fox-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024


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

For the transition period from _________ to _________

Commission File Number 001-38776

FOX CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						83-1825597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York,

New York

10036

(Address of principal executive offices and Zip Code)

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

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


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	FOXA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	FOX	The Nasdaq Global Select Market

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

As of May 6, 2024, 231,150,132 shares of Class A Common Stock, par value $0.01 per share, and 235,581,025 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

FOX CORPORATION

FORM 10-Q

TABLE OF CONTENTS


			Page
Part I. Financial Information
	Item 1.	Financial Statements
		Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 202 4 and 20 23	1
		Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023	2
		Consolidated Balance Sheets as of March 31, 202 4 (unaudited) and June 30, 2023 (audited)	3
		Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 202 4 and 20 23	4
		Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 202 4 and 202 3	5
		Notes to the Unaudited Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	30
Part II. Other Information
	Item 1.	Legal Proceedings	31
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	32
	Signature		33

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


	For the three months ended March 31,				For the nine months ended March 31,
	2024		2023		2024		2023
Revenues	$	3,447	$	4,084	$	10,888	$	11,881
Operating expenses	(2,050)		(2,727)		(7,305)		(7,911)
Selling, general and administrative	(510)		(528)		(1,485)		(1,526)
Depreciation and amortization	(98)		(106)		(291)		(308)
Restructuring, impairment and other corporate matters	(15)		(893)		(24)		(1,015)
Interest expense, net	(55)		(55)		(169)		(183)
Non-operating other, net	242		174		39		293
Income (loss) before income tax (expense) benefit	961		(51)		1,653		1,231
Income tax (expense) benefit	(257)		1		(419)		(347)
Net income (loss)	704		(50)		1,234		884
Less: Net income attributable to noncontrolling interests	(38)		(4)		(52)		(20)
Net income (loss) attributable to Fox Corporation stockholders	$	666	$	(54)	$	1,182	$	864

EARNINGS (LOSS) PER SHARE DATA

Weighted average shares:
Basic	474		521		482		537
Diluted	475		521		484		539

Net income (loss) attributable to Fox Corporation stockholders per share:
Basic	$	1.41	$	(0.10)	$	2.45	$	1.61
Diluted	$	1.40	$	(0.10)	$	2.44	$	1.60

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

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)


	For the three months ended March 31,				For the nine months ended March 31,
	2024		2023		2024		2023
Net income (loss)	$	704	$	(50)	$	1,234	$	884
Other comprehensive income, net of tax:
Benefit plan adjustments and other	1		6		4		13
Other comprehensive income, net of tax	1		6		4		13
Comprehensive income (loss)	705		(44)		1,238		897
Less: Net income attributable to noncontrolling interests(a)	(38)		(4)		(52)		(20)
Comprehensive income (loss) attributable to Fox Corporation stockholders	$	667	$	(48)	$	1,186	$	877


(a)			Net income attributable to noncontrolling interests includes $(1) million and $(4) million for the three months ended March 31, 2024 and 2023, respectively, and $(5) million and $(14) million for the nine months ended March 31, 2024 and 2023, respectively, relating to redeemable noncontrolling interests.

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

FOX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	As of March 31, 2024		As of June 30, 2023
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	3,791	$	4,272
Receivables, net	2,481		2,177
Inventories, net	660		543
Other	246		265
Total current assets	7,178		7,257
Non-current assets
Property, plant and equipment, net	1,672		1,708
Intangible assets, net	3,048		3,084
Goodwill	3,544		3,559
Deferred tax assets	2,941		3,090
Other non-current assets	3,334		3,168
Total assets	$	21,717	$	21,866
LIABILITIES AND EQUITY
Current liabilities
Borrowings	$	—	$	1,249
Accounts payable, accrued expenses and other current liabilities	2,217		2,514
Total current liabilities	2,217		3,763
Non-current liabilities
Borrowings	7,196		5,961
Other liabilities	1,379		1,484
Redeemable noncontrolling interests	260		213
Commitments and contingencies
Equity
Class A Common Stock(a)	3		3
Class B Common Stock(b)	2		2
Additional paid-in capital	7,768		8,253
Retained earnings	2,926		2,269
Accumulated other comprehensive loss

SEC Form 10-Q filed by Fox Corporation