0001754301FALSE00017543012024-05-082024-05-080001754301us-gaap:CommonClassAMember2024-05-082024-05-080001754301us-gaap:CommonClassBMember2024-05-082024-05-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
May 8, 2024
Fox Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-38776 83-1825597
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
 
(COMMISSION
FILE NO.)
 
(IRS EMPLOYER
IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition.
On May 8, 2024, Fox Corporation (the “Company”) released its financial results for the quarter ended March 31, 2024. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number		 Description
99.1 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FOX CORPORATION
By: /s/ Adam G. Ciongoli
 Name: Adam G. Ciongoli
 Title: Chief Legal and Policy Officer
May 8, 2024

Exhibit 99.1
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
FOX REPORTS THIRD QUARTER FISCAL 2024
REVENUES OF $3.45 BILLION,
NET INCOME OF $704 MILLION,
AND ADJUSTED EBITDA OF $891 MILLION



NEW YORK, NY, May 8, 2024 – Fox Corporation (Nasdaq: FOXA, FOX; “FOX” or the “Company”) today reported financial results for the three months ended March 31, 2024.

The Company reported total quarterly revenues of $3.45 billion as compared to the $4.08 billion reported in the prior year quarter. Affiliate fee revenues increased 4%, driven by 9% growth at the Television segment and 1% growth at the Cable Network Programming segment. Advertising revenues were $1.24 billion as compared to the $1.88 billion reported in the prior year quarter, primarily due to the absence of the prior year broadcast of Super Bowl LVII and fewer NFL games at FOX Sports. Other revenues were $274 million as compared to the $352 million reported in the prior year quarter, primarily due to the timing of sports sublicensing revenues at the national sports networks.

The Company reported quarterly net income of $704 million as compared to a net loss of $50 million reported in the prior year quarter. The increase primarily reflects the absence of charges associated with legal settlement costs at FOX News Media recognized in Restructuring, impairment and other corporate matters, as well as a gain on USFL assets contributed to the United Football League joint venture recognized in Non-operating other, net in the current year quarter. Net income attributable to Fox Corporation stockholders was $666 million ($1.40 per share) as compared to a net loss of $54 million ($(0.10) per share) reported in the prior year quarter. Adjusted net income attributable to Fox Corporation stockholders1 was $520 million ($1.09 per share) as compared to the $494 million ($0.94 per share) reported in the prior year quarter.

Quarterly Adjusted EBITDA2 was $891 million, an increase of $58 million or 7% from the amount reported in the prior year quarter. Expenses decreased in the quarter, primarily due to lower sports programming rights amortization and production costs, led by the absence of the prior year broadcast of Super Bowl LVII and fewer NFL games.

Commenting on the results, Executive Chair and Chief Executive Officer Lachlan Murdoch said:

“FOX’s fiscal third quarter results once again demonstrate how our unique strategy continues to distinguish FOX from our peers. The strength and leadership of our core brands, coupled with our focus on live content and must-have event programming, is clearly valued by our audiences, advertisers and distribution partners. The consistent financial delivery from this strategy supports our investments in innovation which are driving momentum in our digital portfolio, led by Tubi. Our balanced capital allocation approach, fortified by our strong balance sheet, underpins our ability to drive long-term value creation for our shareholders."
1 Excludes net income effects of Restructuring, impairment and other corporate matters, adjustments to Equity (losses) earnings of affiliates, Non-operating other, net, Tax provision and Noncontrolling interest adjustments. See Note 1 for a description of adjusted net income attributable to Fox Corporation stockholders and adjusted earnings per share attributable to Fox Corporation stockholders, which are considered non-GAAP financial measures, and a reconciliation of reported net income attributable to Fox Corporation stockholders and earnings per share attributable to Fox Corporation stockholders to adjusted net income attributable to Fox Corporation stockholders and adjusted earnings per share attributable to Fox Corporation stockholders.
2 Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted
EBITDA.

Page 1
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
REVIEW OF OPERATING RESULTS

Three Months Ended March 31,Nine Months Ended March 31,
2024202320242023
$ Millions
Revenues by Component:
Affiliate fee$1,938 $1,857 $5,465 $5,280 
Advertising1,235 1,875 4,437 5,598 
Other274 352 986 1,003 
Total revenues$3,447 $4,084 $10,888 $11,881 
Segment Revenues:
Cable Network Programming$1,472 $1,570 $4,517 $4,633 
Television1,938 2,475 6,260 7,123 
Other, Corporate and Eliminations37 39 111 125 
Total revenues$3,447 $4,084 $10,888 $11,881 
Adjusted EBITDA:
Cable Network Programming$819 $792 $1,990 $1,887 
Television145 117 358 782 
Other, Corporate and Eliminations(73)(76)(238)(213)
Adjusted EBITDA3$891 $833 $2,110 $2,456 
Depreciation and amortization:
Cable Network Programming$20 $18 $57 $52 
Television29 38 86 97 
Other, Corporate and Eliminations49 50 148 159 
Total depreciation and amortization$98 $106 $291 $308 

3 Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

Page 2
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
CABLE NETWORK PROGRAMMING
Three Months Ended March 31,Nine Months Ended March 31,
2024202320242023
$ Millions
Revenues
Affiliate fee$1,104 $1,093 $3,140 $3,148 
Advertising296 316 934 1,083 
Other72 161 443 402 
Total revenues1,472 1,570 4,517 4,633 
Operating expenses(499)(610)(2,090)(2,271)
Selling, general and administrative(158)(172)(449)(487)
Amortization of cable distribution investments4 4 12 12 
Segment EBITDA$819 $792 $1,990 $1,887 

Cable Network Programming reported quarterly segment revenues of $1.47 billion as compared to the $1.57 billion reported in the prior year quarter. Affiliate fee revenues increased $11 million or 1% as contractual price increases were partially offset by the impact of net subscriber declines. Advertising revenues were $296 million as compared to the $316 million reported in the prior year quarter. This is primarily due to lower digital advertising revenues and moderating direct response pricing declines at FOX News Media, as well as the absence of the prior year broadcast of the World Baseball Classic at the national sports networks. Other revenues were $72 million as compared to the $161 million reported in the prior year quarter, primarily due to the timing of sports sublicensing revenues at the national sports networks.

Cable Network Programming reported quarterly segment EBITDA of $819 million, an increase of $27 million or 3% from the amount reported in the prior year quarter. Expenses decreased in the quarter, primarily due to the timing of sports programming rights amortization at the national sports networks, lower costs at FOX News Media led by lower legal costs and the deconsolidation of the USFL.

Page 3
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
TELEVISION
Three Months Ended March 31,Nine Months Ended March 31,
2024202320242023
$ Millions
Revenues
Advertising$939 $1,559 $3,503 $4,516 
Affiliate fee834 764 2,325 2,132 
Other165 152 432 475 
Total revenues1,938 2,475 6,260 7,123 
Operating expenses(1,540)(2,106)(5,178)(5,592)
Selling, general and administrative(253)(252)(724)(749)
Segment EBITDA$145 $117 $358 $782 

Television reported quarterly segment revenues of $1.94 billion as compared to the $2.48 billion reported in the prior year quarter. Advertising revenues were $939 million as compared to the $1.56 billion reported in the prior year quarter, primarily due to the absence of the prior year broadcast of Super Bowl LVII and fewer NFL games, partially offset by continued growth at Tubi. Affiliate fee revenues increased $70 million or 9%, led by higher rates at both the Company's owned and operated stations and third-party FOX affiliates. Other revenues increased $13 million or 9%, primarily due to the timing of deliveries from FOX Entertainment Studios.

Television reported quarterly segment EBITDA of $145 million, an increase of $28 million or 24%. Expenses decreased in the quarter, primarily due to lower sports and entertainment programming rights amortization and production costs, led by the absence of the prior year broadcast of Super Bowl LVII, fewer NFL games and fewer hours of original scripted programming due to the impact of the industry guild labor disputes in 2023.

Page 4
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
SHARE REPURCHASE PROGRAM

As of March 31, 2024, the Company has repurchased approximately $4.35 billion of its Class A common stock and approximately $1 billion of its Class B common stock, with a remaining authorization of up to $1.65 billion. During the quarter, the Company repurchased approximately $250 million of its Class A common stock.


DEBT MATURITY

In January 2024, $1.25 billion of 4.030% senior notes matured and were repaid in full.


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

To access a copy of this press release through the Internet, access Fox Corporation’s corporate website located at http://www.foxcorporation.com.
CONTACTS
Gabrielle Brown, Investor RelationsBrian Nick, Press Inquiries
212-852-7720310-369-3545
Charlie CostanzoLauren Townsend
212-852-7908310-369-2729

Page 5
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,Nine Months Ended March 31,
2024202320242023
$ Millions, except per share amounts
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, net4242 174 39 293 
Income (loss) before income tax (expense) benefit961 (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 
Weighted average shares:475 521 484 539 
Net income (loss) attributable to Fox Corporation stockholders per share:$1.40 $(0.10)$2.44 $1.60 


4 Non-operating other, net presented above includes Equity earnings (losses) of affiliates.

Page 6
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
CONSOLIDATED BALANCE SHEETS
March 31,
2024
June 30,
2023
$ Millions
Assets:
Current assets:
Cash and cash equivalents$3,791 $4,272 
Receivables, net2,481 2,177 
Inventories, net660 543 
Other246 265 
Total current assets7,178 7,257 
Non-current assets:
Property, plant and equipment, net1,672 1,708 
Intangible assets, net3,048 3,084 
Goodwill3,544 3,559 
Deferred tax assets2,941 3,090 
Other non-current assets3,334 3,168 
Total assets$21,717 $21,866 
Liabilities and Equity:
Current liabilities:
Borrowings$— $1,249 
Accounts payable, accrued expenses and other current liabilities2,217 2,514 
Total current liabilities2,217 3,763 
Non-current liabilities:
Borrowings7,196 5,961 
Other liabilities1,379 1,484 
Redeemable noncontrolling interests260 213 
Commitments and contingencies
Equity:
Class A common stock, $0.01 par value3 3 
Class B common stock, $0.01 par value2 2 
Additional paid-in capital7,768 8,253 
Retained earnings2,926 2,269 
Accumulated other comprehensive loss(145)(149)
Total Fox Corporation stockholders’ equity10,554 10,378 
Noncontrolling interests111 67 
Total equity10,665 10,445 
Total liabilities and equity$21,717 $21,866 

Page 7
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
March 31,
20242023
$ Millions
Operating Activities:
Net income$1,234 $884 
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization291 308 
Amortization of cable distribution investments12 12 
Equity-based compensation69 55 
Restructuring, impairment and other corporate matters24 1,015 
Non-operating other, net(39)(293)
Deferred income taxes152 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 activities941 1,307 
Investing Activities:
Property, plant and equipment(233)(237)
Purchase of investments(99)(55)
Other investing activities, net8 (26)
Net cash used in investing activities(324)(318)
Financing Activities:
Repayment of borrowings(1,250)— 
Borrowings1,232 — 
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 year4,272 5,200 
Cash and cash equivalents, end of period$3,791 $4,146 


Page 8
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
NOTE 1 – ADJUSTED NET INCOME AND ADJUSTED EPS

The Company uses net income attributable to Fox Corporation stockholders and earnings per share (“EPS”) attributable to Fox Corporation stockholders excluding net income effects of Restructuring, impairment and other corporate matters, adjustments to Equity (losses) earnings of affiliates, Non-operating other, net, Tax provisions and Noncontrolling interest adjustments (“Adjusted Net Income” and “Adjusted EPS” respectively) to evaluate the performance of the Company’s operations exclusive of certain items that impact the comparability of results from period to period.

Adjusted Net Income and Adjusted EPS may not be comparable to similarly titled measures reported by other companies. Adjusted Net Income and Adjusted EPS are not measures of performance under GAAP and should be considered in addition to, and not as substitutes for, net income attributable to Fox Corporation stockholders and EPS as reported in accordance with GAAP. However, management uses these measures in comparing the Company’s historical performance and believes that they provide meaningful and comparable information to management, investors and equity analysts to assist in their analysis of the Company’s performance relative to prior periods and the Company’s competitors.

The following table reconciles net income attributable to Fox Corporation stockholders and EPS attributable to Fox Corporation stockholders to Adjusted Net Income and Adjusted EPS for the three months ended March 31, 2024 and 2023:

Three Months Ended
March 31, 2024March 31, 2023
IncomeEPSIncomeEPS
$ Millions, except per share data
Net income (loss) attributable to Fox Corporation stockholders$666 $1.40 $(54)$(0.10)
Restructuring, impairment and other corporate matters5
15 0.03 893 1.70 
Non-operating other, net5,6(244)(0.51)(173)(0.33)
Tax provision5
52 0.11 (172)(0.33)
Noncontrolling interest adjustment31 0.07 — — 
Rounding — (0.01)— — 
As adjusted5
$520 $1.09 $494 $0.94 


5 The calculation of Adjusted EPS for the three months ended March 31, 2023 reflects weighted average diluted shares of 524 million, which includes common stock equivalents that were excluded from net loss attributable to Fox Corporation stockholders as their inclusion would have been antidilutive.
6 Non-operating other, net presented above excludes Equity earnings (losses) of affiliates.

Page 9
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EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2024
NOTE 2 – ADJUSTED EBITDA

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 Unaudited Consolidated Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. 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 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 and 2023:

Three Months Ended March 31,Nine Months Ended March 31,
2024202320242023
$ Millions
Net income (loss)$704 $(50)$1,234 $884 
Add:
Amortization of cable distribution investments4 4 12 12 
Depreciation and amortization98 106 291 308 
Restructuring, impairment and other corporate matters15 893 24 1,015 
Interest expense, net55 55 169 183 
Non-operating other, net7(242)(174)(39)(293)
Income tax expense (benefit)257 (1)419 347 
Adjusted EBITDA$891 $833 $2,110 $2,456 
7 Non-operating other, net presented above includes Equity earnings (losses) of affiliates.

Page 10
v3.24.1.u1
Document and Entity Information
May 08, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name Fox Corporation
Amendment Flag false
Entity Central Index Key 0001754301
Document Type 8-K
Document Period End Date May 08, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 001-38776
Entity Tax Identification Number 83-1825597
Entity Address, Address Line One 1211 Avenue of the Americas
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code 212
Local Phone Number 852-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A Common Stock, par value $0.01 per share
Trading Symbol FOXA
Security Exchange Name NASDAQ
Common Class B [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class B Common Stock, par value $0.01 per share
Trading Symbol FOX
Security Exchange Name NASDAQ
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