NEWS CORP - Quarter Report: 2024 December (Form 10-Q)

Investing activities:Capital expenditures()()Acquisitions, net of cash acquired()()Purchases of investments in equity affiliates and other()()Proceeds from sales of investments in equity affiliates and other Other, net() Net cash used in investing activities from continuing operations()()Financing activities:Borrowings6 Repayment of borrowings6()()Repurchase of shares7()()Dividends paid()()Other, net()()Net cash used in financing activities from continuing operations()()

Cash flows from discontinued operations:

Net cash provided by operating activities from discontinued operations Net cash used in investing activities from discontinued operations()()Net cash (used in) provided by financing activities from discontinued operations() Net cash provided by discontinued operations $

(a)The assets and liabilities held for sale are classified as current on the December 31, 2024 balance sheet as the transaction is expected to close within one year of that balance sheet date.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ Operating expenses()()()()Selling, general and administrative()()()()Depreciation and amortization()()()()Impairment and restructuring charges()()()() ))) ))) $

As of December 31, 2024, restructuring liabilities of approximately $ million were included in the Balance Sheet in Other current liabilities and $ million were included in Other non-current liabilities.

Equity and other securities(b)

various Total Investments$ $

(a)Equity method investments are primarily comprised of News UK’s joint venture with DMG Media. In December 2024, REA Group’s interest in PropertyGuru was acquired by a third party. A gain of approximately $ million was recognized on the sale and recorded in Other, net. See Note 13—Additional Financial Information.

(b)Equity and other securities are primarily comprised of certain investments in China, Nexxen International, Ltd., REA Group’s investment in Athena Home Loans and RipJar Ltd., an artificial intelligence-focused data analytics company.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $()

Less: Net gains (losses) recognized on equity securities sold

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

Equity Losses of Affiliates

The Company’s share of the losses of its equity affiliates was $ million and $ million for the three and six months ended December 31, 2024, respectively, and $ million and $ million for the corresponding periods of fiscal 2024, respectively.

%Mar 31, 2027$ $ 2022 Senior notes %Feb 15, 2032 2021 Senior notes %May 15, 2029

REA Group(b)

2024 REA credit facility — tranche 1(c)

%Sep 15, 2028

2024 REA credit facility — tranche 2(d)

N/AN/A

2024 Subsidiary facility(e)

N/AN/A Total borrowings

Less: current portion(f)

()()

Long-term borrowings

$ $

(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at %. For the three months ended December 31, 2024, the Company was paying interest at an effective interest rate of %. See Note 8—Financial Instruments and Fair Value Measurements.

(b)These borrowings were incurred by 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 REA Debt Group and are non-recourse to News Corp.

(c)As of December 31, 2024, REA Group had total undrawn commitments of A$ million available under this facility.

(d)This facility was terminated by REA Group during the six months ended December 31, 2024, with the amount outstanding repaid using proceeds from the sale of REA Group’s interest in PropertyGuru. See Note 5—Investments.

(e)This facility was terminated by REA Group during the six months ended December 31, 2024, with the amount outstanding repaid using capacity available under the 2024 REA Credit Facility.

(f)The current portion of long term debt as of December 31, 2024 and June 30, 2024 relates to required principal repayments on the 2022 Term Loan A.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $()$()$ $ $ Net income— — — — — — Other comprehensive loss— — — — — — ()()()()Dividends— — — — — — Share repurchases()— ()— ()()— ()— ()Other — — — — — Balance, December 31, 2024 $ $ $ $()$()$ $ $

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

Amount

(in millions)

Balance, September 30, 2023

()

Net income

—

Other comprehensive income

—

Dividends

—

Share repurchases

()

—

()

—

()

—

()

—

()

Other

—

Balance, December 31, 2023

()

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $()$()$ $ $ Net income— — — — — — Other comprehensive loss— — — — — — ()()()()Dividends— — — — ()— — ()()()Share repurchases()— ()— ()()— ()— ()Other — — — — — Balance, December 31, 2024 $ $ $ $()$()$ $ $

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

Amount

(in millions)

Balance, June 30, 2023

()

Net income

—

Other comprehensive income

—

Dividends

—

()

—

()

Share repurchases

()

—

()

—

()

—

()

—

()

Other

—

()

—

()

Balance, December 31, 2023

()

Stock Repurchases

The Company’s Board of Directors (the “Board of Directors”) has authorized a repurchase program to purchase up to $ 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, 2024, the remaining authorized amount under the Repurchase Program was approximately $ million.

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

$ $

Class B Common Stock

Total

$ $

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $

Class B Common Stock

Total

$ $

Dividends

In August 2024, the Board of Directors declared a semi-annual cash dividend of $ per share for Class A Common Stock and Class B Common Stock. The dividend was paid on October 9, 2024 to stockholders of record as of September 11, 2024. The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

$ $ $ $ $ $ $

Equity and other securities

Total assets$ $ $ $ $ $ $ $

Cash flow hedges

The Company utilizes interest rate derivatives to mitigate interest rate risk in relation to future interest payments.

The total notional value of interest rate swap derivatives designated for hedging was approximately $ million as of December 31, 2024 for News Corporation borrowings. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to March 2027. As of December 31, 2024, the Company estimates that approximately $ million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

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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, 2024 and 2023, by derivative instrument:


	Income Statement Classification	For the three months ended December 31,				For the six months ended December 31,
		2024		2023		2024		2023
		(in millions)
Interest rate derivatives - cash flow hedges	Interest expense, net	$	()	$	()	$	()	$	()

Other Total Other current liabilities$ $

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$ $ $()Gain on sale of investment in PropertyGuru Other() ()()Total Other, net$ $ $ $()

Supplemental Cash Flow Information

$ Cash paid for taxes$ $

per share for Class A Common Stock and Class B Common Stock. The dividend is payable on April 9, 2025 to stockholders of record as of March 12, 2025.

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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 the sale of the Foxtel Group and other potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. 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, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2024 (the “2024 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 2024 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: information services and news, digital real estate services and book publishing.

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

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 2025 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

•Results of Operations—This section provides an analysis of the Company’s results of operations for the three and six months ended December 31, 2024 and 2023. 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, 2024 and 2023, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of December 31, 2024.

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OVERVIEW OF THE COMPANY’S BUSINESSES

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

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

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

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

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

•News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.

•Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters (as defined in Note 10—Commitments and Contingencies to the Consolidated Financial Statements).

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Other Business Developments

During the second quarter of fiscal 2025, the Company entered into a definitive agreement to sell the Foxtel Group (“Foxtel”) to DAZN Group Limited (“DAZN”), a global sports streaming platform. Under the terms of the agreement, amounts outstanding under Foxtel’s shareholder loans with News Corp (A$574 million of outstanding principal, including capitalized interest, as of December 31, 2024) will be repaid in full in cash at closing. Foxtel’s third-party borrowings will transfer with the business, and News Corp will receive a minority equity interest in DAZN of approximately 6% and hold one seat on its Board of Directors. Telstra Group Ltd will also sell its minority interest in Foxtel. The transaction is expected to close in the second half of fiscal 2025, subject to regulatory approvals and other customary closing conditions. Divestitures involve significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including those discussed in the risk factor titled “The Company Has Made and May Continue to Make Strategic Acquisitions, Investments and Divestitures That Introduce Significant Risks and Uncertainties” in the 2024 Form 10-K.

As a result of the progression of the sale process and the discontinuation of further significant business activities in the Subscription Video Services segment, the assets and liabilities of Foxtel were classified as held for sale and the results of operations and cash flows have been classified as discontinued operations for all periods presented as the disposition reflects a strategic shift that has, and will have, a major effect on the Company’s operations and financial results. Furthermore, upon reclassification of Foxtel’s results, the Subscription Video Services segment ceased to be a reportable segment and the residual results of the segment were aggregated into the News Media segment. News Media segment results have been recast to reflect this change for all periods presented. See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

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RESULTS OF OPERATIONS

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

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


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	745	$	725	$	20	3	%	$	1,488	$	1,449	$	39	3	%
Advertising	385		391		(6)		(2)	%	706		723		(17)		(2)	%
Consumer	572		527		45		9	%	1,093		1,029		64		6	%
Real estate	377		327		50		15	%	734		638		96		15	%
Other	159		165		(6)		(4)	%	313		327		(14)		(4)	%
Total Revenues	2,238		2,135		103		5	%	4,334		4,166		168		4	%
Operating expenses	(963)		(970)		7		1	%	(1,915)		(1,948)		33		2	%
Selling, general and administrative	(797)		(765)		(32)		(4)	%	(1,616)		(1,544)		(72)		(5)	%
Depreciation and amortization	(113)		(110)		(3)		(3)	%	(225)		(211)		(14)		(7)	%
Impairment and restructuring charges	(16)		(12)		(4)		(33)	%	(38)		(49)		11		22	%
Equity losses of affiliates	(8)		(1)		(7)		(700)	%	(11)		(3)		(8)		(267)	%
Interest expense, net	(3)		(7)		4		57	%	(3)		(15)		12		80	%
Other, net	92		21		71		338	%	114		(17)		131		**
Income before income tax expense from continuing operations	430		291		139		48	%	640		379		261		69	%
Income tax expense from continuing operations	(124)		(97)		(27)		(28)	%	(185)		(131)		(54)		(41)	%
Net income from continuing operations	306		194		112		58	%	455		248		207		83	%
Net loss from discontinued operations, net of tax	(23)		(11)		(12)		(109)	%	(28)		(7)		(21)		(300)	%
Net income	283		183		100		55	%	427		241		186		77	%
Net income attributable to noncontrolling interests from continuing operations	(78)		(34)		(44)		(129)	%	(109)		(64)		(45)		(70)	%
Net loss attributable to noncontrolling interests from discontinued operations	10		7		3		43	%	16		9		7		78	%

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

** not meaningful

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

The revenue increase for the three months ended December 31, 2024 was driven by higher revenues at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, at the Book Publishing segment primarily due to higher physical and digital book sales and at the Dow Jones segment driven by higher circulation and subscription revenues. These increases were partially offset by lower revenues at the News Media segment driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024 and lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $11 million, or 1%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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The revenue increase for the six months ended December 31, 2024 was driven by higher revenues at the Digital Real Estate Services segment primarily due to higher Australian residential revenues at REA Group, at the Book Publishing segment primarily due to higher physical and digital book sales and at the Dow Jones segment driven by higher circulation and subscription revenues. These increases were partially offset by lower revenues at the News Media segment driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024 and lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $35 million, or 1%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S. dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

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

The decrease in operating expenses for the three months ended December 31, 2024 was primarily due to lower expenses at the News Media segment driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, partially offset by increased expenses at the Book Publishing segment due to higher manufacturing costs from higher sales volumes. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $5 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The decrease in operating expenses for the six months ended December 31, 2024 was primarily due to lower expenses at the News Media segment driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, partially offset by increased expenses at the Book Publishing segment due to higher manufacturing costs from higher sales volumes. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $13 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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

The increase in Selling, general and administrative for the three months ended December 31, 2024 was primarily due to higher costs at the Digital Real Estate Services segment driven by REA Group, including higher employee costs and higher costs at REA India, and at the Book Publishing segment due to higher employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $5 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

The increase in Selling, general and administrative for the six months ended December 31, 2024 was primarily due to higher costs at the Digital Real Estate Services segment driven by REA Group, including $12 million of costs related to the withdrawn offer to acquire Rightmove, higher employee costs and higher costs at REA India, and at the Book Publishing segment due to higher employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $15 million, or 1%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Depreciation and amortization—Depreciation and amortization expense increased $3 million, or 3%, and $14 million, or 7%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, driven by higher depreciation of capitalized software costs, primarily at the News Media and Digital Real Estate Services segments. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a depreciation and amortization expense increase of $1 million, or 1%, for both the three and six months ended December 31, 2024, as compared to the corresponding periods of fiscal 2024.

Impairment and restructuring charges—During the three and six months ended December 31, 2024, there were no impairment charges. During the three and six months ended December 31, 2023, the Company recognized non-cash impairment charges of $1 million and $22 million, respectively, at the News Media segment related to the write-down of fixed assets associated with the combination of News UK’s printing operations with those of DMG Media.

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During the three and six months ended December 31, 2024, the Company recorded restructuring charges of $16 million and $38 million, respectively. During the three and six months ended December 31, 2023, the Company recorded restructuring charges of $9 million and $25 million, respectively.

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

Equity losses of affiliates—Equity losses of affiliates increased by $7 million, or 700%, and $8 million, or 267%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024. See Note 5—Investments in the accompanying Consolidated Financial Statements.

Interest expense, net—Interest expense, net decreased by $4 million, or 57%, and $12 million, or 80%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, driven by higher interest income as a result of higher interest rates on cash balances. See Note 6—Borrowings and Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net—Other, net increased by $71 million, or 338%, and $131 million for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024, primarily due to the gain recognized on the sale of REA Group’s interest in PropertyGuru. See Note 13—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense from continuing operations—For the three months ended December 31, 2024, the Company recorded income tax expense of $124 million on pre-tax income from continuing operations of $430 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.

For the six months ended December 31, 2024, the Company recorded income tax expense of $185 million on pre-tax income from continuing operations of $640 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.

For the three months ended December 31, 2023, the Company recorded income tax expense of $97 million on pre-tax income from continuing operations of $291 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

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

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

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

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

Net loss from discontinued operations, net of tax—Net loss from discontinued operations, net of tax for the three and six months ended December 31, 2024 was $23 million and $28 million, respectively, compared to $11 million and $7 million for the corresponding periods of fiscal 2024. The amounts recognized in both fiscal years relate to the reclassification of Foxtel to discontinued operations. See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

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Net income—Net income for the three and six months ended December 31, 2024 was $283 million and $427 million, respectively, compared to net income of $183 million and $241 million for the corresponding periods of fiscal 2024. The increases of $100 million, or 55%, and $186 million, or 77%, for the three and six months ended December 31, 2024, respectively, as compared to the corresponding periods of fiscal 2024 were driven by the factors discussed above.

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

Segment Analysis

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, income tax (expense) benefit and net income (loss) from discontinued operations, net of tax. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss) from continuing operations, cash flow from continuing operations and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. 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.

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


	For the three months ended December 31,				For the six months ended December 31,
	2024		2023		2024		2023
(in millions)


Net income from continuing operations	$	306	$	194	$	455	$	248
Add:
Income tax expense from continuing operations	124		97		185		131
Other, net	(92)		(21)		(114)		17
Interest expense, net	3		7		3		15
Equity losses of affiliates	8		1		11		3
Impairment and restructuring charges	16		12		38		49
Depreciation and amortization	113		110		225		211
Total Segment EBITDA	$	478	$	400	$	803	$	674

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


	For the three months ended December 31,
	2024				2023
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Dow Jones	$	600	$	174	$	584	$	163
Digital Real Estate Services	473		185		419		147
Book Publishing	595		101		550		85
News Media	570		74		582		57
Other	—		(56)		—		(52)
Total	$	2,238	$	478	$	2,135	$	400


	For the six months ended December 31,
	2024				2023
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Dow Jones	$	1,152	$	305	$	1,121	$	287
Digital Real Estate Services	930		325		822		269
Book Publishing	1,141		182		1,075		150
News Media	1,111		92		1,148		74
Other	—		(101)		—		(106)
Total	$	4,334	$	803	$	4,166	$	674

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


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	461	$	441	$	20	5	%	$	920	$	877	$	43	5	%
Advertising	121		126		(5)		(4)	%	206		217		(11)		(5)	%
Other	18		17		1		6	%	26		27		(1)		(4)	%
Total Revenues	600		584		16		3	%	1,152		1,121		31		3	%
Operating expenses	(240)		(234)		(6)		(3)	%	(479)		(469)		(10)		(2)	%
Selling, general and administrative	(186)		(187)		1		1	%	(368)		(365)		(3)		(1)	%
Segment EBITDA	$	174	$	163	$	11	7	%	$	305	$	287	$	18	6	%

For the three months ended December 31, 2024, revenues at the Dow Jones segment increased $16 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to higher circulation and subscription revenues, partially offset by lower print advertising revenues. Digital revenues represented 81% of total revenues at the Dow Jones segment for the three months ended December 31, 2024, as compared to 78% in the corresponding period of fiscal 2024.

For the six months ended December 31, 2024, revenues at the Dow Jones segment increased $31 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to higher circulation and subscription revenues, partially offset by lower advertising revenues. Digital revenues represented 81% of total revenues at the Dow Jones segment for the six months ended December 31, 2024, as compared to 79% in the corresponding period of fiscal 2024. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $2 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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Circulation and Subscription Revenues


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Circulation and subscription revenues:
Circulation and other	$	243	$	231	$	12	5	%	$	481	$	463	$	18	4	%
Risk and Compliance	80		72		8		11	%	161		142		19		13	%
Dow Jones Energy	68		62		6		10	%	136		123		13		11	%
Other information services	70		76		(6)		(8)	%	142		149		(7)		(5)	%
Professional information business	218		210		8		4	%	439		414		25		6	%
Total circulation and subscription revenues	$	461	$	441	$	20	5	%	$	920	$	877	$	43	5	%

Circulation and subscription revenues increased $20 million, or 5%, during the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. Circulation and other revenues increased $12 million, or 5%, driven by increased circulation revenues due to growth in digital-only subscriptions, primarily from bundled offers, and higher content licensing revenues, partially offset by print circulation declines. Professional information business revenues increased $8 million, or 4%, driven by $8 million and $6 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $6 million decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva. Digital revenues represented 73% of circulation revenue for the three months ended December 31, 2024, as compared to 70% in the corresponding period of fiscal 2024.

Circulation and subscription revenues increased $43 million, or 5%, during the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. Professional information business revenues increased $25 million, or 6%, primarily due to the $19 million and $13 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $7 million decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva. Circulation and other revenues increased $18 million, or 4%, driven by increased circulation revenues due to growth in digital-only subscriptions, primarily from bundled offers, and higher content licensing revenues, partially offset by print circulation declines. Digital revenues represented 73% of circulation revenue for the six months ended December 31, 2024, as compared to 70% in the corresponding period of fiscal 2024.

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


	For the three months ended December 31(b),
	2024	2023	Change	% Change
(in thousands, except %)			Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)	3,787	3,528	259	7	%
Total subscriptions	4,225	4,052	173	4	%
Barron’s Group(d)
Digital-only subscriptions(c)	1,341	1,104	237	21	%
Total subscriptions	1,458	1,242	216	17	%
Total Consumer(e)
Digital-only subscriptions(c)	5,352	4,746	606	13	%
Total subscriptions	5,924	5,427	497	9	%

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

(b)Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.

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(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, 2024 as compared to the corresponding period of fiscal 2024 due to lower print advertising revenues, as digital advertising revenues were flat compared to the corresponding period of fiscal 2024. Digital advertising represented 64% of advertising revenue for the three months ended December 31, 2024, as compared to 62% in the corresponding period of fiscal 2024.

Advertising revenues decreased $11 million, or 5%, during the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024 primarily due to lower print advertising revenues. Digital advertising represented 66% of advertising revenue for the six months ended December 31, 2024, as compared to 64% in the corresponding period of fiscal 2024.

Segment EBITDA

For the three months ended December 31, 2024, Segment EBITDA at the Dow Jones segment increased $11 million, or 7%, as compared to the corresponding period of fiscal 2024, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher marketing costs.

For the six months ended December 31, 2024, Segment EBITDA at the Dow Jones segment increased $18 million, or 6%, as compared to the corresponding period of fiscal 2024, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher marketing and employee costs.

Digital Real Estate Services (21% and 20% of the Company’s consolidated revenues in the six months ended December 31, 2024 and 2023, respectively)


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	2	$	2	$	—	—	%	$	4	$	5	$	(1)	(20)	%
Advertising	35		32		3		9	%	73		67		6		9	%
Real estate	377		327		50		15	%	734		638		96		15	%
Other	59		58		1		2	%	119		112		7		6	%
Total Revenues	473		419		54		13	%	930		822		108		13	%
Operating expenses	(45)		(47)		2		4	%	(92)		(96)		4		4	%
Selling, general and administrative	(243)		(225)		(18)		(8)	%	(513)		(457)		(56)		(12)	%
Segment EBITDA	$	185	$	147	$	38	26	%	$	325	$	269	$	56	21	%

For the three months ended December 31, 2024, revenues at the Digital Real Estate Services segment increased $54 million, or 13%, as compared to the corresponding period of fiscal 2024. At REA Group, revenues increased $51 million, or 17%, to $343 million for the three months ended December 31, 2024 from $292 million in the corresponding period of fiscal 2024. The increase was due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings, higher revenues from REA India and the $2 million positive impact of foreign currency fluctuations. Revenues at Move increased $3 million, or 2%, to $130 million for the three months ended December 31, 2024 from $127 million in the corresponding period of fiscal 2024, primarily driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues, partially offset by the continued impact of the macroeconomic environment on the U.S. housing market. The challenging market conditions resulted in lower lead volumes, which decreased 2%, and lower transaction volumes.

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

For the six months ended December 31, 2024, revenues at the Digital Real Estate Services segment increased $108 million, or 13%, as compared to the corresponding period of fiscal 2024. Revenues at REA Group increased $108 million, or 20%, to $661 million for the six months ended December 31, 2024 from $553 million in the corresponding period of fiscal 2024. The increase was due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings, higher revenues from REA India and the $9 million, or 2%, positive impact of foreign currency fluctuations. Revenues at Move were $269 million in both the six months ended December 31, 2024 and 2023, as the revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues were offset by the continued impact of the macroeconomic environment on the U.S. housing market. The challenging market conditions resulted in lower lead volumes, which decreased 1%, and lower transaction volumes.

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

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


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Consumer	$	572	$	527	$	45	9	%	$	1,093	$	1,029	$	64	6	%
Other	23		23		—		—	%	48		46		2		4	%
Total Revenues	595		550		45		8	%	1,141		1,075		66		6	%
Operating expenses	(390)		(370)		(20)		(5)	%	(755)		(736)		(19)		(3)	%
Selling, general and administrative	(104)		(95)		(9)		(9)	%	(204)		(189)		(15)		(8)	%
Segment EBITDA	$	101	$	85	$	16	19	%	$	182	$	150	$	32	21	%

For the three months ended December 31, 2024, revenues at the Book Publishing segment increased $45 million, or 8%, as compared to the corresponding period of fiscal 2024, primarily due to higher physical book sales in the U.K. and from Christian publishing, as well as higher digital book sales. Key titles in the quarter included Cher: The Memoir by Cher, multiple titles by Laurie Gilmore and Wicked by Gregory Maguire. Digital sales increased by 9% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales. Digital sales represented approximately 21% of consumer revenues in both the three months ended December 31, 2024 and 2023, and backlist sales represented approximately 61% of consumer revenues during the three months ended December 31, 2024, as compared to 60% in the corresponding period of fiscal 2024. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $2 million for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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

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For the six months ended December 31, 2024, revenues at the Book Publishing segment increased $66 million, or 6%, as compared to the corresponding period of fiscal 2024, primarily due to higher physical book sales in the U.K. and from Christian publishing and higher digital book sales. Digital sales increased by 12% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales. Digital sales represented approximately 23% of consumer revenues, as compared to 22% in the corresponding period of fiscal 2024. Backlist sales represented approximately 62% of consumer revenues during the six months ended December 31, 2024, as compared to 60% in the corresponding period of fiscal 2024. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $5 million for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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

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


	For the three months ended December 31,								For the six months ended December 31,
	2024		2023		Change		% Change		2024		2023		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:
Circulation and subscription	$	282	$	282	$	—	—	%	$	564	$	567	$	(3)	(1)	%
Advertising	229		233		(4)		(2)	%	427		439		(12)		(3)	%
Other	59		67		(8)		(12)	%	120		142		(22)		(15)	%
Total Revenues	570		582		(12)		(2)	%	1,111		1,148		(37)		(3)	%
Operating expenses	(288)		(319)		31		10	%	(589)		(647)		58		9	%
Selling, general and administrative	(208)		(206)		(2)		(1)	%	(430)		(427)		(3)		(1)	%
Segment EBITDA	$	74	$	57	$	17	30	%	$	92	$	74	$	18	24	%

Revenues at the News Media segment decreased $12 million, or 2%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. Other revenues decreased $8 million, or 12%, primarily driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024. Advertising revenues decreased $4 million, or 2%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues and lower digital advertising revenues at News UK, mainly due to a decline in traffic at some mastheads due to algorithm changes at certain platforms, partially offset by the $2 million, or 1%, positive impact of foreign currency fluctuations. Circulation and subscription revenues were flat as compared to the corresponding period of fiscal 2024, as cover price increases and digital subscriber growth across key mastheads and the $5 million, or 2%, positive impact of foreign currency fluctuations were offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $7 million, or 1%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $17 million, or 30%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. The increase was driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, including lower Talk costs, partially offset by the decrease in revenues discussed above.

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Revenues at the News Media segment decreased $37 million, or 3%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. Other revenues decreased $22 million, or 15%, primarily driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024. Advertising revenues decreased $12 million, or 3%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues and lower digital advertising revenues at News UK, mainly due to a decline in traffic at some mastheads due to algorithm changes at certain platforms, partially offset by the $7 million, or 1%, positive impact of foreign currency fluctuations. Circulation and subscription revenues decreased $3 million, or 1%, as compared to the corresponding period of fiscal 2024, driven by print volume declines, partially offset by cover price increases, the $11 million, or 1%, positive impact of foreign currency fluctuations and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $19 million, or 2%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $18 million, or 24%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024. The increase was driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, including lower Talk costs, partially offset by the decrease in revenues discussed above.

News Corp Australia

Revenues were $233 million for the three months ended December 31, 2024, a decrease of $3 million, or 1%, compared to revenues of $236 million in the corresponding period of fiscal 2024. Advertising revenues decreased $3 million, or 3%, driven by lower print advertising revenues. Circulation and subscription revenues decreased $1 million, or 1%, driven by print volume declines, partially offset by cover price increases and digital subscriber growth.

Revenues were $467 million for the six months ended December 31, 2024, a decrease of $7 million, or 1%, compared to revenues of $474 million in the corresponding period of fiscal 2024. Advertising revenues decreased $6 million, or 3%, driven by lower print advertising revenues. Circulation and subscription revenues decreased $5 million, or 2%, driven by print volume declines and lower content licensing revenues, partially offset by cover price increases and digital subscriber growth. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $5 million, or 2%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

News UK

Revenues were $226 million for the three months ended December 31, 2024, a decrease of $13 million, or 5%, as compared to revenues of $239 million in the corresponding period of fiscal 2024. Other revenues decreased $10 million, or 45%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024. Advertising revenues decreased $5 million, or 7%, due to lower digital advertising revenues mainly due to algorithm changes at certain platforms and lower print advertising revenues. Circulation and subscription revenues increased $2 million, or 1%, due to the positive impact of foreign currency fluctuations as cover price increases, higher content licensing revenues and digital subscriber growth were more than offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $6 million, or 3%, for the three months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

Revenues were $433 million for the six months ended December 31, 2024, a decrease of $34 million, or 7%, as compared to revenues of $467 million in the corresponding period of fiscal 2024. Other revenues decreased $24 million, or 51%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024. Advertising revenues decreased $14 million, or 10%, driven by lower digital advertising revenues mainly due to algorithm changes at certain platforms and lower print advertising revenues. Circulation and subscription revenues increased $4 million, or 1%, due to the positive impact of foreign currency fluctuations as cover price increases, higher content licensing revenues and digital subscriber growth were more than offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $12 million, or 3%, for the six months ended December 31, 2024 as compared to the corresponding period of fiscal 2024.

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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, 2024, the Company’s cash and cash equivalents were $1.8 billion. The Company also has available borrowing capacity under its revolving credit facility (the “Revolving Facility”) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired. The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next twelve 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 twelve 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, 2024, the Company’s consolidated assets included $811 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, approximately $210 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. 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 and paper purchases; 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.

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, 2024, the remaining authorized amount under the Repurchase Program was approximately $382 million.

Stock repurchases under the Repurchase Program commenced on November 9, 2021. The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the three and six months ended December 31, 2024 and 2023:


	For the three months ended December 31,
	2024			2023
	Shares	Amount		Shares	Amount
	(in millions)
Class A Common Stock	1.0	$	26	0.8	$	18
Class B Common Stock	0.5	14		0.4	8
Total	1.5	$	40	1.2	$	26

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	For the six months ended December 31,
	2024			2023
	Shares	Amount		Shares	Amount
	(in millions)
Class A Common Stock	1.9	$	51	1.8	$	38
Class B Common Stock	0.9	27		0.8	17
Total	2.8	$	78	2.6	$	55

Dividends

In August 2024, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend was paid on October 9, 2024 to stockholders of record as of September 11, 2024. The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

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

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


	For the six months ended December 31,
	2024		2023
Net cash provided by operating activities from continuing operations	$	278	$	251

Net cash provided by operating activities from continuing operations increased by $27 million for the six months ended December 31, 2024 as compared to the six months ended December 31, 2023. The increase was primarily due to higher Total Segment EBITDA, partially offset by higher working capital and tax payments.

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


	For the six months ended December 31,
	2024		2023
Net cash used in investing activities from continuing operations	$	(56)	$	(196)

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

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


	For the six months ended December 31,
	2024		2023
Net cash used in financing activities from continuing operations	$	(342)	$	(175)

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

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During the six months ended December 31, 2024, the Company had $196 million of borrowing repayments primarily related to REA Group, dividend payments of $92 million to News Corporation stockholders and REA Group minority stockholders and $78 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million at REA Group.

During the six months ended December 31, 2023, the Company had $268 million of borrowing repayments, primarily related to the refinancing of REA Groups’ debt portfolio, dividend payments of $85 million to News Corporation stockholders and REA Group minority stockholders and $56 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $273 million primarily related to the refinancing at REA Group.

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


	For the six months ended December 31,
	2024		2023
Net cash provided by discontinued operations	$	36	$	2

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

Reconciliation of Free Cash Flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as net cash provided by (used in) operating activities from continuing operations less capital expenditures. Free cash flow excludes cash flows from discontinued operations. Free cash flow may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

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

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

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


	For the six months ended December 31,
	2024		2023
	(in millions)
Net cash provided by operating activities from continuing operations	$	278	$	251
Less: Capital expenditures	(157)		(154)
Free cash flow	121		97

Free cash flow in the six months ended December 31, 2024 was $121 million compared to $97 million in the corresponding period of fiscal 2024. Free cash flow improved primarily due to higher cash provided by operating activities from continuing operations.

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Borrowings

As of December 31, 2024, the Company and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”) had total borrowings of $1,967 million, including the current portion. REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by members of the REA Debt Group and is non-recourse to News Corp.

News Corporation Borrowings

As of December 31, 2024, the Company had (i) borrowings of $1,967 million, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.

REA Group Borrowings

As of December 31, 2024, REA Group had A$400 million of undrawn commitments available under the 2024 REA Credit Facility. During the six months ended December 31, 2024, REA Group terminated its A$83 million 2024 Subsidiary Facility and repaid the amount outstanding using capacity available under the 2024 REA Credit Facility and terminated its A$200 million 2024 REA Credit Facility—tranche 2 and repaid the amount outstanding using proceeds from the sale of REA Group’s interest in PropertyGuru.

All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at December 31, 2024.

See Note 6—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.

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. Upon closing of the Company’s sale of Foxtel, certain commitments will no longer be the obligation of the Company. These primarily relate to sports and other programming rights, Foxtel borrowings and certain lease obligations. The Company’s commitments as of December 31, 2024 have not otherwise changed significantly from the disclosures included in the 2024 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 10 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 10—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

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 2024 Form 10-K.

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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 2025 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 10—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 2024 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, 2024:


	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)
September 30, 2024 - October 27, 2024	0.3	0.2	$	26.17	$	27.64	0.5	$	409
October 28, 2024 - December 1, 2024	0.4	0.2	$	28.59	$	31.00	0.6	$	394
December 1, 2024 - December 29, 2024	0.3	0.1	$	28.75	$	31.66	0.4	$	382
Total	1.0	0.5	$	27.81	$	30.04	1.5

(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

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ITEM 6. EXHIBITS



10.1						Employment Agreement, dated as o f November 7, 2024, between News Corporation and Lavanya Chandrashekar.*

10.2						S eparation Agreement and General Release, dated as of November 7, 2024, between News Corporation and Susan Panuccio.*

31.1						Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

31.2						Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.**

101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the three and six months ended December 31, 2024 and 2023 (unaudited); (ii) Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended December 31, 2024 and 2023 (unaudited); (iii) Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 (unaudited); (iv) Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (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, 2024, 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/ Lavanya Chandrashekar
		Lavanya Chandrashekar Chief Financial Officer

Date: February 6, 2025

NEWS CORP - Quarter Report: 2024 December (Form 10-Q)

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