16 unchanged sentences
• 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.
−Removed: • 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.
+Added: • Results of Operations —This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2024 and 2023.
This analysis is presented on both a consolidated basis and a segment basis.
1 unchanged sentence
In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.
−Removed: • 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.
+Added: • Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2024 and 2023, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2024.
OVERVIEW OF THE COMPANY’S BUSINESSES
7 unchanged sentences
and primarily operates Realtor.com ® , a premier real estate information, advertising and services platform.
−Removed: Move offers real estate advertising solutions to agents and brokers, including its Connections SM Plus, Market VIP SM and Advantage SM Pro products as well as its referral-based services, ReadyConnect Concierge SM and UpNest.
+Added: Move offers real estate advertising solutions to agents and brokers, including its Connections SM Plus, Market VIP SM and Advantage SM Pro products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling (formerly UpNest).
Move also offers online tools and services to do-it-yourself landlords and tenants.
26 unchanged sentences
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.
−Removed: The Company has notified substantially all of the affected employees and recognized associated cash restructuring charges of approximately $106 million through December 31, 2023.
+Added: The headcount reduction was substantially completed as of December 31, 2023 and the Company recognized associated cash restructuring charges of approximately $106 million.
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.
−Removed: Proposed Combination of U.K.
+Added: Combination of U.K.
Printing Operations
1 unchanged sentence
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.
−Removed: The proposed arrangement is subject to regulatory approval, and each company’s print operations will remain separate until approval is granted.
+Added: The proposed arrangement received regulatory approval in March 2024.
+Added: The joint venture arrangement is expected to be effectuated in the fourth quarter of fiscal 2024.
RESULTS OF OPERATIONS
−Removed: Results of Operations—For the three and six months ended December 31, 2023 versus the three and six months ended December 31, 2022
−Removed: 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:
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: Results of Operations—For the three and nine months ended March 31, 2024 versus the three and nine months ended March 31, 2023
+Added: The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2024 as compared to the three and nine months ended March 31, 2023:
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change %
19 unchanged sentences
** not meaningful
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: primarily driven by recovering consumer demand industry-wide and the absence of some logistical constraints at Amazon.
−Removed: The increases were partially offset by lower revenues at the News Media segment primarily due to lower advertising revenues.
+Added: Revenues — Revenues decreased $24 million, or 1%, and increased $62 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
+Added: The revenue decrease for the three months ended March 31, 2024 was primarily due to decreases at the News Media segment driven by lower advertising revenues primarily at News Corp Australia, at the Subscription Video Services segment primarily due to the negative impact of foreign currency fluctuations and lower residential subscription revenues, partially offset by higher streaming revenues, and at the Book Publishing segment due to lower physical book sales, partially offset by improved returns in the U.S.
+Added: and higher digital book sales.
+Added: The decreases were partially offset by higher revenues at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move driven by the continued impact of the macroeconomic environment on the U.S.
+Added: housing market, and at the Dow Jones segment primarily due to higher professional information business revenues.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue decrease of $21 million, or 1%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: The revenue increase for the nine months ended March 31, 2024 was primarily due to increases at the Dow Jones segment driven by higher professional information business revenues, at the Book Publishing segment primarily due to higher digital book sales and improved returns in the U.S.
+Added: 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, partially offset by lower physical book sales and at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move driven by the continued impact of the macroeconomic environment on the U.S.
housing market.
−Removed: These increases were partially offset by lower advertising revenues at the News Media segment.
+Added: These increases were partially offset by lower revenues at the News Media segment driven by lower advertising revenues primarily at News Corp Australia and at the Subscription Video Services segment primarily due to the negative impact of foreign currency fluctuations.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue decrease of $22 million for the nine months ended March 31, 2024 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Operating expenses — Operating expenses decreased $48 million, or 4%, and $61 million, or 2%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
+Added: The decrease in operating expenses for the three months ended March 31, 2024 was 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.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in an Operating expense decrease of $9 million, or 1%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: The decrease in operating expenses for the nine months ended March 31, 2024 was 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, at the News Media segment driven by lower production costs at News UK due to lower print volume and newsprint prices and at the Digital Real Estate Services segment primarily due to lower employee costs at Move.
+Added: These decreases were partially offset by higher expenses at the Subscription Video Services segment 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in an Operating expense decrease of $4 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Selling, general and administrative — Selling, general and administrative increased $22 million, or 3%, and $43 million, or 2%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
+Added: The increase in Selling, general and administrative for the three months ended March 31, 2024 was primarily due to higher expenses at the Digital Real Estate Services segment driven by higher employee costs at REA Group and increased marketing spend at Move, at the Dow Jones segment primarily due to higher marketing costs and at the Book Publishing segment driven by higher employee costs.
+Added: These increases were partially offset by lower expenses at the Subscription Video Services segment primarily due to lower technology costs.
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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a Selling, general and administrative decrease of $6 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: The increase in Selling, general and administrative for the nine months ended March 31, 2024 was primarily due to higher expenses at the Digital Real Estate Services segment driven by higher employee costs at REA Group and increased marketing spend at Move, at the Book Publishing segment driven by higher employee costs and at the Dow Jones segment driven by increased marketing spend.
+Added: These increases were partially offset by lower expenses at the Subscription Video Services segment primarily due to lower technology costs.
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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a Selling, general and administrative decrease of $4 million for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Depreciation and amortization — Depreciation and amortization expense increased $9 million, or 5%, and $6 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a depreciation and amortization expense decrease of $3 million, or 2%, and $7 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
+Added: Impairment and restructuring charges — During the nine months ended March 31, 2024, the Company recognized non-cash impairment charges of $22 million at the News Media segment related to the write-down of fixed assets associated with the combination of certain U.K.
printing operations with those of a third party.
−Removed: During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $10 million and $27 million, respectively.
−Removed: During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively.
+Added: During the three and nine months ended March 31, 2024, the Company recorded restructuring charges of $35 million and $62 million, respectively.
+Added: During the three and nine months ended March 31, 2023, the Company recorded restructuring charges of $25 million and $65 million, respectively.
See Note 3—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.
−Removed: 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.
+Added: Equity losses of affiliates — Equity losses of affiliates decreased by $8 million and $38 million for the three and nine months ended March 31, 2024, 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 nine months ended March 31, 2023.
See Note 4—Investments in the accompanying Consolidated Financial Statements.
−Removed: 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.
+Added: Interest expense, net — Interest expense, net decreased by $6 million, or 24%, and $11 million, or 14%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023, 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.
−Removed: 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.
+Added: Other, net — Other, net decreased by $24 million and $13 million for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
See Note 12—Additional Financial Information in the accompanying Consolidated Financial Statements.
−Removed: 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.
+Added: Income tax expense — For the three months ended March 31, 2024, the Company recorded income tax expense of $22 million on pre-tax income of $64 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.
−Removed: 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.
+Added: For the nine months ended March 31, 2024, the Company recorded income tax expense of $153 million on pre-tax income of $436 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.
−Removed: 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.
+Added: For the three months ended March 31, 2023, the Company recorded income tax expense of $32 million on pre-tax income of $91 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.
−Removed: 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.
+Added: For the nine months ended March 31, 2023, the Company recorded income tax expense of $128 million on pre-tax income of $347 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.
−Removed: Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.
−Removed: 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.
−Removed: The Company’s tax returns are subject to on-going review and examination by various tax authorities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Net income — Net income for the three and nine months ended March 31, 2024 was $42 million and $283 million, respectively, compared to net income of $59 million and $219 million for the corresponding periods of fiscal 2023.
+Added: Net income for the three and nine months ended March 31, 2024 decreased by $17 million, or 29%, and increased by $64 million, or 29%, respectively, as compared to the corresponding periods of fiscal 2023, driven by the factors discussed above.
+Added: Net income attributable to noncontrolling interests — Net income attributable to noncontrolling interests increased by $3 million, or 33%, and $5 million, or 8%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.
Segment Analysis
10 unchanged sentences
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.
−Removed: The following table reconciles Net income to Total Segment EBITDA for the three and six months ended December 31, 2023 and 2022:
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: The following table reconciles Net income to Total Segment EBITDA for the three and nine months ended March 31, 2024 and 2023:
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 2024 2023
8 unchanged sentences
Total Segment EBITDA $ 322 $ 320 $ 1,159 $ 1,079
−Removed: 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:
−Removed: For the three months ended December 31,
+Added: The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and nine months ended March 31, 2024 and 2023:
+Added: For the three months ended March 31,
(in millions) Revenues Segment
7 unchanged sentences
Total $ 2,423 $ 322 $ 2,447 $ 320
−Removed: For the six months ended December 31,
+Added: For the nine months ended March 31,
(in millions) Revenues Segment
7 unchanged sentences
Total $ 7,508 $ 1,159 $ 7,446 $ 1,079
−Removed: Digital Real Estate Services (16% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: Digital Real Estate Services (16% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
8 unchanged sentences
Segment EBITDA $ 104 $ 102 $ 2 2 % $ 373 $ 349 $ 24 7 %
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The market downturn resulted in lower lead volumes, which decreased 7%, and lower transaction volumes.
−Removed: These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three months ended March 31, 2024, revenues at the Digital Real Estate Services segment increased $25 million, or 7%, as compared to the corresponding period of fiscal 2023.
+Added: Revenues at REA Group increased $34 million, or 15%, to $256 million for the three months ended March 31, 2024 from $222 million in the corresponding period of fiscal 2023, driven by higher Australian residential revenues due to price increases, increased depth penetration, favorable geographic mix and growth in national listings, partially offset by the $10 million, or 5%, negative impact of foreign currency fluctuations.
+Added: Revenues at Move decreased $9 million, or 6%, to $132 million for the three months ended March 31, 2024 from $141 million in the corresponding period of fiscal 2023, driven by the continued impact of the macroeconomic environment on the U.S.
+Added: housing market, including higher interest rates, which led to lower transaction volumes.
+Added: These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the core lead generation product.
+Added: Lead volumes increased 4% compared to the corresponding period of fiscal 2023 primarily due to product enhancements and some stabilization in the housing market.
+Added: For the three months ended March 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $2 million, or 2%, 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 and the $4 million, or 4%, negative impact of foreign currency fluctuations.
+Added: The contribution from REA Group increased primarily due to the higher revenues discussed above, partially offset by higher employee costs.
+Added: The adverse impact from Move was driven by $11 million of increased costs, primarily related to marketing spend, and the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.
+Added: For the nine months ended March 31, 2024, revenues at the Digital Real Estate Services segment increased $40 million, or 3%, as compared to the corresponding period of fiscal 2023.
+Added: Revenues at REA Group increased $95 million, or 13%, to $809 million for the nine months ended March 31, 2024 from $714 million in the corresponding period of fiscal 2023, primarily due to higher Australian residential revenues driven by price increases, increased depth penetration, favorable geographic mix and growth in national listings, partially offset by the $24 million, or 4%, negative impact of foreign currency fluctuations.
+Added: Revenues at Move decreased $55 million, or 12%, to $401 million for the nine months ended March 31, 2024 from $456 million in the corresponding period of fiscal 2023, driven by the continued impact of the macroeconomic environment on the U.S.
+Added: housing market, including higher interest rates.
The market downturn resulted in lower lead volumes, which decreased 5%, and lower transaction volumes.
−Removed: These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Subscription Video Services (19% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the core lead generation product.
+Added: For the nine months ended March 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $24 million, or 7%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, partially offset by the adverse impact from Move and the $11 million, or 3%, negative impact of foreign currency fluctuations.
+Added: The contribution from REA Group increased primarily due to the higher revenues discussed above, partially offset by higher employee costs.
+Added: The adverse impact from Move was driven by the lower revenues discussed above and $11 million of increased costs in the third quarter of fiscal 2024, primarily related to marketing spend, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.
+Added: Subscription Video Services (19% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
7 unchanged sentences
Segment EBITDA $ 66 $ 68 $ (2) (3) % $ 236 $ 269 $ (33) (12) %
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three months ended March 31, 2024, revenues at the Subscription Video Services segment decreased $22 million, or 5%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations.
+Added: Lower residential subscription revenues resulting from fewer residential broadcast subscribers were partially offset by the $11 million increase in streaming revenues, driven by increased volume and pricing at Kayo and increased pricing at BINGE , despite inflationary pressures.
+Added: Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the three months ended March 31, 2024 as compared to 26% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The increase in streaming revenues more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue decrease of $18 million, or 4%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: For the three months ended March 31, 2024, Segment EBITDA decreased $2 million, or 3%, as compared to the corresponding period of fiscal 2023 primarily due to the decrease in revenues described above, $13 million of costs related to the launch of Hubbl and the $3 million, or 4%, negative impact of foreign currency fluctuations, partially offset by lower marketing, entertainment programming rights and technology costs.
+Added: For the nine months ended March 31, 2024, revenues at the Subscription Video Services segment decreased $30 million, or 2%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations.
+Added: Streaming revenues increased $46 million, driven by increased volume and pricing at Kayo and increased pricing at BINGE, despite a more difficult Summer sports season and inflationary pressures.
+Added: The increase in streaming revenues along with improvements in underlying advertising trends more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers.
+Added: Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the nine months ended March 31, 2024 as compared to 26% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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):
−Removed: As of December 31,
+Added: dollar against local currencies resulted in a revenue decrease of $45 million, or 3%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: For the nine months ended March 31, 2024, Segment EBITDA decreased $33 million, or 12%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $23 million of costs related to the launch of Hubbl and the $8 million, or 3%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above and lower technology, marketing and entertainment programming rights costs.
+Added: Segment EBITDA additionally benefited from gross cost savings related to the announced 5% headcount reduction initiative.
+Added: 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 nine months ended March 31, 2024 and 2023 (see the Company’s 2023 Form 10-K for further detail regarding these performance indicators):
+Added: As of March 31,
Broadcast Subscribers
7 unchanged sentences
4,591 (4,537 paid) 4,662 (4,585 paid)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 2024 2023
3 unchanged sentences
13.3% 12.3% 12.6% 13.2%
−Removed: (a) Subscribing households throughout Australia as of December 31, 2023 and 2022.
−Removed: (b) Commercial subscribers throughout Australia as of December 31, 2023 and 2022.
+Added: (a) Subscribing households throughout Australia as of March 31, 2024 and 2023.
+Added: (b) Commercial subscribers throughout Australia as of March 31, 2024 and 2023.
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.
−Removed: (c) Total and Paid subscribers for the applicable streaming service as of December 31, 2023 and 2022.
+Added: (c) Total and Paid subscribers for the applicable streaming service as of March 31, 2024 and 2023.
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.
−Removed: (e) Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three and six months ended December 31, 2023 and 2022.
−Removed: (f) Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three and six months ended December 31, 2023 and 2022.
+Added: (e) Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three and nine months ended March 31, 2024 and 2023.
+Added: (f) Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three and nine months ended March 31, 2024 and 2023.
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.
−Removed: Dow Jones (22% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: Dow Jones (22% and 21% of the Company’s consolidated revenues in the nine months ended March 31, 2024 and 2023, respectively)
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
7 unchanged sentences
Segment EBITDA $ 118 $ 109 $ 9 8 % $ 405 $ 361 $ 44 12 %
−Removed: 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.
−Removed: 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.
+Added: For the three months ended March 31, 2024, revenues at the Dow Jones segment increased $15 million, or 3%, as compared to the corresponding period of fiscal 2023, primarily due to higher professional information business revenues.
+Added: Digital revenues at the Dow Jones segment represented 81% of total revenues for the three months ended March 31, 2024, as compared to 79% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $1 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: For the nine months ended March 31, 2024, revenues at the Dow Jones segment increased $58 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily due to higher professional information business revenues.
+Added: Digital revenues at the Dow Jones segment represented 80% of total revenues for the nine months ended March 31, 2024, as compared to 78% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $8 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
Circulation and subscription revenues
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
11 unchanged sentences
Total circulation and subscription revenues $ 445 $ 426 $ 19 4 % $ 1,322 $ 1,257 $ 65 5 %
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
−Removed: 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.
−Removed: 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:
−Removed: For the three months ended December 31 (b) ,
+Added: Circulation and subscription revenues increased $19 million, or 4%, during the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Professional information business revenues increased $19 million, or 10%, primarily due to the $10 million increase in Risk & Compliance revenues and the $8 million increase in Dow Jones Energy revenues driven by new products and customers and price increases.
+Added: Circulation and other revenues were flat as the growth in digital-only subscriptions, primarily at The Wall Street Journal which benefited in part from an increase in bundle offers, was offset by print circulation declines.
+Added: Digital revenues represented 70% of circulation revenue for the three months ended March 31, 2024, as compared to 69% in the corresponding period of fiscal 2023.
+Added: Circulation and subscription revenues increased $65 million, or 5%, during the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Professional information business revenues increased $68 million, or 12%, primarily due to the $33 million increase in Risk & Compliance revenues and the $26 million increase in Dow Jones Energy revenues driven by new products and customers, price increases and a modest benefit from new events and one-time items.
+Added: Additionally, professional information business revenues benefited from the $9 million increase in Other information services revenues due to higher revenues at Factiva.
+Added: Circulation and other revenues decreased $3 million driven by print circulation declines and lower content licensing revenues, partially offset by growth in digital-only subscriptions, primarily at The Wall Street Journal which benefited from an increase in bundle offers.
+Added: Digital revenues represented 70% of circulation revenue for the nine months ended March 31, 2024, as compared to 69% in the corresponding period of fiscal 2023.
+Added: The following table summarizes average daily consumer subscriptions during the three months ended March 31, 2024 and 2023 for select publications and for all consumer subscription products:
+Added: For the three months ended March 31 (b) ,
2024 2023 Change % Change
12 unchanged sentences
Total subscriptions 5,723 5,117 606 12 %
−Removed: (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.
+Added: (a) Based on internal data for the periods from January 1, 2024 through March 31, 2024 and January 2, 2023 through April 2, 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.
6 unchanged sentences
Advertising revenues
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Advertising revenues decreased $2 million, or 2%, during the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, primarily due to the $4 million decrease in print advertising revenues driven by lower advertising spend primarily within the financial services sector, partially offset by the growth in digital advertising.
+Added: Digital advertising represented 63% of advertising revenue for the three months ended March 31, 2024, as compared to 59% in the corresponding period of fiscal 2023.
+Added: Advertising revenues decreased $10 million, or 3%, during the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, primarily due to the $12 million decrease in print advertising revenues driven by lower advertising spend within the financial services and technology sectors and for event sponsorships, partially offset by the growth in digital advertising.
+Added: Digital advertising represented 63% of advertising revenue for the nine months ended March 31, 2024, as compared to 61% in the corresponding period of fiscal 2023.
Segment EBITDA
−Removed: 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.
−Removed: 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.
−Removed: Book Publishing (21% and 20% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: For the three months ended March 31, 2024, Segment EBITDA at the Dow Jones segment increased $9 million, or 8%, 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, partially offset by higher marketing costs.
+Added: For the nine months ended March 31, 2024, Segment EBITDA at the Dow Jones segment increased $44 million, or 12%, 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, partially offset by higher technology and marketing costs.
+Added: Book Publishing (21% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
6 unchanged sentences
Segment EBITDA $ 62 $ 61 $ 1 2 % $ 212 $ 151 $ 61 40 %
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three months ended March 31, 2024, revenues at the Book Publishing segment decreased $9 million, or 2%, as compared to the corresponding period of fiscal 2023, primarily due to lower physical book sales driven by softness in consumer demand for frontlist titles, partially offset by improved returns in the U.S.
+Added: and higher digital book sales.
+Added: Digital sales increased by 5% as compared to the corresponding period of fiscal 2023 driven by growth in the downloadable audio market, which benefited from the contribution from the Spotify partnership.
+Added: Digital sales represented approximately 25% of consumer revenues, as compared to 23% in the corresponding period of fiscal 2023, and backlist sales represented approximately 63% of consumer revenues during the three months ended March 31, 2024, as compared to 60% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $3 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: For the three months ended March 31, 2024, Segment EBITDA at the Book Publishing segment increased $1 million, or 2%, as compared to the corresponding period of fiscal 2023, 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, largely offset by the lower revenues discussed above and higher employee costs.
+Added: For the nine months ended March 31, 2024, revenues at the Book Publishing segment increased $48 million, or 3%, as compared to the corresponding period of fiscal 2023, primarily due to higher digital book sales and improved returns in the U.S., 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.
+Added: These improvements were partially offset by lower physical book sales.
+Added: Digital sales increased by 8% as compared to the corresponding period of fiscal 2023 driven by the contribution from the Spotify partnership as well as strong market growth for downloadable audiobook sales.
Digital sales represented approximately 23% of consumer revenues, as compared to 22% in the corresponding period of fiscal 2023.
−Removed: 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.
+Added: Backlist sales represented approximately 61% of consumer revenues during the nine months ended March 31, 2024, as compared to 60% in the corresponding period of fiscal 2023.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: News Media (22% and 23% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)
−Removed: For the three months ended December 31, For the six months ended December 31,
+Added: dollar against local currencies resulted in a revenue increase of $16 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: For the nine months ended March 31, 2024, Segment EBITDA at the Book Publishing segment increased $61 million, or 40%, 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.
+Added: News Media (22% and 23% of the Company’s consolidated revenues in the nine months ended March 31, 2024 and 2023, respectively)
+Added: For the three months ended March 31, For the nine months ended March 31,
2024 2023 Change % Change 2024 2023 Change % Change
7 unchanged sentences
Segment EBITDA $ 26 $ 34 $ (8) (24) % $ 92 $ 111 $ (19) (17) %
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Revenues at the News Media segment decreased $33 million, or 6%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Advertising revenues decreased $28 million, or 13%, as compared to the corresponding period of fiscal 2023.
+Added: The decrease was driven by lower print advertising primarily at News Corp Australia and lower digital advertising mainly due to a decline in traffic at some mastheads due to platform related changes.
+Added: Circulation and subscription revenues increased $1 million as compared to the corresponding period of fiscal 2023, driven by cover price increases, digital subscriber growth primarily at News UK and the $3 million positive impact of foreign currency fluctuations, partially offset by print volume declines.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $3 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Segment EBITDA at the News Media segment decreased by $8 million, or 24%, for the three months ended March 31, 2024 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.
+Added: Revenues at the News Media segment decreased $54 million, or 3%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Advertising revenues decreased $62 million, or 9%, as compared to the corresponding period of fiscal 2023, primarily due to 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 1%, positive impact of foreign currency fluctuations.
Circulation and subscription revenues increased $19 million, or 2%, as compared to the corresponding period of fiscal 2023, driven by the $15 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $23 million, or 2%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Segment EBITDA at the News Media segment decreased by $19 million, or 17%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, which includes $5 million of one-time costs at News UK pertaining to the 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
−Removed: 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.
−Removed: Advertising revenues decreased $17 million, or 15%, due to lower print and digital advertising revenues.
−Removed: 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.
+Added: Revenues were $219 million for the three months ended March 31, 2024, a decrease of $23 million, or 10%, compared to revenues of $242 million in the corresponding period of fiscal 2023.
+Added: Advertising revenues decreased $16 million, or 16%, due to lower print and digital advertising revenues and the $3 million, or 3%, negative impact of foreign currency fluctuations.
+Added: Circulation and subscription revenues decreased $7 million, or 6%, driven by print volume declines and the $4 million, or 3%, negative impact of foreign currency fluctuations, partially offset by cover price increases and digital subscriber growth.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue decrease of $8 million, or 4%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Revenues were $693 million for the nine months ended March 31, 2024, a decrease of $56 million, or 7%, compared to revenues of $749 million in the corresponding period of fiscal 2023.
Advertising revenues decreased $44 million, or 14%, due to lower print and digital advertising revenues and the $8 million, or 3%, negative impact of foreign currency fluctuations.
−Removed: 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.
+Added: Circulation and subscription revenues decreased $13 million, or 4%, driven by print volume declines and the $10 million, or 3%, negative impact of foreign currency fluctuations, partially offset by cover price increases and digital subscriber growth.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue decrease of $21 million, or 2%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Revenues were $234 million for the three months ended March 31, 2024, a decrease of $1 million as compared to revenues of $235 million in the corresponding period of fiscal 2023.
Advertising revenues decreased $8 million, or 11%, due to lower digital and print advertising revenues, partially offset by the $3 million, or 4%, positive impact of foreign currency fluctuations.
+Added: Circulation and subscription revenues increased $9 million, or 7%, primarily due to the $6 million, or 5%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $10 million, or 5%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
+Added: Revenues were $701 million for the nine months ended March 31, 2024, an increase of $7 million, or 1%, as compared to revenues of $694 million in the corresponding period of fiscal 2023.
+Added: Circulation and subscription revenues increased $31 million, or 8%, primarily due to the $24 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines.
+Added: Advertising revenues decreased $17 million, or 8%, driven by lower digital and print advertising revenues, partially offset by the $10 million, or 5%, positive impact of foreign currency fluctuations.
The impact of foreign currency fluctuations of the U.S.
−Removed: 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.
+Added: dollar against local currencies resulted in a revenue increase of $38 million, or 5%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand.
−Removed: As of December 31, 2023, the Company’s cash and cash equivalents were $1.7 billion.
+Added: As of March 31, 2024, the Company’s cash and cash equivalents were $1.9 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.
−Removed: 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.
−Removed: 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:
+Added: The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next twelve months, including repayment of indebtedness.
+Added: 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 twelve 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.
−Removed: 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.
+Added: As of March 31, 2024, the Company’s consolidated assets included $830 million in cash and cash equivalents that were held by its foreign subsidiaries.
Of this amount, $123 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.
14 unchanged sentences
The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.
−Removed: As of December 31, 2023, the remaining authorized amount under the Repurchase Program was approximately $522 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The dividend was paid on October 11, 2023 to stockholders of record as of September 13, 2023.
+Added: As of March 31, 2024, the remaining authorized amount under the Repurchase Program was approximately $495 million.
+Added: During the three and nine months ended March 31, 2024, the Company repurchased and subsequently retired 0.7 million and 2.5 million shares, respectively, of Class A Common Stock for approximately $18 million and $56 million, respectively, and 0.3 million and 1.1 million shares, respectively, of Class B Common Stock for approximately $9 million and $26 million, respectively.
+Added: During the three and nine months ended March 31, 2023, the Company repurchased and subsequently retired 0.8 million and 7.7 million shares, respectively, of Class A Common Stock for approximately $14 million and $129 million, respectively, and 0.4 million and 3.9 million shares, respectively, of Class B Common Stock for approximately $6 million and $65 million, respectively.
+Added: In February 2024, 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.
+Added: The dividend was paid on April 10, 2024 to stockholders of record as of March 13, 2024.
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.
−Removed: Sources and Uses of Cash—For the six months ended December 31, 2023 versus the six months ended December 31, 2022
−Removed: Net cash provided by operating activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
−Removed: For the six months ended
+Added: Sources and Uses of Cash—For the nine months ended March 31, 2024 versus the nine months ended March 31, 2023
+Added: Net cash provided by operating activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
+Added: For the nine months ended
Net cash provided by operating activities $ 844 $ 670
−Removed: 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.
−Removed: The increase was primarily due to higher Total Segment EBITDA, lower working capital and lower tax payments, partially offset by higher restructuring payments.
−Removed: Net cash used in investing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
−Removed: For the six months ended
+Added: Net cash provided by operating activities increased by $174 million for the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023.
+Added: The increase was primarily due to lower working capital and higher Total Segment EBITDA, partially offset by higher restructuring payments.
+Added: Net cash used in investing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
+Added: For the nine months ended
Net cash used in investing activities $ (404) $ (440)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Net cash used in financing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
−Removed: For the six months ended
+Added: Net cash used in investing activities decreased by $36 million for the nine months ended March 31, 2024, as compared to the nine months ended March 31, 2023.
+Added: During the nine months ended March 31, 2024, the Company used $353 million of cash for capital expenditures, of which $107 million related to Foxtel, and $51 million for acquisitions and investments.
+Added: During the nine months ended March 31, 2023, the Company used $350 million of cash for capital expenditures, of which $118 million related to Foxtel, and $120 million for investments and acquisitions.
+Added: Net cash used in financing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):
+Added: For the nine months ended
Net cash used in financing activities $ (317) $ (382)
−Removed: 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.
−Removed: 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.
+Added: Net cash used in financing activities was $317 million for the nine months ended March 31, 2024, as compared to $382 million for the nine months ended March 31, 2023.
+Added: During the nine months ended March 31, 2024, the Company had $1,235 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Groups’ debt portfolios, dividend payments of $115 million to News Corporation stockholders and REA Group minority stockholders and $83 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 $1,140 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.
−Removed: During the six months ended December 31, 2022, the Company had $462 million of borrowing repayments, primarily related to Foxtel’s U.S.
+Added: During the nine months ended March 31, 2023, the Company had $506 million of borrowing repayments, primarily related to Foxtel’s U.S.
private placement senior unsecured notes that matured in July 2022, $196 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $116 million to News Corporation stockholders and REA Group minority stockholders.
2 unchanged sentences
Free cash flow and free cash flow available to News Corporation are non-GAAP financial measures.
−Removed: 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.
+Added: Free cash flow is defined as net cash provided by (used in) operating activities less capital expenditures.
+Added: 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.
4 unchanged sentences
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:
−Removed: For the six months ended
+Added: For the nine months ended
(in millions)
5 unchanged sentences
Free cash flow available to News Corporation $ 378 $ 258
−Removed: Free cash flow in the six months ended December 31, 2023 was $69 million compared to $(56) million in the prior year.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Free cash flow in the nine months ended March 31, 2024 was $491 million compared to $320 million in the prior year.
+Added: Free cash flow available to News Corporation in the nine months ended March 31, 2024 was $378 million compared to $258 million in the prior year.
+Added: Free cash flow and Free cash flow available to News Corporation improved primarily due to higher cash provided by operating activities.
+Added: As of March 31, 2024, 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 $2.9 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
−Removed: 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.
+Added: As of March 31, 2024, the Company had (i) borrowings of $1,971 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
−Removed: 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.
−Removed: 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.
+Added: As of March 31, 2024, the Foxtel Debt Group had (i) borrowings of approximately $720 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$280 million available under the 2024 Foxtel Credit Facility and 2017 Working Capital Facility.
+Added: During the nine months ended March 31, 2024, 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”).
7 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 non-financial covenants and financial covenants calculated in accordance with Australian International Financial Reporting Standards.
+Added: 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, undergoing fundamental business changes and making restricted payments.
+Added: In addition, the agreements require the Foxtel Debt Group to maintain a ratio of net debt to Earnings Before Interest, Tax, Depreciation and Amortization, 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.
−Removed: 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.
+Added: In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness consisting of A$633 million of outstanding principal (excluding capitalized interest) of subordinated shareholder loans as of March 31, 2024.
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.
−Removed: In the three months ended December 31, 2023, the Foxtel Debt Group repaid A$61 million of outstanding principal of shareholder loans.
+Added: In the three and nine months ended March 31, 2024, the Foxtel Debt Group repaid A$6 million and A$67 million, respectively, 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.
2 unchanged sentences
REA Group Borrowings
−Removed: 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.
−Removed: 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:
+Added: As of March 31, 2024, REA Group had (i) borrowings of approximately $184 million, consisting of amounts outstanding under the 2024 REA Credit Facility (described below) and 2024 Subsidiary Facility (described below) and (ii) A$400 million of undrawn commitments available under the 2024 REA Credit Facility and the 2024 Subsidiary Facility.
+Added: During the nine months ended March 31, 2024, REA Group entered into a new unsecured syndicated credit facility (the “2024 REA Credit Facility”) which replaced 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”).
6 unchanged sentences
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.
−Removed: 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”).
−Removed: 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.
+Added: During the nine months ended March 31, 2024, REA Group also entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”).
+Added: Proceeds of the 2024 Subsidiary Facility were 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.
2 unchanged sentences
All of the Company’s borrowings contain customary representations, covenants and events of default.
−Removed: The Company was in compliance with all such covenants at December 31, 2023.
+Added: The Company was in compliance with all such covenants at March 31, 2024.
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.
1 unchanged sentence
These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.
−Removed: 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.
−Removed: As of December 31, 2023
+Added: As a result of entering into the 2024 Foxtel Credit Facility, the 2024 REA Credit Facility and the 2024 Subsidiary Facility during the nine months ended March 31, 2024, the Company has presented its commitments associated with its borrowings and the related interest payments in the table below.
+Added: As of March 31, 2024
Payments Due by Period
5 unchanged sentences
(a) See Note 5—Borrowings.
−Removed: (b) Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at December 31, 2023.
+Added: (b) Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at March 31, 2024.
Such rates are subject to change in future periods.
−Removed: The Company’s other commitments as of December 31, 2023 have not changed significantly from the disclosures included in the 2023 Form 10-K.
+Added: The Company’s other commitments as of March 31, 2024 have not changed significantly from the disclosures included in the 2023 Form 10-K.
Contingencies
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.