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 CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware			46-2950970
(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 share	NWSA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	NWS	The 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. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the three and six months ended December 31, 2023 and 2022 (unaudited)	2
Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2023 and 2022 (unaudited)	3
Consolidated Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited)	4
Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (unaudited)	5
Notes to the Unaudited Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	49
Part II. Other Information
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	51
Signature	52

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,
	Notes	2023		2022		2023		2022
Revenues:
Circulation and subscription		$	1,119	$	1,085	$	2,248	$	2,196
Advertising		438		464		829		870
Consumer		527		512		1,029		979
Real estate		327		301		638		624
Other		175		159		341		330
Total Revenues	2	2,586		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 charges	3	(13)		(19)		(51)		(40)
Equity losses of affiliates	4	(1)		(29)		(3)		(33)
Interest expense, net		(25)		(26)		(48)		(53)
Other, net	12	22		(6)		(13)		(24)
Income before income tax expense		277		155		372		256
Income tax expense	10	(94)		(61)		(131)		(96)
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
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,
	2023		2022		2023		2022
Net income	$	183	$	94	$	241	$	160
Other comprehensive income:
Foreign currency translation adjustments	215		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 income	196		269		65		18
Comprehensive income	379		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)

	Notes	As of December 31, 2023		As of June 30, 2023
		(unaudited)		(audited)
Assets:
Current assets:
Cash and cash equivalents		$	1,724	$	1,833
Receivables, net	12	1,516		1,425
Inventory, net		297		311
Other current assets		466		484
Total current assets		4,003		4,053
Non-current assets:
Investments	4	424		427
Property, plant and equipment, net		1,985		2,042
Operating lease right-of-use assets		1,007		1,036
Intangible assets, net		2,423		2,489
Goodwill		5,214		5,140
Deferred income tax assets, net	10	305		393
Other non-current assets	12	1,320		1,341
Total assets		$	16,681	$	16,921
Liabilities and Equity:
Current liabilities:
Accounts payable		$	243	$	440
Accrued expenses		1,095		1,123
Deferred revenue	2	510		622
Current borrowings	5	58		27
Other current liabilities	12	878		953
Total current liabilities		2,784		3,165
Non-current liabilities:
Borrowings	5	2,984		2,940
Retirement benefit obligations		136		134
Deferred income tax liabilities, net	10	129		163
Operating lease liabilities		1,090		1,128
Other non-current liabilities		456		446
Commitments and contingencies	9
Class A common stock(a)		4		4
Class B common stock(b)		2		2
Additional paid-in capital		11,334		11,449
Accumulated deficit		(1,958)		(2,144)
Accumulated other comprehensive loss		(1,200)		(1,247)
Total News Corporation stockholders’ equity		8,182		8,064
Noncontrolling interests		920		881
Total equity	6	9,102		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,
	Notes	2023		2022
Operating activities:
Net income		$	241	$	160
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		350		353
Operating lease expense		48		57
Equity losses of affiliates	4	3		33
Cash distributions received from affiliates		3		5
Impairment charges	3	24		—
Deferred income taxes and taxes payable	10	67		17
Other, net	12	13		24
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets		(69)		(351)
Inventories, net		50		(11)
Accounts payable and other liabilities		(425)		(126)
Net cash provided by operating activities		305		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:
Borrowings	5	1,049		407
Repayment of borrowings	5	(1,044)		(462)
Repurchase of shares	6	(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 period		1,833		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 Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	2	$	404	$	441	$	—	$	272	$	—	$	1,119
Advertising	32		51		126		—		229		—		438
Consumer	—		—		—		527		—		—		527
Real estate	327		—		—		—		—		—		327
Other	58		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 Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	3	$	405	$	417	$	—	$	260	$	—	$	1,085
Advertising	33		47		131		—		253		—		464
Consumer	—		—		—		512		—		—		512
Real estate	301		—		—		—		—		—		301
Other	49		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 Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	5	$	819	$	877	$	—	$	547	$	—	$	2,248
Advertising	67		113		217		—		432		—		829
Consumer	—		—		—		1,029		—		—		1,029
Real estate	638		—		—		—		—		—		638
Other	112		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 Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	6	$	830	$	831	$	—	$	529	$	—	$	2,196
Advertising	68		111		225		—		466		—		870
Consumer	—		—		—		979		—		—		979
Real estate	624		—		—		—		—		—		624
Other	109		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,
	2023		2022		2023		2022
	(in millions)
Balance, beginning of period	$	624	$	592	$	622	$	604
Deferral of revenue	806		893		1,743		1,790
Recognition of deferred revenue(a)	(930)		(917)		(1,859)		(1,813)
Other	10		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,
	2023						2022
	One time employee termination benefits		Other costs		Total		One time employee termination benefits		Other costs		Total
	(in millions)
Balance, beginning of period	$	29	$	41	$	70	$	22	$	40	$	62
Additions	10		—		10		16		3		19
Payments	(17)		(2)		(19)		(12)		(2)		(14)
Other	1		—		1		(1)		—		(1)
Balance, end of period	$	23	$	39	$	62	$	25	$	41	$	66

	For the six months ended December 31,
	2023						2022
	One time employee termination benefits		Other costs		Total		One time employee termination benefits		Other costs		Total
	(in millions)
Balance, beginning of period	$	53	$	41	$	94	$	25	$	41	$	66
Additions	26		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, 2023	As of December 31, 2023		As of June 30, 2023
		(in millions)
Equity method investments(a)	various	$	197	$	192
Equity and other securities(b)	various	227		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,
	2023		2022		2023		2022
	(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, 2023		Maturity at December 31, 2023	As 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 notes	5.125	%	Feb 15, 2032	493		492
2021 Senior notes	3.875	%	May 15, 2029	990		989
Foxtel Group(b)
2024 Foxtel credit facility — tranche 1(c)(d)	7.26	%	Aug 1, 2026	405		—
2024 Foxtel credit facility — USD portion — tranche 2(e)	8.63	%	Aug 1, 2027	49		—
2024 Foxtel credit facility — tranche 3(d)	7.41	%	Aug 1, 2027	212		—
2017 Working capital facility(c)	7.26	%	Aug 1, 2026	—		—
Telstra facility	11.95	%	Dec 22, 2027	101		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, 2028	81		—
2024 REA credit facility — tranche 2(g)	5.55	%	Sep 16, 2025	136		—
2024 Subsidiary facility(g)	5.75	%	Sep 28, 2025	54		—
2022 Credit facility — tranche 1(f)	—	%	Sep 16, 2024	—		211
2022 Credit facility — tranche 2(f)	—	%	Sep 16, 2025	—		—
Finance lease liability				30		42
Total borrowings				3,042		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
	Shares	Amount		Shares	Amount
	(in millions)
Balance, September 30, 2023	381	$	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, 2023	380	$	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
	Shares	Amount		Shares	Amount
	(in millions)
Balance, September 30, 2022	384	$	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, 2022	382	$	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
	Shares	Amount		Shares	Amount
	(in millions)
Balance, June 30, 2023	380	$	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)
Other	2	—		—	—		(3)		—		—		(3)		(6)		(9)
Balance, December 31, 2023	380	$	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
	Shares	Amount		Shares	Amount
	(in millions)
Balance, June 30, 2022	388	$	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)	—		<