable Noncontrolling Interests
Accumulated Other Comprehensive Income Loss [Line Items]
Amounts reclassified into equity as a result of the expiration of a put arrangement	$ 200

Stockholders' Equity (Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive income (loss), net of tax	$ 2	$ (95)	$ 5	$ 85
(Losses) gains on securities
Accumulated Other Comprehensive Income Loss [Line Items]
Unrealized (losses) gains, before tax		(122)		161
Other comprehensive (loss) income, before tax		(122)		161
Unrealized (losses) gains, tax benefit (provision)		29		(77)
Other comprehensive (loss) income, tax benefit (provision)		29		(77)
Unrealized (losses) gains, net of tax		(93)		84
Other comprehensive income (loss), net of tax		$ (93)		$ 84

Stockholders' Equity (Summary of Changes in Components of Accumulated Other Comprehensive (Loss) Income, Net of Tax ) (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

$ 10,406

$ 7,953

$ 9,594

$ 6,093

Transferred from Twenty-First Century Fox, Inc. investment

(95)

(14)

(157)

Unrealized holding gains on securities

8,611

$ 8,983

8,611

$ 8,983

Accumulated Other Comprehensive Income Loss [Line Items]

130

Adoption of ASUs

(130)

^[1]

Transferred from Twenty-First Century Fox, Inc. investment

Benefit plan adjustments and other

Accumulated Other Comprehensive Income Loss [Line Items]

(202)

(49)

Adoption of ASUs

(13)

^[2]

Transferred from Twenty-First Century Fox, Inc. investment

^[3]

(14)

(157)

Accumulated other comprehensive (loss) income

(214)

Accumulated Other Comprehensive Income Loss [Line Items]

(202)

Adoption of ASUs

(143)

Transferred from Twenty-First Century Fox, Inc. investment

(14)

(157)

Unvested units at beginning of the year

$ (214)

[1]	Reflects the adoption of ASU 2016-01 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).
[2]	Reflects the adoption of ASU 2018-02 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform” for additional information).
[3]	See Note 10 – Pension and Other Postretirement Benefits.

Equity-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Mar. 31, 2019 USD ($) Tranche $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares of common stock that may be issued under the SAP	65,000,000
Number of shares available for issuance under the SAP	59,500,000
Number of shares of common stock that may be issued in award conversion that do no count against the maximum number of shares that may be issued under the SAP	5,500,000
Total estimated compensation cost, not yet recognized, related to non-vested equity awards \| $	$ 210
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average future period unrecognized compensation cost related to equity based awards is expected to be recognized	2 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average future period unrecognized compensation cost related to equity based awards is expected to be recognized	3 years
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units granted	2,400,000
Number of tranches \| Tranche	2
Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted	3,100,000
Stock options exercise price \| $ / shares	$ 40.26
Stock options grant-date fair value \| $ / shares	$ 8.67
Stock options expiration period	7 years
Tranche One \| Retention RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards vested, percentage	50.00%
Tranche One \| Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards vested, percentage	50.00%
Equity awards vesting date	Jun. 15, 2020
Tranche One \| Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards vested, percentage	50.00%
Equity awards vesting date	Jun. 15, 2020
Tranche Two \| Retention RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards converted, percentage	50.00%
Tranche Two \| Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards vesting date	Jun. 15, 2021
Tranche Two \| Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards vested, percentage	50.00%
Equity awards vesting date	Jun. 15, 2021

Equity-Based Compensation (Summary of Target Performance Stock Units and Restricted Stock Units Settled in Stock) (Details) - PSUs and RSUs
shares in Thousands

9 Months Ended

Mar. 31, 2019

$ / shares

PSUs and RSUs, Number of shares

10,896

Granted

1,565

Vested

(4,882)

Cancelled

(3,121)

Net units granted in conversion, as a result of the Separation

1,011

^[1]

Subtotal of unvested units after the conversion

5,469

Unvested units at the end of the period

7,874

^[2]

PSUs and RSUs Weighted average grant-date fair value

Unvested units at beginning of the year | $ / shares

$ 29.77

^[3]

Granted | $ / shares

46.11

^[3]

Vested | $ / shares

29.54

^[3]

Cancelled | $ / shares

29.73

^[3]

Subtotal of unvested units after the conversion | $ / shares

29.17

^[3]

Unvested units at the end of the period | $ / shares

$ 32.52

^[2],[3]

Class A Common Stock

PSUs and RSUs, Number of shares

Granted

2,405

PSUs and RSUs Weighted average grant-date fair value

Granted | $ / shares

$ 40.14

^[3]

[1]	As disclosed above, 21CF RSUs and PSUs scheduled to vest after 2019 were converted into new equity awards of the Company, using a formula designed to preserve the value of the awards immediately prior to the Distribution. In addition, the 50% of the 21CF retention RSUs that were not accelerated and paid out in shares of 21CF class A common stock were converted into new 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.
[2]	The intrinsic value of these unvested RSUs was approximately $290 million as of March 31, 2019.
[3]	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 represents the fair value of awards using the applicable conversion ratio.

Equity-Based Compensation (Summary of Target Performance Stock Units and Restricted Stock Units Settled in Stock) (Parenthetical) (Details) $ in Millions	9 Months Ended
	Mar. 31, 2019 USD ($)
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Intrinsic value of unvested stock units	$ 290
Retention RSUs \| Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards converted, percentage	50.00%

Equity-Based Compensation (Assumptions Used for Estimated Fair Value of Stock Option Grants) (Details)	9 Months Ended
	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected volatility	26.50%
Risk-free interest rate	2.41%
Expected dividend yield	1.12%
Expected term of stock options	3 years 10 months 2 days

Equity-Based Compensation (Summary of Equity-Based Compensation) (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-based compensation

^[1]

$ 38

$ 41

$ 71

$ 69

Intrinsic value of all settled equity-based awards

$ 130

$ 0

$ 240

$ 31

[1]	Prior to the Distribution, 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.

Related Party Transactions and Twenty-First Century Fox, Inc. Investment (Net Revenue from Related Parties) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Related Party Transactions [Abstract]
Related party revenue	$ 111	$ 42	$ 289	$ 174
Related party expense	(33)	(18)	(67)	(67)
Related party revenue, net of expense	$ 78	$ 24	$ 222	$ 107

Related Party Transactions and Twenty-First Century Fox, Inc. Investment (Components of Net (Decrease) Increase in Twenty-First Century Fox, Inc. Investment) (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Cash pooling, general financing activities and other

^[1]

$ (1,523)

$ 607

$ (1,537)

$ 928

Corporate allocations

111

291

230

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

(6,500)

Taxes payable

^[2]

593

Deferred taxes on step-up

^[3]

5,515

Other deferred taxes

^[3]

(481)

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

$ (2,285)

$ 700

$ (2,119)

$ 1,158

[1]	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. As part of this activity and prior to December 31, 2017, the majority of the cash balances were swept to 21CF on a daily basis and the Company received capital from 21CF for the Company’s cash needs. Effective January 1, 2018, the Company ceased participating in 21CF’s capital and cash management accounts.
[2]	For purposes of the Company’s financial statements for the periods prior to the Distribution, the income tax (expense) benefit in the Unaudited Consolidated and Combined 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.
[3]	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.

Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions		1 Months Ended
	Feb. 20, 2019	Jan. 31, 2019	Mar. 31, 2019	Jun. 30, 2018
Loss Contingencies [Line Items]
Total firm commitments and future debt payments			$ 41,000	$ 32,000
Profits Participants Litigation
Loss Contingencies [Line Items]
Arbitrator award to the plaintiffs	$ 129
U.K. Newspaper Matters Indemnity
Loss Contingencies [Line Items]
Liability related to indemnity			$ 50	$ 50
Senior notes
Loss Contingencies [Line Items]
Net proceeds from issuance of senior notes		$ 6,800

Pension and Other Postretirement Benefits (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Jan. 31, 2019	Dec. 31, 2018
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost	$ 13	$ 15	$ 40	$ 89
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Pension benefit assets						$ 630
Projected benefit obligations						765
Pension benefit, accumulated other comprehensive loss						188
Pension benefit, accumulated other comprehensive loss, net of tax						$ 143
Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligations					$ 98
Pension benefit, accumulated other comprehensive loss					18
Pension benefit, accumulated other comprehensive loss, net of tax					$ 14

Segment Information (Narrative) (Details) - Television Segment - US	9 Months Ended
	Mar. 31, 2019 Fullpowertvstation Duopoly
Segment Reporting Information [Line Items]
Full power broadcast television stations	28
Duopolies \| Duopoly	11
FOX Network
Segment Reporting Information [Line Items]
Full power broadcast television stations	17
MyNetworkTV
Segment Reporting Information [Line Items]
Full power broadcast television stations	9
CW Television Network and MyNetworkTV
Segment Reporting Information [Line Items]
Full power broadcast television stations	1
Independent Station
Segment Reporting Information [Line Items]
Full power broadcast television stations	1

Segment Information (Reconciliation from Income Before Income Tax (Expense) Benefit to Total Segment EBITDA) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information Profit Loss [Abstract]
Income before income tax (expense) benefit	$ 706	$ 654	$ 1,568	$ 1,577
Amortization of cable distribution investments	10	11	29	43
Depreciation and amortization	58	43	152	126
Impairment and restructuring charges	14	14	14	11
Interest expense	81	7	112	20
Interest income	(19)	0	(19)	0
Other, net	(84)	(23)	116	75
Total Segment EBITDA	$ 766	$ 706	$ 1,972	$ 1,852

Segment Information (Reconciliation of Revenues and Segment EBITDA from Segments to Consolidated) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Revenues	$ 2,752	$ 2,463	$ 8,876	$ 7,759
Total Segment EBITDA	766	706	1,972	1,852
Operating Segments \| Cable Network Programming Segment
Segment Reporting Information [Line Items]
Revenues	1,383	1,325	4,082	3,778
Total Segment EBITDA	741	692	1,893	1,730
Operating Segments \| Television Segment
Segment Reporting Information [Line Items]
Revenues	1,370	1,138	4,796	3,982
Total Segment EBITDA	99	81	256	268
Other, Corporate and Eliminations Segment
Segment Reporting Information [Line Items]
Revenues	(1)	0	(2)	(1)
Total Segment EBITDA	$ (74)	$ (67)	$ (177)	$ (146)

Segment Information (Summary of Revenues by Segment by Component to Consolidated) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Disaggregation Of Revenue [Line Items]
Revenues	$ 2,752	$ 2,463	$ 8,876	$ 7,759
Operating Segments \| Cable Network Programming Segment
Disaggregation Of Revenue [Line Items]
Revenues	1,383	1,325	4,082	3,778
Operating Segments \| Cable Network Programming Segment \| Affiliate Fee
Disaggregation Of Revenue [Line Items]
Revenues	968	931	2,845	2,609
Operating Segments \| Cable Network Programming Segment \| Advertising
Disaggregation Of Revenue [Line Items]
Revenues	276	266	893	825
Operating Segments \| Cable Network Programming Segment \| Other
Disaggregation Of Revenue [Line Items]
Revenues	139	128	344	344
Operating Segments \| Television Segment
Disaggregation Of Revenue [Line Items]
Revenues	1,370	1,138	4,796	3,982
Operating Segments \| Television Segment \| Affiliate Fee
Disaggregation Of Revenue [Line Items]
Revenues	452	350	1,257	1,001
Operating Segments \| Television Segment \| Advertising
Disaggregation Of Revenue [Line Items]
Revenues	812	735	3,245	2,796
Operating Segments \| Television Segment \| Other
Disaggregation Of Revenue [Line Items]
Revenues	106	53	294	185
Other, Corporate and Eliminations Segment
Disaggregation Of Revenue [Line Items]
Revenues	$ (1)	$ 0	$ (2)	$ (1)

Segment Information (Narrative) (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 $ in Billions	9 Months Ended
	Mar. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation	revenues are expected to be recognized primarily over the next one to three years
Revenue, Remaining Performance Obligation, Amount	$ 2.1
Minimum
Segment Reporting Information [Line Items]
Future Performance Obligation, Expected Timing of Statisfaction, Period	1 year
Maximum
Segment Reporting Information [Line Items]
Future Performance Obligation, Expected Timing of Statisfaction, Period	3 years

Segment Information (Reconciliation of Depreciation and Amortization from Segments to Consolidated) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 58	$ 43	$ 152	$ 126
Operating Segments \| Cable Network Programming Segment
Segment Reporting Information [Line Items]
Depreciation and amortization	12	10	35	28
Operating Segments \| Television Segment
Segment Reporting Information [Line Items]
Depreciation and amortization	28	27	80	82
Other, Corporate and Eliminations Segment
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 18	$ 6	$ 37	$ 16

Segment Information (Reconciliation of Assets from Segments to Consolidated) (Details) - USD ($)
$ in Millions

Mar. 31, 2019

Jun. 30, 2018

$ 17,657

$ 13,121

Operating Segments | Cable Network Programming Segment

^[1]

493

275

Operating Segments | Television Segment

2,620

2,430

Other, Corporate and Eliminations Segment

6,506

6,805

Organization Consolidation And Presentation Of Financial Statements [Abstract]

$ 8,038

$ 3,611

[1]	Includes an investment with a readily determinable fair value of $389 million and $257 million as of March 31, 2019 and June 30, 2018, respectively (See Note 4 – Fair Value). See Note 2 - Acquisitions, Disposals and Other Transactions for information on recent investments.

Additional Financial Information (Other, Net) (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

^[1]

$ (106)

$ (13)

$ (184)

$ (45)

Unrealized gains on investments

^[2]

204

132

U.K. Newspaper Matters Indemnity

^[3]

(15)

(22)

(45)

(19)

Settlement loss related to pension plans

^[4]

(1)

(51)

Shareholder litigation settlement

^[5]

Organization Consolidation And Presentation Of Financial Statements [Abstract]

(9)

(19)

(28)

Total other, net

$ 84

$ 23

$ (116)

$ (75)

[1]	The acquisition related and other transaction costs for the three and nine months ended March 31, 2019 and 2018 are related to the Separation and the Distribution which includes retention related costs.
[2]	Represents the unrealized gains related to changes in fair value of the Company’s investment in Roku which are recognized in net income in accordance with ASU 2016-01 (See Note 1 – Description of Business and Basis of Presentation under the heading “Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform”).
[3]	See Note 9 – Commitments and Contingencies.
[4]	The settlement loss was primarily related to the Shared Plans (See Note 12 – Pension and Other Postretirement Benefits in the Form 10).
[5]	See Note 11 – Commitments and Contingencies under the heading “Shareholder Litigation” in the Form 10

Additional Financial Information (Changes in Net Deferred Tax (Liabilities) Assets) (Details)
$ in Millions

9 Months Ended

Mar. 31, 2019

USD ($)

Balance, June 30, 2018

$ (1,071)

Tax basis step-up

5,515

^[1]

Organization Consolidation And Presentation Of Financial Statements [Abstract]

(759)

^[2]

Balance, March 31, 2019

$ 3,685

[1]	As a result of the Separation and the Distribution, FOX obtained a tax basis in its assets equal to their respective fair market values. This amount represents 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”)
[2]	Includes other deferred tax adjustments recorded as of the date of the Distribution (See Note 8 – Related Party Transactions and Twenty-First Century Fox, Inc. Investment under the heading “Corporate Allocations and Twenty-First Century Fox, Inc. Investment”) and current year activity for the nine months ended March 31, 2019.

Additional Financial Information (Components of Other Non-current Assets) (Details) - USD ($)
$ in Millions

Mar. 31, 2019

Jun. 30, 2018

^[1]

$ 493

$ 275

Inventories, net

221

121