What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-06 compared with 2024-11-08 · 240 added, 208 removed, 232 unchanged (66% of the section changed)

3 unchanged sentences

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 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 the sale of the Foxtel Group and other 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:

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

information services and news, digital real estate services and book publishing.

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 months ended September 30, 2024 and 2023.

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

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the six months ended December 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 December 31, 2024.

OVERVIEW OF THE COMPANY’S BUSINESSES

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

The Company manages and reports its businesses in the following five 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.

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

• 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 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., Talk in the U.K.

and Storyful, a social media content agency.

This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.

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

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Other Business Developments

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.

During the second quarter of fiscal 2025, the Company entered into a definitive agreement to sell the Foxtel Group (“Foxtel”) to DAZN Group Limited (“DAZN”), a global sports streaming platform.

Under the terms of the agreement, amounts outstanding under Foxtel’s shareholder loans with News Corp (A$574 million of outstanding principal, including capitalized interest, as of December 31, 2024) will be repaid in full in cash at closing.

Foxtel’s third-party borrowings will transfer with the business, and News Corp will receive a minority equity interest in DAZN of approximately 6% and hold one seat on its Board of Directors.

Telstra Group Ltd will also sell its minority interest in Foxtel.

The transaction is expected to close in the second half of fiscal 2025, subject to regulatory approvals and other customary closing conditions.

Divestitures involve significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including those discussed in the risk factor titled “ The Company Has Made and May Continue to Make Strategic Acquisitions, Investments and Divestitures That Introduce Significant Risks and Uncertainties ” in the 2024 Form 10-K.

As a result of the progression of the sale process and the discontinuation of further significant business activities in the Subscription Video Services segment, the assets and liabilities of Foxtel were classified as held for sale and the results of operations and cash flows have been classified as discontinued operations for all periods presented as the disposition reflects a strategic shift that has, and will have, a major effect on the Company’s operations and financial results.

Furthermore, upon reclassification of Foxtel’s results, the Subscription Video Services segment ceased to be a reportable segment and the residual results of the segment were aggregated into the News Media segment.

News Media segment results have been recast to reflect this change for all periods presented.

See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

RESULTS OF OPERATIONS

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)

Results of Operations—For the three and six months ended December 31, 2024 versus the three and six months ended December 31, 2023

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

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Circulation and subscription $ 745 $ 725 $ 20 3 % $ 1,488 $ 1,449 $ 39 3 %

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Other, net 92 21 71 338 % 114 (17) 131 **

Income before income tax expense 204 95 109 115 %

Income tax expense (60) (37) (23) (62) %

Income before income tax expense from continuing operations 430 291 139 48 % 640 379 261 69 %

Income tax expense from continuing operations (124) (97) (27) (28) % (185) (131) (54) (41) %

Net income from continuing operations 306 194 112 58 % 455 248 207 83 %

Net loss from discontinued operations, net of tax (23) (11) (12) (109) % (28) (7) (21) (300) %

Net income 283 183 100 55 % 427 241 186 77 %

Net income attributable to noncontrolling interests (25) (28) 3 11 %

Net income attributable to noncontrolling interests from continuing operations (78) (34) (44) (129) % (109) (64) (45) (70) %

Net loss attributable to noncontrolling interests from discontinued operations 10 7 3 43 % 16 9 7 78 %

Net income attributable to News Corporation stockholders $ 215 $ 156 $ 59 38 % $ 334 $ 186 $ 148 80 %

** not meaningful

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.

Revenues —Revenues increased $103 million, or 5%, and $168 million, or 4%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024.

The revenue increase for the three months ended December 31, 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 physical and digital book sales and at the Dow Jones segment driven by higher circulation and subscription revenues.

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

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.

dollar against local currencies resulted in a revenue increase of $11 million, or 1%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The revenue increase for the six months ended December 31, 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 physical and digital book sales and at the Dow Jones segment driven by higher circulation and subscription revenues.

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

dollar against local currencies resulted in a revenue increase of $35 million, or 1%, for the six months ended December 31, 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 $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.

Operating expenses —Operating expenses decreased $7 million, or 1%, and $33 million, or 2%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024.

The decrease in operating expenses for the three months ended December 31, 2024 was primarily due to 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 increased expenses at the Book Publishing segment due to higher manufacturing costs from higher sales volumes.

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

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.

dollar against local currencies resulted in an Operating expense increase of $5 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The decrease in operating expenses for the six months ended December 31, 2024 was primarily due to 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 increased expenses at the Book Publishing segment due to higher manufacturing costs from higher sales volumes.

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

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.

dollar against local currencies resulted in an Operating expense increase of $13 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Selling, general and administrative —Selling, general and administrative increased $32 million, or 4%, and $72 million, or 5%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024.

The increase in Selling, general and administrative for the three months ended December 31, 2024 was primarily due to higher costs at the Digital Real Estate Services segment driven by REA Group, including higher employee costs and higher costs at REA India, and at the Book Publishing segment due to higher employee costs.

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

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.

dollar against local currencies resulted in a Selling, general and administrative increase of $5 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The increase in Selling, general and administrative for the six months ended December 31, 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, higher employee costs and higher costs at REA India, and at the Book Publishing segment due to higher employee costs.

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

dollar against local currencies resulted in a Selling, general and administrative increase of $15 million, or 1%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Depreciation and amortization —Depreciation and amortization expense increased $3 million, or 3%, and $14 million, or 7%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, driven by higher depreciation of capitalized software costs, primarily at the News Media 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 increase of $1 million, or 1%, for both the three and six months ended December 31, 2024, as compared to the corresponding periods of fiscal 2024.

Impairment and restructuring charges —During the three and six months ended December 31, 2024, there were no impairment charges.

During the three and six months ended December 31, 2023, the Company recognized non-cash impairment charges of $1 million and $22 million, respectively, at the News Media segment related to the write-down of fixed assets associated with the combination of News UK’s printing operations with those of DMG Media.

During the three and six months ended December 31, 2024, the Company recorded restructuring charges of $16 million and $38 million, respectively.

During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $9 million and $25 million, respectively.

See Note 4—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

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.

Equity losses of affiliates —Equity losses of affiliates increased by $7 million, or 700%, and $8 million, or 267%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024.

See Note 5—Investments in the accompanying Consolidated Financial Statements.

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.

Interest expense, net —Interest expense, net decreased by $4 million, or 57%, and $12 million, or 80%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, driven by higher interest income as a result of higher interest rates on cash balances.

See Note 6—Borrowings and Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

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.

Other, net —Other, net increased by $71 million, or 338%, and $131 million for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, primarily due to the gain recognized on the sale of REA Group’s interest in PropertyGuru.

See Note 13—Additional Financial Information in the accompanying Consolidated Financial Statements.

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.

Income tax expense from continuing operations —For the three months ended December 31, 2024, the Company recorded income tax expense of $124 million on pre-tax income from continuing operations of $430 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 offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.

For the six months ended December 31, 2024, the Company recorded income tax expense of $185 million on pre-tax income from continuing operations of $640 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

For the three months ended December 31, 2023, the Company recorded income tax expense of $97 million on pre-tax income from continuing operations of $291 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 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.

For the six months ended December 31, 2023, the Company recorded income tax expense of $131 million on pre-tax income from continuing operations of $379 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

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See Note 11—Income Taxes in the accompanying Consolidated Financial Statements.

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.

Net income from continuing operations —Net income from continuing operations for the three and six months ended December 31, 2024 was $306 million and $455 million, respectively, compared to $194 million and $248 million for the corresponding periods of fiscal 2024.

Net income from continuing operations for the three and six months ended December 31, 2024 increased by $112 million, or 58%, and $207 million, or 83%, respectively, as compared to the corresponding periods of fiscal 2024, driven by the factors discussed above.

Net loss from discontinued operations, net of tax —Net loss from discontinued operations, net of tax for the three and six months ended December 31, 2024 was $23 million and $28 million, respectively, compared to $11 million and $7 million for the corresponding periods of fiscal 2024.

The amounts recognized in both fiscal years relate to the reclassification of Foxtel to discontinued operations.

See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

Net income —Net income for the three and six months ended December 31, 2024 was $283 million and $427 million, respectively, compared to net income of $183 million and $241 million for the corresponding periods of fiscal 2024.

The increases of $100 million, or 55%, and $186 million, or 77%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024 were driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations —Net income attributable to noncontrolling interests from continuing operations increased by $44 million, or 129%, and $45 million, or 70%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, primarily due to the gain recognized on REA Group’s sale of its investment in PropertyGuru.

Segment Analysis

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Segment EBITDA does not include:

depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit.

depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net, income tax (expense) benefit and net income (loss) from discontinued operations, net of tax.

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

Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), cash flow and other measures of financial performance reported in accordance with GAAP.

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss) from continuing operations, cash flow from continuing operations and other measures of financial performance reported in accordance with GAAP.

In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance.

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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 months ended September 30, 2024 and 2023:

For the three months ended September 30,

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the three and six months ended December 31, 2024 and 2023:

For the three months ended December 31, For the six months ended December 31,

2024 2023 2024 2023

(in millions)

Net income $ 144 $ 58

Income tax expense 60 37

Net income from continuing operations $ 306 $ 194 $ 455 $ 248

Income tax expense from continuing operations 124 97 185 131

Other, net (92) (21) (114) 17

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Total Segment EBITDA $ 478 $ 400 $ 803 $ 674

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,

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

For the three months ended December 31,

(in millions) Revenues Segment

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Book Publishing 595 101 550 85

Subscription Video Services 501 92 486 93

News Media 570 74 582 57

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Total $ 2,238 $ 478 $ 2,135 $ 400

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)

For the six months ended December 31,

(in millions) Revenues Segment

EBITDA Revenues Segment

Dow Jones $ 1,152 $ 305 $ 1,121 $ 287

Digital Real Estate Services 930 325 822 269

Book Publishing 1,141 182 1,075 150

News Media 1,111 92 1,148 74

Other — (101) — (106)

Total $ 4,334 $ 803 $ 4,166 $ 674

Dow Jones (27% of the Company’s consolidated revenues in both the six months ended December 31, 2024 and 2023)

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Circulation and subscription $ 461 $ 441 $ 20 5 % $ 920 $ 877 $ 43 5 %

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Segment EBITDA $ 174 $ 163 $ 11 7 % $ 305 $ 287 $ 18 6 %

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.

For the three months ended December 31, 2024, revenues at the Dow Jones segment increased $16 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to higher circulation and subscription revenues, partially offset by lower print advertising revenues.

Digital revenues represented 81% of total revenues at the Dow Jones segment for the three months ended December 31, 2024, as compared to 78% in the corresponding period of fiscal 2024.

For the six months ended December 31, 2024, revenues at the Dow Jones segment increased $31 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to higher circulation and subscription revenues, partially offset by lower advertising revenues.

Digital revenues represented 81% of total revenues at the Dow Jones segment for the six months ended December 31, 2024, as compared to 79% 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 $2 million, or 1%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

dollar against local currencies resulted in a revenue increase of $2 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Circulation and Subscription Revenues

For the three months ended September 30,

2024 2023 Change % Change

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

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Circulation and subscription revenues:

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Dow Jones Energy

68 62 6 10 % 136 123 13 11 %

Other information services

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Total circulation and subscription revenues $ 461 $ 441 $ 20 5 % $ 920 $ 877 $ 43 5 %

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) ,

Circulation and subscription revenues increased $20 million, or 5%, during the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Circulation and other revenues increased $12 million, or 5%, driven by increased circulation revenues due to growth in digital-only subscriptions, primarily from bundled offers, and higher content licensing revenues, partially offset by print circulation declines.

Professional information business revenues increased $8 million, or 4%, driven by $8 million and $6 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $6 million decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva.

Digital revenues represented 73% of circulation revenue for the three months ended December 31, 2024, as compared to 70% in the corresponding period of fiscal 2024.

Circulation and subscription revenues increased $43 million, or 5%, during the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Professional information business revenues increased $25 million, or 6%, primarily due to the $19 million and $13 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $7 million decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva.

Circulation and other revenues increased $18 million, or 4%, driven by increased circulation revenues due to growth in digital-only subscriptions, primarily from bundled offers, and higher content licensing revenues, partially offset by print circulation declines.

Digital revenues represented 73% of circulation revenue for the six months ended December 31, 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 December 31, 2024 and 2023 for select publications and for all consumer subscription products:

For the three months ended December 31 (b) ,

2024 2023 Change % Change

12 unchanged sentences

Total subscriptions 5,924 5,427 497 9 %

(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.

(a) Based on internal data for the periods from September 30, 2024 through December 29, 2024 and October 2, 2023 through December 31, 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.

6 unchanged sentences

Advertising Revenues

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.

Advertising revenues decreased $5 million, or 4%, during the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024 due to lower print advertising revenues, as digital advertising revenues were flat compared to the corresponding period of fiscal 2024.

Digital advertising represented 64% of advertising revenue for the three months ended December 31, 2024, as compared to 62% in the corresponding period of fiscal 2024.

Advertising revenues decreased $11 million, or 5%, during the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024 primarily due to lower print advertising revenues.

Digital advertising represented 66% of advertising revenue for the six months ended December 31, 2024, as compared to 64% in the corresponding period of fiscal 2024.

Segment EBITDA

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)

For the three months ended December 31, 2024, Segment EBITDA at the Dow Jones segment increased $11 million, or 7%, 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 costs.

For the six months ended December 31, 2024, Segment EBITDA at the Dow Jones segment increased $18 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 (21% and 20% of the Company’s consolidated revenues in the six months ended December 31, 2024 and 2023, respectively)

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Circulation and subscription $ 2 $ 2 $ — — % $ 4 $ 5 $ (1) (20) %

6 unchanged sentences

Segment EBITDA $ 185 $ 147 $ 38 26 % $ 325 $ 269 $ 56 21 %

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.

For the three months ended December 31, 2024, revenues at the Digital Real Estate Services segment increased $54 million, or 13%, as compared to the corresponding period of fiscal 2024.

At REA Group, revenues increased $51 million, or 17%, to $343 million for the three months ended December 31, 2024 from $292 million in the corresponding period of fiscal 2024.

The increase was due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings, higher revenues from REA India and the $2 million positive impact of foreign currency fluctuations.

Revenues at Move increased $3 million, or 2%, to $130 million for the three months ended December 31, 2024 from $127 million in the corresponding period of fiscal 2024, primarily driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues, partially offset 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 2%, 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)

For the three months ended December 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $38 million, or 26%, as compared to the corresponding period of fiscal 2024, including the $1 million, or 1%, positive impact of foreign currency fluctuations, due to the higher contribution from REA Group driven by the revenue increase discussed above, partially offset by higher employee costs and higher costs at REA India.

For the six months ended December 31, 2024, revenues at the Digital Real Estate Services segment increased $108 million, or 13%, as compared to the corresponding period of fiscal 2024.

Revenues at REA Group increased $108 million, or 20%, to $661 million for the six months ended December 31, 2024 from $553 million in the corresponding period of fiscal 2024.

The increase was due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings, higher revenues from REA India and the $9 million, or 2%, positive impact of foreign currency fluctuations.

Revenues at Move were $269 million in both the six months ended December 31, 2024 and 2023, as the revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues were offset 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.

For the six months ended December 31, 2024, Segment EBITDA at the Digital Real Estate Services segment increased $56 million, or 21%, as compared to the corresponding period of fiscal 2024, including the $4 million, or 2%, positive impact of foreign currency fluctuations, due to the higher contribution from REA Group driven by the revenue increase discussed above, partially offset by $12 million of costs related to the withdrawn offer to acquire Rightmove, higher employee costs and higher costs at REA India.

Book Publishing (26% of the Company’s consolidated revenues in both the six months ended December 31, 2024 and 2023)

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Consumer $ 572 $ 527 $ 45 9 % $ 1,093 $ 1,029 $ 64 6 %

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Segment EBITDA $ 101 $ 85 $ 16 19 % $ 182 $ 150 $ 32 21 %

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.

For the three months ended December 31, 2024, revenues at the Book Publishing segment increased $45 million, or 8%, as compared to the corresponding period of fiscal 2024, primarily due to higher physical book sales in the U.K.

and from Christian publishing, as well as higher digital book sales.

Key titles in the quarter included Cher:

The Memoir by Cher, multiple titles by Laurie Gilmore and Wicked by Gregory Maguire.

Digital sales increased by 9% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales.

Digital sales represented approximately 21% of consumer revenues in both the three months ended December 31, 2024 and 2023, and backlist sales represented approximately 61% of consumer revenues during the three months ended December 31, 2024, as compared to 60% 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 $2 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

For the three months ended December 31, 2024, Segment EBITDA at the Book Publishing segment increased $16 million, or 19%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher manufacturing costs due to higher sales volume and higher employee costs.

For the six months ended December 31, 2024, revenues at the Book Publishing segment increased $66 million, or 6%, as compared to the corresponding period of fiscal 2024, primarily due to higher physical book sales in the U.K.

and from Christian publishing and higher digital book sales.

Digital sales increased by 12% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales.

Digital sales represented approximately 23% of consumer revenues, as compared to 22% in the corresponding period of fiscal 2024.

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.

Backlist sales represented approximately 62% of consumer revenues during the six months ended December 31, 2024, as compared to 60% 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, 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)

dollar against local currencies resulted in a revenue increase of $5 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

For the six months ended December 31, 2024, Segment EBITDA at the Book Publishing segment increased $32 million, or 21%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher manufacturing costs due to higher sales volume and higher employee costs.

News Media (26% and 27% of the Company’s consolidated revenues in the six months ended December 31, 2024 and 2023, respectively)

For the three months ended December 31, For the six months ended December 31,

2024 2023 Change % Change 2024 2023 Change % Change

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

Circulation and subscription $ 282 $ 282 $ — — % $ 564 $ 567 $ (3) (1) %

5 unchanged sentences

Segment EBITDA $ 74 $ 57 $ 17 30 % $ 92 $ 74 $ 18 24 %

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.

Revenues at the News Media segment decreased $12 million, or 2%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Other revenues decreased $8 million, or 12%, 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 $4 million, or 2%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues 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 $2 million, or 1%, positive impact of foreign currency fluctuations.

Circulation and subscription revenues were flat as compared to the corresponding period of fiscal 2024, as cover price increases and digital subscriber growth across key mastheads and the $5 million, or 2%, positive impact of foreign currency fluctuations were 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 $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.

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 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.

dollar against local currencies resulted in a revenue increase of $7 million, or 1%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $17 million, or 30%, for the three months ended December 31, 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, partially offset by the decrease in revenues discussed above.

Revenues at the News Media segment decreased $37 million, or 3%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Other revenues decreased $22 million, or 15%, 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.

Advertising revenues decreased $12 million, or 3%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues 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 $7 million, or 1%, positive impact of foreign currency fluctuations.

Circulation and subscription revenues decreased $3 million, or 1%, as compared to the corresponding period of fiscal 2024, driven by print volume declines, partially offset by cover price increases, the $11 million, or 1%, positive impact of foreign currency fluctuations and digital subscriber growth.

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

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.

dollar against local currencies resulted in a revenue increase of $19 million, or 2%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $18 million, or 24%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

News Corp Australia

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.

Revenues were $233 million for the three months ended December 31, 2024, a decrease of $3 million, or 1%, compared to revenues of $236 million in the corresponding period of fiscal 2024.

Advertising revenues decreased $3 million, or 3%, driven by lower print advertising revenues.

Circulation and subscription revenues decreased $1 million, or 1%, driven by print volume declines, partially offset by cover price increases and digital subscriber growth.

Revenues were $467 million for the six months ended December 31, 2024, a decrease of $7 million, or 1%, compared to revenues of $474 million in the corresponding period of fiscal 2024.

Advertising revenues decreased $6 million, or 3%, driven by lower print advertising revenues.

Circulation and subscription revenues decreased $5 million, or 2%, driven by print volume declines and lower content licensing revenues, 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 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.

dollar against local currencies resulted in a revenue increase of $5 million, or 2%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Revenues were $226 million for the three months ended December 31, 2024, a decrease of $13 million, or 5%, as compared to revenues of $239 million in the corresponding period of fiscal 2024.

Other revenues decreased $10 million, or 45%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $5 million, or 7%, due to 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, higher content licensing revenues and digital subscriber growth 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 $6 million, or 3%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Revenues were $433 million for the six months ended December 31, 2024, a decrease of $34 million, or 7%, as compared to revenues of $467 million in the corresponding period of fiscal 2024.

Other revenues decreased $24 million, or 51%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $14 million, or 10%, 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.

Circulation and subscription revenues increased $4 million, or 1%, due to the positive impact of foreign currency fluctuations as cover price increases, higher content licensing revenues and digital subscriber growth 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 $6 million, or 3%, for the three months ended September 30, 2024 as compared to the corresponding period of fiscal 2024.

dollar against local currencies resulted in a revenue increase of $12 million, or 3%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

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

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

As of December 31, 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.

3 unchanged sentences

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

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.

As of December 31, 2024, the Company’s consolidated assets included $811 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, approximately $210 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

1 unchanged sentence

The principal uses of cash that affect the Company’s liquidity position include the following:

operational expenditures including employee costs, paper purchases and programming costs;

operational expenditures including employee costs and paper purchases;

capital expenditures;

10 unchanged sentences

The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.

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

As of December 31, 2024, the remaining authorized amount under the Repurchase Program was approximately $382 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,

The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the three and six months ended December 31, 2024 and 2023:

For the three months ended December 31,

(in millions)

3 unchanged sentences

1.5 $ 40 1.2 $ 26

For the six months ended December 31,

(in millions)

Class A Common Stock

1.9 $ 51 1.8 $ 38

Class B Common Stock

0.9 27 0.8 17

2.8 $ 78 2.6 $ 55

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.

2 unchanged sentences

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 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 $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 $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 .

Sources and Uses of Cash—For the six months ended December 31, 2024 versus the six months ended December 31, 2023

Net cash provided by operating activities from continuing operations for the six months ended December 31, 2024 and 2023 was as follows (in millions):

For the six months ended

Net cash provided by operating activities from continuing operations $ 278 $ 251

Net cash provided by operating activities from continuing operations increased by $27 million for the six months ended December 31, 2024 as compared to the six months ended December 31, 2023.

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

Net cash used in investing activities from continuing operations for the six months ended December 31, 2024 and 2023 was as follows (in millions):

For the six months ended

Net cash used in investing activities from continuing operations $ (56) $ (196)

Net cash used in investing activities from continuing operations decreased by $140 million for the six months ended December 31, 2024, as compared to the six months ended December 31, 2023, driven by the $204 million of higher proceeds from sales of investments, primarily REA Group’s interest in PropertyGuru, partially offset by the $55 million increase in cash used for purchases of investments.

Net cash used in financing activities from continuing operations for the six months ended December 31, 2024 and 2023 was as follows (in millions):

For the six months ended

Net cash used in financing activities from continuing operations $ (342) $ (175)

Net cash used in financing activities from continuing operations was $342 million for the six months ended December 31, 2024, as compared to $175 million for the six months ended December 31, 2023.

During the six months ended December 31, 2024, the Company had $196 million of borrowing repayments primarily related to REA Group, dividend payments of $92 million to News Corporation stockholders and REA Group minority stockholders and $78 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million at REA Group.

During the six months ended December 31, 2023, the Company had $268 million of borrowing repayments, primarily related to the refinancing of REA Groups’ debt portfolio, dividend payments of $85 million to News Corporation stockholders and REA Group minority stockholders and $56 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $273 million primarily related to the refinancing at REA Group.

Net cash provided by discontinued operations for the six months ended December 31, 2024 and 2023 was as follows (in millions):

For the six months ended

Net cash provided by discontinued operations $ 36 $ 2

Net cash provided by discontinued operations does not include intercompany payments related to the shareholder loans with the Company which are eliminated in consolidation.

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 is defined as net cash provided by (used in) operating activities from continuing operations less capital expenditures.

Free cash flow excludes cash flows from discontinued operations.

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.

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

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,

The following table presents a reconciliation of net cash provided by operating activities from continuing operations to free cash flow:

For the six months ended

(in millions)

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

Net cash provided by operating activities from continuing operations $ 278 $ 251

Capital expenditures (157) (154)

Free cash flow 121 97

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.

Free cash flow in the six months ended December 31, 2024 was $121 million compared to $97 million in the corresponding period of fiscal 2024.

Free cash flow improved primarily due to higher cash provided by operating activities from continuing operations.

As of December 31, 2024, the Company and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”) had total borrowings of $1,967 million, including the current portion.

REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by members of the REA Debt Group and is non-recourse to News Corp.

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 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 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.

The Telstra Facility bears interest at a variable rate of the Australian BBSY plus an applicable margin of 7.75% and matures in December 2027.

The Company excludes the utilization of the Telstra Facility from the Statements of Cash Flows because it is non-cash.

As of December 31, 2024, the Company had (i) borrowings of $1,967 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.

REA Group Borrowings

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.

As of December 31, 2024, REA Group had A$400 million of undrawn commitments available under the 2024 REA Credit Facility.

During the six months ended December 31, 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 and terminated its A$200 million 2024 REA Credit Facility—tranche 2 and repaid the amount outstanding using proceeds from the sale of REA Group’s interest in PropertyGuru.

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

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

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

See Note 6—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.

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

Upon closing of the Company’s sale of Foxtel, certain commitments will no longer be the obligation of the Company.

These primarily relate to sports and other programming rights, Foxtel borrowings and certain lease obligations.

The Company’s commitments as of December 31, 2024 have not otherwise changed significantly from the disclosures included in the 2024 Form 10-K.

Contingencies

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis