UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended |
or
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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
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction |
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(I.R.S. Employer |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbols |
Name of Each Exchange |
Class A |
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Class B |
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 4, 2020,
FOX CORPORATION
FORM 10-Q
TABLE OF CONTENTS
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Part I. Financial Information |
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Item 1. |
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Financial Statements |
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1 |
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2 |
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Consolidated Balance Sheets as of March 31, 2020 (unaudited) and June 30, 2019 (audited) |
3 |
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Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2020 and 2019 |
4 |
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5 |
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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 |
26 |
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Item 3. |
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38 |
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Item 4. |
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38 |
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Part II. Other Information |
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Item 1. |
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39 |
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Item 1A. |
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39 |
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Item 2. |
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40 |
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Item 3. |
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40 |
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Item 4. |
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40 |
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Item 5. |
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40 |
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Item 6. |
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41 |
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42 |
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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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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2020 |
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2019 |
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2020 |
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2019 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating expenses |
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( |
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( |
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Selling, general and administrative |
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Depreciation and amortization |
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( |
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( |
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( |
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( |
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Impairment and restructuring charges |
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( |
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( |
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( |
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Interest expense |
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( |
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( |
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( |
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Interest income |
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Other, net |
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( |
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( |
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Income before income tax expense |
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Income tax expense |
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( |
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( |
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( |
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( |
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Net income |
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Less: Net income attributable to noncontrolling interests |
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( |
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( |
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( |
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( |
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Net income attributable to Fox Corporation stockholders |
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$ |
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$ |
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$ |
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$ |
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EARNINGS PER SHARE DATA |
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Weighted average shares |
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Basic |
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Diluted |
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Net income attributable to Fox Corporation stockholders per share |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
1
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(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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2020 |
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2019 |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income, net of tax |
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Benefit plan adjustments |
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Other comprehensive income, net of tax |
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Comprehensive income |
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Less: Net income attributable to noncontrolling interests(a) |
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Comprehensive income attributable to Fox Corporation stockholders |
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$ |
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$ |
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$ |
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$ |
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(a) |
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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)
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As of March 31, 2020 |
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As of June 30, 2019 |
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(unaudited) |
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(audited) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, net |
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Inventories, net |
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Other |
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Total current assets |
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Non-current assets |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax assets |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Accounts payable, accrued expenses and other current liabilities |
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$ |
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$ |
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Non-current liabilities |
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Borrowings |
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Other liabilities |
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Redeemable noncontrolling interests |
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Commitments and contingencies |
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Equity |
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Class A common stock(a) |
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Class B common stock(b) |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Total Fox Corporation stockholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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(a) |
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(b) |
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The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
3
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
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For the nine months ended March 31, |
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2020 |
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2019 |
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OPERATING ACTIVITIES |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to cash provided by operating activities |
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Depreciation and amortization |
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Amortization of cable distribution investments |
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Impairment and restructuring charges |
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Equity-based compensation |
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Other, net |
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Deferred income taxes |
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Change in operating assets and liabilities, net of acquisitions and dispositions |
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Receivables and other assets |
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( |
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( |
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Inventories net of program rights payable |
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Accounts payable and other liabilities |
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( |
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( |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES |
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Property, plant and equipment |
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( |
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Acquisitions, net of cash acquired |
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( |
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Sale of investments |
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Purchase of investments |
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( |
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Other investing activities, net |
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( |
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Net cash used in investing activities |
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( |
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( |
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FINANCING ACTIVITIES |
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Borrowings |
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Net transfers to Twenty-First Century Fox, Inc. |
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( |
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Net dividend paid to Twenty-First Century Fox, Inc. |
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( |
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Repurchase of shares |
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( |
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Dividends paid and distributions |
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( |
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( |
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Other financing activities, net |
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( |
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Net cash used in financing activities |
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( |
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( |
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Net (decrease) increase in cash and cash equivalents |
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( |
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Cash and cash equivalents, beginning of year |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
4
FOX CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(IN MILLIONS)
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Class A |
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Class B |
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Twenty-First Century |
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Additional |
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Accumulated Other |
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Total Fox Corporation |
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Common Stock |
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Common Stock |
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Fox, Inc. |
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Paid-in |
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Retained |
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Comprehensive |
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Stockholders' |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Investment |
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Capital |
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Earnings |
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(Loss) Income |
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Equity |
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Interests(a) |
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Equity |
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Balance, December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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Other comprehensive income |
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- |
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- |
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Dividends declared |
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- |
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- |
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( |
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( |
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( |
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Shares repurchased |
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( |
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( |
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( |
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( |
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( |
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Other |
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( |
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( |
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Balance, March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Balance, December 31, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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Other comprehensive income |
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- |
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- |
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Other |
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( |
) |
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( |
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( |
) |
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( |
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( |
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Net decrease in Twenty-First Century Fox, Inc. investment |
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- |
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- |
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( |
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( |
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(b) |
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( |
) |
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( |
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Conversion of Twenty-First Century Fox, Inc. investment |
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( |
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Balance, March 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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