What changed in this filing

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Item 1. Financial Statements

2024-11-08 compared with 2024-05-09 · 185 added, 371 removed, 521 unchanged (52% of the section changed)

4 unchanged sentences

For the three months ended

March 31, For the nine months ended

September 30,

Notes 2024 2023

20 unchanged sentences

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the three months ended

March 31, For the nine months ended

2024 2023 2024 2023

September 30,

Net income $ 144 $ 58

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation adjustments 170 ( 145 )

Net change in the fair value of cash flow hedges (a)

6 ( 8 ) ( 12 ) 5

Benefit plan adjustments, net (b)

Other comprehensive loss ( 131 ) ( 41 ) ( 66 ) ( 23 )

Comprehensive (loss) income ( 89 ) 18 217 196

Other comprehensive income (loss) 151 ( 131 )

Comprehensive income (loss) 295 ( 73 )

Net income attributable to noncontrolling interests ( 25 ) ( 28 )

Other comprehensive loss attributable to noncontrolling interests (c)

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.

Other comprehensive (income) loss attributable to noncontrolling interests (c)

Comprehensive income (loss) attributable to News Corporation stockholders $ 239 $ ( 70 )

(a) Net of income tax expense (benefit) of $( 6 ) million and $( 1 ) million for the three months ended September 30, 2024 and 2023, respectively.

(b) Net of income tax expense (benefit) of $( 1 ) million and $ 5 million for the three months ended September 30, 2024 and 2023, respectively.

3 unchanged sentences

(Millions, except share and per share amounts)

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

39 unchanged sentences

Total liabilities and equity $ 16,927 $ 16,684

(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.

(a) Class A common stock , $ 0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 379,296,926 and 378,670,671 shares issued and outstanding, net of 27,368,413 treasury shares at par, at September 30, 2024 and June 30, 2024, respectively.

(b) Class B common stock , $ 0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 189,966,150 and 190,423,250 shares issued and outstanding, net of 78,430,424 treasury shares at par, at September 30, 2024 and June 30, 2024, respectively.

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended

For the three months ended

September 30,

Notes 2024 2023

1 unchanged sentence

Net income $ 144 $ 58

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 189 171

1 unchanged sentence

Equity losses of affiliates 4 3 2

Cash distributions received from affiliates 4 7

Impairment charges 3 — 21

Deferred income taxes and taxes payable

Deferred income taxes 10 14 13

Other, net 12 ( 23 ) 36

3 unchanged sentences

Accounts payable and other liabilities ( 113 ) ( 197 )

Net cash provided by operating activities 844 670

Net cash provided by (used in) operating activities 64 ( 55 )

Investing activities:

1 unchanged sentence

Acquisitions, net of cash acquired ( 12 ) ( 20 )

Investments in equity affiliates and other, net

( 31 ) ( 105 )

Proceeds from property, plant and equipment and other asset dispositions — 51

Other, net — ( 21 )

Purchases of investments in equity affiliates and other ( 51 ) ( 31 )

Proceeds from sales of investments in equity affiliates and other 22 16

Net cash used in investing activities ( 136 ) ( 159 )

7 unchanged sentences

Net change in cash and cash equivalents ( 219 ) ( 279 )

Cash and cash equivalents, beginning of period 1,833 1,822

Cash and cash equivalents, beginning of year 1,960 1,833

Effect of exchange rate changes on cash and cash equivalents 37 ( 25 )

( 13 ) ( 11 )

Cash and cash equivalents, end of period $ 1,778 $ 1,529

4 unchanged sentences

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.

information services and news, digital real estate services, book publishing and subscription video services in Australia.

Basis of Presentation

7 unchanged sentences

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.

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 in fair value 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.”

2 unchanged sentences

Fiscal 2025 and fiscal 2024 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.

All references to the three months ended September 30, 2024 and 2023 relate to the three months ended September 29, 2024 and October 1, 2023, respectively.

For convenience purposes, the Company continues to date its Consolidated Financial Statements as of September 30.

Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current fiscal year presentation.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (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.

ASU 2023-07 requires the amendments to be applied retrospectively and is effective for the Company’s annual reporting period 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 financial statement disclosures.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

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.

ASU 2023-09 is effective for the Company’s annual reporting period 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.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Services Subscription

Services Dow Jones Book

Publishing News Media Other Total

(in millions)

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

Services Subscription

Services Dow Jones Book

Publishing News Media Other Total

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses.

ASU 2024-03 is effective for the Company’s annual reporting period beginning on July 1, 2027 and interim reporting periods beginning on July 1, 2028, with early adoption permitted.

The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

The following tables present the Company’s disaggregated revenues by type and segment for the three months ended September 30, 2024 and 2023:

For the three months ended September 30, 2024

Dow Jones Digital Real

Services Book

Publishing Subscription

Services News Media Other Total

(in millions)

5 unchanged sentences

Total Revenues $ 552 $ 457 $ 546 $ 501 $ 521 $ — $ 2,577

For the nine months ended March 31, 2024

Services Subscription

Services Dow Jones Book

Publishing News Media Other Total

For the three months ended September 30, 2023

Dow Jones Digital Real

Services Book

Publishing Subscription

Services News Media Other Total

(in millions)

7 unchanged sentences

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2023

Services Subscription

Services Dow Jones Book

Publishing News Media Other Total

(in millions)

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:

The following table presents changes in the deferred revenue balance for the three months ended September 30, 2024 and 2023:

For the three months ended

March 31, For the nine months ended

2024 2023 2024 2023

September 30,

(in millions)

5 unchanged sentences

Balance, end of period $ 559 $ 624

(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.

(a) For the three months ended September 30, 2024 and 2023, the Company recognized $ 340 million and $ 393 million, respectively, of revenue which was included in the opening deferred revenue balance.

Contract assets were immaterial for disclosure as of September 30, 2024 and 2023.

Other Revenue Disclosures

2 unchanged sentences

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 .

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2024, the Company recognized approximately $ 112 million 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 September 30, 2024 was approximately $ 1,324 million, of which approximately $ 381 million is expected to be recognized over the remainder of fiscal 2025, $ 354 million is expected to be recognized in fiscal 2026 and $ 235 million is expected to be recognized in fiscal 2027, with the remainder to be recognized thereafter.

IMPAIRMENT AND RESTRUCTURING CHARGES

Restructuring

During the three months ended September 30, 2024 and 2023, the Company recorded restructuring charges of $ 24 million and $ 17 million, respectively, primarily related to employee termination benefits.

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.

During the three months ended September 30, 2023, the Company recognized non-cash impairment charges of $ 21 million at the News Media segment related to the write-down of fixed assets associated with the combination of News UK’s printing operations with those of DMG Media.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Changes in restructuring program liabilities were as follows:

For the three months ended March 31,

benefits Other costs Total One time

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,

For the three months ended September 30,

benefits Other costs Total One time

6 unchanged sentences

Balance, end of period $ 26 $ 33 $ 59 $ 29 $ 41 $ 70

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.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024, restructuring liabilities of approximately $ 33 million were included in the Balance Sheet in Other current liabilities and $ 26 million were included in Other non-current liabilities.

The Company’s investments were comprised of the following:

Ownership Percentage as of March 31, 2024 As of

March 31, 2024 As of

Ownership Percentage as of September 30, 2024 As of

September 30, 2024 As of

June 30, 2024

7 unchanged sentences

(“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.

In August 2024, REA Group announced that PropertyGuru had entered into an agreement to be acquired by a third party, which will result in the divestiture of REA Group’s interest in PropertyGuru upon completion.

The transaction is expected to close later in the fiscal year.

(b) Equity and other securities are primarily comprised of Nexxen International, Ltd., certain investments in China, RipJar Ltd., an artificial intelligence-focused data analytics company, and ARN Media Limited, which operates a portfolio of Australian radio media assets.

The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values.

2 unchanged sentences

For the three months ended

March 31, For the nine months ended

2024 2023 2024 2023

(in millions) (in millions)

Total losses recognized on equity securities $ ( 1 ) $ ( 2 ) $ ( 11 ) $ ( 16 )

Net gains recognized on equity securities sold — — — 2

Unrealized losses recognized on equity securities held at end of period $ ( 1 ) $ ( 2 ) $ ( 11 ) $ ( 18 )

September 30,

(in millions)

Total gains (losses) recognized on equity securities $ 10 $ ( 23 )

Net gains (losses) recognized on equity securities sold

Unrealized gains (losses) recognized on equity securities held at end of period $ 10 $ ( 23 )

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.

The Company’s share of the losses of its equity affiliates was $ 3 million and $ 2 million for the three months ended September 30, 2024 and 2023, respectively.

NEWS CORPORATION

1 unchanged sentence

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

Interest rate at September 30, 2024 Maturity at September 30, 2024 As of

September 30, 2024 As of

June 30, 2024

15 unchanged sentences

Telstra facility 12.25 % Dec 22, 2027 89 93

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)

2024 REA credit facility — tranche 1 (f)

5.93 % Sep 15, 2028 — —

2024 REA credit facility — tranche 2 (g)

2024 REA credit facility — tranche 2 (f)

5.63 % Sep 16, 2025 138 79

1 unchanged sentence

— % Sep 28, 2025 — 55

2022 Credit facility — tranche 1 (f)

— % Sep 16, 2024 — 211

2022 Credit facility — tranche 2 (f)

— % Sep 16, 2025 — —

Finance Leases

6 unchanged sentences

(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 %.

For the three months ended September 30, 2024, the Company was paying interest at an effective interest rate of 3.521 %.

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.

(c) As of September 30, 2024, the Foxtel Debt Group had total undrawn commitments of A$ 203 million available under these facilities.

For the three months ended September 30, 2024, the Company was paying interest at an effective interest rate of 7.25 % 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 %.

For the three months ended September 30, 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.

(f) As of September 30, 2024, REA Group had total undrawn commitments of A$ 400 million available under this facility.

(g) This facility was terminated by REA Group during the three months ended September 30, 2024, with the amount outstanding repaid using capacity available under the 2024 REA Credit Facility.

(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.

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.

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.

$ 16 million and $ 21 million relates to the current portion of finance lease liabilities as of September 30, 2024 and June 30, 2024, respectively, with the remainder as of September 30, 2024 consisting of required principal repayments on the 2022 Term Loan A, 2024 Foxtel Credit Facility — tranches 2 and 3 and 2024 REA credit facility — tranche 2.

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 2024 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.

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

Capital Accumulated

Deficit Accumulated

Comprehensive

Equity Non-controlling

Interests Total

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

Capital Accumulated

Deficit Accumulated

Comprehensive

Equity Non-controlling

Interests Total

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

The Company was in compliance with all such covenants at September 30, 2024.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024

The following tables summarize changes in equity for the three months ended September 30, 2024 and 2023:

For the three months ended September 30, 2024

Class A Common

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Net income — — — — — 119 — 119 25 144

Other comprehensive loss — — — — — — ( 45 ) ( 45 ) ( 21 ) ( 66 )

Other comprehensive income — — — — — — 120 120 31 151

Dividends — — — — ( 57 ) — — ( 57 ) ( 35 ) ( 92 )

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Other 1 — — — ( 11 ) — — ( 11 ) 1 ( 10 )

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

Balance, September 30, 2024 379 $ 4 190 $ 2 $ 11,157 $ ( 1,779 ) $ ( 1,131 ) $ 8,253 $ 913 $ 9,166

For the three months ended September 30, 2023

Common Stock Class B

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Other 2 — — — ( 16 ) — — ( 16 ) ( 6 ) ( 22 )

Balance, March 31, 2023 382 $ 4 193 $ 2 $ 11,486 $ ( 2,136 ) $ ( 1,279 ) $ 8,077 $ 907 $ 8,984

Balance, September 30, 2023 381 $ 4 192 $ 2 $ 11,347 $ ( 2,114 ) $ ( 1,347 ) $ 7,892 $ 844 $ 8,736

Stock Repurchases

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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.

As of September 30, 2024, the remaining authorized amount under the Repurchase Program was approximately $ 422 million.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

Stock repurchases under the Repurchase Program commenced on November 9, 2021.

The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the three months ended September 30, 2024 and 2023:

For the three months ended September 30,

(in millions)

Class A Common Stock

0.9 $ 25 1.0 $ 20

Class B Common Stock

1.3 $ 38 1.4 $ 29

In August 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 October 9, 2024 to stockholders of record as of September 11, 2024.

The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors.

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

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

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Interest rate derivatives - cash flow hedges $ — $ 14 $ — $ 14 $ — $ 29 $ — $ 29

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

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Interest rate derivatives - cash flow hedges $ — $ ( 5 ) $ — $ ( 5 ) $ — $ — $ — $ —

Cross-currency interest rate derivatives - fair value hedges — — — — — ( 1 ) — ( 1 )

Foreign currency derivatives - cash flow hedges — ( 2 ) — ( 2 ) — — — —

Cross-currency interest rate derivatives - cash flow hedges — ( 4 ) — ( 4 ) — ( 2 ) — ( 2 )

Cross-currency interest rate derivatives (a)

— — — — — ( 2 ) — ( 2 )

Total liabilities $ — $ ( 11 ) $ — $ ( 11 ) $ — $ ( 2 ) $ — $ ( 2 )

(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.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Equity and Other Securities

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

For the nine months ended

For the three months ended

September 30,

(in millions)

Balance - beginning of period

Additions (a)

Sales — ( 2 )

Returns of capital ( 4 ) ( 5 )

Measurement adjustments — 1

Foreign exchange and other 2 ( 2 )

Balance - end of period $ 124 $ 128

(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

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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.

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Balance Sheet Classification

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

(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.

Interest rate derivatives - cash flow hedges Other current assets $ 7 $ 15

Interest rate derivatives - cash flow hedges Other non-current assets 7 14

Interest rate derivatives - cash flow hedges Other current liabilities ( 1 ) —

Foreign currency derivatives - cash flow hedges Other current liabilities ( 2 ) —

Cross-currency interest rate derivatives - cash flow hedges Other current liabilities ( 1 ) —

Interest rate derivatives - cash flow hedges Other non-current liabilities ( 4 ) —

Cross-currency interest rate derivatives - cash flow hedges Other non-current liabilities ( 3 ) ( 2 )

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 total notional value of interest rate swap derivatives designated for hedging was approximately $ 484 million and A$ 610 million as of September 30, 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.

As of September 30, 2024, the Company estimates that approximately $ 7 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 $ 77 million as of September 30, 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.

As of September 30, 2024, the Company estimates that approximately $ 2 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 $ 44 million as of September 30, 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.

As of September 30, 2024, the Company estimates that approximately $ 1 million of net derivative losses 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.

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 months ended September 30, 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:

NEWS CORPORATION

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:

Gains (losses) recognized in Accumulated other comprehensive loss for the three months ended September 30, 2024 and 2023, by derivative instrument:

For the three months ended

March 31, For the nine months ended

2024 2023 2024 2023

September 30,

(in millions)

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Total $ ( 20 ) $ 9

(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:

(Gains) losses reclassified from Accumulated other comprehensive loss into the Statements of Operations for the three months ended September 30, 2024 and 2023, by derivative instrument:

Income Statement

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For the three months ended

March 31, For the nine months ended

2024 2023 2024 2023

September 30,

(in millions)

Interest rate derivatives - cash flow hedges Interest expense, net $ ( 4 ) $ ( 10 )

Foreign currency derivatives - cash flow hedges Operating expenses — 1 ( 2 ) 1

Cross-currency interest rate derivatives - cash flow hedges

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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.

As of September 30, 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.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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:

The following table sets 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

2024 2023 2024 2023

September 30,

(in millions, except per share amounts)

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Net income attributable to News Corporation stockholders per share - basic and diluted $ 0.21 $ 0.05

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

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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

(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.

The Company’s commitments as of September 30, 2024 have not changed significantly from the disclosures included in the 2024 Form 10-K.

Contingencies

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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.

NEWS CORPORATION

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.

4 unchanged sentences

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

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The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the separation of the Company from Twenty-First Century Fox, Inc.

4 unchanged sentences

Newspaper Matters.

NEWS CORPORATION

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.

Newspaper Matters in Selling, general and administrative was $ 2 million and $ 3 million for the three months ended September 30, 2024 and 2023, respectively.

As of September 30, 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 $ 62 million.

The amount to be indemnified by FOX of approximately $ 68 million was recorded as a receivable in Other current assets on the Balance Sheet as of September 30, 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.

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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.

For the three months ended September 30, 2024, the Company recorded income tax expense of $ 60 million on pre-tax income of $ 204 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.

For the three months ended September 30, 2023, the Company recorded income tax expense of $ 37 million on pre-tax income of $ 95 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

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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.

The Company is currently undergoing audits with certain U.S.

states and foreign jurisdictions.

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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 Organization for Economic Cooperation and Development (“OECD”) continues to develop detailed rules to assist member states in the implementation of landmark reforms to the international tax system, as agreed in October 2021 by 136 members of the OECD/G20 Inclusive Framework.

These rules are intended to address certain tax challenges arising from digitalization of the global economy and ensure that companies pay a global minimum level of taxation in countries where they operate.

The OECD’s recommendations call for a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros.

In December 2022, European Union (“EU”) member states agreed to adopt the OECD’s minimum tax rules which began going into effect in 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.

enacted minimum tax legislation in 2023.

Several other countries, including Australia, have proposed changes to their tax law to implement the OECD’s minimum tax proposal.

Global minimum tax legislation will generally be effective for the Company’s financial year beginning on July 1, 2024.

The Company has assessed the potential impact of global minimum tax proposals in the jurisdictions where it operates, including available transitional safe harbor relief which provides more simplified measures, on its consolidated financial statements and related disclosures.

Based on its assessment, these rules are not expected to have a material impact on the Company’s results of operations.

However, the application of the rules continues to evolve, and its outcome may alter aspects of how the Company’s tax obligations are determined in countries in which it does business.

The Company continues to evaluate the potential impact of these rules.

The Company paid gross income taxes of $ 48 million and $ 25 million during the three months ended September 30, 2024 and 2023, respectively, and received tax refunds of $ 1 million and $ 8 million, respectively.

SEGMENT INFORMATION

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

• 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, 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.

• 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.

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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 offers real estate advertising solutions to agents and brokers, including its Connections SM Plus, Market VIP SM , Advantage SM Pro and Listing Toolkit products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling.

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.

NEWS CORPORATION

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’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.

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Martin Luther King, Jr.

It is also home to many beloved children’s books and authors and a significant Christian publishing business.

It is also home to many beloved children’s books and series and a significant Christian publishing business.

The Foxtel Group is the largest Australian-based subscription television provider.

Its Foxtel pay-TV service provides approximately 200 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 products and services include BINGE , its entertainment streaming service, Foxtel Now, a streaming service that provides access across Foxtel’s live and on-demand content, and Hubbl, its content aggregation platform.

ANC operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service.

ANC channels are distributed throughout Australia on Foxtel and Sky News is distributed in New Zealand by Sky Network Television Limited.

ANC also owns and operates the IPTV Australia Channel, which is available in territories outside Australia and New Zealand, and offers content across a variety of digital media platforms, including web, mobile and third-party providers.

• 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.

This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K.

and Storyful, a social media content agency.

10 unchanged sentences

Segment information is summarized as follows:

For the three months ended

March 31, For the nine months ended March 31,

2024 2023 2024 2023

For the three months ended September 30,

(in millions)

Digital Real Estate Services $ 388 $ 363 $ 1,210 $ 1,170

Subscription Video Services 455 477 1,411 1,441

Dow Jones $ 552 $ 537

Digital Real Estate Services 457 403

Book Publishing 546 525

Subscription Video Services 501 486

News Media 521 548

Other — — — —

Total Revenues $ 2,577 $ 2,499

Segment EBITDA:

Digital Real Estate Services $ 104 $ 102 $ 373 $ 349

Subscription Video Services 66 68 236 269

Dow Jones $ 131 $ 124

Digital Real Estate Services 140 122

Book Publishing 81 65

Subscription Video Services 92 93

News Media 16 14

8 unchanged sentences

Net income $ 144 $ 58

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

1 unchanged sentence

Total assets:

Digital Real Estate Services $ 2,942 $ 2,942

Subscription Video Services 2,522 2,812

Dow Jones $ 4,113 $ 4,139

Digital Real Estate Services 3,090 3,020

Book Publishing 2,824 2,647

Subscription Video Services 2,556 2,587

News Media 2,115 2,003

4 unchanged sentences

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

1 unchanged sentence

Goodwill and intangible assets, net:

Digital Real Estate Services $ 1,785 $ 1,779

Subscription Video Services 1,219 1,288

Dow Jones $ 3,248 $ 3,248

Digital Real Estate Services 1,851 1,828

Book Publishing 922 914

Subscription Video Services 1,253 1,224

News Media 308 294

4 unchanged sentences

Receivables, net consist of:

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

5 unchanged sentences

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

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

3 unchanged sentences

Inventory (a)

News America Marketing deferred consideration 167 157

Other 428 422

5 unchanged sentences

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

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

7 unchanged sentences

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

For the three months ended September 30,

(in millions)

6 unchanged sentences

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

For the nine months ended March 31,

For the three months ended September 30,

(in millions)

2 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.

What changed 10-Q

Item 1. Financial Statements