Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; millions, except per share amounts)
For the three months ended
March 31, For the nine months ended
March 31,
Notes 2024 2023 2024 2023
Revenues:
Circulation and subscription $ 1,121 $ 1,122 $ 3,369 $ 3,318
Advertising 358 393 1,187 1,263
Consumer 484 495 1,513 1,474
Real estate 301 272 939 896
Other 159 165 500 495
Total Revenues 2 2,423 2,447 7,508 7,446
Operating expenses ( 1,238 ) ( 1,286 ) ( 3,792 ) ( 3,853 )
Selling, general and administrative ( 863 ) ( 841 ) ( 2,557 ) ( 2,514 )
Depreciation and amortization ( 192 ) ( 183 ) ( 542 ) ( 536 )
Impairment and restructuring charges 3 ( 35 ) ( 25 ) ( 86 ) ( 65 )
Equity losses of affiliates 4 ( 2 ) ( 10 ) ( 5 ) ( 43 )
Interest expense, net ( 19 ) ( 25 ) ( 67 ) ( 78 )
Other, net 12 ( 10 ) 14 ( 23 ) ( 10 )
Income before income tax expense 64 91 436 347
Income tax expense 10 ( 22 ) ( 32 ) ( 153 ) ( 128 )
Net income 42 59 283 219
Net income attributable to noncontrolling interests ( 12 ) ( 9 ) ( 67 ) ( 62 )
Net income attributable to News Corporation stockholders $ 30 $ 50 $ 216 $ 157
Net income attributable to News Corporation stockholders per share, basic and diluted 8 $ 0.05 $ 0.09 $ 0.38 $ 0.27
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NEWS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited; millions)
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
Net income $ 42 $ 59 $ 283 $ 219
Other comprehensive loss:
Foreign currency translation adjustments ( 141 ) ( 33 ) ( 71 ) ( 34 )
Net change in the fair value of cash flow hedges (a)
6 ( 8 ) ( 12 ) 5
Benefit plan adjustments, net (b)
4 — 17 6
Other comprehensive loss ( 131 ) ( 41 ) ( 66 ) ( 23 )
Comprehensive (loss) income ( 89 ) 18 217 196
Net income attributable to noncontrolling interests ( 12 ) ( 9 ) ( 67 ) ( 62 )
Other comprehensive loss attributable to noncontrolling interests (c)
39 17 21 14
Comprehensive (loss) income attributable to News Corporation stockholders $ ( 62 ) $ 26 $ 171 $ 148
(a) Net of income tax expense (benefit) of $ 2 million and $( 2 ) million for the three months ended March 31, 2024 and 2023, respectively, and $( 5 ) million and $ 2 million for the nine months ended March 31, 2024 and 2023, respectively.
(b) Net of income tax expense of $ 2 million for the three months ended March 31, 2024 and $ 6 million and $ 1 million for the nine months ended March 31, 2024 and 2023, respectively.
(c) Primarily consists of foreign currency translation adjustments.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NEWS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share and per share amounts)
Notes As of
March 31, 2024 As of
June 30, 2023
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 1,943 $ 1,833
Receivables, net 12 1,438 1,425
Inventory, net 331 311
Other current assets 416 484
Total current assets 4,128 4,053
Non-current assets:
Investments 4 416 427
Property, plant and equipment, net 1,901 2,042
Operating lease right-of-use assets 974 1,036
Intangible assets, net 2,359 2,489
Goodwill 5,131 5,140
Deferred income tax assets, net
10 305 393
Other non-current assets 12 1,330 1,341
Total assets $ 16,544 $ 16,921
Liabilities and Equity:
Current liabilities:
Accounts payable $ 269 $ 440
Accrued expenses 1,238 1,123
Deferred revenue 2 549 622
Current borrowings 5 56 27
Other current liabilities 12 930 953
Total current liabilities 3,042 3,165
Non-current liabilities:
Borrowings 5 2,844 2,940
Retirement benefit obligations 135 134
Deferred income tax liabilities, net
10 124 163
Operating lease liabilities 1,053 1,128
Other non-current liabilities 438 446
Commitments and contingencies 9
Class A common stock (a)
4 4
Class B common stock (b)
2 2
Additional paid-in capital 11,270 11,449
Accumulated deficit ( 1,933 ) ( 2,144 )
Accumulated other comprehensive loss ( 1,292 ) ( 1,247 )
Total News Corporation stockholders’ equity 8,051 8,064
Noncontrolling interests 857 881
Total equity 6 8,908 8,945
Total liabilities and equity $ 16,544 $ 16,921
(a) Class A common stock , $ 0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 379,582,130 and 379,945,907 shares issued and outstanding, net of 27,368,413 treasury shares at par, at March 31, 2024 and June 30, 2023, respectively.
(b) Class B common stock , $ 0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 190,867,055 and 192,013,909 shares issued and outstanding, net of 78,430,424 treasury shares at par, at March 31, 2024 and June 30, 2023, respectively.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NEWS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; millions)
For the nine months ended
March 31,
Notes 2024 2023
Operating activities:
Net income $ 283 $ 219
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 542 536
Operating lease expense 72 82
Equity losses of affiliates 4 5 43
Cash distributions received from affiliates 4 7
Impairment charges 3 24 —
Deferred income taxes and taxes payable
10 52 27
Other, net 12 23 10
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets 15 ( 236 )
Inventories, net ( 12 ) ( 55 )
Accounts payable and other liabilities ( 164 ) 37
Net cash provided by operating activities 844 670
Investing activities:
Capital expenditures ( 353 ) ( 350 )
Acquisitions, net of cash acquired ( 20 ) ( 15 )
Investments in equity affiliates and other, net
( 31 ) ( 105 )
Proceeds from property, plant and equipment and other asset dispositions — 51
Other, net — ( 21 )
Net cash used in investing activities ( 404 ) ( 440 )
Financing activities:
Borrowings 5 1,140 434
Repayment of borrowings 5 ( 1,235 ) ( 506 )
Repurchase of shares 6 ( 83 ) ( 196 )
Dividends paid ( 115 ) ( 116 )
Other, net ( 24 ) 2
Net cash used in financing activities ( 317 ) ( 382 )
Net change in cash and cash equivalents 123 ( 152 )
Cash and cash equivalents, beginning of period 1,833 1,822
Effect of exchange rate changes on cash and cash equivalents
( 13 ) ( 11 )
Cash and cash equivalents, end of period $ 1,943 $ 1,659
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Consolidated Financial Statements. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates.
Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are measured at fair value, if the fair value is readily determinable. If an investment’s fair value is not readily determinable, the Company will measure the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.”
The accompanying Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023 (the “2023 Form 10-K”).
The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2024 and fiscal 2023 include 52 weeks. All references to the three and nine months ended March 31, 2024 and 2023 relate to the three and nine months ended March 31, 2024 and April 2, 2023, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of March 31.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for the Company for annual reporting periods beginning on July 1, 2024 and interim reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require disaggregated disclosure of material categories in effective tax rate reconciliations as well as disclosure of income taxes paid by specific domestic and foreign jurisdictions. Additionally, the amendments eliminate certain disclosures currently required under Topic 740. ASU 2023-09 is effective for the Company for annual reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. REVENUES
The following tables present the Company’s disaggregated revenues by type and segment for the three and nine months ended March 31, 2024 and 2023:
For the three months ended March 31, 2024
Digital Real
Estate
Services Subscription
Video
Services Dow Jones Book
Publishing News Media Other Total
Revenues
(in millions)
Revenues:
Circulation and subscription $ 3 $ 398 $ 445 $ — $ 275 $ — $ 1,121
Advertising 32 47 86 — 193 — 358
Consumer — — — 484 — — 484
Real estate 301 — — — — — 301
Other 52 10 13 22 62 — 159
Total Revenues $ 388 $ 455 $ 544 $ 506 $ 530 $ — $ 2,423
For the three months ended March 31, 2023
Digital Real
Estate
Services Subscription
Video
Services Dow Jones Book
Publishing News Media Other Total
Revenues
(in millions)
Revenues:
Circulation and subscription $ 3 $ 419 $ 426 $ — $ 274 $ — $ 1,122
Advertising 35 49 88 — 221 — 393
Consumer — — — 495 — — 495
Real estate 272 — — — — — 272
Other 53 9 15 20 68 — 165
Total Revenues $ 363 $ 477 $ 529 $ 515 $ 563 $ — $ 2,447
For the nine months ended March 31, 2024
Digital Real
Estate
Services Subscription
Video
Services Dow Jones Book
Publishing News Media Other Total
Revenues
(in millions)
Revenues:
Circulation and subscription $ 8 $ 1,217 $ 1,322 $ — $ 822 $ — $ 3,369
Advertising 99 160 303 — 625 — 1,187
Consumer — — — 1,513 — — 1,513
Real estate 939 — — — — — 939
Other 164 34 40 68 194 — 500
Total Revenues $ 1,210 $ 1,411 $ 1,665 $ 1,581 $ 1,641 $ — $ 7,508
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2023
Digital Real
Estate
Services Subscription
Video
Services Dow Jones Book
Publishing News Media Other Total
Revenues
(in millions)
Revenues:
Circulation and subscription $ 9 $ 1,249 $ 1,257 $ — $ 803 $ — $ 3,318
Advertising 103 160 313 — 687 — 1,263
Consumer — — — 1,474 — — 1,474
Real estate 896 — — — — — 896
Other 162 32 37 59 205 — 495
Total Revenues $ 1,170 $ 1,441 $ 1,607 $ 1,533 $ 1,695 $ — $ 7,446
Contract liabilities and assets
The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three and nine months ended March 31, 2024 and 2023:
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
(in millions)
Balance, beginning of period $ 510 $ 591 $ 622 $ 604
Deferral of revenue 905 909 2,648 2,699
Recognition of deferred revenue (a)
( 855 ) ( 873 ) ( 2,714 ) ( 2,686 )
Other ( 11 ) ( 4 ) ( 7 ) 6
Balance, end of period $ 549 $ 623 $ 549 $ 623
(a) For the three and nine months ended March 31, 2024, the Company recognized $ 211 million and $ 564 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and nine months ended March 31, 2023, the Company recognized $ 340 million and $ 540 million, respectively, of revenue which was included in the opening deferred revenue balance.
Contract assets were immaterial for disclosure as of March 31, 2024 and 2023.
Other revenue disclosures
The Company typically expenses sales commissions to obtain a customer contract as incurred as the amortization period is twelve months or less. These costs are recorded within Selling, general and administrative in the Statements of Operations. The Company also does not capitalize significant financing components when the transfer of the good or service is paid within twelve months or less, or consideration is received within twelve months or less of the transfer of the good or service.
For the three and nine months ended March 31, 2024, the Company recognized approximately $ 116 million and $ 326 million, respectively, in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of March 31, 2024 was approximately $ 1,174 million, of which approximately $ 137 million is expected to be recognized over the remainder of fiscal 2024, approximately $ 405 million is expected to be recognized in fiscal 2025 and approximately $ 233 million is expected to be recognized in fiscal 2026, with the remainder to be recognized thereafter. These amounts do not include (i) contracts with an expected duration of one year or less, (ii) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage and (iii) variable consideration allocated to performance obligations accounted for under the series guidance that meets the allocation objective under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers .
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. IMPAIRMENT AND RESTRUCTURING CHARGES
Fiscal 2024 Impairment
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 United Kingdom (“U.K.”) printing operations with those of a third party.
Fiscal 2024 Restructuring
During the three and nine months ended March 31, 2024, the Company recorded restructuring charges of $ 35 million and $ 62 million, respectively, related to employee termination benefits. The employee termination benefits recorded in the first half of fiscal 2024 resulted from actions taken by the Company’s businesses in response to the headcount reduction initiative announced in February 2023.
Fiscal 2023 Restructuring
During the three and nine months ended March 31, 2023, the Company recorded restructuring charges of $ 25 million and $ 65 million, respectively, primarily related to employee termination benefits. The employee termination benefits recorded in the three months ended March 31, 2023 mainly resulted from actions taken by the Company’s businesses in response to the headcount reduction initiative announced in February 2023.
Changes in restructuring program liabilities were as follows:
For the three months ended March 31,
2024 2023
One time
employee
termination
benefits Other costs Total One time
employee
termination
benefits Other costs Total
(in millions)
Balance, beginning of period $ 23 $ 39 $ 62 $ 25 $ 41 $ 66
Additions 35 — 35 24 1 25
Payments ( 25 ) ( 1 ) ( 26 ) ( 21 ) ( 4 ) ( 25 )
Other ( 1 ) — ( 1 ) ( 1 ) — ( 1 )
Balance, end of period $ 32 $ 38 $ 70 $ 27 $ 38 $ 65
For the nine months ended March 31,
2024 2023
One time
employee
termination
benefits Other costs Total One time
employee
termination
benefits Other costs Total
(in millions)
Balance, beginning of period $ 53 $ 41 $ 94 $ 25 $ 41 $ 66
Additions 61 1 62 60 5 65
Payments ( 81 ) ( 4 ) ( 85 ) ( 55 ) ( 8 ) ( 63 )
Other ( 1 ) — ( 1 ) ( 3 ) — ( 3 )
Balance, end of period $ 32 $ 38 $ 70 $ 27 $ 38 $ 65
As of March 31, 2024, restructuring liabilities of approximately $ 43 million and $ 27 million were included in the Balance Sheet in Other current liabilities and Other non-current liabilities, respectively.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. INVESTMENTS
The Company’s investments were comprised of the following:
Ownership Percentage as of March 31, 2024 As of
March 31, 2024 As of
June 30, 2023
(in millions)
Equity method investments (a)
various $ 191 $ 192
Equity and other securities (b)
various 225 235
Total Investments $ 416 $ 427
(a) Equity method investments are primarily comprised of REA Group’s ownership interest in PropertyGuru Group Ltd. (“PropertyGuru”).
(b) Equity and other securities are primarily comprised of Nexxen International, Ltd. (formerly Tremor International Ltd.), certain investments in China, the Company’s investment in ARN Media Limited, which operates a portfolio of Australian radio media assets, and Dow Jones’ investment in an artificial intelligence-focused data analytics company.
The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values. Equity securities without readily determinable fair market values are valued at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
(in millions) (in millions)
Total losses recognized on equity securities $ ( 1 ) $ ( 2 ) $ ( 11 ) $ ( 16 )
Less: Net gains recognized on equity securities sold — — — 2
Unrealized losses recognized on equity securities held at end of period $ ( 1 ) $ ( 2 ) $ ( 11 ) $ ( 18 )
Equity Losses of Affiliates
The Company’s share of the losses of its equity affiliates was $ 2 million and $ 5 million for the three and nine months ended March 31, 2024, respectively, and $ 10 million and $ 43 million for the corresponding periods of fiscal 2023, respectively. The decrease was primarily due to the absence of losses from an investment in an Australian sports wagering venture in the prior year.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. BORROWINGS
The Company’s total borrowings consist of the following:
Interest rate at March 31, 2024 Maturity at March 31, 2024 As of
March 31, 2024 As of
June 30, 2023
(in millions)
News Corporation
2022 Term loan A (a)
6.909 % Mar 31, 2027 $ 488 $ 497
2022 Senior notes 5.125 % Feb 15, 2032 493 492
2021 Senior notes 3.875 % May 15, 2029 990 989
Foxtel Group (b)
2024 Foxtel credit facility — tranche 1 (c)(d)
7.24 % Aug 1, 2026 372 —
2024 Foxtel credit facility — USD portion — tranche 2 (e)
8.58 % Aug 1, 2027 49 —
2024 Foxtel credit facility — tranche 3 (d)
7.39 % Aug 1, 2027 203 —
2017 Working capital facility (c)
7.24 % Aug 1, 2026 — —
Telstra facility 12.14 % Dec 22, 2027 96 100
2019 Credit facility (f)
— % May 31, 2024 — 320
2019 Term loan facility (f)
— % Nov 22, 2024 — 167
2012 US private placement — USD portion — tranche 3 (f)
— % Jul 25, 2024 — 149
REA Group (b)
2024 REA credit facility — tranche 1 (g)
5.84 % Sep 15, 2028 — —
2024 REA credit facility — tranche 2 (g)
5.54 % Sep 16, 2025 130 —
2024 Subsidiary facility (g)
5.79 % Sep 28, 2025 54 —
2022 Credit facility — tranche 1 (f)
— % Sep 16, 2024 — 211
2022 Credit facility — tranche 2 (f)
— % Sep 16, 2025 — —
Finance Leases
Finance lease liability 25 42
Total borrowings 2,900 2,967
Less: current portion (h)
( 56 ) ( 27 )
Long-term borrowings
$ 2,844 $ 2,940
(a) The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083 %. For the three months ended March 31, 2024 the Company was paying interest at an effective interest rate of 3.583 %. See Note 7—Financial Instruments and Fair Value Measurements.
(b) These borrowings were incurred by certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the Foxtel Group and REA Group and their respective subsidiaries, as applicable, and are non-recourse to News Corp.
(c) As of March 31, 2024, the Foxtel Debt Group had total undrawn commitments of A$ 280 million available under these facilities.
(d) The Company entered into A$ 610 million of interest rate swap derivatives to fix the floating rate interest components of tranche 1 and tranche 3 of its 2024 Foxtel Credit Facility (described below) at approximately 4.30 %. For the three months ended March 31, 2024, the Company was paying interest at an effective interest rate of 7.19 % and 7.30 % for tranche 1 and tranche 3, respectively. See Note 7—Financial Instruments and Fair Value Measurements.
(e) The Company entered into a cross-currency interest rate swap derivative to fix the floating rate interest component of tranche 2 of its 2024 Foxtel Credit Facility at 4.38 %. For the three months ended March 31, 2024, the Company was paying interest at an effective interest rate of 7.64 %. See Note 7—Financial Instruments and Fair Value Measurements.
(f) These borrowings were repaid during the nine months ended March 31, 2024 using proceeds from the 2024 Foxtel Credit Facility and 2024 REA Credit Facility (described below), as applicable.
(g) As of March 31, 2024, REA Group had total undrawn commitments of A$ 400 million available under these facilities.
(h) The Company classifies the current portion of long term debt as non-current liabilities on the Balance Sheets when it has the intent and ability to refinance the obligation on a long-term basis, in accordance with ASC 470-50, Debt . $ 24 million and $ 27 million relates to the current portion of finance lease liabilities as of March 31, 2024 and June 30, 2023, respectively, with the remainder as of March 31, 2024 consisting of required principal repayments on the 2022 Term Loan A and 2024 Foxtel Credit Facility — tranches 2 and 3.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Foxtel Group Debt Refinancing
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”). The 2024 Foxtel Credit Facility consists of three sub-facilities: (i) an A$ 817.5 million three year revolving credit facility (the “2024 Foxtel Credit Facility — tranche 1”), (ii) a US$ 48.7 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 2”) and (iii) an A$ 311.0 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 3”). In addition, the Foxtel Group amended its 2017 working capital facility to extend the maturity to August 2026 and modify the pricing.
Depending on the Foxtel Group’s net leverage ratio, (i) borrowings under the 2024 Foxtel Credit Facility — tranche 1 and 2017 working capital facility bear interest at a rate of the Australian BBSY plus a margin of between 2.35 % and 3.60 %; (ii) borrowings under the 2024 Foxtel Credit Facility — tranche 2 bear interest at a rate based on a Term SOFR formula, as set forth in the 2024 Foxtel Credit Agreement, plus a margin of between 2.50 % and 3.75 %; and (iii) borrowings under the 2024 Foxtel Credit Facility — tranche 3 bear interest at a rate of the Australian BBSY plus a margin of between 2.50 % and 3.75 %. All tranches carry a commitment fee of 45 % of the applicable margin on any undrawn balance during the relevant availability period. Tranches 2 and 3 of the 2024 Foxtel Credit Facility amortize on a proportionate basis in an aggregate annual amount equal to A$ 35 million in each of the first two years following closing and A$ 40 million in each of the two years thereafter.
The agreements governing the Foxtel Debt Group’s external borrowings contain customary affirmative and negative covenants and events of default, with customary exceptions, including specified non-financial covenants and financial covenants calculated in accordance with Australian International Financial Reporting Standards. Subject to certain exceptions, these covenants restrict or prohibit members of the Foxtel Debt Group from, among other things, undertaking certain transactions, disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, giving guarantees, entering into certain other financing arrangements, creating or permitting certain liens, engaging in transactions with affiliates, making repayments of certain other loans, undergoing fundamental business changes and making restricted payments. 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.
REA Group Debt
REA Group Debt Refinancing
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”). REA Group may request increases in the amount of the 2024 REA Credit Facility up to a maximum amount of A$ 500 million, subject to the terms and limitations set forth in the syndicated facility agreement.
Borrowings under the 2024 REA Credit Facility — tranche 1 accrue interest at a rate of the Australian BBSY plus a margin of between 1.45 % and 2.35 %, depending on REA Group’s net leverage ratio. Borrowings under the 2024 REA Credit Facility — tranche 2 continue to accrue interest at a rate of the Australian BBSY plus a margin of between 1.15 % and 2.25 %, depending on REA Group’s net leverage ratio. Both tranches carry a commitment fee of 40 % of the applicable margin on any undrawn balance.
The syndicated facility agreement governing the 2024 REA Credit Facility requires REA Group to maintain (i) a net leverage ratio of not more than 3.5 to 1.0 and (ii) an interest coverage ratio of not less than 3.0 to 1.0. The agreement also contains certain other customary affirmative and negative covenants and events of default. Subject to certain exceptions, these covenants restrict or prohibit REA Group and its subsidiaries from, among other things, incurring or guaranteeing debt, disposing of certain properties or assets, merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in non arms’ length transactions with affiliates, undergoing fundamental business changes and making restricted payments.
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NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary Financing
During the nine months ended March 31, 2024, REA Group entered into an A$ 83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”). 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. The facility agreement governing the 2024 Subsidiary Facility permits the lender to cancel its commitment and declare all outstanding amounts immediately due and payable after a consultation period in specified circumstances, including if certain key operating measures of its subsidiary fall below the budgeted amount for two consecutive quarters. The agreement also contains certain other customary affirmative and negative covenants and events of default that are similar to those governing the 2024 REA Credit Facility.
Covenants
The Company’s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed in the Company’s 2023 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at March 31, 2024.
NOTE 6. EQUITY
The following tables summarize changes in equity for the three and nine months ended March 31, 2024 and 2023:
For the three months ended March 31, 2024
Class A Common
Stock Class B Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
News
Corp
Equity Non-controlling
Interests Total
Equity
Shares Amount Shares Amount
(in millions)
Balance, December 31, 2023 380 $ 4 191 $ 2 $ 11,334 $ ( 1,958 ) $ ( 1,200 ) $ 8,182 $ 920 $ 9,102
Net income — — — — — 30 — 30 12 42
Other comprehensive loss — — — — — — ( 92 ) ( 92 ) ( 39 ) ( 131 )
Dividends — — — — ( 57 ) — — ( 57 ) ( 29 ) ( 86 )
Share repurchases ( 1 ) — ( 1 ) — ( 22 ) ( 5 ) — ( 27 ) — ( 27 )
Other 1 — 1 — 15 — — 15 ( 7 ) 8
Balance, March 31, 2024 380 $ 4 191 $ 2 $ 11,270 $ ( 1,933 ) $ ( 1,292 ) $ 8,051 $ 857 $ 8,908
For the three months ended March 31, 2023
Class A Common
Stock Class B Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
News
Corp
Equity Non-controlling
Interests Total
Equity
Shares Amount Shares Amount
(in millions)
Balance, December 31, 2022 382 $ 4 193 $ 2 $ 11,550 $ ( 2,186 ) $ ( 1,255 ) $ 8,115 $ 941 $ 9,056
Net income — — — — — 50 — 50 9 59
Other comprehensive loss — — — — — — ( 24 ) ( 24 ) ( 17 ) ( 41 )
Dividends — — — — ( 58 ) — — ( 58 ) ( 27 ) ( 85 )
Share repurchases ( 1 ) — — — ( 20 ) — — ( 20 ) — ( 20 )
Other 1 — — — 14 — — 14 1 15
Balance, March 31, 2023 382 $ 4 193 $ 2 $ 11,486 $ ( 2,136 ) $ ( 1,279 ) $ 8,077 $ 907 $ 8,984
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2024
Class A Common
Stock Class B Common
Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
News
Corp
Equity Non-controlling
Interests Total
Equity
Shares Amount Shares Amount
(in millions)
Balance, June 30, 2023 380 $ 4 192 $ 2 $ 11,449 $ ( 2,144 ) $ ( 1,247 ) $ 8,064 $ 881 $ 8,945
Net income — — — — — 216 — 216 67 283
Other comprehensive loss — — — — — — ( 45 ) ( 45 ) ( 21 ) ( 66 )
Dividends — — — — ( 114 ) — — ( 114 ) ( 57 ) ( 171 )
Share repurchases ( 3 ) — ( 1 ) — ( 77 ) (5) — ( 82 ) — ( 82 )
Other 3 — — — 12 — — 12 ( 13 ) ( 1 )
Balance, March 31, 2024 380 $ 4 191 $ 2 $ 11,270 $ ( 1,933 ) $ ( 1,292 ) $ 8,051 $ 857 $ 8,908
For the nine months ended March 31, 2023
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
News
Corp
Equity Non-controlling
Interests Total
Equity
Shares Amount Shares Amount
(in millions)
Balance, June 30, 2022 388 $ 4 197 $ 2 $ 11,779 $ ( 2,293 ) $ ( 1,270 ) $ 8,222 $ 921 $ 9,143
Net income — — — — — 157 — 157 62 219
Other comprehensive loss — — — — — — ( 9 ) ( 9 ) ( 14 ) ( 23 )
Dividends — — — — ( 116 ) — — ( 116 ) ( 58 ) ( 174 )
Share repurchases ( 8 ) — ( 4 ) — ( 194 ) — — ( 194 ) — ( 194 )
Other 2 — — — 17 — — 17 ( 4 ) 13
Balance, March 31, 2023 382 $ 4 193 $ 2 $ 11,486 $ ( 2,136 ) $ ( 1,279 ) $ 8,077 $ 907 $ 8,984
Stock Repurchases
The Company’s Board of Directors (the “Board of Directors”) has authorized a repurchase program to purchase up to $ 1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”). The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of March 31, 2024, the remaining authorized amount under the Repurchase Program was approximately $ 495 million.
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. 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.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Dividends
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. 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.
NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
In accordance with ASC 820, Fair Value Measurements (“ASC 820”) fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Observable inputs other than quoted prices included in Level 1. The Company could value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the Company, this primarily includes the use of forecasted financial information and other valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.
Under ASC 820, certain assets and liabilities are required to be remeasured to fair value at the end of each reporting period.
The following table summarizes those assets and liabilities measured at fair value on a recurring basis:
As of March 31, 2024 As of June 30, 2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(in millions)
Assets:
Interest rate derivatives - cash flow hedges $ — $ 29 $ — $ 29 $ — $ 41 $ — $ 41
Foreign currency derivatives - cash flow hedges — 1 — 1 — 2 — 2
Cross-currency interest rate derivatives - fair value hedges — — — — — 9 — 9
Cross-currency interest rate derivatives (a)
— — — — — 37 — 37
Equity and other securities
93 — 132 225 105 — 130 235
Total assets $ 93 $ 30 $ 132 $ 255 $ 105 $ 89 $ 130 $ 324
Liabilities:
Interest rate derivatives - cash flow hedges $ — $ ( 4 ) $ — $ ( 4 ) $ — $ — $ — $ —
Cross-currency interest rate derivatives - fair value hedges — — — — — ( 1 ) — ( 1 )
Cross-currency interest rate derivatives - cash flow hedges — ( 1 ) — ( 1 ) — — — —
Cross-currency interest rate derivatives (a)
— — — — — ( 2 ) — ( 2 )
Total liabilities $ — $ ( 5 ) $ — $ ( 5 ) $ — $ ( 3 ) $ — $ ( 3 )
(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Equity and other securities
The fair values of equity and other securities with quoted prices in active markets are determined based on the closing price at the end of each reporting period. These securities are classified as Level 1 in the fair value hierarchy outlined above. The fair values of equity and other securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.
A rollforward of the Company’s equity and other securities classified as Level 3 is as follows:
For the nine months ended
March 31,
2024 2023
(in millions)
Balance - beginning of period
$ 130 $ 103
Additions (a)
4 31
Sales — ( 2 )
Returns of capital ( 4 ) ( 5 )
Measurement adjustments — 1
Foreign exchange and other 2 2
Balance - end of period $ 132 $ 130
(a) The additions for the nine months ended March 31, 2023 primarily relate to Dow Jones’ investment in an artificial intelligence-focused data analytics company.
Derivative Instruments
The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risks managed by the Company through the use of derivative instruments include:
• foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in United States (“U.S.”) dollars, payments for customer premise equipment, certain programming rights, product development costs and inventory purchases; and
• interest rate risk: arising from fixed and floating rate Foxtel Debt Group and News Corporation borrowings.
During the nine months ended March 31, 2024, in connection with the 2024 Foxtel Credit Facility, the Company entered into (i) a cross-currency interest rate swap derivative with a notional amount of $ 49 million to exchange the U.S. dollar-denominated floating rate interest component of its 2024 Foxtel Credit Facility — Tranche 2 for an Australian dollar-denominated fixed rate of 4.375 % and (ii) interest rate swap derivatives with notional amounts totaling A$ 610 million to exchange the floating rate interest component of the remaining tranches to fixed rates ranging from 4.248 % to 4.338 %. These cross-currency interest rate swap and interest rate swap derivatives are accounted for as cash flow hedges under ASC 815, Derivatives and Hedging.
During the nine months ended March 31, 2024, the Company settled its hedges and derivatives related to the 2019 Credit facility and the 2012 U.S. private placement - USD portion - tranche 3. A gain of $ 5 million was recognized in Other, net related to the settlement of cross-currency interest rate swap derivatives for which hedge accounting was previously discontinued, and a gain of $ 7 million was recognized within Interest expense, net related to the remaining net derivative gains in Accumulated other comprehensive loss.
The Company formally designates qualifying derivatives as hedge relationships and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Derivatives are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:
Balance Sheet Classification
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Interest rate derivatives - cash flow hedges
Other current assets $ 14 $ 21
Foreign currency derivatives - cash flow hedges
Other current assets 1 2
Cross currency interest rate derivatives (a)
Other current assets — 1
Interest rate derivatives - cash flow hedges
Other non-current assets 15 20
Cross-currency interest rate derivatives - fair value hedges
Other non-current assets — 9
Cross-currency interest rate derivatives (a)
Other non-current assets — 36
Cross-currency interest rate derivatives - fair value hedges
Other current liabilities — ( 1 )
Cross-currency interest rate derivatives (a)
Other current liabilities — ( 2 )
Interest rate derivatives - cash flow hedges
Other non-current liabilities ( 4 ) —
Cross-currency interest rate derivatives - cash flow hedges
Other non-current liabilities ( 1 ) —
(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
Cash flow hedges
The Company utilizes a combination of interest rate derivatives, foreign currency derivatives and cross-currency interest rate derivatives to mitigate currency exchange rate risk and interest rate risk in relation to future interest and principal payments and payments for customer premise equipment, certain programming rights, product development costs and inventory purchases.
The total notional value of interest rate swap derivatives designated for hedging was approximately $ 488 million and A$ 610 million as of March 31, 2024 for News Corporation and Foxtel Debt Group borrowings, respectively. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2027. As of March 31, 2024, the Company estimates that approximately $ 14 million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.
The total notional value of foreign currency contract derivatives designated for hedging was $ 40 million as of March 31, 2024. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than one year . As of March 31, 2024, the Company estimates that approximately $ 1 million of net derivative losses related to its foreign currency contract derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.
The total notional value of cross-currency interest rate swap derivatives designated for hedging was approximately $ 49 million as of March 31, 2024. The maximum hedged term over which the Company is hedging exposure to variability in interest and principal payments is to July 2027. As of March 31, 2024, the Company estimates that approximately nil of net derivative gains related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three and nine months ended March 31, 2024 and 2023 for both derivatives designated as cash flow hedges that continue to be highly effective and derivatives initially designated as cash flow hedges but for which hedge accounting was discontinued as of December 31, 2020:
Gains (losses) recognized in Accumulated other comprehensive loss for the three and nine months ended March 31, 2024 and 2023, by derivative instrument:
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
(in millions)
Interest rate derivatives - cash flow hedges $ 10 $ ( 6 ) $ 3 $ 15
Foreign currency derivatives - cash flow hedges 2 — 2 ( 1 )
Cross-currency interest rate derivatives - cash flow hedges 2 — ( 1 ) —
Total $ 14 $ ( 6 ) $ 4 $ 14
(Gains) losses reclassified from Accumulated other comprehensive loss into the Statements of Operations for the three and nine months ended March 31, 2024 and 2023, by derivative instrument:
Income Statement
Classification
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
(in millions)
Interest rate derivatives - cash flow hedges Interest expense, net $ ( 5 ) $ ( 5 ) $ ( 19 ) $ ( 8 )
Foreign currency derivatives - cash flow hedges Operating expenses — 1 ( 2 ) 1
Cross-currency interest rate derivatives - cash flow hedges
Interest expense, net ( 3 ) — — —
Cross-currency interest rate derivatives (a)
Interest expense, net — — ( 1 ) ( 1 )
Total $ ( 8 ) $ ( 4 ) $ ( 22 ) $ ( 8 )
(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
The amounts recognized in Other, net in the Statements of Operations resulting from the changes in fair value of cross-currency interest rate derivatives that were discontinued as cash flow hedges due to hedge ineffectiveness as of December 31, 2020 was a gain of approximately $ 3 million for the nine months ended March 31, 2024 and a gain of approximately $ 1 million and $ 3 million for the three and nine months ended March 31, 2023, respectively.
Other Fair Value Measurements
As of March 31, 2024, the carrying value of the Company’s outstanding borrowings approximates the fair value. The 2022 Senior Notes and the 2021 Senior Notes are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. EARNINGS (LOSS) PER SHARE
The following table set forth the computation of basic and diluted earnings (loss) per share under ASC 260, Earnings per Share:
For the three months ended
March 31, For the nine months ended
March 31,
2024 2023 2024 2023
(in millions, except per share amounts)
Net income $ 42 $ 59 $ 283 $ 219
Net income attributable to noncontrolling interests ( 12 ) ( 9 ) ( 67 ) ( 62 )
Net income attributable to News Corporation stockholders $ 30 $ 50 $ 216 $ 157
Weighted-average number of shares of common stock outstanding - basic 570.9 575.4 571.7 577.6
Dilutive effect of equity awards 2.7 2.5 2.0 2.0
Weighted-average number of shares of common stock outstanding - diluted 573.6 577.9 573.7 579.6
Net income attributable to News Corporation stockholders per share - basic and diluted $ 0.05 $ 0.09 $ 0.38 $ 0.27
NOTE 9. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. As a result of entering into the 2024 Foxtel Credit Facility, the 2024 REA Credit Facility and the 2024 Subsidiary Facility during the 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.
As of March 31, 2024
Payments Due by Period
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
(in millions)
Borrowings (a)
$ 2,891 $ 35 $ 1,080 $ 276 $ 1,500
Interest payments on borrowings (b)
645 150 257 142 96
(a) See Note 5—Borrowings.
(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.
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
The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company establishes an accrued liability for legal claims when it determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.
News America Marketing
In May 2020, the Company sold its News America Marketing business. In the transaction, the Company retained certain liabilities, including those arising from the legal proceeding with Insignia Systems, Inc. (“Insignia”). In July 2019, Insignia filed a complaint in the U.S. District Court for the District of Minnesota against News America Marketing FSI L.L.C., News America Marketing In-Store Services L.L.C. and News Corporation alleging violations of federal and state antitrust laws and common law business torts. The complaint sought treble damages, injunctive relief and attorneys’ fees and costs. In July 2022, the parties agreed to settle the litigation and Insignia’s claims were dismissed with prejudice.
HarperCollins
Beginning in February 2021, a number of purported class action complaints have been filed in the U.S. District Court for the Southern District of New York (the “N.Y. District Court”) against Amazon.com, Inc. (“Amazon”) and certain publishers, including the Company’s subsidiary, HarperCollins Publishers, L.L.C. (“HarperCollins” and together with the other publishers, the “Publishers”), alleging violations of antitrust and competition laws. The complaints seek treble damages, injunctive relief and attorneys’ fees and costs. In August 2023, the N.Y. District Court dismissed the complaints in one of the cases with prejudice and in March 2024, the court dismissed the complaint against the Publishers in the remaining case with prejudice. However, the plaintiffs’ time to appeal the N.Y. District Court’s decision to dismiss in the latter case does not expire until the complaint against Amazon in that case has been finally determined. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, HarperCollins believes it has been compliant with applicable laws and intends to defend itself vigorously.
U.K. Newspaper Matters
Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World , and at The Sun , and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.
In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as part of the separation of FOX Corporation (“FOX”) from 21st Century Fox, the Company, News Corp Holdings UK & Ireland, 21st Century Fox and FOX entered into a Partial Assignment and Assumption Agreement, pursuant to which, among other things, 21st Century Fox assigned, conveyed and transferred to FOX all of its indemnification obligations with respect to the U.K. Newspaper Matters.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The net expense related to the U.K. Newspaper Matters in Selling, general and administrative was $ 2 million and $ 4 million for the three months ended March 31, 2024 and 2023, respectively, and $ 7 million and $ 13 million for the nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $ 70 million. The amount to be indemnified by FOX of approximately $ 71 million was recorded as a receivable in Other current assets on the Balance Sheet as of March 31, 2024. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.
The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.
NOTE 10. INCOME TAXES
At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs.
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.
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.
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.
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.
Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that certain deferred tax assets may not be realized and therefore, a valuation allowance has been established against those tax assets.
The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing an audit with the Internal Revenue Service for the fiscal year ended June 30, 2018, as well as audits with certain U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and its liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Inflation Reduction Act (“IRA”), which was signed into law on August 16, 2022, imposes a 15% corporate minimum tax on corporations with over $1 billion of financial statement income. The Company has evaluated the relevant provisions of IRA along with guidance issued by the U.S. Treasury Department and is not expected to be subject to the corporate minimum tax.
The Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) has been working to develop an agreement on a two-pillar approach to help address tax challenges arising from taxation of the digital economy. The two-pillar approach seeks to (1) allocate profits to market jurisdictions (“Pillar One”), and (2) ensure multinational enterprises pay a minimum level of tax regardless of where they are headquartered or where they operate (“Pillar Two”).
Pillar One targets multinational groups with global revenue exceeding 20 billion Euros and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate their profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, the Company does not expect to be subject to Pillar One taxes.
Pillar Two establishes a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros. On December 15, 2022, European Union Member States unanimously adopted a directive implementing the global minimum tax rules of Pillar Two requiring members to enact the directive into their national laws which are expected to begin going into effect for tax years beginning on or after January 1, 2024. The majority of the EU countries and the U.K. enacted the Pillar Two legislation in 2023. The Company is currently evaluating the potential impact of the Pillar Two global minimum tax proposals on its consolidated financial statements and related disclosures.
The Company paid gross income taxes of $ 110 million and $ 114 million during the nine months ended March 31, 2024 and 2023, respectively, and received tax refunds of $ 9 million and $ 13 million, respectively.
NOTE 11. SEGMENT INFORMATION
The Company manages and reports its businesses in the following six segments:
• Digital Real Estate Services —The Digital Real Estate Services segment consists of the Company’s 61.4 % interest in REA Group and 80 % interest in Move. The remaining 20 % interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.
Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com ® , a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its 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.
• Subscription Video Services —The Company’s Subscription Video Services segment provides sports, entertainment and news services to pay-TV and streaming subscribers and other commercial licensees via satellite and internet distribution and consists of (i) the Company’s 65 % interest in the Foxtel Group (with the remaining 35 % interest held by Telstra, an ASX-listed telecommunications company) and (ii) Australian News Channel (“ANC”). The Foxtel Group is the largest Australian-based subscription television provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s Kayo Sports streaming service offer the leading sports programming content in Australia, with broadcast rights to live sporting events including: National Rugby League, Australian Football League, Cricket Australia and various motorsports programming. The Foxtel Group’s other streaming services include BINGE , its entertainment streaming service, and Foxtel Now, a streaming service that provides access across Foxtel’s live and on-demand content.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ANC operates the SKY NEWS network, Australia’s 24-hour multi-channel, multi-platform news service. ANC channels are distributed throughout Australia and New Zealand and available on Foxtel and Sky Network Television NZ. ANC also owns and operates the international Australia Channel IPTV service and offers content across a variety of digital media platforms, including web, mobile and third party providers.
• Dow Jones —The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal , Barron’s , MarketWatch and Investor’s Business Daily . Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy (which includes OPIS), a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.
• Book Publishing —The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and authors and a significant Christian publishing business.
• News Media —The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., TalkTV in the U.K. and Storyful, a social media content agency.
• Other —The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters.
Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses. Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Segment information is summarized as follows:
For the three months ended
March 31, For the nine months ended March 31,
2024 2023 2024 2023
(in millions)
Revenues:
Digital Real Estate Services $ 388 $ 363 $ 1,210 $ 1,170
Subscription Video Services 455 477 1,411 1,441
Dow Jones 544 529 1,665 1,607
Book Publishing 506 515 1,581 1,533
News Media 530 563 1,641 1,695
Other — — — —
Total revenues $ 2,423 $ 2,447 $ 7,508 $ 7,446
Segment EBITDA:
Digital Real Estate Services $ 104 $ 102 $ 373 $ 349
Subscription Video Services 66 68 236 269
Dow Jones 118 109 405 361
Book Publishing 62 61 212 151
News Media 26 34 92 111
Other ( 54 ) ( 54 ) ( 159 ) ( 162 )
Depreciation and amortization ( 192 ) ( 183 ) ( 542 ) ( 536 )
Impairment and restructuring charges ( 35 ) ( 25 ) ( 86 ) ( 65 )
Equity losses of affiliates ( 2 ) ( 10 ) ( 5 ) ( 43 )
Interest expense, net ( 19 ) ( 25 ) ( 67 ) ( 78 )
Other, net ( 10 ) 14 ( 23 ) ( 10 )
Income before income tax expense 64 91 436 347
Income tax expense ( 22 ) ( 32 ) ( 153 ) ( 128 )
Net income $ 42 $ 59 $ 283 $ 219
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Total assets:
Digital Real Estate Services $ 2,942 $ 2,942
Subscription Video Services 2,522 2,812
Dow Jones 4,123 4,305
Book Publishing 2,645 2,629
News Media 1,988 2,023
Other (a)
1,908 1,783
Investments 416 427
Total assets $ 16,544 $ 16,921
(a) The Other segment primarily includes Cash and cash equivalents.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Goodwill and intangible assets, net:
Digital Real Estate Services $ 1,785 $ 1,779
Subscription Video Services 1,219 1,288
Dow Jones 3,260 3,298
Book Publishing 925 958
News Media 301 306
Total Goodwill and intangible assets, net $ 7,490 $ 7,629
NOTE 12. ADDITIONAL FINANCIAL INFORMATION
Receivables, net
Receivables are presented net of allowances, which reflect the Company’s expected credit losses based on historical experience as well as current and expected economic conditions.
Receivables, net consist of:
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Receivables $ 1,501 $ 1,482
Less: allowances ( 63 ) ( 57 )
Receivables, net $ 1,438 $ 1,425
Other Non-Current Assets
The following table sets forth the components of Other non-current assets:
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Royalty advances to authors $ 377 $ 376
Retirement benefit assets 143 134
Inventory (a)
251 267
News America Marketing deferred consideration 167 157
Other 392 407
Total Other non-current assets $ 1,330 $ 1,341
(a) Primarily consists of the non-current portion of programming rights.
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other Current Liabilities
The following table sets forth the components of Other current liabilities:
As of
March 31, 2024 As of
June 30, 2023
(in millions)
Royalties and commissions payable $ 256 $ 206
Current operating lease liabilities 111 112
Allowance for sales returns 138 154
Programming rights payable
136 111
Other 289 370
Total Other current liabilities $ 930 $ 953
Other, net
The following table sets forth the components of Other, net:
For the three months ended March 31, For the nine months ended March 31,
2024 2023 2024 2023
(in millions)
Remeasurement of equity securities $ ( 1 ) $ ( 2 ) $ ( 11 ) $ ( 16 )
Dividends received from equity security investments 1 2 4 6
Gain on remeasurement of previously-held interest — — 4 —
Other ( 10 ) 14 ( 20 ) —
Total Other, net $ ( 10 ) $ 14 $ ( 23 ) $ ( 10 )
Supplemental Cash Flow Information
The following table sets forth the Company’s cash paid for interest and taxes:
For the nine months ended March 31,
2024 2023
(in millions)
Cash paid for interest $ 71 $ 69
Cash paid for taxes $ 110 $ 114
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.