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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35769
_________________________________________
News Corp (1).jpg
NEWS CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________
Delaware46-2950970
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1211 Avenue of the Americas, New York, New York
10036
(Address of principal executive offices)(Zip Code)
(212) 416-3400
(Registrant’s telephone number, including area code)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.01 per shareNWSAThe Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareNWSThe Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes No
As of February 2, 2024, 380,023,919 shares of Class A Common Stock and 191,095,220 shares of Class B Common Stock were outstanding.


NEWS CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page


PART I
ITEM 1. FINANCIAL STATEMENTS
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; millions, except per share amounts)
For the three months ended
December 31,
For the six months ended
December 31,
Notes2023202220232022
Revenues:
Circulation and subscription$1,119 $1,085 $2,248 $2,196 
Advertising438 464 829 870 
Consumer527 512 1,029 979 
Real estate327 301 638 624 
Other175 159 341 330 
Total Revenues22,586 2,521 5,085 4,999 
Operating expenses(1,281)(1,294)(2,554)(2,567)
Selling, general and administrative(832)(818)(1,694)(1,673)
Depreciation and amortization(179)(174)(350)(353)
Impairment and restructuring charges3(13)(19)(51)(40)
Equity losses of affiliates4(1)(29)(3)(33)
Interest expense, net(25)(26)(48)(53)
Other, net1222 (6)(13)(24)
Income before income tax expense277 155 372 256 
Income tax expense10(94)(61)(131)(96)
Net income183 94 241 160 
Net income attributable to noncontrolling interests(27)(27)(55)(53)
Net income attributable to News Corporation stockholders$156 $67 $186 $107 
Net income attributable to News Corporation stockholders per share:8
Basic$0.27 $0.12 $0.33 $0.18 
Diluted$0.27 $0.12 $0.32 $0.18 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2

NEWS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; millions)
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
Net income$183 $94 $241 $160 
Other comprehensive income:
Foreign currency translation adjustments215 279 70 (1)
Net change in the fair value of cash flow hedges(a)
(17)(4)(18)13 
Benefit plan adjustments, net(b)
(2)(6)13 6 
Other comprehensive income196 269 65 18 
Comprehensive income379 363 306 178 
Net income attributable to noncontrolling interests(27)(27)(55)(53)
Other comprehensive income attributable to noncontrolling interests(c)
(49)(59)(18)(3)
Comprehensive income attributable to News Corporation stockholders$303 $277 $233 $122 
(a)    Net of income tax expense (benefit) of $(6) million and $(2) million for the three months ended December 31, 2023 and 2022, respectively, and $(7) million and $4 million for the six months ended December 31, 2023 and 2022, respectively.
(b)    Net of income tax expense (benefit) of $(1) million and ($3) million for the three months ended December 31, 2023 and 2022, respectively, and $4 million and $1 million for the six months ended December 31, 2023 and 2022, respectively.
(c)    Primarily consists of foreign currency translation adjustments.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

NEWS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share and per share amounts)
NotesAs of
December 31, 2023
As of
June 30, 2023
(unaudited)(audited)
Assets:
Current assets:
Cash and cash equivalents$1,724 $1,833 
Receivables, net121,516 1,425 
Inventory, net297 311 
Other current assets466 484 
Total current assets4,003 4,053 
Non-current assets:
Investments4424 427 
Property, plant and equipment, net1,985 2,042 
Operating lease right-of-use assets1,007 1,036 
Intangible assets, net2,423 2,489 
Goodwill5,214 5,140 
Deferred income tax assets, net
10305 393 
Other non-current assets121,320 1,341 
Total assets$16,681 $16,921 
Liabilities and Equity:
Current liabilities:
Accounts payable$243 $440 
Accrued expenses1,095 1,123 
Deferred revenue2510 622 
Current borrowings558 27 
Other current liabilities12878 953 
Total current liabilities2,784 3,165 
Non-current liabilities:
Borrowings52,984 2,940 
Retirement benefit obligations136 134 
Deferred income tax liabilities, net
10129 163 
Operating lease liabilities1,090 1,128 
Other non-current liabilities456 446 
Commitments and contingencies9
Class A common stock(a)
4 4 
Class B common stock(b)
2 2 
Additional paid-in capital11,334 11,449 
Accumulated deficit(1,958)(2,144)
Accumulated other comprehensive loss(1,200)(1,247)
Total News Corporation stockholders’ equity8,182 8,064 
Noncontrolling interests920 881 
Total equity69,102 8,945 
Total liabilities and equity$16,681 $16,921 
(a)    Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 380,210,295 and 379,945,907 shares issued and outstanding, net of 27,368,413 treasury shares at par, at December 31, 2023 and June 30, 2023, respectively.
(b)    Class B common stock, $0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 191,177,032 and 192,013,909 shares issued and outstanding, net of 78,430,424 treasury shares at par, at December 31, 2023 and June 30, 2023, respectively.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

NEWS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; millions)
For the six months ended
December 31,
Notes20232022
Operating activities:
Net income$241 $160 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization350 353 
Operating lease expense48 57 
Equity losses of affiliates43 33 
Cash distributions received from affiliates3 5 
Impairment charges324  
Deferred income taxes and taxes payable
1067 17 
Other, net1213 24 
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets(69)(351)
Inventories, net50 (11)
Accounts payable and other liabilities(425)(126)
Net cash provided by operating activities305 161 
Investing activities:
Capital expenditures(236)(217)
Acquisitions, net of cash acquired(20)(15)
Investments in equity affiliates and other, net
(22)(92)
Proceeds from property, plant and equipment and other asset dispositions 8 
Other, net (21)
Net cash used in investing activities(278)(337)
Financing activities:
Borrowings51,049 407 
Repayment of borrowings5(1,044)(462)
Repurchase of shares6(56)(178)
Dividends paid(85)(89)
Other, net(8)10 
Net cash used in financing activities(144)(312)
Net change in cash and cash equivalents(117)(488)
Cash and cash equivalents, beginning of period1,833 1,822 
Effect of exchange rate changes on cash and cash equivalents
8 (6)
Cash and cash equivalents, end of period$1,724 $1,328 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Consolidated Financial Statements. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates.
Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are measured at fair value, if the fair value is readily determinable. If an investment’s fair value is not readily determinable, the Company will measure the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.”
The accompanying Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023 (the “2023 Form 10-K”).
The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2024 and fiscal 2023 include 52 weeks. All references to the three and six months ended December 31, 2023 and 2022 relate to the three and six months ended December 31, 2023 and January 1, 2023, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of December 31.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. ASU 2023-07 requires the amendments to be applied retrospectively and is effective for the Company for annual reporting periods beginning on July 1, 2024 and interim reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require disaggregated disclosure of material categories in effective tax rate reconciliations as well as disclosure of income taxes paid by specific domestic and foreign jurisdictions. Additionally, the amendments eliminate certain disclosures currently required under Topic 740. ASU 2023-09 is effective for the Company for annual reporting periods beginning on July 1, 2025, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements.
6


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. REVENUES
The following tables present the Company’s disaggregated revenues by type and segment for the three and six months ended December 31, 2023 and 2022:
For the three months ended December 31, 2023
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$2 $404 $441 $ $272 $ $1,119 
Advertising32 51 126  229  438 
Consumer   527   527 
Real estate327      327 
Other58 15 17 23 62  175 
Total Revenues$419 $470 $584 $550 $563 $ $2,586 
For the three months ended December 31, 2022
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$3 $405 $417 $ $260 $ $1,085 
Advertising33 47 131  253  464 
Consumer   512   512 
Real estate301      301 
Other49 10 15 19 66  159 
Total Revenues$386 $462 $563 $531 $579 $ $2,521 
For the six months ended December 31, 2023
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$5 $819 $877 $ $547 $ $2,248 
Advertising67 113 217  432  829 
Consumer   1,029   1,029 
Real estate638      638 
Other112 24 27 46 132  341 
Total Revenues$822 $956 $1,121 $1,075 $1,111 $ $5,085 
7


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2022
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$6 $830 $831 $ $529 $ $2,196 
Advertising68 111 225  466  870 
Consumer   979   979 
Real estate624      624 
Other109 23 22 39 137  330 
Total Revenues$807 $964 $1,078 $1,018 $1,132 $ $4,999 
Contract liabilities and assets
The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three and six months ended December 31, 2023 and 2022:
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
(in millions)
Balance, beginning of period$624 $592 $622 $604 
Deferral of revenue806 893 1,743 1,790 
Recognition of deferred revenue(a)
(930)(917)(1,859)(1,813)
Other10 23 4 10 
Balance, end of period$510 $591 $510 $591 
(a)For the three and six months ended December 31, 2023, the Company recognized $330 million and $499 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and six months ended December 31, 2022, the Company recognized $320 million and $490 million, respectively, of revenue which was included in the opening deferred revenue balance.
Contract assets were immaterial for disclosure as of December 31, 2023 and 2022.
Other revenue disclosures
The Company typically expenses sales commissions to obtain a customer contract as incurred as the amortization period is 12 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 12 months or less, or consideration is received within 12 months or less of the transfer of the good or service.
For the three and six months ended December 31, 2023, the Company recognized approximately $106 million and $210 million, respectively, in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of December 31, 2023 was approximately $1,240 million, of which approximately $263 million is expected to be recognized over the remainder of fiscal 2024, approximately $372 million is expected to be recognized in fiscal 2025 and approximately $212 million is expected to be recognized in fiscal 2026, with the remainder to be recognized thereafter. These amounts do not include (i) contracts with an expected duration of one year or less, (ii) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage and (iii) variable consideration allocated to performance obligations accounted for under the series guidance that meets the allocation objective under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
8


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. IMPAIRMENT AND RESTRUCTURING CHARGES
Fiscal 2024 Impairment
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 proposed combination of certain United Kingdom (“U.K.”) printing operations with those of a third party.
Fiscal 2024 Restructuring
During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $10 million and $27 million, respectively, related to employee termination benefits. The employee termination benefits recorded in fiscal 2024 resulted from actions taken by the Company’s businesses in response to the 5% headcount reduction initiative announced in February 2023.
Fiscal 2023 Restructuring
During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively. The restructuring charges recorded in fiscal 2023 primarily related to employee termination benefits.
Changes in restructuring program liabilities were as follows:
For the three months ended December 31,
20232022
One time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotal
(in millions)
Balance, beginning of period$29 $41 $70 $22 $40 $62 
Additions10  10 16 3 19 
Payments(17)(2)(19)(12)(2)(14)
Other1  1 (1) (1)
Balance, end of period$23 $39 $62 $25 $41 $66 
For the six months ended December 31,
20232022
One time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotal
(in millions)
Balance, beginning of period$53 $41 $94 $25 $41 $66 
Additions26 1 27 36 4 40 
Payments(56)(3)(59)(34)(4)(38)
Other   (2) (2)
Balance, end of period$23 $39 $62 $25 $41 $66 
As of December 31, 2023, restructuring liabilities of approximately $35 million were included in the Balance Sheet in Other current liabilities and $27 million were included in Other non-current liabilities.
9


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. INVESTMENTS
The Company’s investments were comprised of the following:
Ownership Percentage as of December 31, 2023As of
December 31, 2023
As of
June 30, 2023
(in millions)
Equity method investments(a)
various$197 $192 
Equity and other securities(b)
various227 235 
Total Investments$424 $427 
(a)Equity method investments are primarily comprised of REA Group’s ownership interest in PropertyGuru Group Ltd. (“PropertyGuru”).
(b)Equity and other securities are primarily comprised of Nexxen International, Ltd. (formerly Tremor International Ltd.), certain investments in China, the Company’s investment in ARN Media Limited, which operates a portfolio of Australian radio media assets, and Dow Jones’ investment in an artificial intelligence-focused data analytics company.
The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values. Equity securities without readily determinable fair market values are valued at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
(in millions)(in millions)
Total gains (losses) recognized on equity securities$13 $(11)$(10)$(14)
Less: Net gains recognized on equity securities sold 2  2 
Unrealized gains (losses) recognized on equity securities held at end of period$13 $(13)$(10)$(16)
Equity Losses of Affiliates
The Company’s share of the losses of its equity affiliates was $1 million and $3 million for the three and six months ended December 31, 2023, respectively, and $29 million and $33 million for the corresponding periods of fiscal 2023, respectively. The decrease was primarily due to the absence of losses from an investment in an Australian sports wagering venture in the prior year.
10


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. BORROWINGS
The Company’s total borrowings consist of the following:
Interest rate at December 31, 2023Maturity at December 31, 2023As of
December 31, 2023
As of
June 30, 2023
(in millions)
News Corporation
2022 Term loan A(a)
6.948 %Mar 31, 2027$491 $497 
2022 Senior notes5.125 %Feb 15, 2032493 492 
2021 Senior notes3.875 %May 15, 2029990 989 
Foxtel Group(b)
2024 Foxtel credit facility — tranche 1(c)(d)
7.26 %Aug 1, 2026405  
2024 Foxtel credit facility — USD portion — tranche 2(e)
8.63 %Aug 1, 202749  
2024 Foxtel credit facility — tranche 3(d)
7.41 %Aug 1, 2027212  
2017 Working capital facility(c)
7.26 %Aug 1, 2026  
Telstra facility11.95 %Dec 22, 2027101 100 
2019 Credit facility(f)
 %May 31, 2024 320 
2019 Term loan facility(f)
 %Nov 22, 2024 167 
2012 US private placement — USD portion — tranche 3(f)
 %Jul 25, 2024 149 
REA Group(b)
2024 REA credit facility — tranche 1(g)
5.85 %Sep 15, 202881  
2024 REA credit facility — tranche 2(g)
5.55 %Sep 16, 2025136  
2024 Subsidiary facility(g)
5.75 %Sep 28, 202554  
2022 Credit facility — tranche 1(f)
 %Sep 16, 2024 211 
2022 Credit facility — tranche 2(f)
 %Sep 16, 2025  
Finance lease liability30 42 
Total borrowings3,042 2,967 
Less: current portion(h)
(58)(27)
Long-term borrowings
$2,984 $2,940 
(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. For the three months ended December 31, 2023 the Company was paying interest at an effective interest rate of 3.583%. See Note 7—Financial Instruments and Fair Value Measurements.
(b)These borrowings were incurred by certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the Foxtel Group and REA Group and their respective subsidiaries, as applicable, and are non-recourse to News Corp.
(c)As of December 31, 2023, the Foxtel Debt Group had total undrawn commitments of A$255 million available under these facilities.
(d)The Company entered into A$610 million of interest rate swap derivatives to fix the floating rate interest components of tranche 1 and tranche 3 of its 2024 Foxtel Credit Facility (described below) at approximately 4.30%. For the three months ended December 31, 2023 the Company was paying interest at an effective interest rate of 7.20% 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 December 31, 2023 the Company was paying interest at an effective interest rate of 7.64%. See Note 7—Financial Instruments and Fair Value Measurements.
(f)These borrowings were repaid during the six months ended December 31, 2023 using proceeds from the 2024 Foxtel Credit Facility and 2024 REA Credit Facility (described below), as applicable.
(g)As of December 31, 2023, REA Group had total undrawn commitments of A$285 million available under these facilities.
(h)The Company classifies the current portion of long term debt as non-current liabilities on the Balance Sheets when it has the intent and ability to refinance the obligation on a long-term basis, in accordance with ASC 470-50, Debt. $25 million and $27 million relates to the current portion of finance lease liabilities as of December 31, 2023 and June 30, 2023, respectively, with the remainder as of December 31, 2023 consisting of required principal repayments on the 2022 Term Loan A and 2024 Foxtel Credit Facility — tranches 2 and 3.
11


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Foxtel Group Debt Refinancing
During the six months ended December 31, 2023, the Foxtel Group refinanced its A$610 million 2019 revolving credit facility, A$250 million term loan facility and tranche 3 of its 2012 U.S. private placement senior unsecured notes with the proceeds of a new A$1.2 billion syndicated credit facility (the “2024 Foxtel Credit Facility”). The 2024 Foxtel Credit Facility consists of three sub-facilities: (i) an A$817.5 million three year revolving credit facility (the “2024 Foxtel Credit Facility — tranche 1”), (ii) a US$48.7 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 2”) and (iii) an A$311.0 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 3”). In addition, the Foxtel Group amended its 2017 working capital facility to extend the maturity to August 2026 and modify the pricing.
Depending on the Foxtel Group’s net leverage ratio, (i) borrowings under the 2024 Foxtel Credit Facility — tranche 1 and 2017 working capital facility bear interest at a rate of the Australian BBSY plus a margin of between 2.35% and 3.60%; (ii) borrowings under the 2024 Foxtel Credit Facility — tranche 2 bear interest at a rate based on a Term SOFR formula, as set forth in the 2024 Foxtel Credit Agreement, plus a margin of between 2.50% and 3.75%; and (iii) borrowings under the 2024 Foxtel Credit Facility — tranche 3 bear interest at a rate of the Australian BBSY plus a margin of between 2.50% and 3.75%. All tranches carry a commitment fee of 45% of the applicable margin on any undrawn balance during the relevant availability period. Tranches 2 and 3 of the 2024 Foxtel Credit Facility amortize on a proportionate basis in an aggregate annual amount equal to A$35 million in each of the first two years following closing and A$40 million in each of the two years thereafter.
The agreements governing the Foxtel Debt Group’s external borrowings contain customary affirmative and negative covenants and events of default, with customary exceptions, including specified financial and non-financial covenants calculated in accordance with Australian International Financial Reporting Standards. Subject to certain exceptions, these covenants restrict or prohibit members of the Foxtel Debt Group from, among other things, undertaking certain transactions, disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, giving guarantees, entering into certain other financing arrangements, creating or permitting certain liens, engaging in transactions with affiliates, making repayments of certain other loans and undergoing fundamental business changes. In addition, the agreements require the Foxtel Debt Group to maintain a ratio of net debt to Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”), as adjusted under the applicable agreements, of not more than 3.25 to 1.0. The agreements also require the Foxtel Debt Group to maintain a net interest coverage ratio of not less than 3.5 to 1.0. There are no assets pledged as collateral for any of the borrowings.
REA Group Debt
REA Group Debt Refinancing
During the six months ended December 31, 2023, REA Group entered into a new unsecured syndicated credit facility (the “2024 REA Credit Facility”) which replaces the 2022 Credit Facility and consists of two sub-facilities: (i) a five-year A$400 million revolving loan facility (the “2024 REA Credit Facility—tranche 1”) which was used to refinance tranche 1 of the 2022 Credit Facility and (ii) an A$200 million revolving loan facility representing the continuation of tranche 2 of the 2022 Credit Facility (the “2024 REA Credit Facility—tranche 2”). REA Group may request increases in the amount of the 2024 REA Credit Facility up to a maximum amount of A$500 million, subject to the terms and limitations set forth in the syndicated facility agreement.
Borrowings under the 2024 REA Credit Facility — tranche 1 accrue interest at a rate of the Australian BBSY plus a margin of between 1.45% and 2.35%, depending on REA Group’s net leverage ratio. Borrowings under the 2024 REA Credit Facility — tranche 2 continue to accrue interest at a rate of the Australian BBSY plus a margin of between 1.15% and 2.25%, depending on REA Group’s net leverage ratio. Both tranches carry a commitment fee of 40% of the applicable margin on any undrawn balance.
The syndicated facility agreement governing the 2024 REA Credit Facility requires REA Group to maintain (i) a net leverage ratio of not more than 3.5 to 1.0 and (ii) an interest coverage ratio of not less than 3.0 to 1.0. The agreement also contains certain other customary affirmative and negative covenants and events of default. Subject to certain exceptions, these covenants restrict or prohibit REA Group and its subsidiaries from, among other things, incurring or guaranteeing debt, disposing of certain properties or assets, merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in non arms’ length transactions with affiliates, undergoing fundamental business changes and making restricted payments.
12


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary Financing
During the six months ended December 31, 2023, REA Group entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”). Proceeds of the 2024 Subsidiary Facility will be used to refinance an existing facility at one of its subsidiaries and to fund its business of providing short-term financing to real estate agents and vendors. Borrowings under the 2024 Subsidiary Facility accrue interest at a rate of the Australian BBSY plus a margin of 1.40% and undrawn balances carry a commitment fee of 40% of the applicable margin. The facility agreement governing the 2024 Subsidiary Facility permits the lender to cancel its commitment and declare all outstanding amounts immediately due and payable after a consultation period in specified circumstances, including if certain key operating measures of its subsidiary fall below the budgeted amount for two consecutive quarters. The agreement also contains certain other customary affirmative and negative covenants and events of default that are similar to those governing the 2024 REA Credit Facility.
Covenants
The Company’s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed in the Company’s 2023 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at December 31, 2023.
NOTE 6. EQUITY
The following tables summarize changes in equity for the three and six months ended December 31, 2023 and 2022:
For the three months ended December 31, 2023
Class A Common
Stock
Class B Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, September 30, 2023381 $4 192 $2 $11,347 $(2,114)$(1,347)$7,892 $844 $8,736 
Net income— — — — — 156 — 156 27 183 
Other comprehensive income— — — — — — 147 147 49 196 
Dividends— — — —  — —    
Share repurchases(1)— (1)— (26)— — (26)— (26)
Other — — — 13 — — 13  13 
Balance, December 31, 2023380 $4 191 $2 $11,334 $(1,958)$(1,200)$8,182 $920 $9,102 
For the three months ended December 31, 2022
Class A Common
Stock
Class B Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, September 30, 2022384 $4 194 $2 $11,584 $(2,253)$(1,465)$7,872 $856 $8,728 
Net income— — — — — 67 — 67 27 94 
Other comprehensive income— — — — — — 210 210 59 269 
Dividends— — — —  — —    
Share repurchases(2)— (1)— (47)— — (47)— (47)
Other — — — 13 — — 13 (1)12 
Balance, December 31, 2022382 $4 193 $2 $11,550 $(2,186)$(1,255)$8,115 $941 $9,056 
13


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31, 2023
Class A Common
Stock
Class B Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, June 30, 2023380 $4 192 $2 $11,449 $(2,144)$(1,247)$8,064 $881 $8,945 
Net income— — — — — 186 — 186 55 241 
Other comprehensive income— — — — — — 47 47 18 65 
Dividends— — — — (57)— — (57)(28)(85)
Share repurchases(2)— (1)— (55)— — (55)— (55)
Other2 — — — (3)— — (3)(6)(9)
Balance, December 31, 2023380 $4 191 $2 $11,334 $(1,958)$(1,200)$8,182 $920 $9,102 

For the six months ended December 31, 2022
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, June 30, 2022388 $4 197 $2 $11,779 $(2,293)$(1,270)$8,222 $921 $9,143 
Net income— — — — — 107 — 107 53 160 
Other comprehensive income— — — — — — 15 15 3 18 
Dividends— — — — (58)— — (58)(31)(89)
Share repurchases(7)— (4)— (174)— — (174)— (174)
Other1 — — — 3 — — 3 (5)(2)
Balance, December 31, 2022382 $4 193 $2 $11,550 $(2,186)$(1,255)$8,115 $941 $9,056 
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 December 31, 2023, the remaining authorized amount under the Repurchase Program was approximately $522 million.
During the three and six months ended December 31, 2023, the Company repurchased and subsequently retired 0.8 million and 1.8 million shares, respectively, of Class A Common Stock for approximately $18 million and $38 million, respectively, and 0.4 million and 0.8 million shares, respectively, of Class B Common Stock for approximately $8 million and $17 million, respectively. During the three and six months ended December 31, 2022, the Company repurchased and subsequently retired 1.9 million and 6.9 million shares, respectively, of Class A Common Stock for approximately $31 million and $115 million, respectively, and 1.0 million and 3.5 million shares, respectively, of Class B Common Stock for approximately $16 million and $59 million, respectively.
14


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Dividends
In August 2023, 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 11, 2023 to stockholders of record as of September 13, 2023. 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.
15


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 December 31, 2023As of June 30, 2023
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
(in millions)
Assets:
Interest rate derivatives - cash flow hedges$ $25 $ $25 $ $41 $ $41 
Foreign currency derivatives - cash flow hedges     2  2 
Cross-currency interest rate derivatives - fair value hedges     9  9 
Cross-currency interest rate derivatives(a)
     37  37 
Equity and other securities
96  131 227 105  130 235 
Total assets$96 $25 $131 $252 $105 $89 $130 $324 
Liabilities:
Interest rate derivatives - cash flow hedges$ $(5)$ $(5)$ $ $ $ 
Foreign currency derivatives - cash flow hedges$ $(1)$ $(1)$ $ $ $ 
Cross-currency interest rate derivatives - fair value hedges     (1) (1)
Cross-currency interest rate derivatives - cash flow hedges (3) (3)    
Cross-currency interest rate derivatives(a)
     (2) (2)
Total liabilities$ $(9)$ $(9)$ $(3)$ $(3)
(a)    These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
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 six months ended
December 31,
20232022
(in millions)
Balance - beginning of period
$130 $103 
Additions(a)
3 30 
Sales (2)
Returns of capital(4)(1)
Measurement adjustments 1 
Foreign exchange and other2 1 
Balance - end of period$131 $132 
(a)    The additions for the six months ended December 31, 2022 primarily relate to Dow Jones’ investment in an artificial intelligence-focused data analytics company.
16


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Derivative Instruments
The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risks managed by the Company through the use of derivative instruments include:
foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in United States (“U.S.”) dollars, payments for customer premise equipment, certain programming rights, product development costs and inventory purchases; and
interest rate risk: arising from fixed and floating rate Foxtel Debt Group and News Corporation borrowings.
During the six months ended December 31, 2023, in connection with the 2024 Foxtel Credit Facility, the Company entered into (i) a cross-currency interest rate swap derivative with a notional amount of $49 million to exchange the U.S. dollar-denominated floating rate interest component of its 2024 Foxtel Credit Facility — Tranche 2 for an Australian dollar-denominated fixed rate of 4.375% and (ii) interest rate swap derivatives with notional amounts totaling A$610 million to exchange the floating rate interest component of the remaining tranches to fixed rates ranging from 4.248% to 4.338%. These cross-currency interest rate swap and interest rate swap derivatives are accounted for as cash flow hedges under ASC 815, Derivatives and Hedging.
During the six months ended December 31, 2023, the Company settled its hedges and derivatives related to the 2019 Credit facility and the 2012 U.S. private placement - USD portion - tranche 3. A gain of $5 million was recognized in Other, net related to the settlement of cross-currency interest rate swap derivatives for which hedge accounting was previously discontinued, and a gain of $7 million was recognized within Interest expense, net related to the remaining net derivative gains in Accumulated other comprehensive loss.
The Company formally designates qualifying derivatives as hedge relationships and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.
Derivatives are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:
Balance Sheet Classification
As of
December 31, 2023
As of
June 30, 2023
(in millions)
Interest rate derivatives - cash flow hedges
Other current assets$13 $21 
Foreign currency derivatives - cash flow hedges
Other current assets 2 
Cross currency interest rate derivatives(a)
Other current assets 1 
Interest rate derivatives - cash flow hedges
Other non-current assets12 20 
Cross-currency interest rate derivatives - fair value hedges
Other non-current assets 9 
Cross-currency interest rate derivatives(a)
Other non-current assets 36 
Foreign currency derivatives - cash flow hedges
Other current liabilities(1) 
Cross-currency interest rate derivatives - fair value hedges
Other current liabilities (1)
Cross-currency interest rate derivatives(a)
Other current liabilities (2)
Interest rate derivatives - cash flow hedges
Other non-current liabilities(5) 
Cross-currency interest rate derivatives - cash flow hedges
Other non-current liabilities(3) 
(a)    These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
17


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 $491 million and A$610 million as of December 31, 2023 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 December 31, 2023, the Company estimates that approximately $13 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 12 months.
The total notional value of foreign currency contract derivatives designated for hedging was $63 million as of December 31, 2023. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than one year. As of December 31, 2023, the Company estimates that approximately $1 million of net derivative losses related to its foreign currency contract derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The total notional value of cross-currency interest rate swap derivatives designated for hedging was approximately $49 million as of December 31, 2023. The maximum hedged term over which the Company is hedging exposure to variability in interest and principal payments is to July 2027. As of December 31, 2023, the Company estimates that approximately nil of net derivative gains related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three and six months ended December 31, 2023 and 2022 for both derivatives designated as cash flow hedges that continue to be highly effective and derivatives initially designated as cash flow hedges but for which hedge accounting was discontinued as of December 31, 2020:
Gains (losses) recognized in Accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022, by derivative instrument:
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
(in millions)
Interest rate derivatives - cash flow hedges$(14)$(1)$(7)$21 
Foreign currency derivatives - cash flow hedges(2)(2) (1)
Cross-currency interest rate derivatives - cash flow hedges(3) (3) 
Total$(19)$(3)$(10)$20 
18


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Gains) losses reclassified from Accumulated other comprehensive loss into the Statements of Operations for the three and six months ended December 31, 2023 and 2022, by derivative instrument:
Income Statement
Classification
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
(in millions)
Interest rate derivatives - cash flow hedgesInterest expense, net$(4)$(3)$(14)$(3)
Foreign currency derivatives - cash flow hedgesOperating expenses(2)1 (2) 
Cross-currency interest rate derivatives - cash flow hedges
Interest expense, net3  3  
Cross-currency interest rate derivatives(a)
Interest expense, net (1)(1)(1)
Total$(3)$(3)$(14)$(4)
(a)    These cross-currency interest rate derivatives were initially designated as cash flow hedges. Hedge accounting for these derivatives was discontinued as of December 31, 2020.
The amounts recognized in Other, net in the Statements of Operations resulting from the changes in fair value of cross-currency interest rate derivatives that were discontinued as cash flow hedges due to hedge ineffectiveness as of December 31, 2020 was a gain of approximately nil and $3 million for the three and six months ended December 31, 2023, respectively, and a loss of approximately $1 million and a gain of approximately $2 million for the three and six months ended December 31, 2022, respectively.
Other Fair Value Measurements
As of December 31, 2023, 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 set forth the computation of basic and diluted earnings (loss) per share under ASC 260, Earnings per Share:
For the three months ended
December 31,
For the six months ended
December 31,
2023202220232022
(in millions, except per share amounts)
Net income$183 $94 $241 $160 
Net income attributable to noncontrolling interests(27)(27)(55)(53)
Net income attributable to News Corporation stockholders$156 $67 $186 $107 
Weighted-average number of shares of common stock outstanding - basic571.9 576.0 572.1 578.7 
Dilutive effect of equity awards1.6 1.8 1.7 1.8 
Weighted-average number of shares of common stock outstanding - diluted573.5 577.8 573.8 580.5 
Net income attributable to News Corporation stockholders per share - basic$0.27 $0.12 $0.33 $0.18 
Net income attributable to News Corporation stockholders per share - diluted$0.27 $0.12 $0.32 $0.18 
19


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. As a result of entering into the 2024 Foxtel Credit Facility, the 2024 REA Credit Facility and the 2024 Subsidiary Facility during the six months ended December 31, 2023, the Company has presented its commitments associated with its borrowings and the related interest payments in the table below.
As of December 31, 2023
Payments Due by Period
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
(in millions)
Borrowings(a)
$3,029 $36 $694 $799 $1,500 
Interest payments on borrowings(b)
686 155 269 153 109 
(a)See Note 5—Borrowings.
(b)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at December 31, 2023. Such rates are subject to change in future periods.
The Company’s other commitments as of December 31, 2023 have not changed significantly from the disclosures included in the 2023 Form 10-K.
Contingencies
The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.
The Company establishes an accrued liability for legal claims when it determines that a loss is probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.
News America Marketing
In May 2020, the Company sold its News America Marketing business. In the transaction, the Company retained certain liabilities, including those arising from the legal proceeding with Insignia Systems, Inc. (“Insignia”). In July 2019, Insignia filed a complaint in the U.S. District Court for the District of Minnesota against News America Marketing FSI L.L.C., News America Marketing In-Store Services L.L.C. and News Corporation alleging violations of federal and state antitrust laws and common law business torts. The complaint sought treble damages, injunctive relief and attorneys’ fees and costs. In July 2022, the parties agreed to settle the litigation and Insignia’s claims were dismissed with prejudice.
20


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 September 2022, the N.Y. District Court granted Amazon and the Publishers’ motions to dismiss the complaints but gave the plaintiffs leave to amend. The plaintiffs filed amended complaints in both cases in November 2022, and in January 2023, Amazon and the Publishers filed motions to dismiss the amended complaints. In August 2023, the N.Y. District Court dismissed the complaints in one of the cases with prejudice. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, HarperCollins believes it has been compliant with applicable laws and intends to defend itself vigorously.
U.K. Newspaper Matters
Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.
In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as part of the separation of FOX Corporation (“FOX”) from 21st Century Fox, the Company, News Corp Holdings UK & Ireland, 21st Century Fox and FOX entered into a Partial Assignment and Assumption Agreement, pursuant to which, among other things, 21st Century Fox assigned, conveyed and transferred to FOX all of its indemnification obligations with respect to the U.K. Newspaper Matters.
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 December 31, 2023 and 2022, respectively, and $5 million and $9 million for the six months ended December 31, 2023 and 2022, respectively. As of December 31, 2023, 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 $81 million. The amount to be indemnified by FOX of approximately $89 million was recorded as a receivable in Other current assets on the Balance Sheet as of December 31, 2023. 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.
21


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended December 31, 2023, the Company recorded income tax expense of $94 million on pre-tax income of $277 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 six months ended December 31, 2023, the Company recorded income tax expense of $131 million on pre-tax income of $372 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 December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 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 six months ended December 31, 2022, the Company recorded income tax expense of $96 million on pre-tax income of $256 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.
Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that certain deferred tax assets may not be realized and therefore, a valuation allowance has been established against those tax assets.
The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing an audit with the Internal Revenue Service for the fiscal year ended June 30, 2018, as well as audits with certain U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and its liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.
The Inflation Reduction Act (“IRA”), which was signed into law on August 16, 2022, imposes a 15% corporate minimum tax on corporations with over $1 billion of financial statement income. The Company has evaluated the relevant provisions of IRA along with guidance issued by the U.S. Treasury Department and is not expected to be subject to the corporate minimum tax.
The Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) has been working to develop an agreement on a two-pillar approach to help address tax challenges arising from taxation of the digital economy. The two-pillar approach seeks to (1) allocate profits to market jurisdictions (“Pillar One”), and (2) ensure multinational enterprises pay a minimum level of tax regardless of where they are headquartered or where they operate (“Pillar Two”).
Pillar One targets multinational groups with global revenue exceeding 20 billion Euros and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate their profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, the Company does not expect to be subject to Pillar One taxes.
Pillar Two establishes a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros. On December 15, 2022, European Union Member States unanimously adopted a directive implementing the global minimum tax rules of Pillar Two requiring members to enact the directive into their national laws which are expected to begin going into effect for tax years beginning on or after January 1, 2024. The majority of the EU countries and the U.K. enacted the Pillar Two legislation in 2023. The Company is currently evaluating the potential impact of the Pillar Two global minimum tax proposals on its consolidated financial statements and related disclosures.
22


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company paid gross income taxes of $74 million and $81 million during the six months ended December 31, 2023 and 2022, respectively, and received tax refunds of $9 million and $1 million, respectively.
NOTE 11. SEGMENT INFORMATION
The Company manages and reports its businesses in the following six segments:
Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.
Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM and AdvantageSM Pro products as well as its referral-based services, ReadyConnect ConciergeSM and UpNest. Move also offers online tools and services to do-it-yourself landlords and tenants.
Subscription Video Services—The Company’s Subscription Video Services segment provides sports, entertainment and news services to pay-TV and streaming subscribers and other commercial licensees via satellite and internet distribution and consists of (i) the Company’s 65% interest in the Foxtel Group (with the remaining 35% interest held by Telstra, an ASX-listed telecommunications company) and (ii) Australian News Channel (“ANC”). The Foxtel Group is the largest Australian-based subscription television provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s Kayo Sports streaming service offer the leading sports programming content in Australia, with broadcast rights to live sporting events including: National Rugby League, Australian Football League, Cricket Australia and various motorsports programming. The Foxtel Group’s other streaming services include BINGE, its entertainment streaming service, and Foxtel Now, a streaming service that provides access across Foxtel’s live and on-demand content.
ANC operates the SKY NEWS network, Australia’s 24-hour multi-channel, multi-platform news service. ANC channels are distributed throughout Australia and New Zealand and available on Foxtel and Sky Network Television NZ. ANC also owns and operates the international Australia Channel IPTV service and offers content across a variety of digital media platforms, including web, mobile and third party providers.
Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy (which includes OPIS), a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.
Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell,
23


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and authors and a significant Christian publishing business.
News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., TalkTV in the U.K. and Storyful, a social media content agency.
Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters.
Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses. Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net and income tax (expense) benefit. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
24


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Segment information is summarized as follows:
For the three months ended
December 31,
For the six months ended December 31,
2023202220232022
(in millions)
Revenues:
Digital Real Estate Services$419 $386 $822 $807 
Subscription Video Services470 462 956 964 
Dow Jones584 563 1,121 1,078 
Book Publishing550 531 1,075 1,018 
News Media563 579 1,111 1,132 
Other    
Total revenues$2,586 $2,521 $5,085 $4,999 
Segment EBITDA:
Digital Real Estate Services$147 $128 $269 $247 
Subscription Video Services77 90 170 201 
Dow Jones163 139 287 252 
Book Publishing85 51 150 90 
News Media52 59 66 77 
Other(51)(58)(105)(108)
Depreciation and amortization(179)(174)(350)(353)
Impairment and restructuring charges(13)(19)(51)(40)
Equity losses of affiliates(1)(29)(3)(33)
Interest expense, net(25)(26)(48)(53)
Other, net22 (6)(13)(24)
Income before income tax expense277 155 372 256 
Income tax expense(94)(61)(131)(96)
Net income$183 $94 $241 $160 

As of
December 31, 2023
As of
June 30, 2023
(in millions)
Total assets:
Digital Real Estate Services$3,073 $2,942 
Subscription Video Services2,633 2,812 
Dow Jones4,178 4,305 
Book Publishing2,731 2,629 
News Media1,966 2,023 
Other(a)
1,676 1,783 
Investments424 427 
Total assets$16,681 $16,921 
(a)The Other segment primarily includes Cash and cash equivalents.
25


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of
December 31, 2023
As of
June 30, 2023
(in millions)
Goodwill and intangible assets, net:
Digital Real Estate Services$1,826 $1,779 
Subscription Video Services1,288 1,288 
Dow Jones3,273 3,298 
Book Publishing942 958 
News Media308 306 
Total Goodwill and intangible assets, net$7,637 $7,629 
NOTE 12. ADDITIONAL FINANCIAL INFORMATION
Receivables, net
Receivables are presented net of allowances, which reflect the Company’s expected credit losses based on historical experience as well as current and expected economic conditions.
Receivables, net consist of:
As of
December 31, 2023
As of
June 30, 2023
(in millions)
Receivables$1,579 $1,482 
Less: allowances(63)(57)
Receivables, net$1,516 $1,425 
Other Non-Current Assets
The following table sets forth the components of Other non-current assets:
As of
December 31, 2023
As of
June 30, 2023
(in millions)
Royalty advances to authors$384 $376 
Retirement benefit assets141 134 
Inventory(a)
236 267 
News America Marketing deferred consideration164 157 
Other395 407 
Total Other non-current assets$1,320 $1,341 
(a)Primarily consists of the non-current portion of programming rights.
26


NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other Current Liabilities
The following table sets forth the components of Other current liabilities:
As of
December 31, 2023
As of
June 30, 2023
(in millions)
Royalties and commissions payable$242 $206 
Current operating lease liabilities111 112 
Allowance for sales returns155 154 
Current tax payable11 16 
Other359 465 
Total Other current liabilities$878 $953 
Other, net
The following table sets forth the components of Other, net:
For the three months ended December 31,For the six months ended December 31,
2023202220232022
(in millions)
Remeasurement of equity securities$13 $(11)$(10)$(14)
Dividends received from equity security investments1 2 3 4 
Gain on remeasurement of previously-held interest  4  
Other8 3 (10)(14)
Total Other, net$22 $(6)$(13)$(24)
Supplemental Cash Flow Information
The following table sets forth the Company’s cash paid for taxes and interest:
For the six months ended December 31,
20232022
(in millions)
Cash paid for interest$51 $54 
Cash paid for taxes$74 $81 
NOTE 13. SUBSEQUENT EVENTS
Dividend declaration
In February 2024, the Company’s 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 is payable on April 10, 2024 to stockholders of record as of March 13, 2024.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This document, including the following discussion and analysis, contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, the Company’s cost savings initiatives, including announced headcount reductions, and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A. in News Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023 (the “2023 Form 10-K”), and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the unaudited consolidated financial statements of News Corporation and related notes set forth elsewhere herein and the audited consolidated financial statements of News Corporation and related notes set forth in the 2023 Form 10-K.
INTRODUCTION
News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing.
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”).
Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:
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 2024 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.
Results of Operations—This section provides an analysis of the Company’s results of operations for the three and six months ended December 31, 2023 and 2022. This analysis is presented on both a consolidated basis and a segment basis. Supplemental revenue information is also included for reporting units within certain segments and is presented on a gross basis, before eliminations in consolidation. 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 six months ended December 31, 2023 and 2022, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of December 31, 2023.
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OVERVIEW OF THE COMPANY’S BUSINESSES
The Company manages and reports its businesses in the following six segments:
Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.
Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM and AdvantageSM Pro products as well as its referral-based services, ReadyConnect ConciergeSM and UpNest. Move also offers online tools and services to do-it-yourself landlords and tenants.
Subscription Video Services—The Company’s Subscription Video Services segment provides sports, entertainment and news services to pay-TV and streaming subscribers and other commercial licensees via satellite and internet distribution and consists of (i) the Company’s 65% interest in the Foxtel Group (with the remaining 35% interest held by Telstra, an ASX-listed telecommunications company) and (ii) Australian News Channel (“ANC”). The Foxtel Group is the largest Australian-based subscription television provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s Kayo Sports streaming service offer the leading sports programming content in Australia, with broadcast rights to live sporting events including: National Rugby League, Australian Football League, Cricket Australia and various motorsports programming. The Foxtel Group’s other streaming services include BINGE, its entertainment streaming service, and Foxtel Now, a streaming service that provides access across Foxtel’s live and on-demand content.
ANC operates the SKY NEWS network, Australia’s 24-hour multi-channel, multi-platform news service. ANC channels are distributed throughout Australia and New Zealand and available on Foxtel and Sky Network Television NZ. ANC also owns and operates the international Australia Channel IPTV service and offers content across a variety of digital media platforms, including web, mobile and third party providers.
Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other compliance requirements, Dow Jones Energy (which includes OPIS), a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.
Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 15 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and authors and a significant Christian publishing business.
29

News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., TalkTV in the U.K. and Storyful, a social media content agency.
Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters (as defined in Note 9—Commitments and Contingencies to the Consolidated Financial Statements).
Other Business Developments
Announced Headcount Reduction
In response to the macroeconomic challenges facing many of the Company’s businesses, the Company implemented a number of cost savings initiatives, including the 5% headcount reduction announced in February 2023. The Company has notified substantially all of the affected employees and recognized associated cash restructuring charges of approximately $106 million through December 31, 2023. Based on the actions taken, the Company expects to generate annualized gross cost savings of at least $160 million, the majority of which will be reflected in fiscal 2024. See Note 3—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.
Proposed Combination of U.K. Printing Operations
In October 2023, News UK and DMG Media announced a proposed arrangement to combine certain printing operations of both companies within a separate joint venture. The Company believes this proposal would help improve the efficiency of News UK and DMG Media’s print operations and establish a sustainable business model for national newspaper printing in the U.K. The proposed arrangement is subject to regulatory approval, and each company’s print operations will remain separate until approval is granted.
30

RESULTS OF OPERATIONS
Results of Operations—For the three and six months ended December 31, 2023 versus the three and six months ended December 31, 2022
The following table sets forth the Company’s operating results for the three and six months ended December 31, 2023 as compared to the three and six months ended December 31, 2022:
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change
Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Circulation and subscription$1,119 $1,085 $34 %$2,248 $2,196 $52 %
Advertising438 464 (26)(6)%829 870 (41)(5)%
Consumer527 512 15 %1,029 979 50 %
Real estate327 301 26 %638 624 14 %
Other175 159 16 10 %341 330 11 %
Total Revenues2,586 2,521 65 %5,085 4,999 86 %
Operating expenses(1,281)(1,294)13 %(2,554)(2,567)13 %
Selling, general and administrative(832)(818)(14)(2)%(1,694)(1,673)(21)(1)%
Depreciation and amortization(179)(174)(5)(3)%(350)(353)%
Impairment and restructuring charges(13)(19)32 %(51)(40)(11)(28)%
Equity losses of affiliates(1)(29)28 97 %(3)(33)30 91 %
Interest expense, net(25)(26)%(48)(53)%
Other, net22 (6)28 **(13)(24)11 46 %
Income before income tax expense277 155 122 79 %372 256 116 45 %
Income tax expense(94)(61)(33)(54)%(131)(96)(35)(36)%
Net income183 94 89 95 %241 160 81 51 %
Net income attributable to noncontrolling interests(27)(27)— — %(55)(53)(2)(4)%
Net income attributable to News Corporation stockholders$156 $67 $89 **$186 $107 $79 74 %
** not meaningful
Revenues— Revenues increased $65 million, or 3%, and $86 million, or 2%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.
The revenue increase for the three months ended December 31, 2023 was primarily driven by increases at the Digital Real Estate Services segment due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move primarily due to the continued impact of the macroeconomic environment on the U.S. housing market, at the Dow Jones segment primarily due to higher professional information business revenues and at the Book Publishing segment due to higher digital sales and improved returns in the U.S. primarily driven by recovering consumer demand industry-wide and the absence of some logistical constraints at Amazon. The increases were partially offset by lower revenues at the News Media segment primarily due to lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
31

The revenue increase for the six months ended December 31, 2023 was primarily driven by the increase at the Book Publishing segment due to higher digital and physical book sales and improved returns in the U.S. primarily driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year, at the Dow Jones segment due to higher professional information business revenues and at the Digital Real Estate Services segment due to higher Australian residential revenues at REA Group, partially offset by lower revenues at Move primarily due to the continued impact of the macroeconomic environment on the U.S. housing market. These increases were partially offset by lower advertising revenues at the News Media segment. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $1 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
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 $13 million, or 1%, for both the three and six months ended December 31, 2023 as compared to the corresponding periods of fiscal 2023.
The decrease in operating expenses for the three months ended December 31, 2023 was primarily driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures and at the News Media segment primarily due to lower production costs at News UK driven by lower print volume and newsprint prices. These decreases were partially offset by higher expenses at the Subscription Video Services segment primarily due to higher sports programming rights costs due to contractual increases. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $8 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
The decrease in operating expenses for the six months ended December 31, 2023 was primarily driven by lower expenses at the Book Publishing segment primarily due to lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures and at the News Media segment primarily due to lower production at News UK driven by lower print volume and newsprint prices. These decreases were partially offset by higher expenses at the Subscription Video Services segment primarily driven by higher sports programming rights costs due to contractual increases. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $5 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Selling, general and administrative— Selling, general and administrative increased $14 million, or 2%, and $21 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.
The increase in Selling, general and administrative for the three months ended December 31, 2023 was primarily driven by higher expenses at the Digital Real Estate Services segment primarily due to higher employee costs and broker commissions at REA Group and at the Book Publishing segment primarily due to higher employee costs. These increases were partially offset by the decrease at the Subscription Video Services segment due to lower technology and marketing costs and the absence of $6 million of one-time costs related to the professional fees incurred by the Special Committee and the Company in connection with evaluating the proposal from the Murdoch Family Trust in the prior year. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $5 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
32

The increase in Selling, general and administrative for the six months ended December 31, 2023 was primarily driven by higher expenses at the Book Publishing segment primarily due to higher employee costs and at the Digital Real Estate Services segment primarily due to higher employee costs and broker commissions at REA Group, partially offset by lower expenses at the Subscription Video Services segment primarily driven by lower marketing and technology costs and the absence of $6 million of one-time costs related to the professional fees incurred by the Special Committee and the Company in connection with evaluating the proposal from the Murdoch Family Trust in the prior year. The Company also benefited from gross cost savings related to the announced 5% headcount reduction initiative. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $2 million for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Depreciation and amortization— Depreciation and amortization expense increased $5 million, or 3%, and decreased $3 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a depreciation and amortization expense decrease of $1 million and $4 million, or 1%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.
Impairment and restructuring 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 proposed combination of certain U.K. printing operations with those of a third party.
During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $10 million and $27 million, respectively. During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively.
See Note 3—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.
Equity losses of affiliates— Equity losses of affiliates decreased by $28 million and $30 million for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023, primarily due to the absence of losses from an investment in an Australian sports wagering venture recognized during the three and six months ended December 31, 2022. See Note 4—Investments in the accompanying Consolidated Financial Statements.
Interest expense, net— Interest expense, net decreased by $1 million, or 4%, and $5 million, or 9%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023, primarily driven by higher interest income as a result of higher interest rates on cash balances. See Note 5—Borrowings and Note 7—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.
Other, net— Other, net increased by $28 million and $11 million for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023. See Note 12—Additional Financial Information in the accompanying Consolidated Financial Statements.
Income tax expense— For the three months ended December 31, 2023, the Company recorded income tax expense of $94 million on pre-tax income of $277 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 six months ended December 31, 2023, the Company recorded income tax expense of $131 million on pre-tax income of $372 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 December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 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.
33

For the six months ended December 31, 2022, the Company recorded income tax expense of $96 million on pre-tax income of $256 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 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, these liabilities may need to be adjusted as new information becomes known and as tax examinations continue to progress, or as settlements or litigations occur. See Note 10—Income Taxes in the accompanying Consolidated Financial Statements.
Net income— Net income for the three and six months ended December 31, 2023 was $183 million and $241 million, respectively, compared to net income of $94 million and $160 million for the corresponding periods of fiscal 2023.
Net income for the three months ended December 31, 2023 increased by $89 million, or 95%, as compared to the corresponding period of fiscal 2023, primarily driven by higher Total Segment EBITDA, higher Other, net and lower losses from equity affiliates, partially offset by higher income tax expense.
Net income for the six months ended December 31, 2023 increased by $81 million, or 51%, as compared to the corresponding period of fiscal 2023, primarily driven by higher Total Segment EBITDA, lower losses from equity affiliates and higher Other, net, partially offset by higher income tax expense and impairment and restructuring charges.
Net income attributable to noncontrolling interests— Net income attributable to noncontrolling interests was flat and increased by $2 million, or 4%, for the three and six months ended December 31, 2023, respectively, as compared to the corresponding periods of fiscal 2023.
Segment Analysis
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).
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. 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. The Company believes that the presentation of Total Segment EBITDA provides useful information regarding the Company’s operations and other factors that affect the Company’s reported results. Specifically, the Company believes that by excluding certain one-time or non-cash items such as impairment and restructuring charges and depreciation and amortization, as well as potential distortions between periods caused by factors such as financing and capital structures and changes in tax positions or regimes, the Company provides users of its consolidated financial statements with insight into both its core operations as well as the factors that affect reported results between periods but which the Company believes are not representative of its core business. 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.
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The following table reconciles Net income to Total Segment EBITDA for the three and six months ended December 31, 2023 and 2022:
For the three months ended December 31,For the six months ended December 31,
2023202220232022
(in millions)
Net income$183 $94 $241 $160 
Add:
Income tax expense94 61 131 96 
Other, net(22)13 24 
Interest expense, net25 26 48 53 
Equity losses of affiliates29 33 
Impairment and restructuring charges13 19 51 40 
Depreciation and amortization179 174 350 353 
Total Segment EBITDA$473 $409 $837 $759 
The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and six months ended December 31, 2023 and 2022:
For the three months ended December 31,
20232022
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$419 $147 $386 $128 
Subscription Video Services470 77 462 90 
Dow Jones584 163 563 139 
Book Publishing550 85 531 51 
News Media563 52 579 59 
Other— (51)— (58)
Total$2,586 $473 $2,521 $409 
For the six months ended December 31,
20232022
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$822 $269 $807 $247 
Subscription Video Services956 170 964 201 
Dow Jones1,121 287 1,078 252 
Book Publishing1,075 150 1,018 90 
News Media1,111 66 1,132 77 
Other— (105)— (108)
Total$5,085 $837 $4,999 $759 
35

Digital Real Estate Services (16% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Circulation and subscription$$$(1)(33)%$$$(1)(17)%
Advertising32 33 (1)(3)%67 68 (1)(1)%
Real estate327 301 26 %638 624 14 %
Other58 49 18 %112 109 %
Total Revenues419 386 33 9 %822 807 15 2 %
Operating expenses(47)(51)%(96)(108)12 11 %
Selling, general and administrative(225)(207)(18)(9)%(457)(452)(5)(1)%
Segment EBITDA$147 $128 $19 15 %$269 $247 $22 9 %
For the three months ended December 31, 2023, revenues at the Digital Real Estate Services segment increased $33 million, or 9%, as compared to the corresponding period of fiscal 2023. Revenues at REA Group increased $52 million, or 22%, to $292 million for the three months ended December 31, 2023 from $240 million in the corresponding period of fiscal 2023, primarily driven by higher Australian residential revenues due to price increases, increased depth penetration, favorable geographic mix and growth in national listings and higher financial services revenue, partially offset by the $3 million, or 1%, negative impact of foreign currency fluctuations. Revenues at Move decreased $19 million, or 13%, to $127 million for the three months ended December 31, 2023 from $146 million in the corresponding period of fiscal 2023, primarily driven by the continued impact of the macroeconomic environment on the housing market, including higher interest rates. The market downturn resulted in lower lead volumes, which decreased 7%, and lower transaction volumes. These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.
For the three months ended December 31, 2023, Segment EBITDA at the Digital Real Estate Services segment increased $19 million, or 15%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, which was partially offset by the adverse impact from Move. The contribution from REA Group increased due to the higher revenues discussed above, partially offset by higher employee costs and broker commissions and the $2 million, or 1%, negative impact of foreign currency fluctuations. The adverse impact from Move was due to the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.
For the six months ended December 31, 2023, revenues at the Digital Real Estate Services segment increased $15 million, or 2%, as compared to the corresponding period of fiscal 2023. Revenues at REA Group increased $61 million, or 12%, to $553 million for the six months ended December 31, 2023 from $492 million in the corresponding period of fiscal 2023, primarily driven by higher Australian residential revenues due to price increases, increased depth penetration and growth in national listings and higher financial services revenue, partially offset by the $14 million, or 3%, negative impact of foreign currency fluctuations. Revenues at Move decreased $46 million, or 15%, to $269 million for the six months ended December 31, 2023 from $315 million in the corresponding period of fiscal 2023, primarily driven by the continued impact of the macroeconomic environment on the housing market, including higher interest rates. The market downturn resulted in lower lead volumes, which decreased 9%, and lower transaction volumes. These factors adversely impacted revenues from both the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product.
For the six months ended December 31, 2023, Segment EBITDA at the Digital Real Estate Services segment increased $22 million, or 9%, as compared to the corresponding period of fiscal 2023 due to an increased contribution from REA Group, which was partially offset by the adverse impact from Move. The contribution from REA Group increased due to the higher revenues discussed above, partially offset by higher employee costs and broker commissions and the $7 million, or 3%, negative impact of foreign currency fluctuations. The adverse impact from Move was due to the lower revenues discussed above, partially offset by gross cost savings related to the announced 5% headcount reduction initiative.
36

Subscription Video Services (19% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Circulation and subscription$404 $405 $(1)— %$819 $830 $(11)(1)%
Advertising51 47 %113 111 %
Other15 10 50 %24 23 %
Total Revenues470 462 8 2 %956 964 (8)(1)%
Operating expenses(323)(292)(31)(11)%(632)(598)(34)(6)%
Selling, general and administrative(70)(80)10 13 %(154)(165)11 %
Segment EBITDA$77 $90 $(13)(14)%$170 $201 $(31)(15)%
For the three months ended December 31, 2023, revenues at the Subscription Video Services segment increased $8 million, or 2%, as compared to the corresponding period of fiscal 2023. Streaming revenues increased $13 million, primarily due to increased volume and pricing at Kayo and BINGE, despite a more difficult Summer sports season and inflationary pressures. The increase in streaming revenues more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers and the negative impact of foreign currency fluctuations. Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the three months ended December 31, 2023 as compared to 26% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $6 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
For the three months ended December 31, 2023, Segment EBITDA decreased $13 million, or 14%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $10 million of costs related to the upcoming launch of Hubbl and the $1 million, or 1%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above, lower technology and marketing costs and gross cost savings related to the announced 5% headcount reduction initiative.
For the six months ended December 31, 2023, revenues at the Subscription Video Services segment decreased $8 million, or 1%, as compared to the corresponding period of fiscal 2023 primarily due to the negative impact of foreign currency fluctuations. Streaming revenues increased $35 million, primarily due to increased volume and pricing at Kayo and BINGE, despite a more difficult Summer sports season and inflationary pressures. The increase in streaming revenues more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers. Foxtel Group streaming subscription revenues represented approximately 29% of total circulation and subscription revenues for the six months ended December 31, 2023 as compared to 26% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $27 million, or 3%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
For the six months ended December 31, 2023, Segment EBITDA decreased $31 million, or 15%, as compared to the corresponding period of fiscal 2023, driven by higher sports programming rights costs due to contractual increases, $10 million of costs related to the upcoming launch of Hubbl and the $5 million, or 2%, negative impact of foreign currency fluctuations, partially offset by the revenue drivers discussed above, lower marketing and technology costs and gross cost savings related to the announced 5% headcount reduction initiative.
37

The following tables provide information regarding certain key performance indicators for the Foxtel Group, the primary reporting unit within the Subscription Video Services segment, as of and for the three and six months ended December 31, 2023 and 2022 (see the Company’s 2023 Form 10-K for further detail regarding these performance indicators):
As of December 31,
20232022
(in 000's)
Broadcast Subscribers
Residential(a)
1,273 1,401 
Commercial(b)
232 230 
Streaming Subscribers (Total (Paid))(c)
Kayo1,183 (1,173 paid)1,136 (1,126 paid)
BINGE1,503 (1,471 paid)1,439 (1,375 paid)
Foxtel Now
155 (150 paid)183 (177 paid)
Total Subscribers (Total (Paid))(d)
4,365 (4,317 paid)4,414 (4,329 paid)
For the three months ended December 31,For the six months ended December 31,
2023202220232022
Broadcast ARPU(e)
A$86 (US$56)A$83 (US$55)A$85 (US$56)A$83 (US$56)
Broadcast Subscriber Churn(f)
12.9%12.9%12.2%13.6%
(a)    Subscribing households throughout Australia as of December 31, 2023 and 2022.
(b)    Commercial subscribers throughout Australia as of December 31, 2023 and 2022. 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.
(c)    Total and Paid subscribers for the applicable streaming service as of December 31, 2023 and 2022. Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.
(d)    Total subscribers consists of Foxtel Group’s broadcast and streaming services listed above and its news aggregation streaming service.
(e)    Average monthly broadcast residential subscription revenue per user (“Broadcast ARPU”) for the three and six months ended December 31, 2023 and 2022.
(f)    Broadcast residential subscriber churn rate (“Broadcast Subscriber Churn”) for the three and six months ended December 31, 2023 and 2022. 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.
38

Dow Jones (22% of the Company’s consolidated revenues in both the six months ended December 31, 2023 and 2022)
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Circulation and subscription$441 $417 $24 %$877 $831 $46 %
Advertising126 131 (5)(4)%217 225 (8)(4)%
Other17 15 13 %27 22 23 %
Total Revenues584 563 21 4 %1,121 1,078 43 4 %
Operating expenses(234)(240)%(469)(470)— %
Selling, general and administrative(187)(184)(3)(2)%(365)(356)(9)(3)%
Segment EBITDA$163 $139 $24 17 %$287 $252 $35 14 %
For the three months ended December 31, 2023, revenues at the Dow Jones segment increased $21 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher professional information business revenues. Digital revenues at the Dow Jones segment represented 78% of total revenues for the three months ended December 31, 2023, as compared to 76% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $3 million, or 1%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
For the six months ended December 31, 2023, revenues at the Dow Jones segment increased $43 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher professional information business revenues. Digital revenues at the Dow Jones segment represented 79% of total revenues for the six months ended December 31, 2023, as compared to 77% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $7 million, or 1%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Circulation and subscription revenues
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Circulation and subscription revenues:
Circulation and other$231 $231 $— — %$463 $466 $(3)(1)%
Risk and Compliance
72 62 10 16 %142 119 23 19 %
Dow Jones Energy
62 54 15 %123 105 18 17 %
Other information services
76 70 %149 141 %
Professional information business
210 186 24 13 %414 365 49 13 %
Total circulation and subscription revenues$441 $417 $24 6 %$877 $831 $46 6 %
Circulation and subscription revenues increased $24 million, or 6%, during the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Professional information business revenues increased $24 million, or 13%, primarily driven by the $10 million increase in Risk & Compliance revenues due to growth from both corporate and financial customers, the $8 million increase in Dow Jones Energy revenues resulting from price increases and new products and customers and the $6 million increase in Other information services revenues due to higher revenues at Factiva. Circulation and other revenues were flat, as the growth in digital-only subscriptions, primarily at The Wall Street Journal, was offset by print circulation declines. Digital revenues represented 70% of circulation revenue for the three months ended December 31, 2023, as compared to 69% in the corresponding period of fiscal 2023.
39

Circulation and subscription revenues increased $46 million, or 6%, during the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Professional information business revenues increased $49 million, or 13%, primarily driven by the $23 million increase in Risk & Compliance revenues due to growth from both financial and corporate customers, the $18 million increase in Dow Jones Energy revenues resulting from price increases, new products and customers and a modest benefit from new events and one-time items and the $8 million increase in Other information services revenues due to higher revenues at Factiva. Circulation and other revenues decreased $3 million, or 1%, driven by print circulation declines and lower content licensing revenues, partially offset by growth in digital-only subscriptions, primarily at The Wall Street Journal. Digital revenues represented 70% of circulation revenue for the six months ended December 31, 2023, as compared to 68% in the corresponding period of fiscal 2023.
The following table summarizes average daily consumer subscriptions during the three months ended December 31, 2023 and 2022 for select publications and for all consumer subscription products:(a)
For the three months ended December 31(b),
20232022Change% Change
(in thousands, except %)Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)
3,528 3,167 361 11 %
Total subscriptions4,052 3,780 272 %
Barron’s Group(d)
Digital-only subscriptions(c)
1,104 894 210 23 %
Total subscriptions1,242 1,062 180 17 %
Total Consumer(e)
Digital-only subscriptions(c)
4,746 4,139 607 15 %
Total subscriptions5,427 4,943 484 10 %
(a)Based on internal data for the periods from October 2, 2023 through December 31, 2023 and October 3, 2022 through January 1, 2023, respectively, with independent verification procedures performed by PricewaterhouseCoopers LLP UK.
(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. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.
(c)For some publications, including The Wall Street Journal and Barron’s, Dow Jones sells bundled print and digital products. For bundles that provide access to both print and digital products every day of the week, only one unit is reported each day and is designated as a print subscription. For bundled products that provide access to the print product only on specified days and full digital access, one print subscription is reported for each day that a print copy is served and one digital subscription is reported for each remaining day of the week.
(d)Barron’s Group consists of Barron’s, MarketWatch, Financial News and Private Equity News.
(e)Total Consumer consists of The Wall Street Journal, Barron’s Group and Investor’s Business Daily.
Advertising revenues
Advertising revenues decreased $5 million, or 4%, during the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, driven by the $6 million decrease in print advertising revenues primarily due to lower advertising spend within the financial services sector. Digital advertising represented 62% of advertising revenue for the three months ended December 31, 2023, as compared to 59% in the corresponding period of fiscal 2023.
Advertising revenues decreased $8 million, or 4%, during the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, driven by the $8 million decrease in print advertising revenues primarily due to lower advertising spend within the technology and financial services sectors. Digital advertising represented 64% of advertising revenue for the six months ended December 31, 2023, as compared to 61% in the corresponding period of fiscal 2023.
Segment EBITDA
For the three months ended December 31, 2023, Segment EBITDA at the Dow Jones segment increased $24 million, or 17%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative.
40

For the six months ended December 31, 2023, Segment EBITDA at the Dow Jones segment increased $35 million, or 14%, as compared to the corresponding period of fiscal 2023, primarily due to the increase in revenues discussed above and gross cost savings related to the announced 5% headcount reduction initiative.
Book Publishing (21% and 20% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Consumer$527 $512 $15 %$1,029 $979 $50 %
Other23 19 21 %46 39 18 %
Total Revenues550 531 19 4 %1,075 1,018 57 6 %
Operating expenses(370)(392)22 %(736)(758)22 %
Selling, general and administrative(95)(88)(7)(8)%(189)(170)(19)(11)%
Segment EBITDA$85 $51 $34 67 %$150 $90 $60 67 %
For the three months ended December 31, 2023, revenues at the Book Publishing segment increased $19 million, or 4%, as compared to the corresponding period of fiscal 2023, primarily driven by higher digital book sales, including Tom Lake by Ann Patchett and Demon Copperhead by Barbara Kingsolver, and improved returns in the U.S., primarily driven by recovering consumer demand industry-wide and the absence of some logistical constraints at Amazon. Digital sales increased by 15% as compared to the corresponding period of fiscal 2023 driven by strong market growth for downloadable audiobook sales as well as the contribution from a new Spotify partnership. Digital sales represented approximately 21% of consumer revenues, as compared to 19% in the corresponding period of fiscal 2023, and backlist sales represented approximately 60% of consumer revenues during the three months ended December 31, 2023, as compared to 57% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $6 million, or 2%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
For the three months ended December 31, 2023, Segment EBITDA at the Book Publishing segment increased $34 million, or 67%, as compared to the corresponding period of fiscal 2023, primarily due to the higher revenues discussed above and lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, partially offset by higher employee costs.
For the six months ended December 31, 2023, revenues at the Book Publishing segment increased $57 million, or 6%, as compared to the corresponding period of fiscal 2023, primarily driven by higher digital and physical book sales, improved returns in the U.S., primarily driven by recovering consumer demand industry-wide and the absence of the impact of Amazon’s reset of its inventory levels and rightsizing of its warehouse footprint in the prior year. Digital sales increased by 9% as compared to the corresponding period of fiscal 2023 driven by strong market growth for downloadable audiobook sales as well as the contribution from a new Spotify partnership. Digital sales represented approximately 22% of consumer revenues, as compared to 21% in the corresponding period of fiscal 2023. Backlist sales represented approximately 60% of consumer revenues during the six months ended December 31, 2023, as compared to 61% in the corresponding period of fiscal 2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
For the six months ended December 31, 2023, Segment EBITDA at the Book Publishing segment increased $60 million, or 67%, as compared to the corresponding period of fiscal 2023, primarily due to the higher revenues discussed above and lower manufacturing, freight and distribution costs driven by product mix and the absence of prior year supply chain challenges and inventory and inflationary pressures, partially offset by higher employee costs.
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News Media (22% and 23% of the Company’s consolidated revenues in the six months ended December 31, 2023 and 2022, respectively)
For the three months ended December 31,For the six months ended December 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Circulation and subscription$272 $260 $12 %$547 $529 $18 %
Advertising229 253 (24)(9)%432 466 (34)(7)%
Other62 66 (4)(6)%132 137 (5)(4)%
Total Revenues563 579 (16)(3)%1,111 1,132 (21)(2)%
Operating expenses(307)(319)12 %(621)(633)12 %
Selling, general and administrative(204)(201)(3)(1)%(424)(422)(2)— %
Segment EBITDA$52 $59 $(7)(12)%$66 $77 $(11)(14)%
Revenues at the News Media segment decreased $16 million, or 3%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Advertising revenues decreased $24 million, or 9%, as compared to the corresponding period of fiscal 2023, primarily driven by lower digital advertising, mainly due to a decline in traffic at some mastheads due to platform related changes, and lower print advertising primarily at News Corp Australia, partially offset by the $5 million, or 2%, positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $12 million, or 5%, as compared to the corresponding period of fiscal 2023, primarily driven by the $7 million, or 3%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth across key mastheads, partially 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 $13 million, or 2%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Segment EBITDA at the News Media segment decreased by $7 million, or 12%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.
Revenues at the News Media segment decreased $21 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023. Advertising revenues decreased $34 million, or 7%, as compared to the corresponding period of fiscal 2023, primarily driven by lower print advertising at News Corp Australia and News UK and lower digital advertising, mainly due to a decline in traffic at some mastheads due to platform related changes, partially offset by the $7 million, or 2%, positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $18 million, or 3%, as compared to the corresponding period of fiscal 2023, driven by the $12 million, or 2%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth across key mastheads, partially offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $20 million, or 2%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Segment EBITDA at the News Media segment decreased by $11 million, or 14%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023, which includes $4 million of one-time costs at News UK pertaining to the proposed combination of printing operations with DMG Media. The decrease is primarily due to the lower revenues discussed above, partially offset by lower production costs at News UK driven by lower print volume and newsprint prices and gross cost savings related to the announced 5% headcount reduction initiative.
News Corp Australia
Revenues were $236 million for the three months ended December 31, 2023, a decrease of $16 million, or 6%, compared to revenues of $252 million in the corresponding period of fiscal 2023. Advertising revenues decreased $17 million, or 15%, due to lower print and digital advertising revenues. Circulation and subscription revenues decreased $1 million due to the $1 million negative impact of foreign currency fluctuations, as print volume declines were offset by cover price increases and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $2 million for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
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Revenues were $474 million for the six months ended December 31, 2023, a decrease of $33 million, or 7%, compared to revenues of $507 million in the corresponding period of fiscal 2023. Advertising revenues decreased $28 million, or 13%, due to lower print and digital advertising revenues and the $5 million, or 2%, negative impact of foreign currency fluctuations. Circulation and subscription revenues decreased $6 million, or 3%, due to the $6 million, or 3%, negative impact of foreign currency fluctuations, as print volume declines were offset by cover price increases and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $13 million, or 3%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
News UK
Revenues were $239 million for the three months ended December 31, 2023, an increase of $1 million as compared to revenues of $238 million in the corresponding period of fiscal 2023. Circulation and subscription revenues increased $12 million, or 9%, due to the $8 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreased $7 million, or 8%, due to lower digital and print advertising revenues, partially offset by the $4 million, or 5%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13 million, or 5%, for the three months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
Revenues were $467 million for the six months ended December 31, 2023, an increase of $8 million, or 2%, as compared to revenues of $459 million in the corresponding period of fiscal 2023. Circulation and subscription revenues increased $22 million, or 8%, due to the $18 million, or 6%, positive impact of foreign currency fluctuations, cover price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreased $9 million, or 6%, primarily driven by lower digital and print advertising revenues, partially offset by the $7 million, or 5%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $28 million, or 6%, for the six months ended December 31, 2023 as compared to the corresponding period of fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand. As of December 31, 2023, the Company’s cash and cash equivalents were $1.7 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. The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next 12 months, including repayment of indebtedness. Although the Company believes that its cash on hand and future cash from operations, together with its access to the credit and capital markets, will provide adequate resources to fund its operating and financing needs for at least the next 12 months, its access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the financial and operational performance of the Company and/or its operating subsidiaries, as applicable, (ii) the Company’s credit ratings and/or the credit rating of its operating subsidiaries, as applicable, (iii) the provisions of any relevant debt instruments, credit agreements, indentures and similar or associated documents, (iv) the liquidity of the overall credit and capital markets and (v) the state of the economy. There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms.
As of December 31, 2023, the Company’s consolidated assets included $838 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, $214 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.
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; capital expenditures; income tax payments; investments in associated entities; acquisitions; the repurchase of shares; dividends; and the repayment of debt and related interest. In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.
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Issuer Purchases of Equity Securities
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 December 31, 2023, the remaining authorized amount under the Repurchase Program was approximately $522 million.
During the three and six months ended December 31, 2023, the Company repurchased and subsequently retired 0.8 million and 1.8 million shares, respectively, of Class A Common Stock for approximately $18 million and $38 million, respectively, and 0.4 million and 0.8 million shares, respectively, of Class B Common Stock for approximately $8 million and $17 million, respectively. During the three and six months ended December 31, 2022, the Company repurchased and subsequently retired 1.9 million and 6.9 million shares, respectively, of Class A Common Stock for approximately $31 million and $115 million, respectively, and 1.0 million and 3.5 million shares, respectively, of Class B Common Stock for approximately $16 million and $59 million, respectively.
Dividends
In August 2023, 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 11, 2023 to stockholders of record as of September 13, 2023. The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.
Sources and Uses of Cash—For the six months ended December 31, 2023 versus the six months ended December 31, 2022
Net cash provided by operating activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
For the six months ended
December 31,
20232022
Net cash provided by operating activities$305 $161 
Net cash provided by operating activities increased by $144 million for the six months ended December 31, 2023 as compared to the six months ended December 31, 2022. The increase was primarily due to higher Total Segment EBITDA, lower working capital and lower tax payments, partially offset by higher restructuring payments.
Net cash used in investing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
For the six months ended
December 31,
20232022
Net cash used in investing activities$(278)$(337)
Net cash used in investing activities decreased by $59 million for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022. During the six months ended December 31, 2023, the Company used $236 million of cash for capital expenditures, of which $82 million related to Foxtel, and $42 million for acquisitions and investments. During the six months ended December 31, 2022, the Company used $217 million of cash for capital expenditures, of which $84 million related to Foxtel, and $107 million for investments and acquisitions.
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Net cash used in financing activities for the six months ended December 31, 2023 and 2022 was as follows (in millions):
For the six months ended
December 31,
20232022
Net cash used in financing activities$(144)$(312)
Net cash used in financing activities was $144 million for the six months ended December 31, 2023, as compared to $312 million for the six months ended December 31, 2022.
During the six months ended December 31, 2023, the Company had $1,044 million of borrowing repayments, primarily related to the refinancing of Foxtel and REA Groups’ debt portfolios, 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 was partially offset by new borrowings of $1,049 million primarily related to the refinancings at Foxtel and REA Group and $53 million related to the net settlement of certain hedges which were terminated in connection with the refinancing at Foxtel.
During the six months ended December 31, 2022, the Company had $462 million of borrowing repayments, primarily related to Foxtel’s U.S. private placement senior unsecured notes that matured in July 2022, $178 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $89 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities was partially offset by new borrowings of $407 million related to Foxtel.
Reconciliation of Free Cash Flow and Free Cash Flow Available to News Corporation
Free cash flow and free cash flow available to News Corporation are non-GAAP financial measures. Free cash flow is defined as net cash provided by (used in) operating activities, less capital expenditures, and free cash flow available to News Corporation is defined as free cash flow, less REA Group free cash flow, plus cash dividends received from REA Group. Free cash flow and free cash flow available to News Corporation may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.
Neither free cash flow nor free cash flow available to News Corporation represents the total increase or decrease in the cash balance for the period and should be considered in addition to, not as a substitute for, the net change in cash and cash equivalents as presented in the Company’s consolidated statements of cash flows prepared in accordance with GAAP, which incorporates all cash movements during the period.
The Company believes free cash flow provides useful information to management and investors about the Company’s liquidity and cash flow trends. The Company believes free cash flow available to News Corporation, which adjusts free cash flow to exclude REA Group’s free cash flow and include dividends received from REA Group, provides management and investors with a measure of the amount of cash flow that is readily available to the Company, as REA Group is a separately listed public company in Australia and must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company believes free cash flow available to News Corporation provides a more conservative view of the Company’s free cash flow because this presentation includes only that amount of cash the Company actually receives from REA Group, which has generally been lower than the Company’s unadjusted free cash flow.
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The following table presents a reconciliation of net cash provided by operating activities to free cash flow and free cash flow available to News Corporation:
For the six months ended
December 31,
20232022
(in millions)
Net cash provided by operating activities$305 $161 
Less: Capital expenditures(236)(217)
Free cash flow69 (56)
Less: REA Group free cash flow(134)(96)
Plus: Cash dividends received from REA Group44 50 
Free cash flow available to News Corporation$(21)$(102)
Free cash flow in the six months ended December 31, 2023 was $69 million compared to $(56) million in the prior year. Free cash flow available to News Corporation in the six months ended December 31, 2023 was $(21) million compared to $(102) million in the prior year. Free cash flow and Free cash flow available to News Corporation improved primarily due to higher cash provided by operating activities, partially offset by higher capital expenditures, as discussed above.
Borrowings
As of December 31, 2023, 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 $3.0 billion, including the current portion. Both the Foxtel Group and REA Group are consolidated but non wholly-owned subsidiaries of News Corp, and their indebtedness is only guaranteed by members of the Foxtel Debt Group and REA Debt Group, respectively, and is non-recourse to News Corp.
News Corp Borrowings
As of December 31, 2023, the Company had (i) borrowings of $1,974 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 December 31, 2023, the Foxtel Debt Group had (i) borrowings of approximately $767 million, including the amounts outstanding under the 2024 Foxtel Credit Facility (described below), the 2017 Working Capital Facility and the Telstra Facility (described below) and (ii) total undrawn commitments of A$255 million available under the 2024 Foxtel Credit Facility and 2017 Working Capital Facility.
During the six months ended December 31, 2023, the Foxtel Group refinanced its A$610 million 2019 revolving credit facility, A$250 million term loan facility and tranche 3 of its 2012 U.S. private placement senior unsecured notes with the proceeds of a new A$1.2 billion syndicated credit facility (the “2024 Foxtel Credit Facility”). The 2024 Foxtel Credit Facility consists of three sub-facilities: (i) an A$817.5 million three year revolving credit facility (the “2024 Foxtel Credit Facility — tranche 1”), (ii) a US$48.7 million four year term loan facility (the “ 2024 Foxtel Credit Facility — tranche 2”) and (iii) an A$311.0 million four year term loan facility (the “2024 Foxtel Credit Facility — tranche 3”). In addition, the Foxtel Group amended its 2017 Working Capital Facility to extend the maturity to August 2026 and modify the pricing.
Depending on the Foxtel Group’s net leverage ratio, (i) borrowings under the 2024 Foxtel Credit Facility — tranche 1 and 2017 Working Capital Facility bear interest at a rate of the Australian BBSY plus a margin of between 2.35% and 3.60%; (ii) borrowings under the 2024 Foxtel Credit Facility — tranche 2 bear interest at a rate based on a Term SOFR formula, as set forth in the 2024 Foxtel Credit Agreement, plus a margin of between 2.50% and 3.75%; and (iii) borrowings under the 2024 Foxtel Credit Facility — tranche 3 bear interest at a rate of the Australian BBSY plus a margin of between 2.50% and 3.75%. All tranches carry a commitment fee of 45% of the applicable margin on any undrawn balance during the relevant availability period. Tranches 2 and 3 of the 2024 Foxtel Credit Facility amortize on a proportionate basis in an aggregate annual amount equal to A$35 million in each of the first two years following closing and A$40 million in each of the two years thereafter.
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The agreements governing the Foxtel Debt Group’s external borrowings contain customary affirmative and negative covenants and events of default, with customary exceptions, including specified financial and non-financial covenants calculated in accordance with Australian International Financial Reporting Standards. Subject to certain exceptions, these covenants restrict or prohibit members of the Foxtel Debt Group from, among other things, undertaking certain transactions, disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, giving guarantees, entering into certain other financing arrangements, creating or permitting certain liens, engaging in transactions with affiliates, making repayments of certain other loans and undergoing fundamental business changes. In addition, the agreements require the Foxtel Debt Group to maintain a ratio of net debt to Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”), as adjusted under the applicable agreements, of not more than 3.25 to 1.0. The agreements also require the Foxtel Debt Group to maintain a net interest coverage ratio of not less than 3.5 to 1.0. There are no assets pledged as collateral for any of the borrowings.
In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness consisting of A$639 million of outstanding principal (excluding capitalized interest) of subordinated shareholder loans as of December 31, 2023. 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 December 31, 2023, the Foxtel Debt Group repaid A$61 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.
REA Group Borrowings
As of December 31, 2023, REA Group had (i) borrowings of approximately $271 million, consisting of amounts outstanding under the 2024 REA Credit Facility (described below) and 2024 Subsidiary Facility (described below) and (ii) A$285 million of undrawn commitments available under the 2024 REA Credit Facility and the 2024 Subsidiary Facility.
During the six months ended December 31, 2023, REA Group entered into a new unsecured syndicated credit facility (the “2024 REA Credit Facility”) which replaces the 2022 Credit Facility and consists of two sub-facilities: (i) a five-year A$400 million revolving loan facility (the “2024 REA Credit Facility—tranche 1”) which was used to refinance tranche 1 of the 2022 Credit Facility and (ii) an A$200 million revolving loan facility representing the continuation of tranche 2 of the 2022 Credit Facility (the “2024 REA Credit Facility—tranche 2”). REA Group may request increases in the amount of the 2024 REA Credit Facility up to a maximum amount of A$500 million, subject to the terms and limitations set forth in the syndicated facility agreement.
Borrowings under the 2024 REA Credit Facility — tranche 1 accrue interest at a rate of the Australian BBSY plus a margin of between 1.45% and 2.35%, depending on REA Group’s net leverage ratio. Borrowings under the 2024 REA Credit Facility — tranche 2 continue to accrue interest at a rate of the Australian BBSY plus a margin of between 1.15% and 2.25%, depending on REA Group’s net leverage ratio. Both tranches carry a commitment fee of 40% of the applicable margin on any undrawn balance.
The syndicated facility agreement governing the 2024 REA Credit Facility requires REA Group to maintain (i) a net leverage ratio of not more than 3.5 to 1.0 and (ii) an interest coverage ratio of not less than 3.0 to 1.0. The agreement also contains certain other customary affirmative and negative covenants and events of default. Subject to certain exceptions, these covenants restrict or prohibit REA Group and its subsidiaries from, among other things, incurring or guaranteeing debt, disposing of certain properties or assets, merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in non arms’ length transactions with affiliates, undergoing fundamental business changes and making restricted payments.
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During the six months ended December 31, 2023, REA Group also entered into an A$83 million unsecured bilateral revolving credit facility (the “2024 Subsidiary Facility”). Proceeds of the 2024 Subsidiary Facility will be used to refinance an existing facility at one of its subsidiaries and to fund its business of providing short-term financing to real estate agents and vendors. Borrowings under the 2024 Subsidiary Facility accrue interest at a rate of the Australian BBSY plus a margin of 1.40% and undrawn balances carry a commitment fee of 40% of the applicable margin. The facility agreement governing the 2024 Subsidiary Facility permits the lender to cancel its commitment and declare all outstanding amounts immediately due and payable after a consultation period in specified circumstances, including if certain key operating measures of its subsidiary fall below the budgeted amount for two consecutive quarters. The agreement also contains certain other customary affirmative and negative covenants and events of default that are similar to those governing the 2024 REA Credit Facility.
All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at December 31, 2023.
See Note 5—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.
Commitments
The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. As a result of entering into the 2024 Foxtel Credit Facility, the 2024 REA Credit Facility and the 2024 Subsidiary Facility during the six months ended December 31, 2023, the Company has presented its commitments associated with its borrowings and the related interest payments in the table below.
As of December 31, 2023
Payments Due by Period
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
(in millions)
Borrowings(a)
$3,029 $36 $694 $799 $1,500 
Interest payments on borrowings(b)
686 155 269 153 109 
(a)See Note 5—Borrowings.
(b)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at December 31, 2023. Such rates are subject to change in future periods.
The Company’s other commitments as of December 31, 2023 have not changed significantly from the disclosures included in the 2023 Form 10-K.
Contingencies
The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 9 to the Consolidated Financial Statements. 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. The Company recognizes gain contingencies when the gain becomes realized or realizable. See Note 9—Commitments and Contingencies in the accompanying Consolidated Financial Statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s 2023 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a)Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the Company’s second quarter of fiscal 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
See Note 9—Commitments and Contingencies in the accompanying Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in the 2023 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of its 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.
The following table details the Company’s monthly share repurchases during the three months ended December 31, 2023:
Total Number of Shares Purchased(a)
Average Price Paid Per Share(b)
Total Number of Shares Purchased as Part of Publicly Announced Program
Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program(b)
Class A
Class B
Class A
Class B
(in millions, except per share amounts)
October 2, 2023 - October 29, 20230.3 0.1 $20.71 $21.48 0.4 $539 
October 30, 2023 - December 3, 20230.3 0.2 $21.41 $22.27 0.5 $529 
December 4, 2023 - December 31, 20230.2 0.1 $22.90 $23.92 0.3 $522 
Total0.8 0.4 $21.52 $22.35 1.2 
(a)     The Company has not made any repurchases of Common Stock other than in connection with the publicly announced stock repurchase program described above.
(b)     Amounts exclude taxes, fees, commissions or other costs associated with the repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
Trading Plans
None.
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ITEM 6. EXHIBITS
31.1
31.2
32.1
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the three and six months ended December 31, 2023 and 2022 (unaudited); (ii) Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2023 and 2022 (unaudited); (iii) Consolidated Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited); (iv) Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (unaudited); and (v) Notes to the Unaudited Consolidated Financial Statements.*
104
The cover page from News Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101).*
*    Filed herewith.
**    Furnished herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEWS CORPORATION
(Registrant)
By:
/s/ Susan Panuccio
Susan Panuccio
Chief Financial Officer
Date: February 8, 2024
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