Fox Corporation
05/08/2024 | Press release | Distributed by Public on 05/08/2024 14:09
Quarterly Report for Quarter Ending March 31, 2024 (Form 10-Q)
fox-20240331
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
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
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or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number 001-38776
FOX CORPORATION
(Exact name of registrant as specified in its charter)
| 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. YesxNo 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). YesxNo 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 | x | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o |
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 | |||
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Part I. Financial Information
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Item 1.
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Financial Statements
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Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2024 and 2023
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1
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Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023
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2
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Consolidated Balance Sheets as of March 31, 2024 (unaudited) and June 30, 2023 (audited)
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3
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Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023
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4
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Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 2024 and 2023
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5
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Notes to the Unaudited Consolidated Financial Statements
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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29
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Item 4.
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Controls and Procedures
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30
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Part II. Other Information
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Item 1.
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Legal Proceedings
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31
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Item 1A.
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Risk Factors
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31
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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31
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Item 3.
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Defaults Upon Senior Securities
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31
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Item 4.
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Mine Safety Disclosures
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31
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Item 5.
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Other Information
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31
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Item 6.
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Exhibits
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32
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Signature
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33
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FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
|
For the three months ended March 31,
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For the nine months ended March 31,
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|||||||
| 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.
1
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS)
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For the three months ended March 31,
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For the nine months ended March 31,
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|||||||
| 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 | ||||
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Less: Net income attributable to noncontrolling interests(a)
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(38) | (4) | (52) | (20) | ||||
| Comprehensive income (loss) attributable to Fox Corporation stockholders | $ | 667 | $ | (48) | $ | 1,186 | $ | 877 |
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(a)
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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.
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The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
2
FOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
As of
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 | ||
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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 | (145) | (149) | ||
| Total Fox Corporation stockholders' equity | 10,554 | 10,378 | ||
| Noncontrolling interests | 111 | 67 | ||
| Total equity | 10,665 | 10,445 | ||
| Total liabilities and equity | $ | 21,717 | $ | 21,866 |
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(a)
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Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 232,561,357 shares and 262,899,364 shares issued and outstanding at par as of March 31, 2024 and June 30, 2023, respectively.
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(b)
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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 March 31, 2024 and June 30, 2023, respectively.
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3
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
|
For the nine months ended March 31,
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| 2024 | 2023 | |||
| OPERATING ACTIVITIES | ||||
| Net income | $ | 1,234 | $ | 884 |
| Adjustments to reconcile net income to cash provided by operating activities | ||||
| Depreciation and amortization | 291 | 308 | ||
| Amortization of cable distribution investments | 12 | 12 | ||
| Equity-based compensation | 69 | 55 | ||
| Restructuring, impairment and other corporate matters | 24 | 1,015 | ||
| Non-operating other, net | (39) | (293) | ||
| Deferred income taxes | 152 | 234 | ||
| Change in operating assets and liabilities, net of acquisitions and dispositions | ||||
| Receivables and other assets | (317) | (692) | ||
| Inventories net of programming payable | (220) | 222 | ||
| Accounts payable and accrued expenses | (178) | (200) | ||
| Other changes, net | (87) | (238) | ||
| Net cash provided by operating activities | 941 | 1,307 | ||
| INVESTING ACTIVITIES | ||||
| Property, plant and equipment | (233) | (237) | ||
| Purchase of investments | (99) | (55) | ||
| Other investing activities, net | 8 | (26) | ||
| Net cash used in investing activities | (324) | (318) | ||
| FINANCING ACTIVITIES | ||||
| Repayment of borrowings | (1,250) | - | ||
| Borrowings | 1,232 | - | ||
| Repurchase of shares | (750) | (1,750) | ||
| Dividends paid and distributions | (272) | (291) | ||
| Sale of subsidiary noncontrolling interest | - | 25 | ||
| Other financing activities, net | (58) | (27) | ||
| Net cash used in financing activities | (1,098) | (2,043) | ||
| Net decrease in cash and cash equivalents | (481) | (1,054) | ||
| Cash and cash equivalents, beginning of year | 4,272 | 5,200 | ||
| Cash and cash equivalents, end of period | $ | 3,791 | $ | 4,146 |
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
4
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(IN MILLIONS)
| Class A | Class B | Additional Paid-in Capital |
Retained Earnings |
Accumulated
Other
Comprehensive
Loss
|
Total Fox
Corporation
Stockholders'
Equity
|
Noncontrolling
Interests(a)
|
Total Equity |
|||||||||||
| Common Stock | Common Stock | |||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||
| Balance, December 31, 2023 | 241 | $ | 3 | 235 | $ | 2 | $ | 7,879 | $ | 2,514 | $ | (146) | $ | 10,252 | $ | 73 | $ | 10,325 |
| Net income | - | - | - | - | - | 666 | - | 666 | 39 | 705 | ||||||||
| Other comprehensive income | - | - | - | - | - | - | 1 | 1 | - | 1 | ||||||||
| Dividends | - | - | - | - | - | (123) | - | (123) | - | (123) | ||||||||
| Shares repurchased | (8) | - | - | - | (139) | (114) | - | (253) | - | (253) | ||||||||
| Other | - | - | - | - | 28 | (17) | - | 11 | (1) | 10 | ||||||||
| Balance, March 31, 2024 | 233 | $ | 3 | 235 | $ | 2 | $ | 7,768 | $ | 2,926 | $ | (145) | $ | 10,554 | $ | 111 | $ | 10,665 |
| Balance, December 31, 2022 | 298 | $ | 3 | 238 | $ | 2 | $ | 8,836 | $ | 2,985 | $ | (219) | $ | 11,607 | $ | 69 | $ | 11,676 |
| Net (loss) income | - | - | - | - | - | (54) | - | (54) | 8 | (46) | ||||||||
| Other comprehensive income | - | - | - | - | - | - | 6 | 6 | - | 6 | ||||||||
| Dividends | - | - | - | - | - | (128) | - | (128) | - | (128) | ||||||||
| Shares repurchased | (27) | - | (3) | - | (502) | (761) | - | (1,263) | - | (1,263) | ||||||||
| Other | (1) | - | 1 | - | 27 | (10) | - | 17 | (7) | 10 | ||||||||
| Balance, March 31, 2023 | 270 | $ | 3 | 236 | $ | 2 | $ | 8,361 | $ | 2,032 | $ | (213) | $ | 10,185 | $ | 70 | $ | 10,255 |
| Balance, June 30, 2023 | 263 | $ | 3 | 235 | $ | 2 | $ | 8,253 | $ | 2,269 | $ | (149) | $ | 10,378 | $ | 67 | $ | 10,445 |
| Net income | - | - | - | - | - | 1,182 | - | 1,182 | 57 | 1,239 | ||||||||
| Other comprehensive income | - | - | - | - | - | - | 4 | 4 | - | 4 | ||||||||
| Dividends | - | - | - | - | - | (250) | - | (250) | - | (250) | ||||||||
| Shares repurchased | (32) | - | - | - | (536) | (222) | - | (758) | - | (758) | ||||||||
| Other | 2 | - | - | - | 51 | (53) | - | (2) | (13) | (15) | ||||||||
| Balance, March 31, 2024 | 233 | $ | 3 | 235 | $ | 2 | $ | 7,768 | $ | 2,926 | $ | (145) | $ | 10,554 | $ | 111 | $ | 10,665 |
| Balance, June 30, 2022 | 308 | $ | 3 | 243 | $ | 3 | $ | 9,098 | $ | 2,461 | $ | (226) | $ | 11,339 | $ | 36 | $ | 11,375 |
| Net income | - | - | - | - | - | 864 | - | 864 | 34 | 898 | ||||||||
| Other comprehensive income | - | - | - | - | - | - | 13 | 13 | - | 13 | ||||||||
| Dividends | - | - | - | - | - | (265) | - | (265) | - | (265) | ||||||||
| Shares repurchased | (38) | - | (8) | - | (763) | (1,000) | - | (1,763) | - | (1,763) | ||||||||
| Other | - | - | 1 | (1) | 26 | (28) | - | (3) | - | (3) | ||||||||
| Balance, March 31, 2023 | 270 | $ | 3 | 236 | $ | 2 | $ | 8,361 | $ | 2,032 | $ | (213) | $ | 10,185 | $ | 70 | $ | 10,255 |
|
(a)
|
Excludes Redeemable noncontrolling interests which are reflected in temporary equity (See Note 4-Fair Value under the heading "Redeemable Noncontrolling Interests"). |
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
5
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Fox Corporation ("FOX" or the "Company") is a news, sports and entertainment company, which manages and reports its businesses in the following segments: Cable Network Programming, Television and Other, Corporate and Eliminations.
The accompanying Unaudited Consolidated Financial Statements of FOX have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024.
The preparation of the Company's Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.
These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission on August 11, 2023 (the "2023 Form 10-K").
All significant intercompany transactions and accounts within the Company's consolidated businesses have been eliminated. Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. Significant influence generally exists when the Company owns an interest between 20% and 50%. Equity securities in which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices. Equity securities without readily determinable fair values are accounted for either at fair value or using the measurement alternative method which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on investments in equity securities are recognized in the Unaudited Consolidated Statements of Operations.
The Company's fiscal year ends on June 30 ("fiscal") of each year. Certain fiscal 2023 amounts have been reclassified to conform to the fiscal 2024 presentation.
The unaudited and audited consolidated financial statements are referred to as the "Financial Statements" herein. The unaudited consolidated statements of operations are referred to as the "Statements of Operations" herein. The unaudited and audited consolidated balance sheets are referred to as the "Balance Sheets" herein.
NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS
The Company's acquisitions support the Company's strategy to strengthen its core brands, grow its digital businesses and selectively enhance production capabilities for its digital and linear platforms. During the nine months ended March 31, 2024 and 2023, the Company made no acquisitions.
On January 12, 2024, the United Football League (the "UFL") was launched as a professional spring football league that combines the legacy operations of the United States Football League (the "USFL"), a majority-owned consolidated subsidiary of FOX, and XFL, a third-party company. In connection with the launch of the UFL, the Company deconsolidated the operations of USFL and contributed the USFL net assets to the UFL. As consideration for the net assets contributed, the Company received an ownership interest in the UFL which was initially recorded at fair value. The equity method investment is included in Other non-current assets
6
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
in the Balance Sheets. As a result of this transaction, the Company recorded a gain of approximately $170 million in Non-operating other, net in the Statements of Operations for the three and nine months ended March 31, 2024 (See Note 11-Additional Financial Information under the heading "Non-Operating Other, net"). The Company owns approximately 42% of the UFL.
On February 6, 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company, and Warner Bros. Discovery to form a digital distribution platform focused on sports. Each company is expected to own one-third of the joint venture, have equal board representation and license their sports networks to the joint venture on a non-exclusive basis. The subscription-based streaming service is expected to launch in the fall of 2024.
NOTE 3. INVENTORIES, NET
The Company's inventories were comprised of the following:
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
| Licensed programming, including prepaid sports rights | $ | 867 | $ | 720 |
| Owned programming | 485 | 465 | ||
| Total inventories, net | 1,352 | 1,185 | ||
| Less: current portion of inventories, net | (660) | (543) | ||
| Total non-current inventories, net | $ | 692 | $ | 642 |
| Owned programming | ||||
| Released | $ | 226 | $ | 256 |
| In-process or other | 259 | 209 | ||
| Total | $ | 485 | $ | 465 |
The following table presents the aggregate amortization expense related to Inventories, net included in Operating expenses in the Statements of Operations:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Total amortization expense | $ | 1,134 | $ | 1,781 | $ | 4,596 | $ | 5,201 |
The Company evaluates the recoverability of unamortized programming and production costs, included within Inventories, net in the Balance Sheets, using expected future cash flows. The Company has determined that its unamortized production costs related to certain television series are not recoverable and therefore recognized a write-down at the Television segment of approximately $30 million and $10 million which was recorded in Operating expenses in the Statements of Operations for the three and nine months ended March 31, 2024 and 2023, respectively.
NOTE 4. FAIR VALUE
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").
7
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about financial assets and redeemable noncontrolling interests carried at fair value on a recurring basis:
| Fair value measurements | |||||||||
|
As of March 31, 2024
|
|||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||
| (in millions) | |||||||||
| Investments in equity securities | $ | 868 | $ | 868 |
(a)
|
$ | - | $ | - |
| Redeemable noncontrolling interests | (260) | - | - | (260) |
(b)
|
||||
| Total | $ | 608 | $ | 868 | $ | - | $ | (260) |
| Fair value measurements | |||||||||
|
As of June 30, 2023
|
|||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||
| (in millions) | |||||||||
| Investments in equity securities | $ | 884 | $ | 884 |
(a)
|
$ | - | $ | - |
| Redeemable noncontrolling interests | (213) | - | - | (213) |
(b)
|
||||
| Total | $ | 671 | $ | 884 | $ | - | $ | (213) |
|
(a)
|
The investments categorized as Level 1 primarily represent an investment in equity securities of Flutter Entertainment plc ("Flutter") with a readily determinable fair value.
|
|
(b)
|
The Company utilizes both the market and income approach valuation techniques 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 redeemable noncontrolling interests. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.
|
Redeemable Noncontrolling Interests
The redeemable noncontrolling interests recorded are put rights held by minority shareholders in Credible Labs Inc. ("Credible") and an entertainment production company.
The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Beginning of period | $ | (243) | $ | (196) | $ | (213) | $ | (188) |
| Net loss | 1 | 4 | 5 | 14 | ||||
|
Accretion and other
|
(18) | (8) | (52) | (26) | ||||
| End of period | $ | (260) | $ | (200) | $ | (260) | $ | (200) |
The put right held by the Credible minority shareholder will become exercisable in fiscal 2025. The put right held by the entertainment production company's minority shareholder will become exercisable in fiscal 2027.
8
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments
The carrying value of the Company's financial instruments exclusive of borrowings, such as cash and cash equivalents, receivables, payables and investments accounted for using the measurement alternative method, approximates fair value.
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
| Borrowings | ||||
| Fair value | $ | 7,057 | $ | 6,895 |
| Carrying value | $ | 7,196 | $ | 7,210 |
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, 2024, the Company had no individual customers that accounted for 10% or more of the Company's receivables. As of June 30, 2023, the Company had one customer that accounted for approximately 11% of the Company's receivables.
NOTE 5. BORROWINGS
Borrowings include senior notes (See Note 9-Borrowings in the 2023 Form 10-K under the heading "Public Debt - Senior Notes Issued"). In October 2023, the Company issued $1.25 billion of 6.500% senior notes due 2033. In addition, the Company is party to a credit agreement providing a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit and a maturity date of June 2028 (See Note 9-Borrowings in the 2023 Form 10-K under the heading "Revolving Credit Agreement"). As of March 31, 2024, there were no borrowings outstanding under the revolving credit agreement. In January 2024, $1.25 billion of 4.030% senior notes matured and were repaid in full.
NOTE 6. STOCKHOLDERS' EQUITY
Stock Repurchase Program
The Company's Board of Directors has authorized a stock repurchase program under which the Company can repurchase $7 billion of 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"). The program has no time limit and may be modified, suspended or discontinued at any time.
In connection with the stock repurchase program, the Company entered into an accelerated share repurchase ("ASR") agreement in February 2023, under which the Company paid a third-party financial institution $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share, which was the Nasdaq Global Select Market ("Nasdaq") closing share price of the Class A Common Stock on February 8, 2023. Upon settlement of the ASR agreement in August 2023, the Company received a final delivery of approximately 7.8 million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $33.03 per share (the volume-
9
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
weighted average market price of the Class A Common Stock on Nasdaq during the term of the ASR agreement less a discount). The Company accounted for the ASR agreement as two separate transactions. The initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract indexed to the Class A Common Stock and qualified as an equity transaction.
In total, the Company repurchased approximately 32 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2024.
Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.
As of March 31, 2024, the Company's remaining stock repurchase authorization was approximately $1.65 billion. Subsequent to March 31, 2024, the Company repurchased approximately 1.6 million shares of Class A Common Stock for approximately $50 million.
Dividends
The following table summarizes the dividends declared per share on both the Company's Class A Common Stock and Class B Common Stock:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Cash dividend per share | $ | 0.26 | $ | 0.25 | $ | 0.52 | $ | 0.50 |
The Company declared a semi-annual dividend of $0.26 per share on both the Class A Common Stock and the Class B Common Stock during the three months ended March 31, 2024, which was paid onMarch 26, 2024 to stockholders of record on March 6, 2024.
NOTE 7. EQUITY-BASED COMPENSATION
The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12-Equity-Based Compensation in the 2023 Form 10-K).
The following table summarizes the Company's equity-based compensation:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Equity-based compensation | $ | 21 | $ | 23 | $ | 69 | $ | 55 |
| Intrinsic value of all settled equity-based awards | $ | 2 | $ | 1 | $ | 74 | $ | 77 |
| Tax benefit on settled equity-based awards | $ | - | $ | 1 | $ | 11 | $ | 14 |
The Company's equity-based awards are settled in Class A Common Stock. As of March 31, 2024, the Company's total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company's employees was approximately $100 million and is expected to be recognized over a weighted average period between oneand two years.
As of March 31, 2024 and 2023, the Company had approximately 5 million stock options outstanding. The computation of diluted earnings per share did not include stock options outstanding during each period
10
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
presented if their inclusion would have been antidilutive, and, for those shares that are contingently issuable, all necessary conditions have not been satisfied for the periods presented.
Awards Vested and Granted
Restricted Stock Units
During the nine months ended March 31, 2024and 2023, approximately 1.9 million and 1.5 million restricted stock units ("RSUs") vested, respectively, and approximately 2.0 million RSUs were granted in each period. These RSUs generally vest in equal annual installments over a three-year period subject to participants' continued employment with the Company.
Performance-Based Stock Options
During the nine months ended March 31, 2024and 2023, the Company granted approximately 4 million performance-based stock options, in each period, which will vest in full at the end of a three-year performance period if the market condition is met, and have a term of seven years thereafter.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual arrangements ("firm commitments") to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The total firm commitments and future debt payments as of March 31, 2024 and June 30, 2023, remained consistent at approximately $39 billion.
Contingencies
The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The 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 below 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.
FOX News
The Company's FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.
U.K. Newspaper Matters Indemnity
In connection with the separation of Twenty-First Century Fox, Inc. ("21CF") and News Corporation in June 2013 (the "21CF News Corporation Separation"), 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 21CF News Corporation Separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation before the 21CF News Corporation Separation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees,
11
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corporation (the "U.K. Newspaper Matters Indemnity"). In accordance with the Separation Agreement (as defined in Note 1-Description of Business and Basis of Presentation in the 2023 Form 10-K under the heading "The Transaction"), the Company assumed certain costs and liabilities related to the U.K. Newspaper Matters Indemnity. The liability recorded in the Balance Sheets related to the indemnity was approximately $115 million as of June 30, 2023 and approximately $70 million as of March 31, 2024.
Defamation and Disparagement Claims
From time to time, the Company and its news businesses, including FOX News Media and the FOX Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, "Smartmatic") in February 2021 seeking $2.7 billion in damages and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, "Dominion") in March 2021 seeking $1.6 billion in damages. On March 31, 2023, the court in the Dominion case issued its rulings on summary judgment motions that were unfavorable to the Company. Following these rulings, on April 18, 2023, the Company and its subsidiary, Fox News Network, LLC, entered into a Release and Settlement Agreement with Dominion pursuant to which the parties agreed to resolve the lawsuits among them. The Company paid an aggregate of approximately $800 million to settle this and a related lawsuit in April 2023.
The Company continues to believe the Smartmatic and other pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. Discovery in the Smartmatic case, including depositions and expert discovery, remains ongoing, and summary judgment and other key motions will follow. At this time, a trial in the Smartmatic lawsuit is not expected to commence until 2025. The Company is unable to predict the final outcome of these matters and has determined that a loss in the Smartmatic case is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.
On April 11, 2023 and April 20, 2023, stockholders of the Company filed derivative lawsuits in the Delaware Court of Chancery against certain directors of the Company under the captions Schwarz v. Murdoch et al., C.A. No. 2023-0418 (Del. Ch.)and Greenberg et al. v. Murdoch et al., C.A. No. 2023-0440 (Del. Ch.). The Delaware Court of Chancery consolidated the lawsuits into one matter captioned In re Fox Corporation Deriv. Litig., C.A. No. 2023-0418 (Del.Ch.). Two additional derivative lawsuits were subsequently filed by the Company's stockholders in the same court on September 12, 2023 against certain directors and officers of the Company and are part of the consolidated lawsuit. Each of the lawsuits names the Company as a nominal defendant. The complaints allege that certain directors and officers, as applicable, breached their fiduciary duties by allowing the Company's news channel to air allegations regarding election fraud in connection with the 2020 U.S. Presidential election, which resulted in significant defamation litigation. The plaintiffs seek orders awarding damages in favor of the Company; directing the Company to reform and improve its policies and procedures; and awarding the plaintiffs attorneys' fees and costs. The Company intends to vigorously contest the lawsuit.
Actions and Claims Arising from Alleged Misuse of Personal Information
Tubi, Inc., a wholly owned subsidiary of the Company ("Tubi"), is from time to time a party to actions and arbitration claims arising from its alleged misuse of personal information. In June 2023, a putative class action lawsuit titled Campos v. Tubiwas filed with the United States District Court for the Northern District of Illinois, Eastern Division, alleging that Tubi shared viewer information with third parties in violation of the privacy protection provisions of the federal Video Privacy Protection Act. In February 2024, the District Court denied Tubi's motion to compel arbitration and motion to dismiss, and Tubi is appealing those rulings to the United States Court of Appeals for the Seventh Circuit. Tubi and the Company intend to vigorously defend against the lawsuit. The Company is unable to predict the final outcome of this matter and has determined that a loss in the case is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of
12
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
this pending matter will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.
Other
The Company's operations are subject to tax primarily in various domestic jurisdictions and as a matter of course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. Each member of the 21CF consolidated group, which includes 21CF, the Company (prior to the Transaction (as defined in Note 1-Description of Business and Basis of Presentation in the 2023 Form 10-K under the heading "The Transaction")) and 21CF's other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21CF consolidated group. The tax matters agreement entered into in connection with the Separation (as defined in Note 1-Description of Business and Basis of Presentation in the 2023 Form 10-K under the heading "The Transaction") requires 21CF and/or The Walt Disney Company to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the Internal Revenue Service in amounts that the Company cannot quantify.
NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements. The net periodic benefit cost was $13 million and $16 million for the three months ended March 31, 2024 and 2023, respectively, and $40 million and $48 million for the nine months ended March 31, 2024and 2023, respectively.
NOTE 10. SEGMENT INFORMATION
The Company is a news, sports and entertainment company, which manages and reports its businesses in the following segments:
•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies, virtual multi-channel video programming distributors and other digital platforms, primarily in the U.S.
•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. The segment also includes various production companies that produce content for the Company and third parties.
•Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible, corporate overhead costs and intracompany eliminations. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
The Company's operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.
13
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Interest expense, net, Non-operating other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company's business segments because it is the primary measure used by the Company's chief operating decision maker to evaluate the performance of and allocate resources to the Company's businesses.
The following tables set forth the Company's Revenues and Segment EBITDA for the three and nine months ended March 31, 2024 and 2023:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Revenues | ||||||||
| Cable Network Programming | $ | 1,472 | $ | 1,570 | $ | 4,517 | $ | 4,633 |
| Television | 1,938 | 2,475 | 6,260 | 7,123 | ||||
| Other, Corporate and Eliminations | 37 | 39 | 111 | 125 | ||||
| Total revenues | $ | 3,447 | $ | 4,084 | $ | 10,888 | $ | 11,881 |
| Segment EBITDA | ||||||||
| Cable Network Programming | $ | 819 | $ | 792 | $ | 1,990 | $ | 1,887 |
| Television | 145 | 117 | 358 | 782 | ||||
| Other, Corporate and Eliminations | (73) | (76) | (238) | (213) | ||||
| Amortization of cable distribution investments | (4) | (4) | (12) | (12) | ||||
| 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 |
14
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Revenues by Segment by Component
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Cable Network Programming | ||||||||
| Affiliate fee | $ | 1,104 | $ | 1,093 | $ | 3,140 | $ | 3,148 |
| Advertising | 296 | 316 | 934 | 1,083 | ||||
| Other | 72 | 161 | 443 | 402 | ||||
| Total Cable Network Programming revenues | 1,472 | 1,570 | 4,517 | 4,633 | ||||
| Television | ||||||||
| Advertising | 939 | 1,559 | 3,503 | 4,516 | ||||
| Affiliate fee | 834 | 764 | 2,325 | 2,132 | ||||
| Other | 165 | 152 | 432 | 475 | ||||
| Total Television revenues | 1,938 | 2,475 | 6,260 | 7,123 | ||||
| Other, Corporate and Eliminations | 37 | 39 | 111 | 125 | ||||
| Total revenues | $ | 3,447 | $ | 4,084 | $ | 10,888 | $ | 11,881 |
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Depreciation and amortization | ||||||||
| Cable Network Programming | $ | 20 | $ | 18 | $ | 57 | $ | 52 |
| Television | 29 | 38 | 86 | 97 | ||||
| Other, Corporate and Eliminations | 49 | 50 | 148 | 159 | ||||
| Total depreciation and amortization | $ | 98 | $ | 106 | $ | 291 | $ | 308 |
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
| Assets | ||||
| Cable Network Programming | $ | 2,778 | $ | 2,658 |
| Television | 8,111 | 7,803 | ||
| Other, Corporate and Eliminations | 9,578 | 10,371 | ||
| Investments | 1,250 | 1,034 | ||
| Total assets | $ | 21,717 | $ | 21,866 |
15
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. ADDITIONAL FINANCIAL INFORMATION
Restructuring, Impairment and Other Corporate Matters
The following table sets forth the components of Restructuring, impairment and other corporate matters included in the Statements of Operations:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Restructuring charges | $ | - | $ | (1) | $ | - | $ | (12) |
| Other corporate matters | ||||||||
|
U.K. Newspaper Matters Indemnity(a)
|
(3) | (24) | (15) | (106) | ||||
|
Legal settlement costs(b)
|
- | (850) | (4) | (850) | ||||
| Other | (12) | (18) | (5) | (47) | ||||
| Total restructuring, impairment and other corporate matters | $ | (15) | $ | (893) | $ | (24) | $ | (1,015) |
|
(a)
|
See Note 8-Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity." The decrease for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, was attributable to an increase in the number of civil claims submitted in fiscal 2023 in advance of the September 30, 2022 cutoff date set by the judge for this phase of the litigation.
|
|
(b)
|
See Note 8-Commitments and Contingencies under the heading "Defamation and Disparagement Claims."
|
Interest Expense, net
The following table sets forth the components of Interest expense, net included in the Statements of Operations:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Interest expense | $ | (99) | $ | (86) | $ | (309) | $ | (262) |
| Interest income | 44 | 31 | 140 | 79 | ||||
| Total interest expense, net | $ | (55) | $ | (55) | $ | (169) | $ | (183) |
16
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Non-Operating Other, net
The following table sets forth the components of Non-operating other, net included in the Statements of Operations:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
|
Gain on sale of assets(a)
|
$ | 167 | $ | - | $ | 167 | $ | - |
|
Net gains (losses) on investments in equity securities(b)
|
81 | 183 | (110) | 320 | ||||
| Other | (6) | (9) | (18) | (27) | ||||
| Total non-operating other, net | $ | 242 | $ | 174 | $ | 39 | $ | 293 |
|
(a)
|
See Note 2-Acquisitions, Disposals and Other Transactions. |
|
(b)
|
Net gains (losses) on investments in equity securities includes the gains (losses) related to the change in fair value of the Company's investment in Flutter (See Note 4-Fair Value), equity earnings (losses) of affiliates, and, for the nine months ended March 31, 2024, the losses related to the Company's investment in a live streaming mobile platform. As a result of an additional round of financing at a lower valuation, a write-down was recognized for this investment which is accounted for using the measurement alternative method.
|
Other Non-Current Assets
The following table sets forth the components of Other non-current assets included in the Balance Sheets:
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
|
Investments(a)
|
$ | 1,250 | $ | 1,034 |
| Operating lease assets | 895 | 947 | ||
| Inventories, net | 692 | 642 | ||
| Grantor Trust | 247 | 276 | ||
| Other | 250 | 269 | ||
| Total other non-current assets | $ | 3,334 | $ | 3,168 |
|
(a)
|
Includes investments accounted for at fair value on a recurring basis of $868 million and $884 million as of March 31, 2024 and June 30, 2023, respectively (See Note 4-Fair Value).
|
17
FOX CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Payable, Accrued Expenses and Other Current Liabilities
The following table sets forth the components of Accounts payable, accrued expenses and other current liabilities included in the Balance Sheets:
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
| Accrued expenses | $ | 873 | $ | 1,028 |
| Programming payable | 754 | 785 | ||
| Deferred revenue | 168 | 160 | ||
| Operating lease liabilities | 73 | 72 | ||
| Other current liabilities | 349 | 469 | ||
| Total accounts payable, accrued expenses and other current liabilities | $ | 2,217 | $ | 2,514 |
Other Liabilities
The following table sets forth the components of Other liabilities included in the Balance Sheets:
|
As of
March 31,
2024 |
As of
June 30,
2023 |
|||
| (in millions) | ||||
| Non-current operating lease liabilities | $ | 870 | $ | 925 |
| Accrued non-current pension/postretirement liabilities | 287 | 361 | ||
| Other non-current liabilities | 222 | 198 | ||
| Total other liabilities | $ | 1,379 | $ | 1,484 |
Future Performance Obligations
As of March 31, 2024, approximately $5.2 billion of revenues are expected to be recognized primarily over the next one to three years. The Company's most significant remaining performance obligations relate to affiliate contracts, sports advertising contracts and content licensing contracts with fixed fees. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.
Supplemental Information
|
For the nine months ended March 31,
|
||||
| 2024 | 2023 | |||
| (in millions) | ||||
| Supplemental cash flows information | ||||
| Cash paid for interest | $ | (338) | $ | (324) |
| Cash paid for income taxes | $ | (148) | $ | (239) |
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Readers should carefully review this document and the other documents filed by Fox Corporation ("FOX" or the "Company") with the Securities and Exchange Commission (the "SEC"). This section should be read together with the unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, ("fiscal") 2023 as filed with the SEC on August 11, 2023 (the "2023 Form 10-K"). The unaudited consolidated financial statements are referred to as the "Financial Statements" herein.
INTRODUCTION
Management's discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company's financial condition, changes in financial condition and results of operations. This discussion is organized as follows:
•Overview of the Company's Business-This section provides a general description of the Company's businesses, as well as developments that occurred during the three and nine months ended March 31, 2024 and 2023 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.
•Results of Operations-This section provides an analysis of the Company's results of operations for the three and nine months ended March 31, 2024 and 2023. This analysis is presented on both a consolidated and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.
•Liquidity and Capital Resources-This section provides an analysis of the Company's cash flows for the nine months ended March 31, 2024 and 2023, as well as a discussion of the Company's outstanding debt and commitments, both firm and contingent, that existed as of March 31, 2024. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company's future commitments and obligations, as well as a discussion of other financing arrangements.
•Caution Concerning Forward-Looking Statements-This section provides a description of the use of forward-looking information appearing in this Quarterly Report on Form 10-Q, including in Management's Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management's current expectations about future events which are subject to change and to inherent risks and uncertainties. For a discussion of the risk factors applicable to the Company, refer to (i) Part I., Item 1A. "Risk Factors" in the 2023 Form 10-K and (ii) Part II., Item 1A. "Risk Factors" in the Company's Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2023, as filed with the SEC on November 2, 2023 (the "Q1 2024 Form 10-Q"), and the fiscal quarter ended December 31, 2023, as filed with the SEC on February 7, 2024 (the "Q2 2024 Form 10-Q").
OVERVIEW OF THE COMPANY'S BUSINESS
The Company is a news, sports and entertainment company, which manages and reports its businesses in the following segments:
•Cable Network Programming, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies ("traditional MVPDs"), virtual multi-channel video programming distributors ("virtual MVPDs") and other digital platforms, primarily in the U.S.
•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand ("AVOD") service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network, 10 are affiliated with MyNetworkTV and one is an independent station. The segment also includes various production companies that produce content for the Company and third parties.
19
•Other, Corporate and Eliminations, which principally consists of the FOX Studio Lot, Credible Labs Inc. ("Credible"), corporate overhead costs and intracompany eliminations. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility. Credible is a U.S. consumer finance marketplace.
We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.
RESULTS OF OPERATIONS
Results of Operations-For the three and nine months ended March 31, 2024 versus the three and nine months ended March 31, 2023.
The following table sets forth the Company's operating results for the three and nine months ended March 31, 2024, as compared to the three and nine months ended March 31, 2023:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Revenues | ||||||||||||||||
| Affiliate fee | $ | 1,938 | $ | 1,857 | $ | 81 | 4 | % | $ | 5,465 | $ | 5,280 | $ | 185 | 4 | % |
| Advertising | 1,235 | 1,875 | (640) | (34) | % | 4,437 | 5,598 | (1,161) | (21) | % | ||||||
| Other | 274 | 352 | (78) | (22) | % | 986 | 1,003 | (17) | (2) | % | ||||||
| Total revenues | 3,447 | 4,084 | (637) | (16) | % | 10,888 | 11,881 | (993) | (8) | % | ||||||
| Operating expenses | (2,050) | (2,727) | 677 | 25 | % | (7,305) | (7,911) | 606 | 8 | % | ||||||
| Selling, general and administrative | (510) | (528) | 18 | 3 | % | (1,485) | (1,526) | 41 | 3 | % | ||||||
| Depreciation and amortization | (98) | (106) | 8 | 8 | % | (291) | (308) | 17 | 6 | % | ||||||
| Restructuring, impairment and other corporate matters | (15) | (893) | 878 | 98 | % | (24) | (1,015) | 991 | 98 | % | ||||||
| Interest expense, net | (55) | (55) | - | - | % | (169) | (183) | 14 | 8 | % | ||||||
| Non-operating other, net | 242 | 174 | 68 | 39 | % | 39 | 293 | (254) | (87) | % | ||||||
| Income (loss) before income tax (expense) benefit | 961 | (51) | 1,012 | ** | 1,653 | 1,231 | 422 | 34 | % | |||||||
| Income tax (expense) benefit | (257) | 1 | (258) | ** | (419) | (347) | (72) | (21) | % | |||||||
| Net income (loss) | 704 | (50) | 754 | ** | 1,234 | 884 | 350 | 40 | % | |||||||
| Less: Net income attributable to noncontrolling interests | (38) | (4) | (34) | ** | (52) | (20) | (32) | ** | ||||||||
| Net income (loss) attributable to Fox Corporation stockholders | $ | 666 | $ | (54) | $ | 720 | ** | $ | 1,182 | $ | 864 | $ | 318 | 37 | % |
| ** | not meaningful |
20
Overview
For the three months ended March 31, 2024 and 2023
The Company's revenues decreased $637 million or 16% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. The increase of $81 million or 4% in affiliate fee revenue was primarily due to the approximately $230 million impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network, partially offset by the approximately $140 million impact of a lower average number of subscribers across almost all networks. The decrease of $640 million or 34% in advertising revenue was primarily due to the absence of the February 2023 broadcast of Super Bowl LVIIand fewer National Football League ("NFL") games. The decrease of $78 million or 22% in other revenues was primarily due to the timing of college sports sublicensing revenue.
Operating expenses decreased $677 million or 25% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, primarily due to the impact of the absence of the February 2023 broadcast of Super Bowl LVII, fewer NFL games and the timing of sports programming rights amortization at the national sports networks.
Selling, general and administrative expenses decreased $18 million or 3% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, primarily due to lower legal costs at FOX News Media.
For the nine months ended March 31, 2024 and 2023
The Company's revenues decreased $993 million or 8% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. The increase of $185 million or 4% in affiliate fee revenue was primarily due to the approximately $550 million impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network, partially offset by the approximately $330 million impact of a lower average number of subscribers across almost all networks. The decrease of $1.2 billion or 21% in advertising revenue was primarily due to the approximately $950 million impact of the absence of the fiscal 2023 broadcasts of Super Bowl LVIIand the Fédération International de Football Association ("FIFA") Men's World Cupand fewer NFL playoff games. The remaining decrease of approximately $250 million was primarily related to lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S. midterm elections in the prior year and lower ratings at FOX News Media and the FOX Network, partially offset by continued growth at Tubi and the broadcast of the FIFA Women's World Cup at the national sports networks in the current year. The decrease of $17 million or 2% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023, partially offset by higher sports sublicensing revenue principally due to renewals of college sports contracts.
Operating expenses decreased $606 million or 8% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, primarily due to the approximately $460 million impact of lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of Super Bowl LVIIand the FIFA Men's World Cuppartially offset by the renewed NFL contract. The remaining decrease was principally due to lower entertainment programming rights and production costs largely due to fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023.
Selling, general and administrative expenses decreased $41 million or 3% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, primarily due to lower legal costs at FOX News Media and lower employee related costs.
Restructuring, impairment and other corporate matters-See Note 11-Additional Financial Information to the accompanying Financial Statements under the heading "Restructuring, Impairment and Other Corporate Matters."
21
Interest expense, net- Interest expense, net decreased $14 million or 8% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, as the increase in interest expense due to the issuance of $1.25 billion of senior notes in October 2023 (See Note 5-Borrowings to the accompanying Financial Statements) was more than offset by higher interest income as a result of higher interest rates.
Non-operating other, net-See Note 11-Additional Financial Information to the accompanying Financial Statements under the heading "Non-Operating Other, net."
Income tax (expense) benefit-The Company's tax provision and related effective tax rate for the three and nine months ended March 31, 2024 of 27% and 25%, respectively, was higher than the statutory rate of 21% primarily due to state taxes.
The Company's tax provision and related effective tax rate for the three and nine months ended March 31, 2023 was different than the statutory rate of 21% primarily due to state taxes and the impact of other permanent items.
Net income (loss)-The Company recorded net income of $704 million and $1.2 billion for the three and nine months ended March 31, 2024, respectively, as compared to a net loss of $50 million and net income of $884 million for the three and nine months ended March 31, 2023, respectively. The increases were primarily due to the absence of the fiscal 2023 legal settlement costs at FOX News Media (See Note 11-Additional Financial Information to the accompanying Financial Statements under the heading "Restructuring, Impairment and Other Corporate Matters") and a gain on a contribution of assets (See Note 11-Additional Financial Information to the accompanying Financial Statements under the heading "Non-Operating Other, net"), partially offset by higher provision for income tax, the net change in fair value of the Company's investments in equity securities and, for the nine months ended March 31, 2024, lower Segment EBITDA (as defined below).
Segment Analysis
The Company's operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is segment operating income before depreciation and amortization, or Segment EBITDA. Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.
Segment EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Interest expense, net, Non-operating other, net and Income tax expense. Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company's business segments because it is the primary measure used by the Company's chief operating decision maker to evaluate the performance of and allocate resources to the Company's businesses.
The following tables set forth the Company's Revenues and Segment EBITDA for the three and nine months ended March 31, 2024, as compared to the three and nine months ended March 31, 2023:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Revenues | ||||||||||||||||
| Cable Network Programming | $ | 1,472 | $ | 1,570 | $ | (98) | (6) | % | $ | 4,517 | $ | 4,633 | $ | (116) | (3) | % |
| Television | 1,938 | 2,475 | (537) | (22) | % | 6,260 | 7,123 | (863) | (12) | % | ||||||
| Other, Corporate and Eliminations | 37 | 39 | (2) | (5) | % | 111 | 125 | (14) | (11) | % | ||||||
| Total revenues | $ | 3,447 | $ | 4,084 | $ | (637) | (16) | % | $ | 10,888 | $ | 11,881 | $ | (993) | (8) | % |
22
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Segment EBITDA | ||||||||||||||||
| Cable Network Programming | $ | 819 | $ | 792 | $ | 27 | 3 | % | $ | 1,990 | $ | 1,887 | $ | 103 | 5 | % |
| Television | 145 | 117 | 28 | 24 | % | 358 | 782 | (424) | (54) | % | ||||||
| Other, Corporate and Eliminations | (73) | (76) | 3 | 4 | % | (238) | (213) | (25) | (12) | % | ||||||
|
Adjusted EBITDA(a)
|
$ | 891 | $ | 833 | $ | 58 | 7 | % | $ | 2,110 | $ | 2,456 | $ | (346) | (14) | % |
|
(a)
|
For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see "Non-GAAP Financial Measures" below.
|
Cable Network Programming(41% and 39% of the Company's revenues for the first nine months of fiscal 2024 and 2023, respectively)
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Revenues | ||||||||||||||||
| Affiliate fee | $ | 1,104 | $ | 1,093 | $ | 11 | 1 | % | $ | 3,140 | $ | 3,148 | $ | (8) | - | % |
| Advertising | 296 | 316 | (20) | (6) | % | 934 | 1,083 | (149) | (14) | % | ||||||
| Other | 72 | 161 | (89) | (55) | % | 443 | 402 | 41 | 10 | % | ||||||
| Total revenues | 1,472 | 1,570 | (98) | (6) | % | 4,517 | 4,633 | (116) | (3) | % | ||||||
| Operating expenses | (499) | (610) | 111 | 18 | % | (2,090) | (2,271) | 181 | 8 | % | ||||||
| Selling, general and administrative | (158) | (172) | 14 | 8 | % | (449) | (487) | 38 | 8 | % | ||||||
| Amortization of cable distribution investments | 4 | 4 | - | - | % | 12 | 12 | - | - | % | ||||||
| Segment EBITDA | $ | 819 | $ | 792 | $ | 27 | 3 | % | $ | 1,990 | $ | 1,887 | $ | 103 | 5 | % |
For the three months ended March 31, 2024 and 2023
Revenues at the Cable Network Programming segment decreased $98 million or 6% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. Affiliate fee revenue increased $11 million or 1% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The decrease of $20 million or 6% in advertising revenue was primarily due to lower digital advertising revenue and moderating direct response pricing declines at FOX News Media. Also contributing to this decrease was the absence of the March 2023 broadcast of the World Baseball Classicat the national sports networks. The decrease of $89 million or 55% in other revenues was primarily due to the timing of college sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $27 million or 3% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $111 million or 18% primarily due to the timing of sports programming rights amortization at the national sports networks. Selling, general and administrative expenses decreased $14 million or 8% primarily due to lower legal costs at FOX News Media and the deconsolidation of the United States Football League.
23
For the nine months ended March 31, 2024 and 2023
Revenues at the Cable Network Programming segment decreased $116 million or 3% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising and affiliate fee revenues, partially offset by higher other revenues. The decrease of $8 million in affiliate fee revenue was primarily due to a decrease in the average number of subscribers partially offset by higher average rates per subscriber. The decrease of $149 million or 14% in advertising revenue was primarily due to lower ratings and lower pricing in the direct response marketplace partially offset by higher pricing in the national advertising marketplace at FOX News Media. Also contributing to this decrease was the absence of the fiscal 2023 broadcast of the FIFA Men's World Cup partially offset by the broadcast of the FIFA Women's World Cup at the national sports networks in the current year. The increase of $41 million or 10% in other revenues was primarily due to higher sports sublicensing revenue principally due to renewals of college sports contracts.
Cable Network Programming Segment EBITDA increased $103 million or 5% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $181 million or 8% primarily due to lower sports programming rights amortization and production costs, led by the absence of the fiscal 2023 broadcast of the FIFA Men's World Cup partially offset by the broadcast of the FIFA Women's World Cup at the national sports networks in the current year. Selling, general and administrative expenses decreased $38 million or 8% primarily due to lower legal costs at FOX News Media.
Television(58% and 60% of the Company's revenues for the first nine months of fiscal 2024 and 2023, respectively)
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Revenues | ||||||||||||||||
| Advertising | $ | 939 | $ | 1,559 | $ | (620) | (40) | % | $ | 3,503 | $ | 4,516 | $ | (1,013) | (22) | % |
| Affiliate fee | 834 | 764 | 70 | 9 | % | 2,325 | 2,132 | 193 | 9 | % | ||||||
| Other | 165 | 152 | 13 | 9 | % | 432 | 475 | (43) | (9) | % | ||||||
| Total revenues | 1,938 | 2,475 | (537) | (22) | % | 6,260 | 7,123 | (863) | (12) | % | ||||||
| Operating expenses | (1,540) | (2,106) | 566 | 27 | % | (5,178) | (5,592) | 414 | 7 | % | ||||||
| Selling, general and administrative | (253) | (252) | (1) | - | % | (724) | (749) | 25 | 3 | % | ||||||
| Segment EBITDA | $ | 145 | $ | 117 | $ | 28 | 24 | % | $ | 358 | $ | 782 | $ | (424) | (54) | % |
For the three months ended March 31, 2024 and 2023
Revenues at the Television segment decreased $537 million or 22% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising revenue, partially offset by higher affiliate fee and other revenues. The decrease of $620 million or 40% in advertising revenue was primarily due to the absence of the February 2023 broadcast of Super Bowl LVIIand fewer NFL games in the current year quarter, partially offset by continued growth at Tubi. The increase of $70 million or 9% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company's owned and operated television stations. The increase of $13 million or 9% in other revenues was primarily due to the timing of deliveries at FOX's entertainment production companies.
Television Segment EBITDA increased $28 million or 24% for the three months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $566 million or 27% primarily due to lower sports and entertainment programming rights amortization and production costs principally due to the absence of the February 2023 broadcast of Super Bowl LVII, fewer NFL games in the current year quarter, and fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023.
24
For the nine months ended March 31, 2024 and 2023
Revenues at the Television segment decreased $863 million or 12% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to lower advertising and other revenues, partially offset by higher affiliate fee revenue. The decrease of $1 billion or 22% in advertising revenue was primarily due to the absence of the fiscal 2023 broadcasts of Super Bowl LVIIand the FIFA Men's World Cup, lower political advertising revenue at the FOX Television Stations principally due to the comparison with the November 2022 U.S. midterm elections in the prior year, fewer NFL playoff games, and lower ratings at the FOX Network. Partially offsetting this decrease was continued growth at Tubi. The increase of $193 million or 9% in affiliate fee revenue was primarily due to higher fees received from television stations that are affiliated with the FOX Network and higher average rates per subscriber partially offset by a lower average number of subscribers at the Company's owned and operated television stations. The decrease of $43 million or 9% in other revenues was primarily due to lower content revenues principally due to the impact of the industry guild labor disputes in 2023.
Television Segment EBITDA decreased $424 million or 54% for the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, due to the revenue decreases noted above partially offset by lower expenses. Operating expenses decreased $414 million or 7% primarily due to lower sports programming rights amortization and production costs principally due to the absence of the fiscal 2023 broadcasts of Super Bowl LVII and the FIFA Men's World Cupand fewer NFL playoff games, partially offset by the renewed NFL contract. Also contributing to this decrease was lower entertainment programming rights amortization and production costs principally due to fewer hours of original scripted programming as compared to the prior year period as a result of the impact of the industry guild labor disputes in 2023. Selling, general and administrative expenses decreased $25 million or 3% primarily due to lower employee related costs.
Other, Corporate and Eliminations(1% of the Company's revenues for the first nine months of fiscal 2024 and 2023)
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||||||||||
| 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | |||||||||
| (in millions, except %) | Better/(Worse) | Better/(Worse) | ||||||||||||||
| Revenues | $ | 37 | $ | 39 | $ | (2) | (5) | % | $ | 111 | $ | 125 | $ | (14) | (11) | % |
| Operating expenses | (11) | (11) | - | - | % | (37) | (48) | 11 | 23 | % | ||||||
| Selling, general and administrative | (99) | (104) | 5 | 5 | % | (312) | (290) | (22) | (8) | % | ||||||
| Segment EBITDA | $ | (73) | $ | (76) | $ | 3 | 4 | % | $ | (238) | $ | (213) | $ | (25) | (12) | % |
For the three and nine months ended March 31, 2024 and 2023
Revenues at the Other, Corporate and Eliminations segment for the three and nine months ended March 31, 2024 and 2023 include revenues generated by Credible and the operation of the FOX Studio Lot for third parties. Operating expenses for the three and nine months ended March 31, 2024 and 2023 include advertising and promotional expenses at Credible. Selling, general and administrative expenses for the three and nine months ended March 31, 2024 and 2023 primarily relate to employee costs, professional fees and the costs of operating the FOX Studio Lot. Selling, general and administrative expenses for the nine months ended March 31, 2024 increased, as compared to the corresponding period of fiscal 2023, primarily due to higher employee related costs as a result of the transition and separation of a named executive officer of the Company.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Restructuring, impairment and other corporate matters, Interest expense, net, Non-operating other, net and Income tax expense.
Management believes that information about Adjusted EBITDA assists all users of the Company's Financial Statements by allowing them to evaluate changes in the operating results of the Company's portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both
25
operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company's business and its enterprise value against historical data and competitors' data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles ("GAAP"). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company's financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
The following table reconciles Net income to Adjusted EBITDA for the three and nine months ended March 31, 2024, as compared to the three and nine months ended March 31, 2023:
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| Net income (loss) | $ | 704 | $ | (50) | $ | 1,234 | $ | 884 |
| Add | ||||||||
| Amortization of cable distribution investments | 4 | 4 | 12 | 12 | ||||
| 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 tax expense (benefit) | 257 | (1) | 419 | 347 | ||||
| Adjusted EBITDA | $ | 891 | $ | 833 | $ | 2,110 | $ | 2,456 |
The following table sets forth the computation of Adjusted EBITDA for the three and nine months ended March 31, 2024, as compared to the three and nine months ended March 31, 2023.
|
For the three months ended March 31,
|
For the nine months ended March 31,
|
|||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| (in millions) | ||||||||
| 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) | ||||
| Amortization of cable distribution investments | 4 | 4 | 12 | 12 | ||||
| Adjusted EBITDA | $ | 891 | $ | 833 | $ | 2,110 | $ | 2,456 |
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
The Company has approximately $3.8 billion of cash and cash equivalents as of March 31, 2024 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 5-Borrowings to the accompanying Financial Statements). The Company also has access to the worldwide capital markets, subject to market conditions. As of March 31, 2024, the Company was in compliance with all of the covenants under the revolving credit facility, and it does not anticipate any noncompliance with such covenants.
26
The principal uses of cash that affect the Company's liquidity position include the following: the acquisition of rights and related payments for sports and entertainment programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company's programming; employee and facility costs; capital expenditures; acquisitions; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.
The Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company's securities or the assumption of additional indebtedness.
Sources and Uses of Cash
Net cash provided by operating activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
|
For the nine months ended March 31,
|
2024 | 2023 | ||
| Net cash provided by operating activities | $ | 941 | $ | 1,307 |
The decrease in net cash provided by operating activities during the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, was primarily due to lower Segment EBITDA and lower NFL receipts due to the absence of Super Bowl LVII,partially offset by lower entertainment programming costs.
Net cash used in investing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
|
For the nine months ended March 31,
|
2024 | 2023 | ||
| Net cash used in investing activities | $ | (324) | $ | (318) |
Net cash used in investing activities remained relatively consistent during the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, primarily due to higher investments in equity securities partially offset by a decrease in capital expenditures.
Net cash used in financing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
|
For the nine months ended March 31,
|
2024 | 2023 | ||
| Net cash used in financing activities | $ | (1,098) | $ | (2,043) |
The decrease in net cash used in financing activities during the nine months ended March 31, 2024, as compared to the corresponding period of fiscal 2023, was primarily due to lower activity under the stock repurchase program and the net impact of the October 2023 issuance of $1.25 billion of senior notes and the $1.25 billion repayment of senior notes that matured in January 2024 (See Note 5-Borrowings to the accompanying Financial Statements).
Stock Repurchase Program
See Note 6-Stockholders' Equity to the accompanying Financial Statements under the heading "Stock Repurchase Program."
Dividends
The Company declared a semi-annual dividend of $0.26 per share on both the Class A Common Stock, par value $0.01 per share, and the Class B Common Stock, par value $0.01 per share, during the three months ended March 31, 2024, which was paid on March 26, 2024 to stockholders of record on March 6, 2024.
27
Debt Instruments
Borrowings include senior notes. In January 2024, $1.25 billion of 4.030% senior notes matured and were repaid in full (See Note 5-Borrowings to the accompanying Financial Statements).
Ratings of the Senior Notes
The following table summarizes the Company's credit ratings as of March 31, 2024:
| Rating Agency | Senior Debt | Outlook |
| Moody's | Baa2 | Stable |
| Standard & Poor's | BBB | Stable |
Revolving Credit Agreement
The Company has an unused five-year $1.0 billion unsecured revolving credit facility with a maturity date of June 2028 (See Note 5-Borrowings to the accompanying Financial Statements).
Commitments and Contingencies
See Note 8-Commitments and Contingencies to the accompanying Financial Statements.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current fact are "forward-looking statements" for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company's financial performance; (ii) the Company's plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; and (v) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" or any other similar words.
Although the Company's management believes that the expectations reflected in any of the Company's forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause the Company's actual results, performance and achievements to differ materially from those estimates or projections contained in the Company's forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:
•evolving technologies and distribution platforms and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;
•declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, major sports events and election cycles, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers' expenditures, the evolving market for AVOD advertising campaigns, and audience measurement methodologies' ability to accurately reflect actual viewership levels;
•further declines in the number of subscribers to MVPD services;
•the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms;
•the highly competitive nature of the industry in which the Company's businesses operate;
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•the popularity of the Company's content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights;
•the Company's ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all;
•damage to the Company's brands or reputation;
•the inability to realize the anticipated benefits of the Company's strategic investments and acquisitions, and the effects of any combination or significant acquisition, disposition or other similar transaction involving the Company;
•the loss of key personnel;
•labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast;
•lower than expected valuations associated with the Company's reporting units, indefinite-lived intangible assets, investments or long-lived assets;
•a degradation, failure or misuse of the Company's network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information;
•content piracy and signal theft and the Company's ability to protect its intellectual property rights;
•the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection;
•changes in tax, federal communications or other laws, regulations, practices or the interpretations thereof;
•the impact of any investigations or fines from governmental authorities, including Federal Communications Commission ("FCC") rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;
•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;
•unfavorable litigation outcomes or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures;
•changes in GAAP or other applicable accounting standards and policies;
•the Company's ability to secure additional capital on acceptable terms;
•the impact of widespread health emergencies or pandemics and measures to contain their spread; and
•the other risks and uncertainties detailed in Part I, Item 1A. "Risk Factors" in the 2023 Form 10-K and Part II, Item 1A. "Risk Factors" in the Q1 2024 Form 10-Q and the Q2 2024 Form 10-Q.
Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the market risks reported in the 2023 Form 10-K.
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ITEM 4. CONTROLS AND PROCEDURES
(a)Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's third quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
See Note 8-Commitments and Contingencies to the accompanying Unaudited Consolidated Financial Statements of FOX under the heading "Contingencies" for a discussion of the Company's legal proceedings, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in the section titled "Risk Factors" in (i) the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission (the "SEC") on August 11, 2023, and (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2023 and December 31, 2023, as filed with the SEC on November 2, 2023 and February 7, 2024, respectively.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Below is a summary of the Company's repurchases of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") during the three months ended March 31, 2024:
|
Total number
of shares purchased(a)
|
Average price
paid per share(b)
|
Approximate dollar value of shares that may
yet be purchased under
the program(b)(c)
|
||
| (in millions) | ||||
| January 1, 2024 - January 31, 2024 | 1,611,276 | $ | 31.03 | |
|
February 1, 2024 - February 29, 2024
|
3,041,008 | 29.89 | ||
| March 1, 2024 - March 31, 2024 | 3,694,770 | 29.53 | ||
|
Total
|
8,347,054 | 29.95 | $ | 1,650 |
|
(a)
|
The Company has not made any purchases of Class A Common Stock or 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"), other than in connection with the publicly announced stock repurchase program described below.
|
|
(b)
|
These amounts exclude any fees, commissions or other costs associated with the share repurchases. |
|
(c)
|
The Company's Board of Directors has authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time.
|
In total, the Company repurchased approximately 32 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS
(a) Exhibits.
| 31.1 |
Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*
|
| 31.2 |
Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*
|
| 32.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.**
|
| 101 |
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2024 and 2023; (ii) Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023; (iii) Consolidated Balance Sheets as of March 31, 2024 (unaudited) and June 30, 2023 (audited); (iv) Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023; (v) Unaudited Consolidated Statements of Equity for the three and nine months ended March 31, 2024 and 2023; and (vi) Notes to the Unaudited Consolidated Financial Statements.*
|
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
32
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Fox Corporation (Registrant) |
|
| By: | /s/ Steven Tomsic |
| Steven Tomsic | |
| Chief Financial Officer | |
| Date: May 8, 2024 |
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