fox-20231231

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 December 31, 2023


☐			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 February 5, 2024, 239,295,115 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 six months ended December 31, 2023 and 2022	1
		Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2023 and 2022	2
		Consolidated Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited)	3
		Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022	4
		Unaudited Consolidated Statements of Equity for the three and six months ended December 31, 2023 and 2022	5
		Notes to the Unaudited Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4.	Controls and Procedures	29
Part II. Other Information
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	31
	Signature		32

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
Revenues	$	4,234	$	4,605	$	7,441	$	7,797
Operating expenses	(3,393)		(3,528)		(5,255)		(5,184)
Selling, general and administrative	(495)		(550)		(975)		(998)
Depreciation and amortization	(97)		(103)		(193)		(202)
Interest expense, net	(72)		(60)		(114)		(128)
Other, net	(46)		73		(212)		(3)
Income before income tax expense	131		437		692		1,282
Income tax expense	(16)		(116)		(162)		(348)
Net income	115		321		530		934
Less: Net income attributable to noncontrolling interests	(6)		(8)		(14)		(16)
Net income attributable to Fox Corporation stockholders	$	109	$	313	$	516	$	918

EARNINGS PER SHARE DATA

Weighted average shares:
Basic	481		541		487		545
Diluted	482		543		488		547

Net income attributable to Fox Corporation stockholders per share - basic and diluted	$	0.23	$	0.58	$	1.06	$	1.68

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

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
Net income	$	115	$	321	$	530	$	934
Other comprehensive income, net of tax:
Benefit plan adjustments and other	5		9		3		7
Other comprehensive income, net of tax	5		9		3		7
Comprehensive income	120		330		533		941
Less: Net income attributable to noncontrolling interests(a)	(6)		(8)		(14)		(16)
Comprehensive income attributable to Fox Corporation stockholders	$	114	$	322	$	519	$	925


(a)			Net income attributable to noncontrolling interests includes $(4) million and $(5) million for the three months ended December 31, 2023 and 2022, respectively, and $(4) million and $(10) million for the six months ended December 31, 2023 and 2022, 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 December 31, 2023		As of June 30, 2023
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	4,122	$	4,272
Receivables, net	3,001		2,177
Inventories, net	1,038		543
Other	340		265
Total current assets	8,501		7,257
Non-current assets
Property, plant and equipment, net	1,676		1,708
Intangible assets, net	3,061		3,084
Goodwill	3,559		3,559
Deferred tax assets	3,065		3,090
Other non-current assets	2,984		3,168
Total assets	$	22,846	$	21,866
LIABILITIES AND EQUITY
Current liabilities
Borrowings	$	1,250	$	1,249
Accounts payable, accrued expenses and other current liabilities	2,457		2,514
Total current liabilities	3,707		3,763
Non-current liabilities
Borrowings	7,195		5,961
Other liabilities	1,376		1,484
Redeemable noncontrolling interests	243		213
Commitments and contingencies
Equity
Class A Common Stock(a)	3		3
Class B Common Stock(b)	2		2
Additional paid-in capital	7,879		8,253
Retained earnings	2,514		2,269
Accumulated other comprehensive loss	(146)		(149)
Total Fox Corporation stockholders’ equity	10,252		10,378
Noncontrolling interests	73		67
Total equity	10,325		10,445
Total liabilities and equity	$	22,846	$	21,866


(a)			Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 240,828,814 shares and 262,899,364 shares issued and outstanding at par as of December 31, 2023 and June 30, 2023, respectively.


(b)			Class B Common Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 235,581,025 shares and 235,581,025 shares issued and outstanding at par as of December 31, 2023 and June 30, 2023, respectively.

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

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)


	For the six months ended December 31,
	2023		2022
OPERATING ACTIVITIES
Net income	$	530	$	934
Adjustments to reconcile net income to cash used in operating activities
Depreciation and amortization	193		202
Amortization of cable distribution investments	8		8
Equity-based compensation	48		32
Other, net	212		3
Deferred income taxes	29		152
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets	(853)		(952)
Inventories net of programming payable	(405)		(420)
Accounts payable and accrued expenses	(180)		(152)
Other changes, net	(117)		(68)
Net cash used in operating activities	(535)		(261)
INVESTING ACTIVITIES
Property, plant and equipment	(150)		(153)
Purchase of investments	(6)		(50)
Other investing activities, net	13		(18)
Net cash used in investing activities	(143)		(221)
FINANCING ACTIVITIES
Borrowings	1,232		—
Repurchase of shares	(500)		(500)
Dividends paid and distributions	(142)		(155)
Sale of subsidiary noncontrolling interest	—		25
Other financing activities, net	(62)		(30)
Net cash provided by (used in) financing activities	528		(660)
Net decrease in cash and cash equivalents	(150)		(1,142)
Cash and cash equivalents, beginning of year	4,272		5,200
Cash and cash equivalents, end of period	$	4,122	$	4,058

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

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(IN MILLIONS)

Class A

Class B

Additional Paid-in Capital

Retained
Earnings

Accumulated

Other

Comprehensive

Loss

Total Fox

Corporation

Stockholders’

Equity

Noncontrolling

Interests(a)

Total
Equity

Common Stock

Amount

Balance, September 30, 2023

249

235

SEC Form 10-Q filed by Fox Corporation