What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-08 compared with 2024-05-09 · 218 added, 358 removed, 222 unchanged (72% of the section changed)

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The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements.

These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives, including announced headcount reductions, and the outcome of contingencies such as litigation and investigations.

These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.

Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties.

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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.

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

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• Overview of the Company’s Businesses —This section provides a general description of the Company’s businesses, as well as developments that occurred to date during fiscal 2025 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

• Results of Operations —This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2024 and 2023.

• Results of Operations —This section provides an analysis of the Company’s results of operations for the three months ended September 30, 2024 and 2023.

This analysis is presented on both a consolidated basis and a segment basis.

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In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2024 and 2023, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2024.

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the three months ended September 30, 2024 and 2023, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of September 30, 2024.

OVERVIEW OF THE COMPANY’S BUSINESSES

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.

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.

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Other Business Developments

Announced Headcount Reduction

In response to the macroeconomic challenges facing many of the Company’s businesses, the Company implemented a number of cost savings initiatives, including the 5% headcount reduction announced in February 2023.

The headcount reduction was substantially completed as of December 31, 2023 and the Company recognized associated cash restructuring charges of approximately $106 million.

Based on the actions taken, the Company expects to generate annualized gross cost savings of at least $160 million, the majority of which will be reflected in fiscal 2024.

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

Combination of U.K.

Printing Operations

In October 2023, News UK and DMG Media announced a proposed arrangement to combine certain printing operations of both companies within a separate joint venture.

The Company believes this proposal would help improve the efficiency of News UK and DMG Media’s print operations and establish a sustainable business model for national newspaper printing in the U.K.

The proposed arrangement received regulatory approval in March 2024.

The joint venture arrangement is expected to be effectuated in the fourth quarter of fiscal 2024.

The Company previously announced that in response to third party interest, it was reviewing strategic and financial options for the Foxtel Group, including its capital structure and assets.

There is no assurance regarding the timing of any action or transaction, nor that the strategic review will result in a transaction or other strategic change.

RESULTS OF OPERATIONS

Results of Operations—For the three and nine months ended March 31, 2024 versus the three and nine months ended March 31, 2023

The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2024 as compared to the three and nine months ended March 31, 2023:

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change %

(in millions, except %) Better/(Worse) Better/(Worse)

Results of Operations—For the three months ended September 30, 2024 versus the three months ended September 30, 2023

The following table sets forth the Company’s operating results for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023:

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 1,157 $ 1,129 $ 28 2 %

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** not meaningful

Revenues — Revenues decreased $24 million, or 1%, and increased $62 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

The revenue decrease for the three months ended March 31, 2024 was primarily due to decreases at the News Media segment driven by lower advertising revenues primarily at News Corp Australia, at the Subscription Video Services segment primarily due to the negative impact of foreign currency fluctuations and lower residential subscription revenues, partially offset by higher streaming revenues, and at the Book Publishing segment due to lower physical book sales, partially offset by improved returns in the U.S.

and higher digital book sales.

The decreases were partially offset by higher revenues at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move driven by the continued impact of the macroeconomic environment on the U.S.

housing market, and at the Dow Jones segment primarily due to higher professional information business revenues.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $21 million, or 1%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

The revenue increase for the nine months ended March 31, 2024 was primarily due to increases at the Dow Jones segment driven by higher professional information business revenues, at the Book Publishing segment primarily due to higher digital book sales and improved returns in the U.S.

driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year, partially offset by lower physical book sales and at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move driven by the continued impact of the macroeconomic environment on the U.S.

housing market.

These increases were partially offset by lower revenues at the News Media segment driven by lower advertising revenues primarily at News Corp Australia and at the Subscription Video Services segment primarily due to the negative impact of foreign currency fluctuations.

Revenues —Revenues increased $78 million, or 3%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

The revenue increase for the three months ended September 30, 2024 was driven by higher revenues at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, at the Book Publishing segment primarily due to higher digital book sales and improved returns in the U.S., at the Dow Jones segment driven by higher professional information business revenues and at the Subscription Video Services segment primarily due to higher streaming revenues and the positive impact of foreign currency fluctuations, partially offset by lower residential subscription revenues.

These increases were partially offset by lower revenues at the News Media segment driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024 and lower advertising and circulation and subscription revenues.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $22 million for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

dollar against local currencies resulted in a revenue increase of $35 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S.

dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

Operating expenses — Operating expenses decreased $48 million, or 4%, and $61 million, or 2%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

The decrease in operating expenses for the three months ended March 31, 2024 was driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures and at the News Media segment primarily due to lower production costs at News UK driven by lower print volume and newsprint prices.

The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in an Operating expense decrease of $9 million, or 1%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

The decrease in operating expenses for the nine months ended March 31, 2024 was driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, at the News Media segment driven by lower production costs at News UK due to lower print volume and newsprint prices and at the Digital Real Estate Services segment primarily due to lower employee costs at Move.

These decreases were partially offset by higher expenses at the Subscription Video Services segment driven by higher sports programming rights costs due to contractual increases.

The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in an Operating expense decrease of $4 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Selling, general and administrative — Selling, general and administrative increased $22 million, or 3%, and $43 million, or 2%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

The increase in Selling, general and administrative for the three months ended March 31, 2024 was primarily due to higher expenses at the Digital Real Estate Services segment driven by higher employee costs at REA Group and increased marketing spend at Move, at the Dow Jones segment primarily due to higher marketing costs and at the Book Publishing segment driven by higher employee costs.

These increases were partially offset by lower expenses at the Subscription Video Services segment primarily due to lower technology costs.

The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative.

Operating expenses —Operating expenses decreased $10 million, or 1%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

The decrease in operating expenses for the three months ended September 30, 2024 was driven by lower expenses at the News Media segment driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, partially offset by higher expenses at the Subscription Video Services segment driven by costs related to the Hubbl product, higher sports programming rights costs due to contractual increases and higher production costs.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a Selling, general and administrative decrease of $6 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

The increase in Selling, general and administrative for the nine months ended March 31, 2024 was primarily due to higher expenses at the Digital Real Estate Services segment driven by higher employee costs at REA Group and increased marketing spend at Move, at the Book Publishing segment driven by higher employee costs and at the Dow Jones segment driven by increased marketing spend.

These increases were partially offset by lower expenses at the Subscription Video Services segment primarily due to lower technology costs.

The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative.

dollar against local currencies resulted in an Operating expense increase of $15 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Selling, general and administrative —Selling, general and administrative increased $37 million, or 4%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

The increase in Selling, general and administrative for the three months ended September 30, 2024 was primarily due to higher costs at the Digital Real Estate Services segment driven by REA Group, including $12 million of costs related to the withdrawn offer to acquire Rightmove and higher employee costs.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a Selling, general and administrative decrease of $4 million for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Depreciation and amortization — Depreciation and amortization expense increased $9 million, or 5%, and $6 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

dollar against local currencies resulted in a Selling, general and administrative increase of $12 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Depreciation and amortization —Depreciation and amortization expense increased $18 million, or 11%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024, driven by higher depreciation of capitalized software costs, primarily at the Subscription Video Services and Digital Real Estate Services segments.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a depreciation and amortization expense decrease of $3 million, or 2%, and $7 million, or 1%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

Impairment and restructuring charges — During the nine months ended March 31, 2024, the Company recognized non-cash impairment charges of $22 million at the News Media segment related to the write-down of fixed assets associated with the combination of certain U.K.

printing operations with those of a third party.

During the three and nine months ended March 31, 2024, the Company recorded restructuring charges of $35 million and $62 million, respectively.

During the three and nine months ended March 31, 2023, the Company recorded restructuring charges of $25 million and $65 million, respectively.

dollar against local currencies resulted in a depreciation and amortization expense increase of $2 million, or 2%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

Impairment and restructuring charges —During the three months ended September 30, 2024, there were no impairment charges.

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.

During the three months ended September 30, 2024 and 2023, the Company recorded restructuring charges of $24 million and $17 million, respectively.

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

Equity losses of affiliates — Equity losses of affiliates decreased by $8 million and $38 million for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023, primarily due to the absence of losses from an investment in an Australian sports wagering venture recognized during the three and nine months ended March 31, 2023.

Equity losses of affiliates —Equity losses of affiliates increased by $1 million, or 50%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

See Note 4—Investments in the accompanying Consolidated Financial Statements.

Interest expense, net — Interest expense, net decreased by $6 million, or 24%, and $11 million, or 14%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023, driven by higher interest income as a result of higher interest rates on cash balances.

Interest expense, net —Interest expense, net decreased by $5 million, or 22%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024, driven by higher interest income as a result of higher interest rates on cash balances.

See Note 5—Borrowings and Note 7—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net — Other, net decreased by $24 million and $13 million for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

Other, net —Other, net increased by $58 million for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

See Note 12—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense — For the three months ended March 31, 2024, the Company recorded income tax expense of $22 million on pre-tax income of $64 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

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.

Income tax expense —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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See Note 10—Income Taxes in the accompanying Consolidated Financial Statements.

Net income — Net income for the three and nine months ended March 31, 2024 was $42 million and $283 million, respectively, compared to net income of $59 million and $219 million for the corresponding periods of fiscal 2023.

Net income for the three and nine months ended March 31, 2024 decreased by $17 million, or 29%, and increased by $64 million, or 29%, respectively, as compared to the corresponding periods of fiscal 2023, driven by the factors discussed above.

Net income attributable to noncontrolling interests — Net income attributable to noncontrolling interests increased by $3 million, or 33%, and $5 million, or 8%, for the three and nine months ended March 31, 2024, respectively, as compared to the corresponding periods of fiscal 2023.

Net income —Net income for the three months ended September 30, 2024 was $144 million compared to net income of $58 million for the corresponding period of fiscal 2024.

The increase of $86 million, or 148%, was driven by the factors discussed above.

Net income attributable to noncontrolling interests —Net income attributable to noncontrolling interests decreased by $3 million, or 11%, for the three months ended September 30, 2024, as compared to the corresponding period of fiscal 2024.

Segment Analysis

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As a result, users of the Company’s consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods.

The following table reconciles Net income to Total Segment EBITDA 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

The following table reconciles Net income to Total Segment EBITDA for the three months ended September 30, 2024 and 2023:

For the three months ended September 30,

(in millions)

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Total Segment EBITDA $ 415 $ 364

The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and nine months ended March 31, 2024 and 2023:

For the three months ended March 31,

The following table sets forth the Company’s Revenues and Segment EBITDA by reportable segment for the three months ended September 30, 2024 and 2023:

For the three months ended September 30,

(in millions) Revenues Segment

EBITDA Revenues Segment

Digital Real Estate Services $ 388 $ 104 $ 363 $ 102

Subscription Video Services 455 66 477 68

Dow Jones $ 552 $ 131 $ 537 $ 124

Book Publishing 506 62 515 61

News Media 530 26 563 34

Other — (54) — (54)

Total $ 2,423 $ 322 $ 2,447 $ 320

For the nine months ended March 31,

(in millions) Revenues Segment

EBITDA Revenues Segment

Digital Real Estate Services 457 140 403 122

Subscription Video Services 1,411 236 1,441 269

Dow Jones 1,665 405 1,607 361

Book Publishing 546 81 525 65

Subscription Video Services 501 92 486 93

News Media 521 16 548 14

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Total $ 2,577 $ 415 $ 2,499 $ 364

Digital Real Estate Services (16% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

Circulation and subscription $ 3 $ 3 $ — — % $ 8 $ 9 $ (1) (11) %

Advertising 32 35 (3) (9) % 99 103 (4) (4) %

Real estate 301 272 29 11 % 939 896 43 5 %

Other 52 53 (1) (2) % 164 162 2 1 %

Total Revenues 388 363 25 7 % 1,210 1,170 40 3 %

Operating expenses (46) (48) 2 4 % (142) (156) 14 9 %

Selling, general and administrative (238) (213) (25) (12) % (695) (665) (30) (5) %

Segment EBITDA $ 104 $ 102 $ 2 2 % $ 373 $ 349 $ 24 7 %

For the three months ended March 31, 2024, revenues at the Digital Real Estate Services segment increased $25 million, or 7%, as compared to the corresponding period of fiscal 2023.

Revenues at REA Group increased $34 million, or 15%, to $256 million for the three months ended March 31, 2024 from $222 million in the corresponding period of fiscal 2023, driven by higher Australian residential revenues due to price increases, increased depth penetration, favorable geographic mix and growth in national listings, partially offset by the $10 million, or 5%, negative impact of foreign currency fluctuations.

Revenues at Move decreased $9 million, or 6%, to $132 million for the three months ended March 31, 2024 from $141 million in the corresponding period of fiscal 2023, driven by the continued impact of the macroeconomic environment on the U.S.

housing market, including higher interest rates, which led to lower transaction volumes.

These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the core lead generation product.

Lead volumes increased 4% compared to the corresponding period of fiscal 2023 primarily due to product enhancements and some stabilization in the housing market.

For the three months ended March 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $2 million, or 2%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, which was partially offset by the adverse impact from Move and the $4 million, or 4%, negative impact of foreign currency fluctuations.

The contribution from REA Group increased primarily due to the higher revenues discussed above, partially offset by higher employee costs.

The adverse impact from Move was driven by $11 million of increased costs, primarily related to marketing spend, and the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.

For the nine months ended March 31, 2024, revenues at the Digital Real Estate Services segment increased $40 million, or 3%, as compared to the corresponding period of fiscal 2023.

Revenues at REA Group increased $95 million, or 13%, to $809 million for the nine months ended March 31, 2024 from $714 million in the corresponding period of fiscal 2023, primarily due to higher Australian residential revenues driven by price increases, increased depth penetration, favorable geographic mix and growth in national listings, partially offset by the $24 million, or 4%, negative impact of foreign currency fluctuations.

Revenues at Move decreased $55 million, or 12%, to $401 million for the nine months ended March 31, 2024 from $456 million in the corresponding period of fiscal 2023, driven by the continued impact of the macroeconomic environment on the U.S.

housing market, including higher interest rates.

The market downturn resulted in lower lead volumes, which decreased 5%, and lower transaction volumes.

These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the core lead generation product.

For the nine months ended March 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $24 million, or 7%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, partially offset by the adverse impact from Move and the $11 million, or 3%, negative impact of foreign currency fluctuations.

The contribution from REA Group increased primarily due to the higher revenues discussed above, partially offset by higher employee costs.

The adverse impact from Move was driven by the lower revenues discussed above and $11 million of increased costs in the third quarter of fiscal 2024, primarily related to marketing spend, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.

Subscription Video Services (19% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

Circulation and subscription $ 398 $ 419 $ (21) (5) % $ 1,217 $ 1,249 $ (32) (3) %

Advertising 47 49 (2) (4) % 160 160 — — %

Other 10 9 1 11 % 34 32 2 6 %

Total Revenues 455 477 (22) (5) % 1,411 1,441 (30) (2) %

Operating expenses (314) (323) 9 3 % (946) (921) (25) (3) %

Selling, general and administrative (75) (86) 11 13 % (229) (251) 22 9 %

Segment EBITDA $ 66 $ 68 $ (2) (3) % $ 236 $ 269 $ (33) (12) %

For the three months ended March 31, 2024, revenues at the Subscription Video Services segment decreased $22 million, or 5%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations.

Lower residential subscription revenues resulting from fewer residential broadcast subscribers were partially offset by the $11 million increase in streaming revenues, driven by increased volume and pricing at Kayo and increased pricing at BINGE , despite inflationary pressures.

Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the three months ended March 31, 2024 as compared to 26% in the corresponding period of fiscal 2023.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $18 million, or 4%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

For the three months ended March 31, 2024, Segment EBITDA decreased $2 million, or 3%, as compared to the corresponding period of fiscal 2023 primarily due to the decrease in revenues described above, $13 million of costs related to the launch of Hubbl and the $3 million, or 4%, negative impact of foreign currency fluctuations, partially offset by lower marketing, entertainment programming rights and technology costs.

For the nine months ended March 31, 2024, revenues at the Subscription Video Services segment decreased $30 million, or 2%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations.

Streaming revenues increased $46 million, driven by increased volume and pricing at Kayo and increased pricing at BINGE, despite a more difficult Summer sports season and inflationary pressures.

The increase in streaming revenues along with improvements in underlying advertising trends more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers.

Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the nine months ended March 31, 2024 as compared to 26% in the corresponding period of fiscal 2023.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $45 million, or 3%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

For the nine months ended March 31, 2024, Segment EBITDA decreased $33 million, or 12%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $23 million of costs related to the launch of Hubbl and the $8 million, or 3%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above and lower technology, marketing and entertainment programming rights costs.

Segment EBITDA additionally benefited from gross cost savings related to the announced 5% headcount reduction initiative.

The following tables provide information regarding certain key performance indicators for the Foxtel Group, the primary reporting unit within the Subscription Video Services segment, as of and for the three and nine months ended March 31, 2024 and 2023 (see the Company’s 2023 Form 10-K for further detail regarding these performance indicators):

As of March 31,

Broadcast Subscribers

Residential (a)

Commercial (b)

Streaming Subscribers (Total (Paid)) (c)

Kayo 1,466 (1,442 paid) 1,332 (1,309 paid)

BINGE 1,477 (1,453 paid) 1,529 (1,484 paid)

153 (146 paid) 178 (171 paid)

Total Subscribers (Total (Paid)) (d)

4,591 (4,537 paid) 4,662 (4,585 paid)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 2024 2023

Broadcast ARPU (e)

A$85 (US$56) A$84 (US$57) A$85 (US$56) A$83 (US$56)

Broadcast Subscriber Churn (f)

13.3% 12.3% 12.6% 13.2%

(a) Subscribing households throughout Australia as of March 31, 2024 and 2023.

(b) Commercial subscribers throughout Australia as of March 31, 2024 and 2023.

Commercial subscribers are calculated as residential equivalent business units and are derived by dividing total recurring revenue from these subscribers by an estimated average Broadcast ARPU which is held constant through the year.

Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.

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

(e) Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three and nine months ended March 31, 2024 and 2023.

(f) Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three and nine months ended March 31, 2024 and 2023.

Broadcast subscriber churn represents the number of residential subscribers whose service is disconnected, expressed as a percentage of the average total number of residential subscribers, presented on an annual basis.

Dow Jones (22% and 21% of the Company’s consolidated revenues in the nine months ended March 31, 2024 and 2023, respectively)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

Dow Jones (22% of the Company’s consolidated revenues in both the three months ended September 30, 2024 and 2023)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 459 $ 436 $ 23 5 %

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Segment EBITDA $ 131 $ 124 $ 7 6 %

For the three months ended March 31, 2024, revenues at the Dow Jones segment increased $15 million, or 3%, as compared to the corresponding period of fiscal 2023, primarily due to higher professional information business revenues.

Digital revenues at the Dow Jones segment represented 81% of total revenues for the three months ended March 31, 2024, as compared to 79% in the corresponding period of fiscal 2023.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $1 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

For the nine months ended March 31, 2024, revenues at the Dow Jones segment increased $58 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily due to higher professional information business revenues.

Digital revenues at the Dow Jones segment represented 80% of total revenues for the nine months ended March 31, 2024, as compared to 78% in the corresponding period of fiscal 2023.

For the three months ended September 30, 2024, revenues at the Dow Jones segment increased $15 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to higher professional information business revenues.

Digital revenues at the Dow Jones segment represented 82% of total revenues for the three months ended September 30, 2024, as compared to 81% in the corresponding period of fiscal 2024.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $8 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

dollar against local currencies resulted in a revenue increase of $2 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Circulation and Subscription Revenues

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription revenues:

3 unchanged sentences

Dow Jones Energy

63 55 8 15 % 186 160 26 16 %

Other information services

3 unchanged sentences

Total circulation and subscription revenues $ 459 $ 436 $ 23 5 %

Circulation and subscription revenues increased $19 million, or 4%, during the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Professional information business revenues increased $19 million, or 10%, primarily due to the $10 million increase in Risk & Compliance revenues and the $8 million increase in Dow Jones Energy revenues driven by new products and customers and price increases.

Circulation and other revenues were flat as the growth in digital-only subscriptions, primarily at The Wall Street Journal which benefited in part from an increase in bundle offers, was offset by print circulation declines.

Digital revenues represented 70% of circulation revenue for the three months ended March 31, 2024, as compared to 69% in the corresponding period of fiscal 2023.

Circulation and subscription revenues increased $65 million, or 5%, during the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Professional information business revenues increased $68 million, or 12%, primarily due to the $33 million increase in Risk & Compliance revenues and the $26 million increase in Dow Jones Energy revenues driven by new products and customers, price increases and a modest benefit from new events and one-time items.

Additionally, professional information business revenues benefited from the $9 million increase in Other information services revenues due to higher revenues at Factiva.

Circulation and other revenues decreased $3 million driven by print circulation declines and lower content licensing revenues, partially offset by growth in digital-only subscriptions, primarily at The Wall Street Journal which benefited from an increase in bundle offers.

Digital revenues represented 70% of circulation revenue for the nine months ended March 31, 2024, as compared to 69% in the corresponding period of fiscal 2023.

The following table summarizes average daily consumer subscriptions during the three months ended March 31, 2024 and 2023 for select publications and for all consumer subscription products:

For the three months ended March 31 (b) ,

Circulation and subscription revenues increased $23 million, or 5%, during the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Professional information business revenues increased $17 million, or 8%, primarily due to the $11 million and $7 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases.

Circulation and other revenues increased $6 million, or 3%, driven by higher content licensing revenues and increased circulation revenues due to growth in digital-only subscriptions, primarily from bundled offers, partially offset by print circulation declines.

Digital revenues represented 72% of circulation revenue for the three months ended September 30, 2024, as compared to 70% in the corresponding period of fiscal 2024.

The following table summarizes average daily consumer subscriptions during the three months ended September 30, 2024 and 2023 for select publications and for all consumer subscription products:

For the three months ended September 30 (b) ,

2024 2023 Change % Change

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Total subscriptions 5,908 5,308 600 11 %

(a) Based on internal data for the periods from January 1, 2024 through March 31, 2024 and January 2, 2023 through April 2, 2023, respectively, with independent verification procedures performed by PricewaterhouseCoopers LLP UK.

(a) Based on internal data for the periods from July 1, 2024 through September 29, 2024 and July 3, 2023 through October 1, 2023, respectively.

(b) Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members.

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Advertising Revenues

Advertising revenues decreased $2 million, or 2%, during the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, primarily due to the $4 million decrease in print advertising revenues driven by lower advertising spend primarily within the financial services sector, partially offset by the growth in digital advertising.

Digital advertising represented 63% of advertising revenue for the three months ended March 31, 2024, as compared to 59% in the corresponding period of fiscal 2023.

Advertising revenues decreased $10 million, or 3%, during the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, primarily due to the $12 million decrease in print advertising revenues driven by lower advertising spend within the financial services and technology sectors and for event sponsorships, partially offset by the growth in digital advertising.

Digital advertising represented 63% of advertising revenue for the nine months ended March 31, 2024, as compared to 61% in the corresponding period of fiscal 2023.

Advertising revenues decreased $6 million, or 7%, during the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024 primarily due to lower advertising spend in the technology and finance sectors.

Digital advertising represented 67% of advertising revenue for the three months ended September 30, 2024, as compared to 66% in the corresponding period of fiscal 2024.

Segment EBITDA

For the three months ended March 31, 2024, Segment EBITDA at the Dow Jones segment increased $9 million, or 8%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative, partially offset by higher marketing costs.

For the nine months ended March 31, 2024, Segment EBITDA at the Dow Jones segment increased $44 million, or 12%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative, partially offset by higher technology and marketing costs.

Book Publishing (21% of the Company’s consolidated revenues in both the nine months ended March 31, 2024 and 2023)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

For the three months ended September 30, 2024, Segment EBITDA at the Dow Jones segment increased $7 million, or 6%, as compared to the corresponding period of fiscal 2024, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher marketing and employee costs.

Digital Real Estate Services (18% and 16% of the Company’s consolidated revenues in the three months ended September 30, 2024 and 2023, respectively)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 2 $ 3 $ (1) (33) %

Advertising 38 35 3 9 %

Real estate 357 311 46 15 %

Other 60 54 6 11 %

Total Revenues 457 403 54 13 %

Operating expenses (47) (49) 2 4 %

Selling, general and administrative (270) (232) (38) (16) %

Segment EBITDA $ 140 $ 122 $ 18 15 %

For the three months ended September 30, 2024, revenues at the Digital Real Estate Services segment increased $54 million, or 13%, as compared to the corresponding period of fiscal 2024.

Revenues at REA Group increased $57 million, or 22%, to $318 million for the three months ended September 30, 2024 from $261 million in the corresponding period of fiscal 2024, primarily due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings, the $7 million, or 3%, positive impact of foreign currency fluctuations and higher revenues from REA India.

Revenues at Move decreased $2 million, or 1%, to $140 million for the three months ended September 30, 2024 from $142 million in the corresponding period of fiscal 2024, driven by the continued impact of the macroeconomic environment on the U.S.

housing market.

The challenging market conditions resulted in lower lead volumes, which decreased 1%, and lower transaction volumes.

These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the core lead generation product.

The decline was partially offset by revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues.

For the three months ended September 30, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $18 million, or 15%, as compared to the corresponding period of fiscal 2024.

The increase in Segment EBITDA was primarily driven by the higher contribution from REA Group, mainly due to the revenue drivers discussed above and the $3 million, or 3%, positive impact of foreign currency fluctuations, partially offset by $12 million of costs related to the withdrawn offer to acquire Rightmove and higher employee costs.

The increase was partially offset by the lower contribution from Move.

Book Publishing (21% of the Company’s consolidated revenues in both the three months ended September 30, 2024 and 2023)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Consumer $ 521 $ 502 $ 19 4 %

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Segment EBITDA $ 81 $ 65 $ 16 25 %

For the three months ended March 31, 2024, revenues at the Book Publishing segment decreased $9 million, or 2%, as compared to the corresponding period of fiscal 2023, primarily due to lower physical book sales driven by softness in consumer demand for frontlist titles, partially offset by improved returns in the U.S.

and higher digital book sales.

Digital sales increased by 5% as compared to the corresponding period of fiscal 2023 driven by growth in the downloadable audio market, which benefited from the contribution from the Spotify partnership.

Digital sales represented approximately 25% of consumer revenues, as compared to 23% in the corresponding period of fiscal 2023, and backlist sales represented approximately 63% of consumer revenues during the three months ended March 31, 2024, as compared to 60% in the corresponding period of fiscal 2023.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $3 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

For the three months ended March 31, 2024, Segment EBITDA at the Book Publishing segment increased $1 million, or 2%, as compared to the corresponding period of fiscal 2023, primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, largely offset by the lower revenues discussed above and higher employee costs.

For the nine months ended March 31, 2024, revenues at the Book Publishing segment increased $48 million, or 3%, as compared to the corresponding period of fiscal 2023, primarily due to higher digital book sales and improved returns in the U.S., driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year.

These improvements were partially offset by lower physical book sales.

Digital sales increased by 8% as compared to the corresponding period of fiscal 2023 driven by the contribution from the Spotify partnership as well as strong market growth for downloadable audiobook sales.

For the three months ended September 30, 2024, revenues at the Book Publishing segment increased $21 million, or 4%, as compared to the corresponding period of fiscal 2024, primarily due to higher digital book sales and improved returns in the U.S.

Digital sales increased by 15% as compared to the corresponding period of fiscal 2024 driven by strong market growth for audiobooks, including the contribution from the Spotify partnership and Hillbilly Elegy by J.D.

Vance, as well as growth in e-book sales.

Digital sales represented approximately 25% of consumer revenues, as compared to 22% in the corresponding period of fiscal 2024.

Backlist sales represented approximately 61% of consumer revenues during the nine months ended March 31, 2024, as compared to 60% in the corresponding period of fiscal 2023.

Backlist sales represented approximately 64% of consumer revenues during the three months ended September 30, 2024, as compared to 61% in the corresponding period of fiscal 2024.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $16 million, or 1%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

For the nine months ended March 31, 2024, Segment EBITDA at the Book Publishing segment increased $61 million, or 40%, as compared to the corresponding period of fiscal 2023, primarily due to the higher revenues discussed above and lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, partially offset by higher employee costs.

News Media (22% and 23% of the Company’s consolidated revenues in the nine months ended March 31, 2024 and 2023, respectively)

For the three months ended March 31, For the nine months ended March 31,

2024 2023 Change % Change 2024 2023 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

dollar against local currencies resulted in a revenue increase of $3 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

For the three months ended September 30, 2024, Segment EBITDA at the Book Publishing segment increased $16 million, or 25%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher employee costs.

Subscription Video Services (19% of the Company’s consolidated revenues in both the three months ended September 30, 2024 and 2023)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 425 $ 415 $ 10 2 %

5 unchanged sentences

Segment EBITDA $ 92 $ 93 $ (1) (1) %

Revenues at the News Media segment decreased $33 million, or 6%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Advertising revenues decreased $28 million, or 13%, as compared to the corresponding period of fiscal 2023.

The decrease was driven by lower print advertising primarily at News Corp Australia and lower digital advertising mainly due to a decline in traffic at some mastheads due to platform related changes.

Circulation and subscription revenues increased $1 million as compared to the corresponding period of fiscal 2023, driven by cover price increases, digital subscriber growth primarily at News UK and the $3 million positive impact of foreign currency fluctuations, partially offset by print volume declines.

For the three months ended September 30, 2024, revenues at the Subscription Video Services segment increased $15 million, or 3%, as compared to the corresponding period of fiscal 2024.

The increase was driven by higher streaming revenues of $16 million, due to increased volume and pricing at Kayo and BINGE, and the positive impact of foreign currency fluctuations, partially offset by lower residential subscription revenues resulting from fewer residential broadcast subscribers.

Foxtel Group streaming subscription revenues represented approximately 34% of total segment circulation and subscription revenues for the three months ended September 30, 2024, as compared to 30% in the corresponding period of fiscal 2024.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $3 million for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Segment EBITDA at the News Media segment decreased by $8 million, or 24%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.

Revenues at the News Media segment decreased $54 million, or 3%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Advertising revenues decreased $62 million, or 9%, as compared to the corresponding period of fiscal 2023, primarily due to lower print advertising at News Corp Australia and News UK and lower digital advertising, mainly due to a decline in traffic at some mastheads due to platform related changes, partially offset by the $7 million, or 1%, positive impact of foreign currency fluctuations.

Circulation and subscription revenues increased $19 million, or 2%, as compared to the corresponding period of fiscal 2023, driven by the $15 million, or 2%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth across key mastheads, partially offset by print volume declines.

dollar against local currencies resulted in a revenue increase of $11 million, or 2%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

For the three months ended September 30, 2024, Segment EBITDA decreased $1 million, or 1%, as compared to the corresponding period of fiscal 2024, driven by $11 million of costs related to the Hubbl product, higher sports programming rights costs due to contractual increases and higher production costs, partially offset by declines in other costs, including marketing and entertainment programming costs, the revenue drivers discussed above and the $2 million, or 2%, positive impact of foreign currency fluctuations.

The following tables provide information regarding certain key performance indicators for the Foxtel Group, the primary reporting unit within the Subscription Video Services segment, as of and for the three months ended September 30, 2024 and 2023 (see the Company’s 2024 Form 10-K for further detail regarding these performance indicators):

As of September 30,

Broadcast Subscribers

Residential (a)

Commercial (b)

Streaming Subscribers - Total (Paid) (c)

Kayo 1,511 (1,499) 1,411 (1,403)

BINGE 1,571 (1,552) 1,506 (1,449)

134 (131) 167 (161)

Total Subscribers - Total (Paid) (d)

4,658 (4,622) 4,646 (4,573)

For the three months ended September 30,

Broadcast ARPU (e)

A$89 (US$60) A$85 (US$56)

Broadcast Subscriber Churn (f)

(a) Subscribing households throughout Australia as of September 30, 2024 and 2023.

(b) Commercial subscribers throughout Australia as of September 30, 2024 and 2023.

Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.

(d) Total subscribers consists of Foxtel Group’s broadcast and primary streaming services listed above and other streaming services.

(e) Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three months ended September 30, 2024 and 2023.

(f) Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three months ended September 30, 2024 and 2023.

Broadcast Subscriber Churn represents the number of residential subscribers whose service is disconnected, expressed as a percentage of the average total number of residential subscribers, presented on an annual basis.

News Media (20% and 22% of the Company’s consolidated revenues in the three months ended September 30, 2024 and 2023, respectively)

For the three months ended September 30,

2024 2023 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 271 $ 275 $ (4) (1) %

Advertising 193 203 (10) (5) %

Other 57 70 (13) (19) %

Total Revenues 521 548 (27) (5) %

Operating expenses (286) (314) 28 9 %

Selling, general and administrative (219) (220) 1 — %

Segment EBITDA $ 16 $ 14 $ 2 14 %

Revenues at the News Media segment decreased $27 million, or 5%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Other revenues decreased $13 million, or 19%, primarily driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $10 million, or 5%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues, primarily at News Corp Australia, and lower digital advertising revenues at News UK, mainly due to a decline in traffic at some mastheads due to algorithm changes at certain platforms, partially offset by the $5 million, or 2%, positive impact of foreign currency fluctuations.

Circulation and subscription revenues decreased $4 million, or 1%, as compared to the corresponding period of fiscal 2024, driven by print volume declines, partially offset by cover price increases and the $6 million, or 3%, positive impact of foreign currency fluctuation.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $23 million, or 2%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Segment EBITDA at the News Media segment decreased by $19 million, or 17%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023, which includes $5 million of one-time costs at News UK pertaining to the combination of printing operations with DMG Media.

The decrease is primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.

dollar against local currencies resulted in a revenue increase of $12 million, or 2%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $2 million, or 14%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

The increase was driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, including lower Talk costs, largely offset by the lower revenues discussed above.

News Corp Australia

Revenues were $219 million for the three months ended March 31, 2024, a decrease of $23 million, or 10%, compared to revenues of $242 million in the corresponding period of fiscal 2023.

Advertising revenues decreased $16 million, or 16%, due to lower print and digital advertising revenues and the $3 million, or 3%, negative impact of foreign currency fluctuations.

Circulation and subscription revenues decreased $7 million, or 6%, driven by print volume declines and the $4 million, or 3%, negative impact of foreign currency fluctuations, partially offset by cover price increases and digital subscriber growth.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $8 million, or 4%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Revenues were $693 million for the nine months ended March 31, 2024, a decrease of $56 million, or 7%, compared to revenues of $749 million in the corresponding period of fiscal 2023.

Advertising revenues decreased $44 million, or 14%, due to lower print and digital advertising revenues and the $8 million, or 3%, negative impact of foreign currency fluctuations.

Circulation and subscription revenues decreased $13 million, or 4%, driven by print volume declines and the $10 million, or 3%, negative impact of foreign currency fluctuations, partially offset by cover price increases and digital subscriber growth.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $21 million, or 2%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Revenues were $234 million for the three months ended March 31, 2024, a decrease of $1 million as compared to revenues of $235 million in the corresponding period of fiscal 2023.

Advertising revenues decreased $8 million, or 11%, due to lower digital and print advertising revenues, partially offset by the $3 million, or 4%, positive impact of foreign currency fluctuations.

Circulation and subscription revenues increased $9 million, or 7%, primarily due to the $6 million, or 5%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines.

Revenues were $234 million for the three months ended September 30, 2024, a decrease of $4 million, or 2%, compared to revenues of $238 million in the corresponding period of fiscal 2024.

Circulation and subscription revenues decreased $4 million, or 4%, driven by print volume declines and lower content licensing revenues, partially offset by cover price increases.

Advertising revenues decreased $3 million, or 3%, due to lower print advertising revenues.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $10 million, or 5%, for the three months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

Revenues were $701 million for the nine months ended March 31, 2024, an increase of $7 million, or 1%, as compared to revenues of $694 million in the corresponding period of fiscal 2023.

Circulation and subscription revenues increased $31 million, or 8%, primarily due to the $24 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines.

Advertising revenues decreased $17 million, or 8%, driven by lower digital and print advertising revenues, partially offset by the $10 million, or 5%, positive impact of foreign currency fluctuations.

dollar against local currencies resulted in a revenue increase of $5 million, or 2%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

Revenues were $207 million for the three months ended September 30, 2024, a decrease of $21 million, or 9%, as compared to revenues of $228 million in the corresponding period of fiscal 2024.

Other revenues decreased $14 million, or 56%, primarily driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $9 million, or 15%, driven by lower digital advertising revenues mainly due to algorithm changes at certain platforms and lower print advertising revenues.

Circulation and subscription revenues increased $2 million, or 1%, due to the positive impact of foreign currency fluctuations, as cover price increases and higher content licensing revenues were more than offset by print volume declines.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $38 million, or 5%, for the nine months ended March 31, 2024 as compared to the corresponding period of fiscal 2023.

dollar against local currencies resulted in a revenue increase of $6 million, or 3%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

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The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand.

As of March 31, 2024, the Company’s cash and cash equivalents were $1.9 billion.

As of September 30, 2024, the Company’s cash and cash equivalents were $1.8 billion.

The Company also has available borrowing capacity under its revolving credit facility (the “Revolving Facility”) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired.

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There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms.

As of March 31, 2024, the Company’s consolidated assets included $830 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, $123 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

As of September 30, 2024, the Company’s consolidated assets included $859 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, approximately $100 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.

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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.

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.

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

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.

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.

Sources and Uses of Cash—For the nine months ended March 31, 2024 versus the nine months ended March 31, 2023

Net cash provided by operating activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):

For the nine months ended

Net cash provided by operating activities $ 844 $ 670

Net cash provided by operating activities increased by $174 million for the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023.

The increase was primarily due to lower working capital and higher Total Segment EBITDA, partially offset by higher restructuring payments.

Net cash used in investing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):

For the nine months ended

Sources and Uses of Cash—For the three months ended September 30, 2024 versus the three months ended September 30, 2023

Net cash provided by (used in) operating activities for the three months ended September 30, 2024 and 2023 was as follows (in millions):

For the three months ended

September 30,

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

Net cash provided by (used in) operating activities improved by $119 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

The increase was primarily due to lower working capital and higher Total Segment EBITDA, partially offset by higher tax payments.

Net cash used in investing activities for the three months ended September 30, 2024 and 2023 was as follows (in millions):

For the three months ended

September 30,

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

Net cash used in investing activities decreased by $36 million for the nine months ended March 31, 2024, as compared to the nine months ended March 31, 2023.

During the nine months ended March 31, 2024, the Company used $353 million of cash for capital expenditures, of which $107 million related to Foxtel, and $51 million for acquisitions and investments.

During the nine months ended March 31, 2023, the Company used $350 million of cash for capital expenditures, of which $118 million related to Foxtel, and $120 million for investments and acquisitions.

Net cash used in financing activities for the nine months ended March 31, 2024 and 2023 was as follows (in millions):

For the nine months ended

Net cash used in investing activities decreased by $23 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, driven by $29 million of lower capital expenditures, primarily at Foxtel, partially offset by the $6 million increase in cash used for acquisitions and investments.

Net cash used in financing activities for the three months ended September 30, 2024 and 2023 was as follows (in millions):

For the three months ended

September 30,

Net cash used in financing activities $ (147) $ (65)

Net cash used in financing activities was $317 million for the nine months ended March 31, 2024, as compared to $382 million for the nine months ended March 31, 2023.

During the nine months ended March 31, 2024, the Company had $1,235 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Groups’ debt portfolios, dividend payments of $115 million to News Corporation stockholders and REA Group minority stockholders and $83 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program.

Net cash used in financing activities was $147 million for the three months ended September 30, 2024, as compared to $65 million for the three months ended September 30, 2023.

During the three months ended September 30, 2024, the Company had $185 million of borrowing repayments, $38 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $35 million to REA Group minority stockholders.

The net cash used in financing activities was partially offset by new borrowings of $153 million.

During the three months ended September 30, 2023, the Company had $933 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Groups’ debt portfolios , $29 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $28 million to REA Group minority stockholders.

The net cash used in financing activities was partially offset by new borrowings of $925 million primarily related to the refinancings at Foxtel and REA Group and $53 million related to the net settlement of certain hedges which were terminated in connection with the refinancing at Foxtel .

During the nine months ended March 31, 2023, the Company had $506 million of borrowing repayments, primarily related to Foxtel’s U.S.

private placement senior unsecured notes that matured in July 2022, $196 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $116 million to News Corporation stockholders and REA Group minority stockholders.

The net cash used in financing activities was partially offset by new borrowings of $434 million related to Foxtel.

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

Free cash flow and free cash flow available to News Corporation are non-GAAP financial measures.

Reconciliation of Free Cash Flow

Free cash flow is a non-GAAP financial measure.

Free cash flow is defined as net cash provided by (used in) operating activities less capital expenditures.

Free cash flow available to News Corporation is defined as free cash flow, less REA Group free cash flow, plus cash dividends received from REA Group.

Free cash flow and free cash flow available to News Corporation may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

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

Free cash flow may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

Free cash flow does not represent the total increase or decrease in the cash balance for the period and should be considered in addition to, not as a substitute for, the net change in cash and cash equivalents as presented in the Company’s consolidated Statements of Cash Flows prepared in accordance with GAAP, which incorporates all cash movements during the period.

The Company believes free cash flow provides useful information to management and investors about the Company’s liquidity and cash flow trends.

The Company believes free cash flow available to News Corporation, which adjusts free cash flow to exclude REA Group’s free cash flow and include dividends received from REA Group, provides management and investors with a measure of the amount of cash flow that is readily available to the Company, as REA Group is a separately listed public company in Australia and must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.

The Company believes free cash flow available to News Corporation provides a more conservative view of the Company’s free cash flow because this presentation includes only that amount of cash the Company actually receives from REA Group, which has generally been lower than the Company’s unadjusted free cash flow.

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

For the nine months ended

The following table presents a reconciliation of net cash provided by (used in) operating activities to free cash flow:

For the three months ended

September 30,

(in millions)

Net cash provided by operating activities $ 844 $ 670

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

Capital expenditures (95) (124)

Free cash flow (31) (179)

REA Group free cash flow (204) (153)

Cash dividends received from REA Group 91 91

Free cash flow available to News Corporation $ 378 $ 258

Free cash flow in the nine months ended March 31, 2024 was $491 million compared to $320 million in the prior year.

Free cash flow available to News Corporation in the nine months ended March 31, 2024 was $378 million compared to $258 million in the prior year.

Free cash flow and Free cash flow available to News Corporation improved primarily due to higher cash provided by operating activities.

As of March 31, 2024, the Company, certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”) had total borrowings of $2.9 billion, including the current portion.

Free cash flow in the three months ended September 30, 2024 was $(31) million compared to $(179) million in the corresponding period of fiscal 2024.

Free cash flow improved primarily due to higher cash provided by operating activities and lower capital expenditures.

As of September 30, 2024, the Company, certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”) had total borrowings of $2.9 billion, including the current portion.

Both the Foxtel Group and REA Group are consolidated but non wholly-owned subsidiaries of News Corp, and their indebtedness is only guaranteed by members of the Foxtel Debt Group and REA Debt Group, respectively, and is non-recourse to News Corp.

News Corp Borrowings

As of March 31, 2024, the Company had (i) borrowings of $1,971 million, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans and (ii) $750 million of undrawn commitments available under the Revolving Facility.

News Corporation Borrowings

As of September 30, 2024, the Company had (i) borrowings of $1,969 million, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.

Foxtel Group Borrowings

As of March 31, 2024, the Foxtel Debt Group had (i) borrowings of approximately $720 million, including the amounts outstanding under the 2024 Foxtel Credit Facility (described below), the 2017 Working Capital Facility and the Telstra Facility (described below) and (ii) total undrawn commitments of A$280 million available under the 2024 Foxtel Credit Facility and 2017 Working Capital Facility.

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.

In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness consisting of A$633 million of outstanding principal (excluding capitalized interest) of subordinated shareholder loans as of March 31, 2024.

As of September 30, 2024, the Foxtel Debt Group had (i) borrowings of approximately $777 million, including the amounts outstanding under the 2024 Foxtel Credit Facility, the 2017 Working Capital Facility and the Telstra Facility (described below), and (ii) total undrawn commitments of A$203 million available under the 2024 Foxtel Credit Facility and 2017 Working Capital Facility.

In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness consisting of A$545 million of outstanding principal (excluding capitalized interest) of subordinated shareholder loans as of September 30, 2024.

The shareholder loans bear interest at a variable rate of the Australian BBSY plus an applicable margin ranging from 6.30% to 7.75% and mature in December 2027.

Amounts outstanding under the shareholder loans are permitted to be repaid if (i) no actual or potential event of default exists both before and immediately after repayment and (ii) the net debt to EBITDA ratio of the Foxtel Debt Group was on the most recent covenant calculation date, and would be immediately after the cash repayment, less than or equal to 2.25 to 1.0.

In the three and nine months ended March 31, 2024, the Foxtel Debt Group repaid A$6 million and A$67 million, respectively, of outstanding principal of shareholder loans.

In the three months ended September 30, 2024, the Foxtel Debt Group repaid A$51 million of outstanding principal of shareholder loans.

Additionally, the Foxtel Debt Group has an A$170 million subordinated shareholder loan facility with Telstra which can be used to finance cable transmission costs due to Telstra.

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REA Group Borrowings

As of March 31, 2024, REA Group had (i) borrowings of approximately $184 million, consisting of amounts outstanding under the 2024 REA Credit Facility (described below) and 2024 Subsidiary Facility (described below) and (ii) A$400 million of undrawn commitments available under the 2024 REA Credit Facility and the 2024 Subsidiary Facility.

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.

During the nine months ended March 31, 2024, REA Group also entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”).

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.

As of September 30, 2024, REA Group had (i) borrowings of approximately $138 million, consisting of amounts outstanding under the 2024 REA Credit Facility, and (ii) A$400 million of undrawn commitments available under the 2024 REA Credit Facility.

During the three months ended September 30, 2024, REA Group terminated its A$83 million 2024 Subsidiary Facility and repaid the amount outstanding using capacity available under the 2024 REA Credit Facility.

All of the Company’s borrowings contain customary representations, covenants and events of default.

The Company was in compliance with all such covenants at March 31, 2024.

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

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

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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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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 2. Management’s Discussion and Analysis