nws-20231231

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


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

For the quarterly period ended December 31, 2023


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

For the transition period from to

Commission File Number 001-35769

_________________________________________

NEWS CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware

46-2950970

(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)

(Zip Code)

(212) 416-3400

(Registrant’s telephone number, including area code)

_________________________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	NWSA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	NWS	The Nasdaq Global Select Market

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 2, 2024, 380,023,919 shares of Class A Common Stock and 191,095,220 shares of Class B Common Stock were outstanding.

Table of Contents

NEWS CORPORATION

FORM 10-Q

TABLE OF CONTENTS


			Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the three and six months ended December 3 1 , 2023 and 2022 (unaudited)			2
Consolidated Statements of Comprehensive In c ome for the three and six months ended December 3 1 , 2023 and 2022 (unaudited)			3
Consolidated Balance Sheets as of December 31 , 2023 (unaudited) and June 30, 20 2 3 (audited)			4
Consolidated Statements of Cash Flows for the six months ended December 3 1 , 2023 and 2022 (unaudited)			5
Notes to the Unaudited Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			49
Item 4. Controls and Procedures			49
Part II. Other Information
Item 1. Legal Proceedings			50
Item 1A. Risk Factors			50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			50
Item 3. Defaults Upon Senior Securities			50
Item 4. Mine Safety Disclosures			50
Item 5. Other Information			50
Item 6. Exhibits			51
Signature			52

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; millions, except per share amounts)


		For the three months ended December 31,				For the six months ended December 31,
	Notes	2023		2022		2023		2022
Revenues:
Circulation and subscription		$	1,119	$	1,085	$	2,248	$	2,196
Advertising		438		464		829		870
Consumer		527		512		1,029		979
Real estate		327		301		638		624
Other		175		159		341		330
Total Revenues	2	2,586		2,521		5,085		4,999
Operating expenses		(1,281)		(1,294)		(2,554)		(2,567)
Selling, general and administrative		(832)		(818)		(1,694)		(1,673)
Depreciation and amortization		(179)		(174)		(350)		(353)
Impairment and restructuring charges	3	(13)		(19)		(51)		(40)
Equity losses of affiliates	4	(1)		(29)		(3)		(33)
Interest expense, net		(25)		(26)		(48)		(53)
Other, net	12	22		(6)		(13)		(24)
Income before income tax expense		277		155		372		256
Income tax expense	10	(94)		(61)		(131)		(96)
Net income		183		94		241		160
Net income attributable to noncontrolling interests		(27)		(27)		(55)		(53)
Net income attributable to News Corporation stockholders		$	156	$	67	$	186	$	107
Net income attributable to News Corporation stockholders per share:	8
Basic		$	0.27	$	0.12	$	0.33	$	0.18
Diluted		$	0.27	$	0.12	$	0.32	$	0.18

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; millions)


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
Net income	$	183	$	94	$	241	$	160
Other comprehensive income:
Foreign currency translation adjustments	215		279		70		(1)
Net change in the fair value of cash flow hedges(a)	(17)		(4)		(18)		13
Benefit plan adjustments, net(b)	(2)		(6)		13		6
Other comprehensive income	196		269		65		18
Comprehensive income	379		363		306		178
Net income attributable to noncontrolling interests	(27)		(27)		(55)		(53)
Other comprehensive income attributable to noncontrolling interests(c)	(49)		(59)		(18)		(3)
Comprehensive income attributable to News Corporation stockholders	$	303	$	277	$	233	$	122

(a) Net of income tax expense (benefit) of $(6) million and $(2) million for the three months ended December 31, 2023 and 2022, respectively, and $(7) million and $4 million for the six months ended December 31, 2023 and 2022, respectively.

(b) Net of income tax expense (benefit) of $(1) million and ($3) million for the three months ended December 31, 2023 and 2022, respectively, and $4 million and $1 million for the six months ended December 31, 2023 and 2022, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Millions, except share and per share amounts)


	Notes	As of December 31, 2023		As of June 30, 2023
		(unaudited)		(audited)
Assets:
Current assets:
Cash and cash equivalents		$	1,724	$	1,833
Receivables, net	12	1,516		1,425
Inventory, net		297		311
Other current assets		466		484
Total current assets		4,003		4,053
Non-current assets:
Investments	4	424		427
Property, plant and equipment, net		1,985		2,042
Operating lease right-of-use assets		1,007		1,036
Intangible assets, net		2,423		2,489
Goodwill		5,214		5,140
Deferred income tax assets, net	10	305		393
Other non-current assets	12	1,320		1,341
Total assets		$	16,681	$	16,921
Liabilities and Equity:
Current liabilities:
Accounts payable		$	243	$	440
Accrued expenses		1,095		1,123
Deferred revenue	2	510		622
Current borrowings	5	58		27
Other current liabilities	12	878		953
Total current liabilities		2,784		3,165
Non-current liabilities:
Borrowings	5	2,984		2,940
Retirement benefit obligations		136		134
Deferred income tax liabilities, net	10	129		163
Operating lease liabilities		1,090		1,128
Other non-current liabilities		456		446
Commitments and contingencies	9
Class A common stock(a)		4		4
Class B common stock(b)		2		2
Additional paid-in capital		11,334		11,449
Accumulated deficit		(1,958)		(2,144)
Accumulated other comprehensive loss		(1,200)		(1,247)
Total News Corporation stockholders’ equity		8,182		8,064
Noncontrolling interests		920		881
Total equity	6	9,102		8,945
Total liabilities and equity		$	16,681	$	16,921

(a) Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 380,210,295 and 379,945,907 shares issued and outstanding, net of 27,368,413 treasury shares at par, at December 31, 2023 and June 30, 2023, respectively.

(b) Class B common stock, $0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 191,177,032 and 192,013,909 shares issued and outstanding, net of 78,430,424 treasury shares at par, at December 31, 2023 and June 30, 2023, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; millions)


		For the six months ended December 31,
	Notes	2023		2022
Operating activities:
Net income		$	241	$	160
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		350		353
Operating lease expense		48		57
Equity losses of affiliates	4	3		33
Cash distributions received from affiliates		3		5
Impairment charges	3	24		—
Deferred income taxes and taxes payable	10	67		17
Other, net	12	13		24
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets		(69)		(351)
Inventories, net		50		(11)
Accounts payable and other liabilities		(425)		(126)
Net cash provided by operating activities		305		161
Investing activities:
Capital expenditures		(236)		(217)
Acquisitions, net of cash acquired		(20)		(15)
Investments in equity affiliates and other, net		(22)		(92)

Proceeds from property, plant and equipment and other asset dispositions		—		8
Other, net		—		(21)
Net cash used in investing activities		(278)		(337)
Financing activities:
Borrowings	5	1,049		407
Repayment of borrowings	5	(1,044)		(462)
Repurchase of shares	6	(56)		(178)
Dividends paid		(85)		(89)
Other, net		(8)		10
Net cash used in financing activities		(144)		(312)
Net change in cash and cash equivalents		(117)		(488)

Cash and cash equivalents, beginning of period		1,833		1,822
Effect of exchange rate changes on cash and cash equivalents		8		(6)
Cash and cash equivalents, end of period		$	1,724	$	1,328

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“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 Consolidated Financial Statements. Operating results for the interim period 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 Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates.

Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are measured at fair value, if the fair value is readily determinable. If an investment’s fair value is not readily determinable, the Company will measure the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.”

The accompanying 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 (the “SEC”) on August 15, 2023 (the “2023 Form 10-K”).

The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2024 and fiscal 2023 include 52 weeks. All references to the three and six months ended December 31, 2023 and 2022 relate to the three and six months ended December 31, 2023 and January 1, 2023, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of December 31.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for the Company for annual reporting periods beginning on July 1, 2024 and interim reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require disaggregated disclosure of material categories in effective tax rate reconciliations as well as disclosure of income taxes paid by specific domestic and foreign jurisdictions. Additionally, the amendments eliminate certain disclosures currently required under Topic 740. ASU 2023-09 is effective for the Company for annual reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. REVENUES

The following tables present the Company’s disaggregated revenues by type and segment for the three and six months ended December 31, 2023 and 2022:


	For the three months ended December 31, 2023
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	2	$	404	$	441	$	—	$	272	$	—	$	1,119
Advertising	32		51		126		—		229		—		438
Consumer	—		—		—		527		—		—		527
Real estate	327		—		—		—		—		—		327
Other	58		15		17		23		62		—		175
Total Revenues	$	419	$	470	$	584	$	550	$	563	$	—	$	2,586


	For the three months ended December 31, 2022
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	3	$	405	$	417	$	—	$	260	$	—	$	1,085
Advertising	33		47		131		—		253		—		464
Consumer	—		—		—		512		—		—		512
Real estate	301		—		—		—		—		—		301
Other	49		10		15		19		66		—		159
Total Revenues	$	386	$	462	$	563	$	531	$	579	$	—	$	2,521


	For the six months ended December 31, 2023
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	5	$	819	$	877	$	—	$	547	$	—	$	2,248
Advertising	67		113		217		—		432		—		829
Consumer	—		—		—		1,029		—		—		1,029
Real estate	638		—		—		—		—		—		638
Other	112		24		27		46		132		—		341
Total Revenues	$	822	$	956	$	1,121	$	1,075	$	1,111	$	—	$	5,085

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	For the six months ended December 31, 2022
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	6	$	830	$	831	$	—	$	529	$	—	$	2,196
Advertising	68		111		225		—		466		—		870
Consumer	—		—		—		979		—		—		979
Real estate	624		—		—		—		—		—		624
Other	109		23		22		39		137		—		330
Total Revenues	$	807	$	964	$	1,078	$	1,018	$	1,132	$	—	$	4,999

Contract liabilities and assets

The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three and six months ended December 31, 2023 and 2022:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions)
Balance, beginning of period	$	624	$	592	$	622	$	604
Deferral of revenue	806		893		1,743		1,790
Recognition of deferred revenue(a)	(930)		(917)		(1,859)		(1,813)
Other	10		23		4		10
Balance, end of period	$	510	$	591	$	510	$	591

(a)For the three and six months ended December 31, 2023, the Company recognized $330 million and $499 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and six months ended December 31, 2022, the Company recognized $320 million and $490 million, respectively, of revenue which was included in the opening deferred revenue balance.

Contract assets were immaterial for disclosure as of December 31, 2023 and 2022.

Other revenue disclosures

The Company typically expenses sales commissions to obtain a customer contract as incurred as the amortization period is 12 months or less. These costs are recorded within Selling, general and administrative in the Statements of Operations. The Company also does not capitalize significant financing components when the transfer of the good or service is paid within 12 months or less, or consideration is received within 12 months or less of the transfer of the good or service.

For the three and six months ended December 31, 2023, the Company recognized approximately $106 million and $210 million, respectively, in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of December 31, 2023 was approximately $1,240 million, of which approximately $263 million is expected to be recognized over the remainder of fiscal 2024, approximately $372 million is expected to be recognized in fiscal 2025 and approximately $212 million is expected to be recognized in fiscal 2026, with the remainder to be recognized thereafter. These amounts do not include (i) contracts with an expected duration of one year or less, (ii) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage and (iii) variable consideration allocated to performance obligations accounted for under the series guidance that meets the allocation objective under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. IMPAIRMENT AND RESTRUCTURING CHARGES

Fiscal 2024 Impairment

During the three and six months ended December 31, 2023, the Company recognized non-cash impairment charges of $1 million and $22 million, respectively, at the News Media segment related to the write-down of fixed assets associated with the proposed combination of certain United Kingdom (“U.K.”) printing operations with those of a third party.

Fiscal 2024 Restructuring

During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $10 million and $27 million, respectively, related to employee termination benefits. The employee termination benefits recorded in fiscal 2024 resulted from actions taken by the Company’s businesses in response to the 5% headcount reduction initiative announced in February 2023.

Fiscal 2023 Restructuring

During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively. The restructuring charges recorded in fiscal 2023 primarily related to employee termination benefits.

Changes in restructuring program liabilities were as follows:


	For the three months ended December 31,
	2023				2022
	One time employee termination benefits		Other costs		Total		One time employee termination benefits		Other costs		Total
	(in millions)
Balance, beginning of period	$	29	$	41	$	70	$	22	$	40	$	62
Additions	10		—		10		16		3		19
Payments	(17)		(2)		(19)		(12)		(2)		(14)
Other	1		—		1		(1)		—		(1)
Balance, end of period	$	23	$	39	$	62	$	25	$	41	$	66


	For the six months ended December 31,
	2023				2022
	One time employee termination benefits		Other costs		Total		One time employee termination benefits		Other costs		Total
	(in millions)
Balance, beginning of period	$	53	$	41	$	94	$	25	$	41	$	66
Additions	26		1		27		36		4		40
Payments	(56)		(3)		(59)		(34)		(4)		(38)
Other	—		—		—		(2)		—		(2)
Balance, end of period	$	23	$	39	$	62	$	25	$	41	$	66

As of December 31, 2023, restructuring liabilities of approximately $35 million were included in the Balance Sheet in Other current liabilities and $27 million were included in Other non-current liabilities.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. INVESTMENTS

The Company’s investments were comprised of the following:


	Ownership Percentage as of December 31, 2023	As of December 31, 2023		As of June 30, 2023
		(in millions)
Equity method investments(a)	various	$	197	$	192
Equity and other securities(b)	various	227		235
Total Investments		$	424	$	427

(a)Equity method investments are primarily comprised of REA Group’s ownership interest in PropertyGuru Group Ltd. (“PropertyGuru”).

(b)Equity and other securities are primarily comprised of Nexxen International, Ltd. (formerly Tremor International Ltd.), certain investments in China, the Company’s investment in ARN Media Limited, which operates a portfolio of Australian radio media assets, and Dow Jones’ investment in an artificial intelligence-focused data analytics company.

The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values. Equity securities without readily determinable fair market values are valued at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions)				(in millions)
Total gains (losses) recognized on equity securities	$	13	$	(11)	$	(10)	$	(14)
Less: Net gains recognized on equity securities sold	—		2		—		2
Unrealized gains (losses) recognized on equity securities held at end of period	$	13	$	(13)	$	(10)	$	(16)

Equity Losses of Affiliates

The Company’s share of the losses of its equity affiliates was $1 million and $3 million for the three and six months ended December 31, 2023, respectively, and $29 million and $33 million for the corresponding periods of fiscal 2023, respectively. The decrease was primarily due to the absence of losses from an investment in an Australian sports wagering venture in the prior year.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. BORROWINGS

The Company’s total borrowings consist of the following:


	Interest rate at December 31, 2023		Maturity at December 31, 2023	As of December 31, 2023		As of June 30, 2023
				(in millions)
News Corporation
2022 Term loan A(a)	6.948	%	Mar 31, 2027	$	491	$	497
2022 Senior notes	5.125	%	Feb 15, 2032	493		492
2021 Senior notes	3.875	%	May 15, 2029	990		989
Foxtel Group(b)
2024 Foxtel credit facility — tranche 1(c)(d)	7.26	%	Aug 1, 2026	405		—
2024 Foxtel credit facility — USD portion — tranche 2(e)	8.63	%	Aug 1, 2027	49		—
2024 Foxtel credit facility — tranche 3(d)	7.41	%	Aug 1, 2027	212		—
2017 Working capital facility(c)	7.26	%	Aug 1, 2026	—		—
Telstra facility	11.95	%	Dec 22, 2027	101		100
2019 Credit facility(f)	—	%	May 31, 2024	—		320
2019 Term loan facility(f)	—	%	Nov 22, 2024	—		167
2012 US private placement — USD portion — tranche 3(f)	—	%	Jul 25, 2024	—		149
REA Group(b)
2024 REA credit facility — tranche 1(g)	5.85	%	Sep 15, 2028	81		—
2024 REA credit facility — tranche 2(g)	5.55	%	Sep 16, 2025	136		—
2024 Subsidiary facility(g)	5.75	%	Sep 28, 2025	54		—
2022 Credit facility — tranche 1(f)	—	%	Sep 16, 2024	—		211
2022 Credit facility — tranche 2(f)	—	%	Sep 16, 2025	—		—
Finance lease liability				30		42
Total borrowings				3,042		2,967
Less: current portion(h)				(58)		(27)
Long-term borrowings				$	2,984	$	2,940

(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. For the three months ended December 31, 2023 the Company was paying interest at an effective interest rate of 3.583%. See Note 7—Financial Instruments and Fair Value Measurements.

(b)These borrowings were incurred by certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the Foxtel Group and REA Group and their respective subsidiaries, as applicable, and are non-recourse to News Corp.

(c)As of December 31, 2023, the Foxtel Debt Group had total undrawn commitments of A$255 million available under these facilities.

(d)The Company entered into A$610 million of interest rate swap derivatives to fix the floating rate interest components of tranche 1 and tranche 3 of its 2024 Foxtel Credit Facility (described below) at approximately 4.30%. For the three months ended December 31, 2023 the Company was paying interest at an effective interest rate of 7.20% and 7.30% for tranche 1 and tranche 3, respectively. See Note 7—Financial Instruments and Fair Value Measurements.

(e)The Company entered into a cross-currency interest rate swap derivative to fix the floating rate interest component of tranche 2 of its 2024 Foxtel Credit Facility at 4.38%. For the three months ended December 31, 2023 the Company was paying interest at an effective interest rate of 7.64%. See Note 7—Financial Instruments and Fair Value Measurements.

(f)These borrowings were repaid during the six months ended December 31, 2023 using proceeds from the 2024 Foxtel Credit Facility and 2024 REA Credit Facility (described below), as applicable.

(g)As of December 31, 2023, REA Group had total undrawn commitments of A$285 million available under these facilities.

(h)The Company classifies the current portion of long term debt as non-current liabilities on the Balance Sheets when it has the intent and ability to refinance the obligation on a long-term basis, in accordance with ASC 470-50, Debt. $25 million and $27 million relates to the current portion of finance lease liabilities as of December 31, 2023 and June 30, 2023, respectively, with the remainder as of December 31, 2023 consisting of required principal repayments on the 2022 Term Loan A and 2024 Foxtel Credit Facility — tranches 2 and 3.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Foxtel Group Debt Refinancing

During the six months ended December 31, 2023, the Foxtel Group refinanced its A$610 million 2019 revolving credit facility, A$250 million term loan facility and tranche 3 of its 2012 U.S. private placement senior unsecured notes with the proceeds of a new A$1.2 billion syndicated credit facility (the “2024 Foxtel Credit Facility”). The 2024 Foxtel Credit Facility consists of three sub-facilities: (i) an A$817.5 million three year revolving credit facility (the “2024 Foxtel Credit Facility — tranche 1”), (ii) a US$48.7 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 2”) and (iii) an A$311.0 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 3”). In addition, the Foxtel Group amended its 2017 working capital facility to extend the maturity to August 2026 and modify the pricing.

Depending on the Foxtel Group’s net leverage ratio, (i) borrowings under the 2024 Foxtel Credit Facility — tranche 1 and 2017 working capital facility bear interest at a rate of the Australian BBSY plus a margin of between 2.35% and 3.60%; (ii) borrowings under the 2024 Foxtel Credit Facility — tranche 2 bear interest at a rate based on a Term SOFR formula, as set forth in the 2024 Foxtel Credit Agreement, plus a margin of between 2.50% and 3.75%; and (iii) borrowings under the 2024 Foxtel Credit Facility — tranche 3 bear interest at a rate of the Australian BBSY plus a margin of between 2.50% and 3.75%. All tranches carry a commitment fee of 45% of the applicable margin on any undrawn balance during the relevant availability period. Tranches 2 and 3 of the 2024 Foxtel Credit Facility amortize on a proportionate basis in an aggregate annual amount equal to A$35 million in each of the first two years following closing and A$40 million in each of the two years thereafter.

The agreements governing the Foxtel Debt Group’s external borrowings contain customary affirmative and negative covenants and events of default, with customary exceptions, including specified financial and non-financial covenants calculated in accordance with Australian International Financial Reporting Standards. Subject to certain exceptions, these covenants restrict or prohibit members of the Foxtel Debt Group from, among other things, undertaking certain transactions, disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, giving guarantees, entering into certain other financing arrangements, creating or permitting certain liens, engaging in transactions with affiliates, making repayments of certain other loans and undergoing fundamental business changes. In addition, the agreements require the Foxtel Debt Group to maintain a ratio of net debt to Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”), as adjusted under the applicable agreements, of not more than 3.25 to 1.0. The agreements also require the Foxtel Debt Group to maintain a net interest coverage ratio of not less than 3.5 to 1.0. There are no assets pledged as collateral for any of the borrowings.

REA Group Debt

REA Group Debt Refinancing

During the six months ended December 31, 2023, REA Group entered into a new unsecured syndicated credit facility (the “2024 REA Credit Facility”) which replaces the 2022 Credit Facility and consists of two sub-facilities: (i) a five-year A$400 million revolving loan facility (the “2024 REA Credit Facility—tranche 1”) which was used to refinance tranche 1 of the 2022 Credit Facility and (ii) an A$200 million revolving loan facility representing the continuation of tranche 2 of the 2022 Credit Facility (the “2024 REA Credit Facility—tranche 2”). REA Group may request increases in the amount of the 2024 REA Credit Facility up to a maximum amount of A$500 million, subject to the terms and limitations set forth in the syndicated facility agreement.

Borrowings under the 2024 REA Credit Facility — tranche 1 accrue interest at a rate of the Australian BBSY plus a margin of between 1.45% and 2.35%, depending on REA Group’s net leverage ratio. Borrowings under the 2024 REA Credit Facility — tranche 2 continue to accrue interest at a rate of the Australian BBSY plus a margin of between 1.15% and 2.25%, depending on REA Group’s net leverage ratio. Both tranches carry a commitment fee of 40% of the applicable margin on any undrawn balance.

The syndicated facility agreement governing the 2024 REA Credit Facility requires REA Group to maintain (i) a net leverage ratio of not more than 3.5 to 1.0 and (ii) an interest coverage ratio of not less than 3.0 to 1.0. The agreement also contains certain other customary affirmative and negative covenants and events of default. Subject to certain exceptions, these covenants restrict or prohibit REA Group and its subsidiaries from, among other things, incurring or guaranteeing debt, disposing of certain properties or assets, merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in non arms’ length transactions with affiliates, undergoing fundamental business changes and making restricted payments.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Subsidiary Financing

During the six months ended December 31, 2023, REA Group entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”). Proceeds of the 2024 Subsidiary Facility will be used to refinance an existing facility at one of its subsidiaries and to fund its business of providing short-term financing to real estate agents and vendors. Borrowings under the 2024 Subsidiary Facility accrue interest at a rate of the Australian BBSY plus a margin of 1.40% and undrawn balances carry a commitment fee of 40% of the applicable margin. The facility agreement governing the 2024 Subsidiary Facility permits the lender to cancel its commitment and declare all outstanding amounts immediately due and payable after a consultation period in specified circumstances, including if certain key operating measures of its subsidiary fall below the budgeted amount for two consecutive quarters. The agreement also contains certain other customary affirmative and negative covenants and events of default that are similar to those governing the 2024 REA Credit Facility.

Covenants

The Company’s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed in the Company’s 2023 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at December 31, 2023.

NOTE 6. EQUITY

The following tables summarize changes in equity for the three and six months ended December 31, 2023 and 2022:


	For the three months ended December 31, 2023
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total News Corp Equity		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, September 30, 2023	381	$	4	192	$	2	$	11,347	$	(2,114)	$	(1,347)	$	7,892	$	844	$	8,736

Net income	—	—		—	—		—		156		—		156		27		183
Other comprehensive income	—	—		—	—		—		—		147		147		49		196
Dividends	—	—		—	—		—		—		—		—		—		—
Share repurchases	(1)	—		(1)	—		(26)		—		—		(26)		—		(26)
Other	—	—		—	—		13		—		—		13		—		13
Balance, December 31, 2023	380	$	4	191	$	2	$	11,334	$	(1,958)	$	(1,200)	$	8,182	$	920	$	9,102


	For the three months ended December 31, 2022
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total News Corp Equity		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, September 30, 2022	384	$	4	194	$	2	$	11,584	$	(2,253)	$	(1,465)	$	7,872	$	856	$	8,728

Net income	—	—		—	—		—		67		—		67		27		94
Other comprehensive income	—	—		—	—		—		—		210		210		59		269
Dividends	—	—		—	—		—		—		—		—		—		—
Share repurchases	(2)	—		(1)	—		(47)		—		—		(47)		—		(47)
Other	—	—		—	—		13		—		—		13		(1)		12
Balance, December 31, 2022	382	$	4	193	$	2	$	11,550	$	(2,186)	$	(1,255)	$	8,115	$	941	$	9,056

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	For the six months ended December 31, 2023
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total News Corp Equity		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, June 30, 2023	380	$	4	192	$	2	$	11,449	$	(2,144)	$	(1,247)	$	8,064	$	881	$	8,945

Net income	—	—		—	—		—		186		—		186		55		241
Other comprehensive income	—	—		—	—		—		—		47		47		18		65
Dividends	—	—		—	—		(57)		—		—		(57)		(28)		(85)
Share repurchases	(2)	—		(1)	—		(55)		—		—		(55)		—		(55)
Other	2	—		—	—		(3)		—		—		(3)		(6)		(9)
Balance, December 31, 2023	380	$	4	191	$	2	$	11,334	$	(1,958)	$	(1,200)	$	8,182	$	920	$	9,102


	For the six months ended December 31, 2022
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total News Corp Equity		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, June 30, 2022	388	$	4	197	$	2	$	11,779	$	(2,293)	$	(1,270)	$	8,222	$	921	$	9,143

Net income	—	—		—	—		—		107		—		107		53		160
Other comprehensive income	—	—		—	—		—		—		15		15		3		18
Dividends	—	—		—	—		(58)		—		—		(58)		(31)		(89)
Share repurchases	(7)	—		(4)	—		(174)		—		—		(174)		—		(174)
Other	1	—		—	—		3		—		—		3		(5)		(2)
Balance, December 31, 2022	382	$	4	193	$	2	$	11,550	$	(2,186)	$	(1,255)	$	8,115	$	941	$	9,056

Stock Repurchases

The Company’s Board of Directors (the “Board of Directors”) has authorized a repurchase program to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”). The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of December 31, 2023, the remaining authorized amount under the Repurchase Program was approximately $522 million.

During the three and six months ended December 31, 2023, the Company repurchased and subsequently retired 0.8 million and 1.8 million shares, respectively, of Class A Common Stock for approximately $18 million and $38 million, respectively, and 0.4 million and 0.8 million shares, respectively, of Class B Common Stock for approximately $8 million and $17 million, respectively. During the three and six months ended December 31, 2022, the Company repurchased and subsequently retired 1.9 million and 6.9 million shares, respectively, of Class A Common Stock for approximately $31 million and $115 million, respectively, and 1.0 million and 3.5 million shares, respectively, of Class B Common Stock for approximately $16 million and $59 million, respectively.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Dividends

In August 2023, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend was paid on October 11, 2023 to stockholders of record as of September 13, 2023. The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

In accordance with ASC 820, Fair Value Measurements (“ASC 820”) fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included in Level 1. The Company could value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the Company, this primarily includes the use of forecasted financial information and other valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.

Under ASC 820, certain assets and liabilities are required to be remeasured to fair value at the end of each reporting period.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes those assets and liabilities measured at fair value on a recurring basis:


	As of December 31, 2023								As of June 30, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Interest rate derivatives - cash flow hedges	$	—	$	25	$	—	$	25	$	—	$	41	$	—	$	41
Foreign currency derivatives - cash flow hedges	—		—		—		—		—		2		—		2

Cross-currency interest rate derivatives - fair value hedges	—		—		—		—		—		9		—		9

Cross-currency interest rate derivatives(a)	—		—		—		—		—		37		—		37
Equity and other securities	96		—		131		227		105		—		130		235
Total assets	$	96	$	25	$	131	$	252	$	105	$	89	$	130	$	324

Liabilities:
Interest rate derivatives - cash flow hedges	$	—	$	(5)	$	—	$	(5)	$	—	$	—	$	—	$	—
Foreign currency derivatives - cash flow hedges	$	—	$	(1)	$	—	$	(1)	$	—	$	—	$	—	$	—

Cross-currency interest rate derivatives - fair value hedges	—		—		—		—		—		(1)		—		(1)
Cross-currency interest rate derivatives - cash flow hedges	—		(3)		—		(3)		—		—		—		—
Cross-currency interest rate derivatives(a)	—		—		—		—		—		(2)		—		(2)
Total liabilities	$	—	$	(9)	$	—	$	(9)	$	—	$	(3)	$	—	$	(3)

(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.

Equity and other securities

The fair values of equity and other securities with quoted prices in active markets are determined based on the closing price at the end of each reporting period. These securities are classified as Level 1 in the fair value hierarchy outlined above. The fair values of equity and other securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.

A rollforward of the Company’s equity and other securities classified as Level 3 is as follows:


	For the six months ended December 31,
	2023		2022
	(in millions)
Balance - beginning of period	$	130	$	103
Additions(a)	3		30
Sales	—		(2)
Returns of capital	(4)		(1)
Measurement adjustments	—		1
Foreign exchange and other	2		1
Balance - end of period	$	131	$	132

(a) The additions for the six months ended December 31, 2022 primarily relate to Dow Jones’ investment in an artificial intelligence-focused data analytics company.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Instruments

The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risks managed by the Company through the use of derivative instruments include:

•foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in United States (“U.S.”) dollars, payments for customer premise equipment, certain programming rights, product development costs and inventory purchases; and

•interest rate risk: arising from fixed and floating rate Foxtel Debt Group and News Corporation borrowings.

During the six months ended December 31, 2023, in connection with the 2024 Foxtel Credit Facility, the Company entered into (i) a cross-currency interest rate swap derivative with a notional amount of $49 million to exchange the U.S. dollar-denominated floating rate interest component of its 2024 Foxtel Credit Facility — Tranche 2 for an Australian dollar-denominated fixed rate of 4.375% and (ii) interest rate swap derivatives with notional amounts totaling A$610 million to exchange the floating rate interest component of the remaining tranches to fixed rates ranging from 4.248% to 4.338%. These cross-currency interest rate swap and interest rate swap derivatives are accounted for as cash flow hedges under ASC 815, Derivatives and Hedging.

During the six months ended December 31, 2023, the Company settled its hedges and derivatives related to the 2019 Credit facility and the 2012 U.S. private placement - USD portion - tranche 3. A gain of $5 million was recognized in Other, net related to the settlement of cross-currency interest rate swap derivatives for which hedge accounting was previously discontinued, and a gain of $7 million was recognized within Interest expense, net related to the remaining net derivative gains in Accumulated other comprehensive loss.

The Company formally designates qualifying derivatives as hedge relationships and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.

Derivatives are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:


	Balance Sheet Classification	As of December 31, 2023		As of June 30, 2023
		(in millions)
Interest rate derivatives - cash flow hedges	Other current assets	$	13	$	21
Foreign currency derivatives - cash flow hedges	Other current assets	—		2



Cross currency interest rate derivatives(a)	Other current assets	—		1
Interest rate derivatives - cash flow hedges	Other non-current assets	12		20
Cross-currency interest rate derivatives - fair value hedges	Other non-current assets	—		9

Cross-currency interest rate derivatives(a)	Other non-current assets	—		36

Foreign currency derivatives - cash flow hedges	Other current liabilities	(1)		—
Cross-currency interest rate derivatives - fair value hedges	Other current liabilities	—		(1)
Cross-currency interest rate derivatives(a)	Other current liabilities	—		(2)
Interest rate derivatives - cash flow hedges	Other non-current liabilities	(5)		—
Cross-currency interest rate derivatives - cash flow hedges	Other non-current liabilities	(3)		—

(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Cash flow hedges

The Company utilizes a combination of interest rate derivatives, foreign currency derivatives and cross-currency interest rate derivatives to mitigate currency exchange rate risk and interest rate risk in relation to future interest and principal payments and payments for customer premise equipment, certain programming rights, product development costs and inventory purchases.

The total notional value of interest rate swap derivatives designated for hedging was approximately $491 million and A$610 million as of December 31, 2023 for News Corporation and Foxtel Debt Group borrowings, respectively. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2027. As of December 31, 2023, the Company estimates that approximately $13 million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.

The total notional value of foreign currency contract derivatives designated for hedging was $63 million as of December 31, 2023. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than one year. As of December 31, 2023, the Company estimates that approximately $1 million of net derivative losses related to its foreign currency contract derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.

The total notional value of cross-currency interest rate swap derivatives designated for hedging was approximately $49 million as of December 31, 2023. The maximum hedged term over which the Company is hedging exposure to variability in interest and principal payments is to July 2027. As of December 31, 2023, the Company estimates that approximately nil of net derivative gains related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.

The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three and six months ended December 31, 2023 and 2022 for both derivatives designated as cash flow hedges that continue to be highly effective and derivatives initially designated as cash flow hedges but for which hedge accounting was discontinued as of December 31, 2020:

Gains (losses) recognized in Accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022, by derivative instrument:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions)
Interest rate derivatives - cash flow hedges	$	(14)	$	(1)	$	(7)	$	21
Foreign currency derivatives - cash flow hedges	(2)		(2)		—		(1)
Cross-currency interest rate derivatives - cash flow hedges	(3)		—		(3)		—

Total	$	(19)	$	(3)	$	(10)	$	20

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Gains) losses reclassified from Accumulated other comprehensive loss into the Statements of Operations for the three and six months ended December 31, 2023 and 2022, by derivative instrument:


	Income Statement Classification	For the three months ended December 31,				For the six months ended December 31,
		2023		2022		2023		2022
		(in millions)
Interest rate derivatives - cash flow hedges	Interest expense, net	$	(4)	$	(3)	$	(14)	$	(3)
Foreign currency derivatives - cash flow hedges	Operating expenses	(2)		1		(2)		—
Cross-currency interest rate derivatives - cash flow hedges	Interest expense, net	3		—		3		—
Cross-currency interest rate derivatives(a)	Interest expense, net	—		(1)		(1)		(1)
Total		$	(3)	$	(3)	$	(14)	$	(4)

(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.

The amounts recognized in Other, net in the Statements of Operations resulting from the changes in fair value of cross-currency interest rate derivatives that were discontinued as cash flow hedges due to hedge ineffectiveness as of December 31, 2020 was a gain of approximately nil and $3 million for the three and six months ended December 31, 2023, respectively, and a loss of approximately $1 million and a gain of approximately $2 million for the three and six months ended December 31, 2022, respectively.

Other Fair Value Measurements

As of December 31, 2023, the carrying value of the Company’s outstanding borrowings approximates the fair value. The 2022 Senior Notes and the 2021 Senior Notes are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.

NOTE 8. EARNINGS (LOSS) PER SHARE

The following table set forth the computation of basic and diluted earnings (loss) per share under ASC 260, Earnings per Share:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions, except per share amounts)
Net income	$	183	$	94	$	241	$	160
Net income attributable to noncontrolling interests	(27)		(27)		(55)		(53)
Net income attributable to News Corporation stockholders	$	156	$	67	$	186	$	107
Weighted-average number of shares of common stock outstanding - basic	571.9		576.0		572.1		578.7
Dilutive effect of equity awards	1.6		1.8		1.7		1.8
Weighted-average number of shares of common stock outstanding - diluted	573.5		577.8		573.8		580.5
Net income attributable to News Corporation stockholders per share - basic	$	0.27	$	0.12	$	0.33	$	0.18
Net income attributable to News Corporation stockholders per share - diluted	$	0.27	$	0.12	$	0.32	$	0.18

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. As a result of entering into the 2024 Foxtel Credit Facility, the 2024 REA Credit Facility and the 2024 Subsidiary Facility during the six months ended December 31, 2023, the Company has presented its commitments associated with its borrowings and the related interest payments in the table below.


	As of December 31, 2023
	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Borrowings(a)	$	3,029	$	36	$	694	$	799	$	1,500
Interest payments on borrowings(b)	686		155		269		153		109

(a)See Note 5—Borrowings.

(b)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at December 31, 2023. Such rates are subject to change in future periods.

The Company’s other commitments as of December 31, 2023 have not changed significantly from the disclosures included in the 2023 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is 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. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.

News America Marketing

In May 2020, the Company sold its News America Marketing business. In the transaction, the Company retained certain liabilities, including those arising from the legal proceeding with Insignia Systems, Inc. (“Insignia”). In July 2019, Insignia filed a complaint in the U.S. District Court for the District of Minnesota against News America Marketing FSI L.L.C., News America Marketing In-Store Services L.L.C. and News Corporation alleging violations of federal and state antitrust laws and common law business torts. The complaint sought treble damages, injunctive relief and attorneys’ fees and costs. In July 2022, the parties agreed to settle the litigation and Insignia’s claims were dismissed with prejudice.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

HarperCollins

Beginning in February 2021, a number of purported class action complaints have been filed in the U.S. District Court for the Southern District of New York (the “N.Y. District Court”) against Amazon.com, Inc. (“Amazon”) and certain publishers, including the Company’s subsidiary, HarperCollins Publishers, L.L.C. (“HarperCollins” and together with the other publishers, the “Publishers”), alleging violations of antitrust and competition laws. The complaints seek treble damages, injunctive relief and attorneys’ fees and costs. In September 2022, the N.Y. District Court granted Amazon and the Publishers’ motions to dismiss the complaints but gave the plaintiffs leave to amend. The plaintiffs filed amended complaints in both cases in November 2022, and in January 2023, Amazon and the Publishers filed motions to dismiss the amended complaints. In August 2023, the N.Y. District Court dismissed the complaints in one of the cases with prejudice. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, HarperCollins believes it has been compliant with applicable laws and intends to defend itself vigorously.

U.K. Newspaper Matters

Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.

In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as part of the separation of FOX Corporation (“FOX”) from 21st Century Fox, the Company, News Corp Holdings UK & Ireland, 21st Century Fox and FOX entered into a Partial Assignment and Assumption Agreement, pursuant to which, among other things, 21st Century Fox assigned, conveyed and transferred to FOX all of its indemnification obligations with respect to the U.K. Newspaper Matters.

The net expense related to the U.K. Newspaper Matters in Selling, general and administrative was $2 million and $3 million for the three months ended December 31, 2023 and 2022, respectively, and $5 million and $9 million for the six months ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $81 million. The amount to be indemnified by FOX of approximately $89 million was recorded as a receivable in Other current assets on the Balance Sheet as of December 31, 2023. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.

The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.

NOTE 10. INCOME TAXES

At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended December 31, 2023, the Company recorded income tax expense of $94 million on pre-tax income of $277 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the six months ended December 31, 2023, the Company recorded income tax expense of $131 million on pre-tax income of $372 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the three months ended December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate.The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the six months ended December 31, 2022, the Company recorded income tax expense of $96 million on pre-tax income of $256 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that certain deferred tax assets may not be realized and therefore, a valuation allowance has been established against those tax assets.

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing an audit with the Internal Revenue Service for the fiscal year ended June 30, 2018, as well as audits with certain U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and its liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.

The Inflation Reduction Act (“IRA”), which was signed into law on August 16, 2022, imposes a 15% corporate minimum tax on corporations with over $1 billion of financial statement income. The Company has evaluated the relevant provisions of IRA along with guidance issued by the U.S. Treasury Department and is not expected to be subject to the corporate minimum tax.

The Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) has been working to develop an agreement on a two-pillar approach to help address tax challenges arising from taxation of the digital economy. The two-pillar approach seeks to (1) allocate profits to market jurisdictions (“Pillar One”), and (2) ensure multinational enterprises pay a minimum level of tax regardless of where they are headquartered or where they operate (“Pillar Two”).

Pillar One targets multinational groups with global revenue exceeding 20 billion Euros and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate their profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, the Company does not expect to be subject to Pillar One taxes.

Pillar Two establishes a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros. On December 15, 2022, European Union Member States unanimously adopted a directive implementing the global minimum tax rules of Pillar Two requiring members to enact the directive into their national laws which are expected to begin going into effect for tax years beginning on or after January 1, 2024. The majority of the EU countries and the U.K. enacted the Pillar Two legislation in 2023. The Company is currently evaluating the potential impact of the Pillar Two global minimum tax proposals on its consolidated financial statements and related disclosures.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company paid gross income taxes of $74 million and $81 million during the six months ended December 31, 2023 and 2022, respectively, and received tax refunds of $9 million and $1 million, respectively.

NOTE 11. SEGMENT INFORMATION

The Company manages and reports its businesses in the following six segments:

•Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.

Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM and AdvantageSM Pro products as well as its referral-based services, ReadyConnect ConciergeSM and UpNest. Move also offers online tools and services to do-it-yourself landlords and tenants.

•Subscription Video Services—The Company’s Subscription Video Services segment provides sports, entertainment and news services to pay-TV and streaming subscribers and other commercial licensees via satellite and internet distribution and consists of (i) the Company’s 65% interest in the Foxtel Group (with the remaining 35% interest held by Telstra, an ASX-listed telecommunications company) and (ii) Australian News Channel (“ANC”). The Foxtel Group is the largest Australian-based subscription television provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s Kayo Sports streaming service offer the leading sports programming content in Australia, with broadcast rights to live sporting events including: National Rugby League, Australian Football League, Cricket Australia and various motorsports programming. The Foxtel Group’s other streaming services include BINGE, its entertainment streaming service, and Foxtel Now, a streaming service that provides access across Foxtel’s live and on-demand content.

ANC operates the SKY NEWS network, Australia’s 24-hour multi-channel, multi-platform news service. ANC channels are distributed throughout Australia and New Zealand and available on Foxtel and Sky Network Television NZ. ANC also owns and operates the international Australia Channel IPTV service and offers content across a variety of digital media platforms, including web, mobile and third party providers.

•Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy (which includes OPIS), a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and authors and a significant Christian publishing business.

•News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., TalkTV in the U.K. and Storyful, a social media content agency.

•Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters.

Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses. Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segment information is summarized as follows:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions)
Revenues:
Digital Real Estate Services	$	419	$	386	$	822	$	807
Subscription Video Services	470		462		956		964
Dow Jones	584		563		1,121		1,078
Book Publishing	550		531		1,075		1,018
News Media	563		579		1,111		1,132
Other	—		—		—		—
Total revenues	$	2,586	$	2,521	$	5,085	$	4,999
Segment EBITDA:
Digital Real Estate Services	$	147	$	128	$	269	$	247
Subscription Video Services	77		90		170		201
Dow Jones	163		139		287		252
Book Publishing	85		51		150		90
News Media	52		59		66		77
Other	(51)		(58)		(105)		(108)
Depreciation and amortization	(179)		(174)		(350)		(353)
Impairment and restructuring charges	(13)		(19)		(51)		(40)
Equity losses of affiliates	(1)		(29)		(3)		(33)
Interest expense, net	(25)		(26)		(48)		(53)
Other, net	22		(6)		(13)		(24)
Income before income tax expense	277		155		372		256
Income tax expense	(94)		(61)		(131)		(96)
Net income	$	183	$	94	$	241	$	160


	As of December 31, 2023		As of June 30, 2023
	(in millions)
Total assets:
Digital Real Estate Services	$	3,073	$	2,942
Subscription Video Services	2,633		2,812
Dow Jones	4,178		4,305
Book Publishing	2,731		2,629
News Media	1,966		2,023
Other(a)	1,676		1,783
Investments	424		427
Total assets	$	16,681	$	16,921

(a)The Other segment primarily includes Cash and cash equivalents.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	As of December 31, 2023		As of June 30, 2023
	(in millions)
Goodwill and intangible assets, net:
Digital Real Estate Services	$	1,826	$	1,779
Subscription Video Services	1,288		1,288
Dow Jones	3,273		3,298
Book Publishing	942		958
News Media	308		306
Total Goodwill and intangible assets, net	$	7,637	$	7,629

NOTE 12. ADDITIONAL FINANCIAL INFORMATION

Receivables, net

Receivables are presented net of allowances, which reflect the Company’s expected credit losses based on historical experience as well as current and expected economic conditions.

Receivables, net consist of:


	As of December 31, 2023		As of June 30, 2023
	(in millions)
Receivables	$	1,579	$	1,482
Less: allowances	(63)		(57)
Receivables, net	$	1,516	$	1,425

Other Non-Current Assets

The following table sets forth the components of Other non-current assets:


	As of December 31, 2023		As of June 30, 2023
	(in millions)
Royalty advances to authors	$	384	$	376
Retirement benefit assets	141		134
Inventory(a)	236		267
News America Marketing deferred consideration	164		157
Other	395		407
Total Other non-current assets	$	1,320	$	1,341

(a)Primarily consists of the non-current portion of programming rights.

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Current Liabilities

The following table sets forth the components of Other current liabilities:


	As of December 31, 2023		As of June 30, 2023
	(in millions)
Royalties and commissions payable	$	242	$	206
Current operating lease liabilities	111		112
Allowance for sales returns	155		154
Current tax payable	11		16

Other	359		465
Total Other current liabilities	$	878	$	953

Other, net

The following table sets forth the components of Other, net:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
	(in millions)
Remeasurement of equity securities	$	13	$	(11)	$	(10)	$	(14)
Dividends received from equity security investments	1		2		3		4

Gain on remeasurement of previously-held interest	—		—		4		—
Other	8		3		(10)		(14)
Total Other, net	$	22	$	(6)	$	(13)	$	(24)

Supplemental Cash Flow Information

The following table sets forth the Company’s cash paid for taxes and interest:


	For the six months ended December 31,
	2023		2022
	(in millions)
Cash paid for interest	$	51	$	54
Cash paid for taxes	$	74	$	81

NOTE 13. SUBSEQUENT EVENTS

Dividend declaration

In February 2024, the Company’s Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend is payable on April 10, 2024 to stockholders of record as of March 13, 2024.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This document, including the following discussion and analysis, contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives, including announced headcount reductions, and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A. in News Corporation’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 15, 2023 (the “2023 Form 10-K”), and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the unaudited consolidated financial statements of News Corporation and related notes set forth elsewhere herein and the audited consolidated financial statements of News Corporation and related notes set forth in the 2023 Form 10-K.

INTRODUCTION

The unaudited consolidated financial statements are referred to herein as the “Consolidated Financial Statements.” The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.” The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

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 Businesses—This section provides a general description of the Company’s businesses, as well as developments that occurred to date during fiscal 2024 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 six months ended December 31, 2023 and 2022. This analysis is presented on both a consolidated basis and a segment basis. Supplemental revenue information is also included for reporting units within certain segments and is presented on a gross basis, before eliminations in consolidation. 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 six months ended December 31, 2023 and 2022, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of December 31, 2023.

Table of Contents

OVERVIEW OF THE COMPANY’S BUSINESSES

The Company manages and reports its businesses in the following six segments:

•Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and authors and a significant Christian publishing business.

Table of Contents

•Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters (as defined in Note 9—Commitments and Contingencies to the Consolidated Financial Statements).

Other Business Developments

Announced Headcount Reduction

In response to the macroeconomic challenges facing many of the Company’s businesses, the Company implemented a number of cost savings initiatives, including the 5% headcount reduction announced in February 2023. The Company has notified substantially all of the affected employees and recognized associated cash restructuring charges of approximately $106 million through December 31, 2023. Based on the actions taken, the Company expects to generate annualized gross cost savings of at least $160 million, the majority of which will be reflected in fiscal 2024. See Note 3—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

Proposed Combination of U.K. Printing Operations

In October 2023, News UK and DMG Media announced a proposed arrangement to combine certain printing operations of both companies within a separate joint venture. The Company believes this proposal would help improve the efficiency of News UK and DMG Media’s print operations and establish a sustainable business model for national newspaper printing in the U.K. The proposed arrangement is subject to regulatory approval, and each company’s print operations will remain separate until approval is granted.

Table of Contents

RESULTS OF OPERATIONS

Results of Operations—For the three and six months ended December 31, 2023 versus the three and six months ended December 31, 2022

The following table sets forth the Company’s operating results for the three and six months ended December 31, 2023 as compared to the three and six months ended December 31, 2022:


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	1,119	$	1,085	$	34	3	%	$	2,248	$	2,196	$	52	2	%
Advertising	438		464		(26)		(6)	%	829		870		(41)		(5)	%
Consumer	527		512		15		3	%	1,029		979		50		5	%
Real estate	327		301		26		9	%	638		624		14		2	%
Other	175		159		16		10	%	341		330		11		3	%
Total Revenues	2,586		2,521		65		3	%	5,085		4,999		86		2	%
Operating expenses	(1,281)		(1,294)		13		1	%	(2,554)		(2,567)		13		1	%
Selling, general and administrative	(832)		(818)		(14)		(2)	%	(1,694)		(1,673)		(21)		(1)	%
Depreciation and amortization	(179)		(174)		(5)		(3)	%	(350)		(353)		3		1	%
Impairment and restructuring charges	(13)		(19)		6		32	%	(51)		(40)		(11)		(28)	%
Equity losses of affiliates	(1)		(29)		28		97	%	(3)		(33)		30		91	%
Interest expense, net	(25)		(26)		1		4	%	(48)		(53)		5		9	%
Other, net	22		(6)		28		**		(13)		(24)		11		46	%
Income before income tax expense	277		155		122		79	%	372		256		116		45	%
Income tax expense	(94)		(61)		(33)		(54)	%	(131)		(96)		(35)		(36)	%
Net income	183		94		89		95	%	241		160		81		51	%
Net income attributable to noncontrolling interests	(27)		(27)		—		—	%	(55)		(53)		(2)		(4)	%
Net income attributable to News Corporation stockholders	$	156	$	67	$	89	**		$	186	$	107	$	79	74	%

** not meaningful

Revenues— Revenues increased $65 million, or 3%, and $86 million, or 2%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.

The revenue increase for the three months ended December 31, 2023 was primarily driven by increases at the Digital Real Estate Services segment due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move primarily due to the continued impact of the macroeconomic environment on the U.S. housing market, at the Dow Jones segment primarily due to higher professional information business revenues and at the Book Publishing segment due to higher digital sales and improved returns in the U.S. primarily driven by recovering consumer demand industry-wide and the absence of some logistical constraints at Amazon. The increases were partially offset by lower revenues at the News Media segment primarily due to lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Table of Contents

The revenue increase for the six months ended December 31, 2023 was primarily driven by the increase at the Book Publishing segment due to higher digital and physical book sales and improved returns in the U.S. primarily driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year, at the Dow Jones segment due to higher professional information business revenues and at the Digital Real Estate Services segment due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move primarily due to the continued impact of the macroeconomic environment on the U.S. housing market. These increases were partially offset by lower advertising revenues at the News Media segment. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $1 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S. dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

Operating expenses— Operating expenses decreased $13 million, or 1%, for both the three and six months ended December 31, 2023 as compared to the corresponding periods of fiscal 2023.

The decrease in operating expenses for the three months ended December 31, 2023 was primarily driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures and at the News Media segment primarily due to lower production costs at News UK driven by lower print volume and newsprint prices. These decreases were partially offset by higher expenses at the Subscription Video Services segment primarily due to higher sports programming rights costs due to contractual increases. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $8 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

The decrease in operating expenses for the six months ended December 31, 2023 was primarily driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures and at the News Media segment primarily due to lower production at News UK driven by lower print volume and newsprint prices. These decreases were partially offset by higher expenses at the Subscription Video Services segment primarily driven by higher sports programming rights costs due to contractual increases. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $5 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Selling, general and administrative— Selling, general and administrative increased $14 million, or 2%, and $21 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.

The increase in Selling, general and administrative for the three months ended December 31, 2023 was primarily driven by higher expenses at the Digital Real Estate Services segment primarily due to higher employee costs and broker commissions at REA Group and at the Book Publishing segment primarily due to higher employee costs. These increases were partially offset by the decrease at the Subscription Video Services segment due to lower technology and marketing costs and the absence of $6 million of one-time costs related to the professional fees incurred by the Special Committee and the Company in connection with evaluating the proposal from the Murdoch Family Trust in the prior year. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $5 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Table of Contents

The increase in Selling, general and administrative for the six months ended December 31, 2023 was primarily driven by higher expenses at the Book Publishing segment primarily due to higher employee costs and at the Digital Real Estate Services segment primarily due to higher employee costs and broker commissions at REA Group, partially offset by lower expenses at the Subscription Video Services segment primarily driven by lower marketing and technology costs and the absence of $6 million of one-time costs related to the professional fees incurred by the Special Committee and the Company in connection with evaluating the proposal from the Murdoch Family Trust in the prior year. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $2 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Depreciation and amortization— Depreciation and amortization expense increased $5 million, or 3%, and decreased $3 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a depreciation and amortization expense decrease of $1 million and $4 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.

Impairment and restructuring charges— During the three and six months ended December 31, 2023, the Company recognized non-cash impairment charges of $1 million and $22 million, respectively, at the News Media segment related to the write-down of fixed assets associated with the proposed combination of certain U.K. printing operations with those of a third party.

During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $10 million and $27 million, respectively. During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively.

See Note 3—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

Equity losses of affiliates— Equity losses of affiliates decreased by $28 million and $30 million for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023, primarily due to the absence of losses from an investment in an Australian sports wagering venture recognized during the three and six months ended December 31, 2022. See Note 4—Investments in the accompanying Consolidated Financial Statements.

Interest expense, net— Interest expense, net decreased by $1 million, or 4%, and $5 million, or 9%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023, primarily driven by higher interest income as a result of higher interest rates on cash balances. See Note 5—Borrowings and Note 7—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net— Other, net increased by $28 million and $11 million for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023. See Note 12—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense— For the three months ended December 31, 2023, the Company recorded income tax expense of $94 million on pre-tax income of $277 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the three months ended December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

Table of Contents

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, these liabilities may need to be adjusted as new information becomes known and as tax examinations continue to progress, or as settlements or litigations occur. See Note 10—Income Taxes in the accompanying Consolidated Financial Statements.

Net income— Net income for the three and six months ended December 31, 2023 was $183 million and $241 million, respectively, compared to net income of $94 million and $160 million for the corresponding periods of fiscal 2023.

Net income for the three months ended December 31, 2023 increased by $89 million, or 95%, as compared to the corresponding period of fiscal 2023, primarily driven by higher Total Segment EBITDA, higher Other, net and lower losses from equity affiliates, partially offset by higher income tax expense.

Net income for the six months ended December 31, 2023 increased by $81 million, or 51%, as compared to the corresponding period of fiscal 2023, primarily driven by higher Total Segment EBITDA, lower losses from equity affiliates and higher Other, net, partially offset by higher income tax expense and impairment and restructuring charges.

Net income attributable to noncontrolling interests— Net income attributable to noncontrolling interests was flat and increased by $2 million, or 4%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.

Segment Analysis

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), 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 and restructuring charges, which are significant components in assessing the Company’s financial performance. The Company believes that the presentation of Total Segment EBITDA provides useful information regarding the Company’s operations and other factors that affect the Company’s reported results. Specifically, the Company believes that by excluding certain one-time or non-cash items such as impairment and restructuring charges and depreciation and amortization, as well as potential distortions between periods caused by factors such as financing and capital structures and changes in tax positions or regimes, the Company provides users of its consolidated financial statements with insight into both its core operations as well as the factors that affect reported results between periods but which the Company believes are not representative of its core business. As a result, users of the Company’s consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods.

Table of Contents

The following table reconciles Net income to Total Segment EBITDA for the three and six months ended December 31, 2023 and 2022:


	For the three months ended December 31,				For the six months ended December 31,
	2023		2022		2023		2022
(in millions)
Net income	$	183	$	94	$	241	$	160
Add:
Income tax expense	94		61		131		96
Other, net	(22)		6		13		24
Interest expense, net	25		26		48		53
Equity losses of affiliates	1		29		3		33
Impairment and restructuring charges	13		19		51		40
Depreciation and amortization	179		174		350		353
Total Segment EBITDA	$	473	$	409	$	837	$	759

The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and six months ended December 31, 2023 and 2022:


	For the three months ended December 31,
	2023				2022
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Digital Real Estate Services	$	419	$	147	$	386	$	128
Subscription Video Services	470		77		462		90
Dow Jones	584		163		563		139
Book Publishing	550		85		531		51
News Media	563		52		579		59
Other	—		(51)		—		(58)
Total	$	2,586	$	473	$	2,521	$	409


	For the six months ended December 31,
	2023				2022
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Digital Real Estate Services	$	822	$	269	$	807	$	247
Subscription Video Services	956		170		964		201
Dow Jones	1,121		287		1,078		252
Book Publishing	1,075		150		1,018		90
News Media	1,111		66		1,132		77
Other	—		(105)		—		(108)
Total	$	5,085	$	837	$	4,999	$	759

Table of Contents

Digital Real Estate Services (16% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	2	$	3	$	(1)	(33)	%	$	5	$	6	$	(1)	(17)	%
Advertising	32		33		(1)		(3)	%	67		68		(1)		(1)	%
Real estate	327		301		26		9	%	638		624		14		2	%
Other	58		49		9		18	%	112		109		3		3	%
Total Revenues	419		386		33		9	%	822		807		15		2	%
Operating expenses	(47)		(51)		4		8	%	(96)		(108)		12		11	%
Selling, general and administrative	(225)		(207)		(18)		(9)	%	(457)		(452)		(5)		(1)	%
Segment EBITDA	$	147	$	128	$	19	15	%	$	269	$	247	$	22	9	%

For the three months ended December 31, 2023, revenues at the Digital Real Estate Services segment increased $33 million, or 9%, as compared to the corresponding period of fiscal 2023. Revenues at REA Group increased $52 million, or 22%, to $292 million for the three months ended December 31, 2023 from $240 million in the corresponding period of fiscal 2023, primarily driven by higher Australian residential revenues due to price increases, increased depth penetration, favorable geographic mix and growth in national listings and higher financial services revenue, partially offset by the $3 million, or 1%, negative impact of foreign currency fluctuations. Revenues at Move decreased $19 million, or 13%, to $127 million for the three months ended December 31, 2023 from $146 million in the corresponding period of fiscal 2023, primarily driven by the continued impact of the macroeconomic environment on the housing market, including higher interest rates. The market downturn resulted in lower lead volumes, which decreased 7%, and lower transaction volumes. These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.

For the three months ended December 31, 2023, Segment EBITDA at the Digital Real Estate Services segment increased $19 million, or 15%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, which was partially offset by the adverse impact from Move. The contribution from REA Group increased due to the higher revenues discussed above, partially offset by higher employee costs and broker commissions and the $2 million, or 1%, negative impact of foreign currency fluctuations. The adverse impact from Move was due to the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.

For the six months ended December 31, 2023, revenues at the Digital Real Estate Services segment increased $15 million, or 2%, as compared to the corresponding period of fiscal 2023. Revenues at REA Group increased $61 million, or 12%, to $553 million for the six months ended December 31, 2023 from $492 million in the corresponding period of fiscal 2023, primarily driven by higher Australian residential revenues due to price increases, increased depth penetration and growth in national listings and higher financial services revenue, partially offset by the $14 million, or 3%, negative impact of foreign currency fluctuations. Revenues at Move decreased $46 million, or 15%, to $269 million for the six months ended December 31, 2023 from $315 million in the corresponding period of fiscal 2023, primarily driven by the continued impact of the macroeconomic environment on the housing market, including higher interest rates. The market downturn resulted in lower lead volumes, which decreased 9%, and lower transaction volumes. These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.

For the six months ended December 31, 2023, Segment EBITDA at the Digital Real Estate Services segment increased $22 million, or 9%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, which was partially offset by the adverse impact from Move. The contribution from REA Group increased due to the higher revenues discussed above, partially offset by higher employee costs and broker commissions and the $7 million, or 3%, negative impact of foreign currency fluctuations. The adverse impact from Move was due to the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.

Table of Contents

Subscription Video Services (19% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	404	$	405	$	(1)	—	%	$	819	$	830	$	(11)	(1)	%
Advertising	51		47		4		9	%	113		111		2		2	%
Other	15		10		5		50	%	24		23		1		4	%
Total Revenues	470		462		8		2	%	956		964		(8)		(1)	%
Operating expenses	(323)		(292)		(31)		(11)	%	(632)		(598)		(34)		(6)	%
Selling, general and administrative	(70)		(80)		10		13	%	(154)		(165)		11		7	%
Segment EBITDA	$	77	$	90	$	(13)	(14)	%	$	170	$	201	$	(31)	(15)	%

For the three months ended December 31, 2023, revenues at the Subscription Video Services segment increased $8 million, or 2%, as compared to the corresponding period of fiscal 2023. Streaming revenues increased $13 million, primarily due to increased volume and pricing at Kayo and BINGE, despite a more difficult Summer sports season and inflationary pressures. The increase in streaming revenues more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers and the negative impact of foreign currency fluctuations. Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the three months ended December 31, 2023 as compared to 26% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $6 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

For the three months ended December 31, 2023, Segment EBITDA decreased $13 million, or 14%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $10 million of costs related to the upcoming launch of Hubbl and the $1 million, or 1%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above, lower technology and marketing costs and gross cost savings related to the announced 5% headcount reduction initiative.

For the six months ended December 31, 2023, revenues at the Subscription Video Services segment decreased $8 million, or 1%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations. Streaming revenues increased $35 million, primarily due to increased volume and pricing at Kayo and BINGE, despite a more difficult Summer sports season and inflationary pressures. The increase in streaming revenues more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers. Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the six months ended December 31, 2023 as compared to 26% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $27 million, or 3%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

For the six months ended December 31, 2023, Segment EBITDA decreased $31 million, or 15%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $10 million of costs related to the upcoming launch of Hubbl and the $5 million, or 2%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above, lower marketing and technology costs and gross cost savings related to the announced 5% headcount reduction initiative.

Table of Contents

The following tables provide information regarding certain key performance indicators for the Foxtel Group, the primary reporting unit within the Subscription Video Services segment, as of and for the three and six months ended December 31, 2023 and 2022 (see the Company’s 2023 Form 10-K for further detail regarding these performance indicators):


	As of December 31,
	2023	2022
	(in 000's)
Broadcast Subscribers
Residential(a)	1,273	1,401
Commercial(b)	232	230
Streaming Subscribers (Total (Paid))(c)
Kayo	1,183 (1,173 paid)	1,136 (1,126 paid)
BINGE	1,503 (1,471 paid)	1,439 (1,375 paid)
Foxtel Now	155 (150 paid)	183 (177 paid)


Total Subscribers (Total (Paid))(d)	4,365 (4,317 paid)	4,414 (4,329 paid)


	For the three months ended December 31,		For the six months ended December 31,
	2023	2022	2023	2022
Broadcast ARPU(e)	A$86 (US$56)	A$83 (US$55)	A$85 (US$56)	A$83 (US$56)
Broadcast Subscriber Churn(f)	12.9%	12.9%	12.2%	13.6%

(a) Subscribing households throughout Australia as of December 31, 2023 and 2022.

(b) Commercial subscribers throughout Australia as of December 31, 2023 and 2022. Commercial subscribers are calculated as residential equivalent business units and are derived by dividing total recurring revenue from these subscribers by an estimated average Broadcast ARPU which is held constant through the year.

(c) Total and Paid subscribers for the applicable streaming service as of December 31, 2023 and 2022. Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.

(d) Total subscribers consists of Foxtel Group’s broadcast and streaming services listed above and its news aggregation streaming service.

(e) Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three and six months ended December 31, 2023 and 2022.

(f) Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three and six months ended December 31, 2023 and 2022. Broadcast subscriber churn represents the number of residential subscribers whose service is disconnected, expressed as a percentage of the average total number of residential subscribers, presented on an annual basis.

Table of Contents

Dow Jones (22% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	441	$	417	$	24	6	%	$	877	$	831	$	46	6	%
Advertising	126		131		(5)		(4)	%	217		225		(8)		(4)	%
Other	17		15		2		13	%	27		22		5		23	%
Total Revenues	584		563		21		4	%	1,121		1,078		43		4	%
Operating expenses	(234)		(240)		6		3	%	(469)		(470)		1		—	%
Selling, general and administrative	(187)		(184)		(3)		(2)	%	(365)		(356)		(9)		(3)	%
Segment EBITDA	$	163	$	139	$	24	17	%	$	287	$	252	$	35	14	%

For the three months ended December 31, 2023, revenues at the Dow Jones segment increased $21 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher professional information business revenues. Digital revenues at the Dow Jones segment represented 78% of total revenues for the three months ended December 31, 2023, as compared to 76% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $3 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

For the six months ended December 31, 2023, revenues at the Dow Jones segment increased $43 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher professional information business revenues. Digital revenues at the Dow Jones segment represented 79% of total revenues for the six months ended December 31, 2023, as compared to 77% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $7 million, or 1%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Circulation and subscription revenues


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Circulation and subscription revenues:
Circulation and other	$	231	$	231	$	—	—	%	$	463	$	466	$	(3)	(1)	%
Risk and Compliance	72		62		10		16	%	142		119		23		19	%
Dow Jones Energy	62		54		8		15	%	123		105		18		17	%
Other information services	76		70		6		9	%	149		141		8		6	%
Professional information business	210		186		24		13	%	414		365		49		13	%
Total circulation and subscription revenues	$	441	$	417	$	24	6	%	$	877	$	831	$	46	6	%

Circulation and subscription revenues increased $24 million, or 6%, during the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Professional information business revenues increased $24 million, or 13%, primarily driven by the $10 million increase in Risk & Compliance revenues due to growth from both corporate and financial customers, the $8 million increase in Dow Jones Energy revenues resulting from price increases and new products and customers and the $6 million increase in Other information services revenues due to higher revenues at Factiva. Circulation and other revenues were flat, as the growth in digital-only subscriptions, primarily at The Wall Street Journal, was offset by print circulation declines. Digital revenues represented 70% of circulation revenue for the three months ended December 31, 2023, as compared to 69% in the corresponding period of fiscal 2023.

Table of Contents

Circulation and subscription revenues increased $46 million, or 6%, during the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Professional information business revenues increased $49 million, or 13%, primarily driven by the $23 million increase in Risk & Compliance revenues due to growth from both financial and corporate customers, the $18 million increase in Dow Jones Energy revenues resulting from price increases, new products and customers and a modest benefit from new events and one-time items and the $8 million increase in Other information services revenues due to higher revenues at Factiva. Circulation and other revenues decreased $3 million, or 1%, driven by print circulation declines and lower content licensing revenues, partially offset by growth in digital-only subscriptions, primarily at The Wall Street Journal. Digital revenues represented 70% of circulation revenue for the six months ended December 31, 2023, as compared to 68% in the corresponding period of fiscal 2023.

The following table summarizes average daily consumer subscriptions during the three months ended December 31, 2023 and 2022 for select publications and for all consumer subscription products:(a)


	For the three months ended December 31(b),
	2023	2022	Change	% Change
(in thousands, except %)			Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)	3,528	3,167	361	11	%
Total subscriptions	4,052	3,780	272	7	%
Barron’s Group(d)
Digital-only subscriptions(c)	1,104	894	210	23	%
Total subscriptions	1,242	1,062	180	17	%
Total Consumer(e)
Digital-only subscriptions(c)	4,746	4,139	607	15	%
Total subscriptions	5,427	4,943	484	10	%

(a)Based on internal data for the periods from October 2, 2023 through December 31, 2023 and October 3, 2022 through January 1, 2023, respectively, with independent verification procedures performed by PricewaterhouseCoopers LLP UK.

(b)Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.

(c)For some publications, including The Wall Street Journal and Barron’s, Dow Jones sells bundled print and digital products. For bundles that provide access to both print and digital products every day of the week, only one unit is reported each day and is designated as a print subscription. For bundled products that provide access to the print product only on specified days and full digital access, one print subscription is reported for each day that a print copy is served and one digital subscription is reported for each remaining day of the week.

(d)Barron’s Group consists of Barron’s, MarketWatch, Financial News and Private Equity News.

(e)Total Consumer consists of The Wall Street Journal, Barron’s Group and Investor’s Business Daily.

Advertising revenues

Advertising revenues decreased $5 million, or 4%, during the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, driven by the $6 million decrease in print advertising revenues primarily due to lower advertising spend within the financial services sector. Digital advertising represented 62% of advertising revenue for the three months ended December 31, 2023, as compared to 59% in the corresponding period of fiscal 2023.

Advertising revenues decreased $8 million, or 4%, during the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, driven by the $8 million decrease in print advertising revenues primarily due to lower advertising spend within the technology and financial services sectors. Digital advertising represented 64% of advertising revenue for the six months ended December 31, 2023, as compared to 61% in the corresponding period of fiscal 2023.

Segment EBITDA

For the three months ended December 31, 2023, Segment EBITDA at the Dow Jones segment increased $24 million, or 17%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative.

Table of Contents

For the six months ended December 31, 2023, Segment EBITDA at the Dow Jones segment increased $35 million, or 14%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative.

Book Publishing (21% and 20% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Consumer	$	527	$	512	$	15	3	%	$	1,029	$	979	$	50	5	%
Other	23		19		4		21	%	46		39		7		18	%
Total Revenues	550		531		19		4	%	1,075		1,018		57		6	%
Operating expenses	(370)		(392)		22		6	%	(736)		(758)		22		3	%
Selling, general and administrative	(95)		(88)		(7)		(8)	%	(189)		(170)		(19)		(11)	%
Segment EBITDA	$	85	$	51	$	34	67	%	$	150	$	90	$	60	67	%

For the three months ended December 31, 2023, revenues at the Book Publishing segment increased $19 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher digital book sales, including Tom Lake by Ann Patchett and Demon Copperhead by Barbara Kingsolver, and improved returns in the U.S., primarily driven by recovering consumer demand industry-wide and the absence of some logistical constraints at Amazon. Digital sales increased by 15% as compared to the corresponding period of fiscal 2023 driven by strong market growth for downloadable audiobook sales as well as the contribution from a new Spotify partnership. Digital sales represented approximately 21% of consumer revenues, as compared to 19% in the corresponding period of fiscal 2023, and backlist sales represented approximately 60% of consumer revenues during the three months ended December 31, 2023, as compared to 57% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $6 million, or 2%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

For the three months ended December 31, 2023, Segment EBITDA at the Book Publishing segment increased $34 million, or 67%, as compared to the corresponding period of fiscal 2023, primarily due to the higher revenues discussed above and lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, partially offset by higher employee costs.

For the six months ended December 31, 2023, revenues at the Book Publishing segment increased $57 million, or 6%, as compared to the corresponding period of fiscal 2023, primarily driven by higher digital and physical book sales, improved returns in the U.S., primarily driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year. Digital sales increased by 9% as compared to the corresponding period of fiscal 2023 driven by strong market growth for downloadable audiobook sales as well as the contribution from a new Spotify partnership. Digital sales represented approximately 22% of consumer revenues, as compared to 21% in the corresponding period of fiscal 2023. Backlist sales represented approximately 60% of consumer revenues during the six months ended December 31, 2023, as compared to 61% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

For the six months ended December 31, 2023, Segment EBITDA at the Book Publishing segment increased $60 million, or 67%, as compared to the corresponding period of fiscal 2023, primarily due to the higher revenues discussed above and lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, partially offset by higher employee costs.

Table of Contents

News Media (22% and 23% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)


	For the three months ended December 31,								For the six months ended December 31,
	2023		2022		Change		% Change		2023		2022		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	272	$	260	$	12	5	%	$	547	$	529	$	18	3	%
Advertising	229		253		(24)		(9)	%	432		466		(34)		(7)	%
Other	62		66		(4)		(6)	%	132		137		(5)		(4)	%
Total Revenues	563		579		(16)		(3)	%	1,111		1,132		(21)		(2)	%
Operating expenses	(307)		(319)		12		4	%	(621)		(633)		12		2	%
Selling, general and administrative	(204)		(201)		(3)		(1)	%	(424)		(422)		(2)		—	%
Segment EBITDA	$	52	$	59	$	(7)	(12)	%	$	66	$	77	$	(11)	(14)	%

Revenues at the News Media segment decreased $16 million, or 3%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Advertising revenues decreased $24 million, or 9%, as compared to the corresponding period of fiscal 2023, primarily driven by lower digital advertising, mainly due to a decline in traffic at some mastheads due to platform related changes, and lower print advertising primarily at News Corp Australia, partially offset by the $5 million, or 2%, positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $12 million, or 5%, as compared to the corresponding period of fiscal 2023, primarily driven by the $7 million, or 3%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth across key mastheads, partially offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 2%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Segment EBITDA at the News Media segment decreased by $7 million, or 12%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.

Revenues at the News Media segment decreased $21 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Advertising revenues decreased $34 million, or 7%, as compared to the corresponding period of fiscal 2023, primarily driven by lower print advertising at News Corp Australia and News UK and lower digital advertising, mainly due to a decline in traffic at some mastheads due to platform related changes, partially offset by the $7 million, or 2%, positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $18 million, or 3%, as compared to the corresponding period of fiscal 2023, driven by the $12 million, or 2%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth across key mastheads, partially offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $20 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Segment EBITDA at the News Media segment decreased by $11 million, or 14%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, which includes $4 million of one-time costs at News UK pertaining to the proposed combination of printing operations with DMG Media. The decrease is primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.

News Corp Australia

Revenues were $236 million for the three months ended December 31, 2023, a decrease of $16 million, or 6%, compared to revenues of $252 million in the corresponding period of fiscal 2023. Advertising revenues decreased $17 million, or 15%, due to lower print and digital advertising revenues. Circulation and subscription revenues decreased $1 million due to the $1 million negative impact of foreign currency fluctuations, as print volume declines were offset by cover price increases and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $2 million for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Table of Contents

Revenues were $474 million for the six months ended December 31, 2023, a decrease of $33 million, or 7%, compared to revenues of $507 million in the corresponding period of fiscal 2023. Advertising revenues decreased $28 million, or 13%, due to lower print and digital advertising revenues and the $5 million, or 2%, negative impact of foreign currency fluctuations. Circulation and subscription revenues decreased $6 million, or 3%, due to the $6 million, or 3%, negative impact of foreign currency fluctuations, as print volume declines were offset by cover price increases and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $13 million, or 3%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

News UK

Revenues were $239 million for the three months ended December 31, 2023, an increase of $1 million as compared to revenues of $238 million in the corresponding period of fiscal 2023. Circulation and subscription revenues increased $12 million, or 9%, due to the $8 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreased $7 million, or 8%, due to lower digital and print advertising revenues, partially offset by the $4 million, or 5%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 5%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

Revenues were $467 million for the six months ended December 31, 2023, an increase of $8 million, or 2%, as compared to revenues of $459 million in the corresponding period of fiscal 2023. Circulation and subscription revenues increased $22 million, or 8%, due to the $18 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreased $9 million, or 6%, primarily driven by lower digital and print advertising revenues, partially offset by the $7 million, or 5%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $28 million, or 6%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand. As of December 31, 2023, the Company’s cash and cash equivalents were $1.7 billion. The Company also has available borrowing capacity under its revolving credit facility (the “Revolving Facility”) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired. The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next 12 months, including repayment of indebtedness. Although the Company believes that its cash on hand and future cash from operations, together with its access to the credit and capital markets, will provide adequate resources to fund its operating and financing needs for at least the next 12 months, its access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the financial and operational performance of the Company and/or its operating subsidiaries, as applicable, (ii) the Company’s credit ratings and/or the credit rating of its operating subsidiaries, as applicable, (iii) the provisions of any relevant debt instruments, credit agreements, indentures and similar or associated documents, (iv) the liquidity of the overall credit and capital markets and (v) the state of the economy. There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms.

As of December 31, 2023, the Company’s consolidated assets included $838 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, $214 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.

The principal uses of cash that affect the Company’s liquidity position include the following: operational expenditures including employee costs, paper purchases and programming costs; capital expenditures; income tax payments; investments in associated entities; acquisitions; the repurchase of shares; dividends; and the repayment of debt and related interest. In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.

Table of Contents

Issuer Purchases of Equity Securities

Dividends

Sources and Uses of Cash—For the six months ended December 31, 2023 versus the six months ended December 31, 2022

Net cash provided by operating activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):


	For the six months ended December 31,
	2023		2022
Net cash provided by operating activities	$	305	$	161

Net cash provided by operating activities increased by $144 million for the six months ended December 31, 2023 as compared to the six months ended December 31, 2022. The increase was primarily due to higher Total Segment EBITDA, lower working capital and lower tax payments, partially offset by higher restructuring payments.

Net cash used in investing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):


	For the six months ended December 31,
	2023		2022
Net cash used in investing activities	$	(278)	$	(337)

Net cash used in investing activities decreased by $59 million for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022. During the six months ended December 31, 2023, the Company used $236 million of cash for capital expenditures, of which $82 million related to Foxtel, and $42 million for acquisitions and investments. During the six months ended December 31, 2022, the Company used $217 million of cash for capital expenditures, of which $84 million related to Foxtel, and $107 million for investments and acquisitions.

Table of Contents

Net cash used in financing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):


	For the six months ended December 31,
	2023		2022
Net cash used in financing activities	$	(144)	$	(312)

Net cash used in financing activities was $144 million for the six months ended December 31, 2023, as compared to $312 million for the six months ended December 31, 2022.

During the six months ended December 31, 2023, the Company had $1,044 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Groups’ debt portfolios, dividend payments of $85 million to News Corporation stockholders and REA Group minority stockholders and $56 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program. The net cash used in financing activities was partially offset by new borrowings of $1,049 million primarily related to the refinancings at Foxtel and REA Group and $53 million related to the net settlement of certain hedges which were terminated in connection with the refinancing at Foxtel.

During the six months ended December 31, 2022, the Company had $462 million of borrowing repayments, primarily related to Foxtel’s U.S. private placement senior unsecured notes that matured in July 2022, $178 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $89 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities was partially offset by new borrowings of $407 million related to Foxtel.

Reconciliation of Free Cash Flow and Free Cash Flow Available to News Corporation

Free cash flow and free cash flow available to News Corporation are non-GAAP financial measures. Free cash flow is defined as net cash provided by (used in) operating activities, less capital expenditures, and free cash flow available to News Corporation is defined as free cash flow, less REA Group free cash flow, plus cash dividends received from REA Group. Free cash flow and free cash flow available to News Corporation may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

Neither free cash flow nor free cash flow available to News Corporation represents the total increase or decrease in the cash balance for the period and should be considered in addition to, not as a substitute for, the net change in cash and cash equivalents as presented in the Company’s consolidated statements of cash flows prepared in accordance with GAAP, which incorporates all cash movements during the period.

The Company believes free cash flow provides useful information to management and investors about the Company’s liquidity and cash flow trends. The Company believes free cash flow available to News Corporation, which adjusts free cash flow to exclude REA Group’s free cash flow and include dividends received from REA Group, provides management and investors with a measure of the amount of cash flow that is readily available to the Company, as REA Group is a separately listed public company in Australia and must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company believes free cash flow available to News Corporation provides a more conservative view of the Company’s free cash flow because this presentation includes only that amount of cash the Company actually receives from REA Group, which has generally been lower than the Company’s unadjusted free cash flow.

Table of Contents

The following table presents a reconciliation of net cash provided by operating activities to free cash flow and free cash flow available to News Corporation:


	For the six months ended December 31,
	2023		2022
	(in millions)
Net cash provided by operating activities	$	305	$	161
Less: Capital expenditures	(236)		(217)
Free cash flow	69		(56)
Less: REA Group free cash flow	(134)		(96)
Plus: Cash dividends received from REA Group	44		50
Free cash flow available to News Corporation	$	(21)	$	(102)

Free cash flow in the six months ended December 31, 2023 was $69 million compared to $(56) million in the prior year. Free cash flow available to News Corporation in the six months ended December 31, 2023 was $(21) million compared to $(102) million in the prior year. Free cash flow and Free cash flow available to News Corporation improved primarily due to higher cash provided by operating activities, partially offset by higher capital expenditures, as discussed above.

Borrowings

As of December 31, 2023, the Company, certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”) had total borrowings of $3.0 billion, including the current portion. Both the Foxtel Group and REA Group are consolidated but non wholly-owned subsidiaries of News Corp, and their indebtedness is only guaranteed by members of the Foxtel Debt Group and REA Debt Group, respectively, and is non-recourse to News Corp.

News Corp Borrowings

As of December 31, 2023, the Company had (i) borrowings of $1,974 million, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans and (ii) $750 million of undrawn commitments available under the Revolving Facility.

Foxtel Group Borrowings

As of December 31, 2023, the Foxtel Debt Group had (i) borrowings of approximately $767 million, including the amounts outstanding under the 2024 Foxtel Credit Facility (described below), the 2017 Working Capital Facility and the Telstra Facility (described below) and (ii) total undrawn commitments of A$255 million available under the 2024 Foxtel Credit Facility and 2017 Working Capital Facility.

During the six months ended December 31, 2023, the Foxtel Group refinanced its A$610 million 2019 revolving credit facility, A$250 million term loan facility and tranche 3 of its 2012 U.S. private placement senior unsecured notes with the proceeds of a new A$1.2 billion syndicated credit facility (the “2024 Foxtel Credit Facility”). The 2024 Foxtel Credit Facility consists of three sub-facilities: (i) an A$817.5 million three year revolving credit facility (the “2024 Foxtel Credit Facility — tranche 1”), (ii) a US$48.7 million four year term loan facility (the “ 2024 Foxtel Credit Facility — tranche 2”) and (iii) an A$311.0 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 3”). In addition, the Foxtel Group amended its 2017 Working Capital Facility to extend the maturity to August 2026 and modify the pricing.

Depending on the Foxtel Group’s net leverage ratio, (i) borrowings under the 2024 Foxtel Credit Facility — tranche 1 and 2017 Working Capital Facility bear interest at a rate of the Australian BBSY plus a margin of between 2.35% and 3.60%; (ii) borrowings under the 2024 Foxtel Credit Facility — tranche 2 bear interest at a rate based on a Term SOFR formula, as set forth in the 2024 Foxtel Credit Agreement, plus a margin of between 2.50% and 3.75%; and (iii) borrowings under the 2024 Foxtel Credit Facility — tranche 3 bear interest at a rate of the Australian BBSY plus a margin of between 2.50% and 3.75%. All tranches carry a commitment fee of 45% of the applicable margin on any undrawn balance during the relevant availability period. Tranches 2 and 3 of the 2024 Foxtel Credit Facility amortize on a proportionate basis in an aggregate annual amount equal to A$35 million in each of the first two years following closing and A$40 million in each of the two years thereafter.

Table of Contents

In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness consisting of A$639 million of outstanding principal (excluding capitalized interest) of subordinated shareholder loans as of December 31, 2023. The shareholder loans bear interest at a variable rate of the Australian BBSY plus an applicable margin ranging from 6.30% to 7.75% and mature in December 2027. Amounts outstanding under the shareholder loans are permitted to be repaid if (i) no actual or potential event of default exists both before and immediately after repayment and (ii) the net debt to EBITDA ratio of the Foxtel Debt Group was on the most recent covenant calculation date, and would be immediately after the cash repayment, less than or equal to 2.25 to 1.0. In the three months ended December 31, 2023, the Foxtel Debt Group repaid A$61 million of outstanding principal of shareholder loans. Additionally, the Foxtel Debt Group has an A$170 million subordinated shareholder loan facility with Telstra which can be used to finance cable transmission costs due to Telstra. The Telstra Facility bears interest at a variable rate of the Australian BBSY plus an applicable margin of 7.75% and matures in December 2027. The Company excludes the utilization of the Telstra Facility from the Statements of Cash Flows because it is non-cash.

REA Group Borrowings

As of December 31, 2023, REA Group had (i) borrowings of approximately $271 million, consisting of amounts outstanding under the 2024 REA Credit Facility (described below) and 2024 Subsidiary Facility (described below) and (ii) A$285 million of undrawn commitments available under the 2024 REA Credit Facility and the 2024 Subsidiary Facility.

Table of Contents

During the six months ended December 31, 2023, REA Group also entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”). Proceeds of the 2024 Subsidiary Facility will be used to refinance an existing facility at one of its subsidiaries and to fund its business of providing short-term financing to real estate agents and vendors. Borrowings under the 2024 Subsidiary Facility accrue interest at a rate of the Australian BBSY plus a margin of 1.40% and undrawn balances carry a commitment fee of 40% of the applicable margin. The facility agreement governing the 2024 Subsidiary Facility permits the lender to cancel its commitment and declare all outstanding amounts immediately due and payable after a consultation period in specified circumstances, including if certain key operating measures of its subsidiary fall below the budgeted amount for two consecutive quarters. The agreement also contains certain other customary affirmative and negative covenants and events of default that are similar to those governing the 2024 REA Credit Facility.

All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at December 31, 2023.

See Note 5—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.

Commitments


	As of December 31, 2023
	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Borrowings(a)	$	3,029	$	36	$	694	$	799	$	1,500
Interest payments on borrowings(b)	686		155		269		153		109

(a)See Note 5—Borrowings.

(b)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at December 31, 2023. Such rates are subject to change in future periods.

The Company’s other commitments as of December 31, 2023 have not changed significantly from the disclosures included in the 2023 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 9 to the Consolidated Financial Statements. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is 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. Legal fees associated with litigation and similar proceedings are expensed as incurred. The Company recognizes gain contingencies when the gain becomes realized or realizable. See Note 9—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s 2023 Form 10-K.

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 15(d)-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 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)Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the Company’s second quarter of fiscal 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 9—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors described in the 2023 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of its outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”). The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.

The following table details the Company’s monthly share repurchases during the three months ended December 31, 2023:


	Total Number of Shares Purchased(a)		Average Price Paid Per Share(b)				Total Number of Shares Purchased as Part of Publicly Announced Program	Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program(b)
	Class A	Class B	Class A		Class B
	(in millions, except per share amounts)
October 2, 2023 - October 29, 2023	0.3	0.1	$	20.71	$	21.48	0.4	$	539
October 30, 2023 - December 3, 2023	0.3	0.2	$	21.41	$	22.27	0.5	$	529
December 4, 2023 - December 31, 2023	0.2	0.1	$	22.90	$	23.92	0.3	$	522
Total	0.8	0.4	$	21.52	$	22.35	1.2

(a) The Company has not made any repurchases of Common Stock other than in connection with the publicly announced stock repurchase program described above.

(b) Amounts exclude taxes, fees, commissions or other costs associated with the repurchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Trading Plans

None.

Table of Contents

ITEM 6. 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 the Sarbanes Oxley Act of 2002.**

101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the three and six months ended December 31, 2023 and 2022 (unaudited); (ii) Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2023 and 2022 (unaudited); (iii) Consolidated Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited); (iv) Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (unaudited); and (v) Notes to the Unaudited Consolidated Financial Statements.*

104						The cover page from News Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101).*

* Filed herewith.

** Furnished herewith

Table of Contents

SIGNATURE

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 thereunto duly authorized.


	NEWS CORPORATION (Registrant)

	By:	/s/ Susan Panuccio
		Susan Panuccio Chief Financial Officer

Date: February 8, 2024