FOXAFox Corporation (Class A)

We note your statement that "live, as opposed to delayed viewing, provides several strategic and financial advantages in the context of overall media industry trends." Please provide more detail regarding the strategic and financial advantages of live viewing and information regarding the media trends referenced.

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We note your statement that "live news and sports programming continue to increase their aggregate share of live same day linear television programming viewership." Please consider discussing the position of live news and sports programming in wider contexts such as same day linear television viewing overall and television programming at-large. The Transactions, page 40

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We note your statement here and throughout the filing that "if the final estimate of the transaction tax is lower than $8.5 billion, Disney will make a cash payment...up to a maximum cash payment of $2 billion." It appears that the cash payment will only be made if the transaction tax is less than $8.5 billion but other disclosures state that the indebtedness related to the transaction tax dividend "will be reduced"

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after the merger. Please clarify.

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We note your statement on page 74 that, "The FOX Network obtains programming from major television studios, including Twentieth Century Fox Television (which, after the closing of the transactions, will be owned by New Disney) and independent television production companies pursuant to license agreements.

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The terms of those agreements generally provide the FOX Network with the right to broadcast a television series for a minimum of four seasons." In this regard, please tell us if these agreements predate the separation and are reflected in the historical financial statements. If there are new or revised agreements effective after the separation, please disclose how the agreements will effect your future results of operations. Tell us if you considered disclosing the effect of the agreements in your pro forma combined financial information. Notes to the Unaudited FOX Pro Forma Financial Statements 1. Historical FOX and Pro Forma Adjustments, page 58

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Your pro forma adjustment (j) states that "Certain U.S. employees participate in defined benefit pension and postretirement plans sponsored by 21CF. Generally, the combination merger agreement and the separation principles provide that when FOX becomes a standalone, publicly traded company, FOX will assume those obligations related to employees of FOX and certain former employees related to FOX’s business and will

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directly provide the benefits to those Company employees and former employees. FOX currently estimates plan liabilities of.." Please tell us why you believe this adjustment is considered "factually supportable." We refer you to Rule 1102(b)(6) of Regulation S-X.

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We note your statement on page 88 that the increase in affiliate fee revenue was "primarily attributable to higher average rates per subscriber across all networks partially offset by the impact of lower average number of subscribers at certain networks." In this regard, please explain the underlying reason for the increase in rates and the decrease in subscribers.

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Also, disclose average rates per subscriber and the average number of subscribers by network. Disclose all your key performance indicators. Furthermore, disclose any known trends and uncertainties that have had or that you reasonably expects will have a material favorable or unfavorable impact on revenues or income from continuing operations. We refer to guidance in Item 303(a)(3) of Regulation S-K.

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You state that "The change in net cash provided by (used in) financing activities during fiscal 2018, as compared to fiscal 2017, was primarily due to net transfers from 21CF of $1,113 million in fiscal 2018 as compared to net transfers to 21CF of $1,395 million in fiscal 2017." Please disclose underlying reason for the transfers in 2018, 2017, and 2016.

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We note your disclosures regarding the voting rights of Class A shareholders. Please clarify whether these shareholders will have the right to vote upon matters at shareholder meetings such as, for example, the election of directors to the board. Please also update your risk factor on pages 36-37.

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We note your disclosure that advertising revenue is recognized net of agency commissions. Please revise to clarify, if true, that agents are your customers and the amount recognized as revenue is your transaction price. Reference ASC 606-10-50-17.

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Please identify the specific products and/or services transferred to your customers within your affiliate agreements. Tell us which products and/or services you have combined with others for the purposes of determining your performance obligations and which you have treated as a separate performance obligation. Specifically address if these arrangements contain a video-on-demand library.

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Tell us, and revise to clarify, whether you believe these arrangements contain a functional license of intellectual property and if this is the predominant item to which royalties relate. Please also describe the judgements used in determining both the timing of satisfaction and amounts allocated to each performance obligation. Refer to ASC 606-10-50-12 and 606-10-50-17.

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We note your statement that you recorded a provisional income tax benefit of $607 million to adjust "net deferred tax liability position in accordance with the Tax Act... Among the Company’s more significant net deferred tax liabilities are basis differences and amortization, and sports rights contracts." Please disclose in more detail how you determined the provisional income tax benefit of $607 million.

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Specifically, clearly explain how the Tax Act affected the basis difference and amortization, and sports rights contracts.

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We note you show related party revenue, net of expenses. To help investors understand the extent of your relationship with your related parties, please revise your disclosure to show related party revenue separate from related party expenses. We refer to guidance in ASC 850-10-50 and Item 5-03(b)1 and 2 of Regulation S-X. In addition, tell us how you considered the guidance in ASC 850-10-50-6.

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We note your response to our prior comment six and your new disclosure on pages 68, 92, and 94. Based on your table on page 68, it appears that some of your networks had increases in subscribers while others had decreases in subscribers. Please explain the underlying reason for the change in subscribers numbers by network, providing investors with more insight into your business and result of operations.

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We note your current disclosure only cites industry impact.

to the Staff’s comments, the Company has revised the disclosure on pages 68, 92 and 94 of the Form 10 to explain the underlying reason for changes in subscribers by network.

Combined Financial Statements

Note 7. Read in the reply ↗

We note your response to our prior comment twelve and your new disclosure on page F- 25. Please add similar disclosure, showing related party revenue and expenses for the three months ended September 30, 2018.

to the Staff’s comments, the Company has revised the disclosure on page F-56 of the Form 10 to disclose the related party revenue and expenses for the three months ended September 30, 2018. Read in the reply ↗