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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; millions, except per share amounts)

For the three months ended September 30,
Notes20242023
Revenues:
Circulation and subscription$1,157$1,129
Advertising381391
Consumer521502
Real estate357311
Other161166
Total Revenues22,5772,499
Operating expenses(1,263)(1,273)
Selling, general and administrative(899)(862)
Depreciation and amortization(189)(171)
Impairment and restructuring charges3(24)(38)
Equity losses of affiliates4(3)(2)
Interest expense, net(18)(23)
Other, net1223(35)
Income before income tax expense20495
Income tax expense10(60)(37)
Net income14458
Net income attributable to noncontrolling interests(25)(28)
Net income attributable to News Corporation stockholders$119$30
Net income attributable to News Corporation stockholders per share, basic and diluted8$0.21$0.05

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

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; millions)

For the three months ended September 30,
20242023
Net income$144$58
Other comprehensive income (loss):
Foreign currency translation adjustments170(145)
Net change in the fair value of cash flow hedges(a)(16)(1)
Benefit plan adjustments, net(b)(3)15
Other comprehensive income (loss)151(131)
Comprehensive income (loss)295(73)
Net income attributable to noncontrolling interests(25)(28)
Other comprehensive (income) loss attributable to noncontrolling interests(c)(31)31
Comprehensive income (loss) attributable to News Corporation stockholders$239$(70)

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

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

(c) Primarily consists of foreign currency translation adjustments.

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

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NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Millions, except share and per share amounts)

NotesAs of September 30, 2024As of June 30, 2024
(unaudited)(audited)
Assets:
Current assets:
Cash and cash equivalents$1,778$1,960
Receivables, net121,6981,503
Inventory, net378296
Other current assets652613
Total current assets4,5064,372
Non-current assets:
Investments4458430
Property, plant and equipment, net1,9191,914
Operating lease right-of-use assets965958
Intangible assets, net2,3242,322
Goodwill5,2585,186
Deferred income tax assets, net10323332
Other non-current assets121,1741,170
Total assets$16,927$16,684
Liabilities and Equity:
Current liabilities:
Accounts payable$374$314
Accrued expenses1,2131,231
Deferred revenue2559551
Current borrowings519454
Other current liabilities12929905
Total current liabilities3,2693,055
Non-current liabilities:
Borrowings52,7062,855
Retirement benefit obligations130125
Deferred income tax liabilities, net10112119
Operating lease liabilities1,0361,027
Other non-current liabilities508492
Commitments and contingencies9
Class A common stock(a)44
Class B common stock(b)22
Additional paid-in capital11,15711,254
Accumulated deficit(1,779)(1,889)
Accumulated other comprehensive loss(1,131)(1,251)
Total News Corporation stockholders’ equity8,2538,120
Noncontrolling interests913891
Total equity69,1669,011
Total liabilities and equity$16,927$16,684

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

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

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

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; millions)

For the three months ended September 30,
Notes20242023
Operating activities:
Net income$144$58
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization189171
Operating lease expense2524
Equity losses of affiliates432
Impairment charges3—21
Deferred income taxes101413
Other, net12(23)36
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets(107)(128)
Inventories, net(68)(55)
Accounts payable and other liabilities(113)(197)
Net cash provided by (used in) operating activities64(55)
Investing activities:
Capital expenditures(95)(124)
Acquisitions, net of cash acquired(12)(20)
Purchases of investments in equity affiliates and other(51)(31)
Proceeds from sales of investments in equity affiliates and other2216
Net cash used in investing activities(136)(159)
Financing activities:
Borrowings5153925
Repayment of borrowings5(185)(933)
Repurchase of shares6(38)(29)
Dividends paid(35)(28)
Other, net(42)—
Net cash used in financing activities(147)(65)
Net change in cash and cash equivalents(219)(279)
Cash and cash equivalents, beginning of year1,9601,833
Effect of exchange rate changes on cash and cash equivalents37(25)
Cash and cash equivalents, end of period$1,778$1,529

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: information services and news, digital real estate services, book publishing and subscription video services in Australia.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Consolidated Financial Statements. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025. The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates.

Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are measured at fair value, if the fair value is readily determinable. If an investment’s fair value is not readily determinable, the Company will measure the investment at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.”

The accompanying Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2024 (the “2024 Form 10-K”).

The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2025 and fiscal 2024 include 52 weeks. All references to the three months ended September 30, 2024 and 2023 relate to the three months ended September 29, 2024 and October 1, 2023, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of September 30.

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

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for the Company’s annual reporting period beginning on July 1, 2024 and interim reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its financial statement disclosures.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require disaggregated disclosure of material categories in effective tax rate reconciliations as well as disclosure of income taxes paid by specific domestic and foreign jurisdictions. Additionally, the amendments eliminate certain disclosures currently required under Topic 740. ASU 2023-09 is effective for the Company’s annual reporting period beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning on July 1, 2027 and interim reporting periods beginning on July 1, 2028, with early adoption permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

NOTE 2. REVENUES

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

For the three months ended September 30, 2024
Dow JonesDigital Real Estate ServicesBook PublishingSubscription Video ServicesNews MediaOtherTotal Revenues
(in millions)
Revenues:
Circulation and subscription$459$2$—$425$271$—$1,157
Advertising8538—65193—381
Consumer——521———521
Real estate—357————357
Other860251157—161
Total Revenues$552$457$546$501$521$—$2,577
For the three months ended September 30, 2023
Dow JonesDigital Real Estate ServicesBook PublishingSubscription Video ServicesNews MediaOtherTotal Revenues
(in millions)
Revenues:
Circulation and subscription$436$3$—$415$275$—$1,129
Advertising9135—62203—391
Consumer——502———502
Real estate—311————311
Other105423970—166
Total Revenues$537$403$525$486$548$—$2,499

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Contract Liabilities and Assets

The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three months ended September 30, 2024 and 2023:

For the three months ended September 30,
20242023
(in millions)
Balance, beginning of period$551$622
Deferral of revenue967937
Recognition of deferred revenue(a)(969)(929)
Other10(6)
Balance, end of period$559$624

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

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

Other Revenue Disclosures

The Company typically expenses sales commissions to obtain a customer contract as incurred as the amortization period is twelve months or less. These costs are recorded within Selling, general and administrative in the Statements of Operations. The Company also does not capitalize significant financing components when the transfer of the good or service is paid within twelve months or less, or consideration is received within twelve months or less of the transfer of the good or service.

For the three months ended September 30, 2024, the Company recognized approximately $112 million in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of September 30, 2024 was approximately $1,324 million, of which approximately $381 million is expected to be recognized over the remainder of fiscal 2025, $354 million is expected to be recognized in fiscal 2026 and $235 million is expected to be recognized in fiscal 2027, with the remainder to be recognized thereafter. These amounts do not include (i) contracts with an expected duration of one year or less, (ii) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage and (iii) variable consideration allocated to performance obligations accounted for under the series guidance that meets the allocation objective under ASC 606, Revenue from Contracts with Customers.

NOTE 3. IMPAIRMENT AND RESTRUCTURING CHARGES

Restructuring

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

Fiscal 2024 Impairment

During the 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.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Changes in restructuring program liabilities were as follows:

For the three months ended September 30,
20242023
One time employee termination benefitsOther costsTotalOne time employee termination benefitsOther costsTotal
(in millions)
Balance, beginning of period$27$35$62$53$41$94
Additions2312416117
Payments(24)(3)(27)(39)(1)(40)
Other———(1)—(1)
Balance, end of period$26$33$59$29$41$70

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

NOTE 4. INVESTMENTS

The Company’s investments were comprised of the following:

Ownership Percentage as of September 30, 2024As of September 30, 2024As of June 30, 2024
(in millions)
Equity method investments(a)various$223$216
Equity and other securities(b)various235214
Total Investments$458$430

(a)Equity method investments are primarily comprised of REA Group’s ownership interest in PropertyGuru Group Ltd. (“PropertyGuru”). In August 2024, REA Group announced that PropertyGuru had entered into an agreement to be acquired by a third party, which will result in the divestiture of REA Group’s interest in PropertyGuru upon completion. The transaction is expected to close later in the fiscal year.

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

The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values. Equity securities without readily determinable fair market values are valued at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:

For the three months ended September 30,
20242023
(in millions)
Total gains (losses) recognized on equity securities$10$(23)
Less: Net gains (losses) recognized on equity securities sold——
Unrealized gains (losses) recognized on equity securities held at end of period$10$(23)

Equity Losses of Affiliates

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. BORROWINGS

The Company’s total borrowings consist of the following:

Interest rate at September 30, 2024Maturity at September 30, 2024As of September 30, 2024As of June 30, 2024
(in millions)
News Corporation
2022 Term loan A(a)6.810%Mar 31, 2027$484$484
2022 Senior notes5.125%Feb 15, 2032493493
2021 Senior notes3.875%May 15, 2029992991
Foxtel Group**(b)**
2024 Foxtel credit facility — tranche 1(c)(d)7.33%Aug 1, 2026428434
2024 Foxtel credit facility — USD portion — tranche 2(e)8.36%Aug 1, 20274449
2024 Foxtel credit facility — tranche 3(d)7.48%Aug 1, 2027195208
2017 Working capital facility(c)7.33%Aug 1, 202621—
Telstra facility12.25%Dec 22, 20278993
REA Group**(b)**
2024 REA credit facility — tranche 1(f)5.93%Sep 15, 2028——
2024 REA credit facility — tranche 2(f)5.63%Sep 16, 202513879
2024 Subsidiary facility(g)—%Sep 28, 2025—55
Finance Leases
Finance lease liability1623
Total borrowings2,9002,909
Less: current portion(h)(194)(54)
Long-term borrowings$2,706$2,855

(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. For the three months ended September 30, 2024, the Company was paying interest at an effective interest rate of 3.521%. See Note 7—Financial Instruments and Fair Value Measurements.

(b)These borrowings were incurred by certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the Foxtel Group and REA Group and their respective subsidiaries, as applicable, and are non-recourse to News Corp.

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

(d)The Company entered into A$610 million of interest rate swap derivatives to fix the floating rate interest components of tranche 1 and tranche 3 of its 2024 Foxtel Credit Facility at approximately 4.30%. For the three months ended September 30, 2024, the Company was paying interest at an effective interest rate of 7.25% and 7.30% for tranche 1 and tranche 3, respectively. See Note 7—Financial Instruments and Fair Value Measurements.

(e)The Company entered into a cross-currency interest rate swap derivative to fix the floating rate interest component of tranche 2 of its 2024 Foxtel Credit Facility at 4.38%. For the three months ended September 30, 2024, the Company was paying interest at an effective interest rate of 7.64%. See Note 7—Financial Instruments and Fair Value Measurements.

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

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

(h)The Company classifies the current portion of long term debt as non-current liabilities on the Balance Sheets when it has the intent and ability to refinance the obligation on a long-term basis, in accordance with ASC 470-50, Debt. $16 million and $21 million relates to the current portion of finance lease liabilities as of September 30, 2024 and June 30, 2024, respectively, with the remainder as of September 30, 2024 consisting of required principal repayments on the 2022 Term Loan A, 2024 Foxtel Credit Facility — tranches 2 and 3 and 2024 REA credit facility — tranche 2.

Covenants

The Company’s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed in the Company’s 2024 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at September 30, 2024.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. EQUITY

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

For the three months ended September 30, 2024
Class A Common StockClass B Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal News Corp EquityNon-controlling InterestsTotal Equity
SharesAmountSharesAmount
(in millions)
Balance, June 30, 2024379$4190$2$11,254$(1,889)$(1,251)$8,120$891$9,011
Net income—————119—11925144
Other comprehensive income——————12012031151
Dividends————(57)——(57)(35)(92)
Share repurchases(1)———(29)(9)—(38)—(38)
Other1———(11)——(11)1(10)
Balance, September 30, 2024379$4190$2$11,157$(1,779)$(1,131)$8,253$913$9,166
For the three months ended September 30, 2023
Class A Common StockClass B Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal News Corp EquityNon-controlling InterestsTotal Equity
SharesAmountSharesAmount
(in millions)
Balance, June 30, 2023380$4192$2$11,449$(2,144)$(1,247)$8,064$881$8,945
Net income—————30—302858
Other comprehensive loss——————(100)(100)(31)(131)
Dividends————(57)——(57)(28)(85)
Share repurchases(1)———(29)——(29)—(29)
Other2———(16)——(16)(6)(22)
Balance, September 30, 2023381$4192$2$11,347$(2,114)$(1,347)$7,892$844$8,736

Stock Repurchases

The Company’s Board of Directors (the “Board of Directors”) has authorized a repurchase program to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”). The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of September 30, 2024, the remaining authorized amount under the Repurchase Program was approximately $422 million.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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,
20242023
SharesAmountSharesAmount
(in millions)
Class A Common Stock0.9$251.0$20
Class B Common Stock0.4130.49
Total1.3$381.4$29

Dividends

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.

NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

In accordance with ASC 820, Fair Value Measurements (“ASC 820”) fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories:

  • Level 1 — Quoted prices in active markets for identical assets or liabilities.

  • Level 2 — Observable inputs other than quoted prices included in Level 1. The Company could value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.

  • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the Company, this primarily includes the use of forecasted financial information and other valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

As of September 30, 2024As of June 30, 2024
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
(in millions)
Assets:
Interest rate derivatives - cash flow hedges$—$14$—$14$—$29$—$29
Equity and other securities65461242355339122214
Total assets$65$60$124$249$53$68$122$243
Liabilities:
Interest rate derivatives - cash flow hedges$—$(5)$—$(5)$—$—$—$—
Foreign currency derivatives - cash flow hedges—(2)—(2)————
Cross-currency interest rate derivatives - cash flow hedges—(4)—(4)—(2)—(2)
Total liabilities$—$(11)$—$(11)$—$(2)$—$(2)

Equity and Other Securities

The fair values of equity and other securities with quoted prices in active markets are determined based on the closing price at the end of each reporting period. These securities are classified as Level 1 in the fair value hierarchy outlined above. The fair values of equity and other securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.

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

For the three months ended September 30,
20242023
(in millions)
Balance - beginning of period$122$130
Foreign exchange and other2(2)
Balance - end of period$124$128

Derivative Instruments

The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risks managed by the Company through the use of derivative instruments include:

  • foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in United States (“U.S.”) dollars, payments for customer premise equipment, certain programming rights, product development costs and inventory purchases; and

  • interest rate risk: arising from fixed and floating rate Foxtel Debt Group and News Corporation borrowings.

The Company formally designates qualifying derivatives as hedge relationships and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Derivatives are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:

Balance Sheet ClassificationAs of September 30, 2024As of June 30, 2024
(in millions)
Interest rate derivatives - cash flow hedgesOther current assets$7$15
Interest rate derivatives - cash flow hedgesOther non-current assets714
Interest rate derivatives - cash flow hedgesOther current liabilities(1)—
Foreign currency derivatives - cash flow hedgesOther current liabilities(2)—
Cross-currency interest rate derivatives - cash flow hedgesOther current liabilities(1)—
Interest rate derivatives - cash flow hedgesOther non-current liabilities(4)—
Cross-currency interest rate derivatives - cash flow hedgesOther non-current liabilities(3)(2)

Cash flow hedges

The Company utilizes a combination of interest rate derivatives, foreign currency derivatives and cross-currency interest rate derivatives to mitigate currency exchange rate risk and interest rate risk in relation to future interest and principal payments and payments for customer premise equipment, certain programming rights, product development costs and inventory purchases.

The total notional value of interest rate swap derivatives designated for hedging was approximately $484 million and A$610 million as of September 30, 2024 for News Corporation and Foxtel Debt Group borrowings, respectively. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2027. As of September 30, 2024, the Company estimates that approximately $7 million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

The total notional value of foreign currency contract derivatives designated for hedging was $77 million as of September 30, 2024. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than one year. As of September 30, 2024, the Company estimates that approximately $2 million of net derivative losses related to its foreign currency contract derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

The total notional value of cross-currency interest rate swap derivatives designated for hedging was approximately $44 million as of September 30, 2024. The maximum hedged term over which the Company is hedging exposure to variability in interest and principal payments is to July 2027. As of September 30, 2024, the Company estimates that approximately $1 million of net derivative losses related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three months ended September 30, 2024 and 2023 for both derivatives designated as cash flow hedges that continue to be highly effective and derivatives initially designated as cash flow hedges but for which hedge accounting was discontinued as of December 31, 2020:

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

For the three months ended September 30,
20242023
(in millions)
Interest rate derivatives - cash flow hedges$(16)$7
Foreign currency derivatives - cash flow hedges(2)2
Cross-currency interest rate derivatives - cash flow hedges(2)—
Total$(20)$9

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

Income Statement ClassificationFor the three months ended September 30,
20242023
(in millions)
Interest rate derivatives - cash flow hedgesInterest expense, net$(4)$(10)
Cross-currency interest rate derivatives - cash flow hedgesInterest expense, net(2)—
Cross-currency interest rate derivatives(a)Interest expense, net—(1)
Total$(6)$(11)

(a) These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.

Other Fair Value Measurements

As of September 30, 2024, the carrying value of the Company’s outstanding borrowings approximates the fair value. The 2022 Senior Notes and the 2021 Senior Notes are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.

NOTE 8. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share under ASC 260, Earnings per Share:

For the three months ended September 30,
20242023
(in millions, except per share amounts)
Net income$144$58
Net income attributable to noncontrolling interests(25)(28)
Net income attributable to News Corporation stockholders$119$30
Weighted-average number of shares of common stock outstanding - basic569.2572.3
Dilutive effect of equity awards2.01.8
Weighted-average number of shares of common stock outstanding - diluted571.2574.1
Net income attributable to News Corporation stockholders per share - basic and diluted$0.21$0.05

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NOTE 9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. The Company’s commitments as of September 30, 2024 have not changed significantly from the disclosures included in the 2024 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.

HarperCollins

Beginning in February 2021, a number of purported class action complaints have been filed in the U.S. District Court for the Southern District of New York (the “N.Y. District Court”) against Amazon.com, Inc. (“Amazon”) and certain publishers, including the Company’s subsidiary, HarperCollins Publishers, L.L.C. (“HarperCollins” and together with the other publishers, the “Publishers”), alleging violations of antitrust and competition laws. The complaints seek treble damages, injunctive relief and attorneys’ fees and costs. In August 2023, the N.Y. District Court dismissed the complaints in one of the cases with prejudice and in March 2024, the court dismissed the complaint against the Publishers in the remaining case with prejudice. However, the plaintiffs’ time to appeal the N.Y. District Court’s decision to dismiss in the latter case does not expire until the complaint against Amazon in that case has been finally determined. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, HarperCollins believes it has been compliant with applicable laws and intends to defend itself vigorously.

U.K. Newspaper Matters

Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.

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In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as part of the separation of FOX Corporation (“FOX”) from 21st Century Fox, the Company, News Corp Holdings UK & Ireland, 21st Century Fox and FOX entered into a Partial Assignment and Assumption Agreement, pursuant to which, among other things, 21st Century Fox assigned, conveyed and transferred to FOX all of its indemnification obligations with respect to the U.K. Newspaper Matters.

The net expense related to the U.K. Newspaper Matters in Selling, general and administrative was $2 million and $3 million for the three months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $62 million. The amount to be indemnified by FOX of approximately $68 million was recorded as a receivable in Other current assets on the Balance Sheet as of September 30, 2024. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.

The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.

NOTE 10. INCOME TAXES

At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs.

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

Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that certain deferred tax assets may not be realized and therefore, a valuation allowance has been established against those tax assets.

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing audits with certain U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and its liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.

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The Organization for Economic Cooperation and Development (“OECD”) continues to develop detailed rules to assist member states in the implementation of landmark reforms to the international tax system, as agreed in October 2021 by 136 members of the OECD/G20 Inclusive Framework. These rules are intended to address certain tax challenges arising from digitalization of the global economy and ensure that companies pay a global minimum level of taxation in countries where they operate.

The OECD’s recommendations call for a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros. In December 2022, European Union (“EU”) member states agreed to adopt the OECD’s minimum tax rules which began going into effect in tax years beginning on or after January 1, 2024. The majority of the EU countries and the U.K. enacted minimum tax legislation in 2023. Several other countries, including Australia, have proposed changes to their tax law to implement the OECD’s minimum tax proposal. Global minimum tax legislation will generally be effective for the Company’s financial year beginning on July 1, 2024. The Company has assessed the potential impact of global minimum tax proposals in the jurisdictions where it operates, including available transitional safe harbor relief which provides more simplified measures, on its consolidated financial statements and related disclosures. Based on its assessment, these rules are not expected to have a material impact on the Company’s results of operations. However, the application of the rules continues to evolve, and its outcome may alter aspects of how the Company’s tax obligations are determined in countries in which it does business. The Company continues to evaluate the potential impact of these rules.

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

NOTE 11. SEGMENT INFORMATION

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

  • Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy, a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.

  • Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.

Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM, AdvantageSM Pro and Listing Toolkit products as well as its referral-based services, ReadyConnect ConciergeSM and RealChoiceTM Selling. Move also offers online tools and services to do-it-yourself landlords and tenants.

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  • Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and 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.

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

Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses. Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

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Segment information is summarized as follows:

For the three months ended September 30,
20242023
(in millions)
Revenues:
Dow Jones$552$537
Digital Real Estate Services457403
Book Publishing546525
Subscription Video Services501486
News Media521548
Other——
Total Revenues$2,577$2,499
Segment EBITDA:
Dow Jones$131$124
Digital Real Estate Services140122
Book Publishing8165
Subscription Video Services9293
News Media1614
Other(45)(54)
Depreciation and amortization(189)(171)
Impairment and restructuring charges(24)(38)
Equity losses of affiliates(3)(2)
Interest expense, net(18)(23)
Other, net23(35)
Income before income tax expense20495
Income tax expense(60)(37)
Net income$144$58
As of September 30, 2024As of June 30, 2024
(in millions)
Total assets:
Dow Jones$4,113$4,139
Digital Real Estate Services3,0903,020
Book Publishing2,8242,647
Subscription Video Services2,5562,587
News Media2,1152,003
Other(a)1,7711,858
Investments458430
Total assets$16,927$16,684

(a)The Other segment primarily includes Cash and cash equivalents.

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As of September 30, 2024As of June 30, 2024
(in millions)
Goodwill and intangible assets, net:
Dow Jones$3,248$3,248
Digital Real Estate Services1,8511,828
Book Publishing922914
Subscription Video Services1,2531,224
News Media308294
Total Goodwill and intangible assets, net$7,582$7,508

NOTE 12. ADDITIONAL FINANCIAL INFORMATION

Receivables, net

Receivables are presented net of allowances, which reflect the Company’s expected credit losses based on historical experience as well as current and expected economic conditions.

Receivables, net consist of:

As of September 30, 2024As of June 30, 2024
(in millions)
Receivables$1,768$1,568
Less: allowances(70)(65)
Receivables, net$1,698$1,503

Other Non-Current Assets

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

As of September 30, 2024As of June 30, 2024
(in millions)
Royalty advances to authors$361$375
Retirement benefit assets159147
Inventory(a)226226
Other428422
Total Other non-current assets$1,174$1,170

(a)Primarily consists of the non-current portion of programming rights.

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Other Current Liabilities

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

As of September 30, 2024As of June 30, 2024
(in millions)
Royalties and commissions payable$245$215
Current operating lease liabilities115117
Allowance for sales returns146141
Programming rights payable10398
Other320334
Total Other current liabilities$929$905

Other, net

The following table sets forth the components of Other, net:

For the three months ended September 30,
20242023
(in millions)
Remeasurement of equity securities$10$(23)
Dividends received from equity security investments—2
Gain on remeasurement of previously-held interest—4
Other13(18)
Total Other, net$23$(35)

Supplemental Cash Flow Information

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

For the three months ended September 30,
20242023
(in millions)
Cash paid for interest$34$19
Cash paid for taxes$48$25

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