Q2 2025 Earnings Call Transcript

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Table of Contents

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, 2024

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

(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

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 January 31, 2025, 378,055,086 shares of Class A Common Stock and 189,340,853 shares of Class B Common Stock were outstanding.

Table of Contents

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, 2024 and 2023 (unaudited)

2

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended December 31, 2024 and 2023 (unaudited)

3

Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 (unaudited)

4

Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (unaudited)

5

Notes to the Unaudited Consolidated Financial Statements

6

Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations

27

Item 3. Quantitative and Qualitative Disclosures About Market Risk

43

Item 4. Controls and Procedures

44

Part II. Other Information

Item 1. Legal Proceedings

45

Item 1A. Risk Factors

45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

45

Item 3. Defaults Upon Senior Securities

45

Item 4. Mine Safety Disclosures

45

Item 5. Other Information

45

Item 6. Exhibits

46

Signature

47

Table of Contents

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 2024 2023 2024 2023

Circulation and subscription $ 745 $ 725 $ 1,488 $ 1,449

Advertising 385 391 706 723

Consumer 572 527 1,093 1,029

Real estate 377 327 734 638

Other 159 165 313 327

Total Revenues 3 2,238 2,135 4,334 4,166

Operating expenses (963) (970) (1,915) (1,948)

Selling, general and administrative (797) (765) (1,616) (1,544)

Depreciation and amortization (113) (110) (225) (211)

Impairment and restructuring charges 4 (16) (12) (38) (49)

Equity losses of affiliates 5 (8) (1) (11) (3)

Interest expense, net (3) (7) (3) (15)

Other, net 13 92 21 114 (17)

Income before income tax expense from continuing operations 430 291 640 379

Income tax expense from continuing operations 11 (124) (97) (185) (131)

Net income from continuing operations 306 194 455 248

Net loss from discontinued operations, net of tax 2 (23) (11) (28) (7)

Net income 283 183 427 241

Net income attributable to noncontrolling interests from continuing operations (78) (34) (109) (64)

Net loss attributable to noncontrolling interests from discontinued operations 10 7 16 9

Net income attributable to News Corporation stockholders $ 215 $ 156 $ 334 $ 186

Net income (loss) attributable to News Corporation stockholders per share: 9

Basic

Continuing operations

$ 0.40 $ 0.28 $ 0.61 $ 0.33

Discontinued operations

$ (0.02) $ (0.01) $ (0.02) $

$ 0.38 $ 0.27 $ 0.59 $ 0.33

Diluted

Continuing operations

$ 0.40 $ 0.28 $ 0.61 $ 0.32

Discontinued operations

$ (0.02) $ (0.01) $ (0.02) $

$ 0.38 $ 0.27 $ 0.59 $ 0.32

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

2

Table of Contents

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; millions)

For the three months ended

December 31, For the six months ended

December 31,

2024 2023 2024 2023

Net income $ 283 $ 183 $ 427 $ 241

Other comprehensive (loss) income:

Foreign currency translation adjustments (418) 215 (248) 70

Net change in the fair value of cash flow hedges(a)

10 (17) (6) (18)

Benefit plan adjustments, net(b)

10 (2) 7 13

Other comprehensive (loss) income (398) 196 (247) 65

Comprehensive (loss) income (115) 379 180 306

Net income attributable to noncontrolling interests (68) (27) (93) (55)

Other comprehensive loss (income) attributable to noncontrolling interests(c)

105 (49) 74 (18)

Comprehensive (loss) income attributable to News Corporation stockholders $ (78) $ 303 $ 161 $ 233

(a) Net of income tax expense (benefit) of $4 million and $(6) million for the three months ended December 31, 2024 and 2023, respectively, and $(2) million and $(7) million for the six months ended December 31, 2024 and 2023, respectively.

(b) Net of income tax expense (benefit) of $3 million and $(1) million for the three months ended December 31, 2024 and 2023, respectively, and $2 million and $4 million for the six months ended December 31, 2024 and 2023, respectively.

(c) Primarily consists of foreign currency translation adjustments.

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

3

Table of Contents

NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited; millions, except share and per share amounts)

Notes As of

December 31, 2024 As of

June 30, 2024

Cash and cash equivalents $ 1,751 $ 1,872

Receivables, net 13 1,655 1,420

Inventory, net 296 266

Other current assets 554 474

Current assets held for sale

2 2,196 340

Total current assets 6,452 4,372

Investments 5 365 429

Property, plant and equipment, net 1,241 1,272

Intangible assets, net 1,893 1,948

Goodwill 4,265 4,336

Deferred income tax assets, net

11 241 332

2 2,233

Total assets $ 16,161 $ 16,684

Accounts payable $ 365 $ 254

Accrued expenses 832 986

Deferred revenue 3 431 483

Current borrowings 6 19 9

Other current liabilities 13 759 772

Current liabilities held for sale

2 1,324 551

Total current liabilities 3,730 3,055

Borrowings 6 1,948 2,093

Retirement benefit obligations 126 125

Deferred income tax liabilities, net

11 14 21

Operating lease liabilities 872 912

2 995

Commitments and contingencies 10

Class A common stock(a)

4 4

Class B common stock(b)

2 2

Accumulated deficit (1,574) (1,889)

Accumulated other comprehensive loss (1,424) (1,251)

Total News Corporation stockholders equity 8,149 8,120

Noncontrolling interests 876 891

Total equity 7 9,025 9,011

Total liabilities and equity $ 16,161 $ 16,684

(a) Class A common stock, $0.01 par value per share ( Class A Common Stock ), 1,500,000,000 shares authorized, 378,380,369 and 378,670,671 shares issued and outstanding, net of 27,368,413 treasury shares at par, at December 31, 2024 and June 30, 2024, respectively.

(b) Class B common stock, $0.01 par value per share ( Class B Common Stock ), 750,000,000 shares authorized, 189,503,773 and 190,423,250 shares issued and outstanding, net of 78,430,424 treasury shares at par, at December 31, 2024 and June 30, 2024, respectively.

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

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; millions)

For the six months ended

December 31,

Notes 2024 2023

Net income $ 427 $ 241

Net loss from discontinued operations, net of tax 28 7

Net income from continuing operations $ 455 $ 248

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation and amortization 225 211

Operating lease expense 37 36

Equity losses of affiliates 5 11 3

Impairment charges 4 24

Deferred income taxes 11 80 60

Other, net 13 (112) 20

Change in operating assets and liabilities, net of acquisitions:

Receivables and other assets (247) (79)

Inventories, net (31) 23

Accounts payable and other liabilities (140) (295)

Net cash provided by operating activities from continuing operations 278 251

Capital expenditures (157) (154)

Acquisitions, net of cash acquired (13) (20)

Purchases of investments in equity affiliates and other (107) (52)

Proceeds from sales of investments in equity affiliates and other 234 30

Other, net (13)

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

Borrowings 6 61 273

Repayment of borrowings 6 (196) (268)

Repurchase of shares 7 (78) (56)

Dividends paid (92) (85)

Other, net (37) (39)

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

Net cash provided by operating activities from discontinued operations 90 53

Net cash used in investing activities from discontinued operations (43) (82)

Net cash (used in) provided by financing activities from discontinued operations (11) 31

Net cash provided by discontinued operations 36 2

Net change in cash, cash equivalents, and restricted cash (84) (118)

Cash, cash equivalents and restricted cash, beginning of year 1,960 1,833

Effect of exchange rate changes on cash, cash equivalents and restricted cash (30) 9

Cash, cash equivalents and restricted cash, end of period 1,846 1,724

Cash and cash equivalents at end of period of discontinued operations (58) (17)

Restricted cash included in Other current assets(a)

(37)

Cash and cash equivalents $ 1,751 $ 1,707

(a) Represents restricted cash in escrow to fund an acquisition at the Book Publishing segment which closed in the third quarter of fiscal 2025.

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

During the second quarter of fiscal 2025, the assets and liabilities of the Foxtel Group ( 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. 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. Unless indicated otherwise, the information in the notes to the unaudited Consolidated Financial Statements relates to the Company s continuing operations. See Note 2 Discontinued Operations.

Basis of Presentation

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

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

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

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

The Company s fiscal year ends on the Sunday closest to June 30. Fiscal 2025 and fiscal 2024 include 52 weeks. All references to the three and six months ended December 31, 2024 and 2023 relate to the three and six months ended December 29, 2024 and December 31, 2023, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of December 31.

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

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued Accounting Pronouncements

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

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

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

NOTE 2. DISCONTINUED OPERATIONS

Foxtel

During the second quarter of fiscal 2025, the Company entered into a definitive agreement to sell 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.

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 in accordance with ASC 205-20, Discontinued Operations ( ASC 205-20 ), as the disposition reflects a strategic shift that has, and will have, a major effect on the Company s operations and financial results. Upon reclassification of Foxtel s results, the Company determined that the Subscription Video Services segment was no longer 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 12 Segment Information.

In all periods presented, transactions between Foxtel and the continuing operations of the Company that are not expected to continue after the sale are eliminated, whereas those expected to continue are no longer eliminated.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the assets and liabilities of Foxtel classified to held for sale:

As of

December 31, 2024 As of

June 30, 2024

Cash and cash equivalents $ 58 $ 88

Receivables, net 75 83

Inventory, net 5 30

Other current assets 114 139

Total current assets(a)

252 340

Investments 1 1

Property, plant and equipment, net 516 642

Intangible assets, net 322 374

Goodwill 793 850

1,944 2,233

Total assets held for sale

$ 2,196 $ 2,573

Accounts payable $ 20 $ 60

Accrued expenses 188 245

Deferred revenue 60 68

Current borrowings 32 45

Other current liabilities 107 133

Total current liabilities(a)

407 551

Borrowings 712 762

Deferred income tax liabilities, net

83 98

Operating lease liabilities 97 115

25 20

$ 917 $ 995

Total liabilities held for sale

$ 1,324 $ 1,546

(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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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the results of operations from the discontinued operations of Foxtel 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

Total Revenues $ 462 $ 466 $ 961 $ 950

Operating expenses (314) (321) (638) (629)

Selling, general and administrative (83) (72) (168) (158)

Depreciation and amortization (79) (69) (156) (139)

Impairment and restructuring charges (1) (1) (2) (2)

Interest expense, net (17) (18) (35) (33)

Other, net (1) 1 4

Loss before income tax benefit (33) (14) (38) (7)

Income tax benefit 10 3 10

Net loss (23) (11) (28) (7)

Net loss attributable to noncontrolling interests

10 7 16 9

Net (loss) income attributable to News Corporation stockholders

(13) (4) (12) 2

NOTE 3. REVENUES

The following tables present the Company s disaggregated revenues by type and segment for the three and six months ended December 31, 2024 and 2023:

For the three months ended December 31, 2024

Dow Jones Digital Real

Estate

Services Book

Publishing News Media Other Total

Revenues

(in millions)

Circulation and subscription $ 461 $ 2 $ $ 282 $ $ 745

Advertising 121 35 229 385

Consumer 572 572

Real estate 377 377

Other 18 59 23 59 159

Total Revenues $ 600 $ 473 $ 595 $ 570 $ $ 2,238

For the three months ended December 31, 2023

Dow Jones Digital Real

Estate

Services Book

Publishing News Media Other Total

Revenues

(in millions)

Circulation and subscription $ 441 $ 2 $ $ 282 $ $ 725

Advertising 126 32 233 391

Consumer 527 527

Real estate 327 327

Other 17 58 23 67 165

Total Revenues $ 584 $ 419 $ 550 $ 582 $ $ 2,135

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31, 2024

Dow Jones Digital Real

Estate

Services Book

Publishing News Media Other Total

Revenues

(in millions)

Circulation and subscription $ 920 $ 4 $ $ 564 $ $ 1,488

Advertising 206 73 427 706

Consumer 1,093 1,093

Real estate 734 734

Other 26 119 48 120 313

Total Revenues $ 1,152 $ 930 $ 1,141 $ 1,111 $ $ 4,334

For the six months ended December 31, 2023

Dow Jones Digital Real

Estate

Services Book

Publishing News Media Other Total

Revenues

(in millions)

Circulation and subscription $ 877 $ 5 $ $ 567 $ $ 1,449

Advertising 217 67 439 723

Consumer 1,029 1,029

Real estate 638 638

Other 27 112 46 142 327

Total Revenues $ 1,121 $ 822 $ 1,075 $ 1,148 $ $ 4,166

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, 2024 and 2023:

For the three months ended

December 31, For the six months ended

December 31,

2024 2023 2024 2023

(in millions)

Balance, beginning of period $ 488 $ 556 $ 483 $ 554

Deferral of revenue 810 637 1,597 1,396

Recognition of deferred revenue(a)

(855) (754) (1,645) (1,507)

Other (12) 7 (4) 3

Balance, end of period $ 431 $ 446 $ 431 $ 446

(a)For the three and six months ended December 31, 2024, the Company recognized $205 million and $378 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and six months ended December 31, 2023, the Company recognized $266 million and $435 million, respectively, of revenue which was included in the opening deferred revenue balance.

Contract assets were immaterial for disclosure as of December 31, 2024 and 2023.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Revenue Disclosures

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

For the three and six months ended December 31, 2024, the Company recognized approximately $110 million and $222 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, 2024 was approximately $1,258 million, of which approximately $256 million is expected to be recognized over the remainder of fiscal 2025, $378 million is expected to be recognized in fiscal 2026 and $254 million is expected to be recognized in fiscal 2027, with the remainder to be recognized thereafter. These amounts do not include (i) contracts with an expected duration of one year or less, (ii) contracts for which variable consideration is determined based on the customer s subsequent sale or usage and (iii) variable consideration allocated to performance obligations accounted for under the series guidance that meets the allocation objective under ASC 606, Revenue from Contracts with Customers.

NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES

Restructuring

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. The restructuring charges recorded in fiscal 2025 and 2024 primarily related to employee termination benefits.

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 combination of News UK s printing operations with those of DMG Media.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended December 31,

2024 2023

One time

employee

termination

benefits Other costs Total One time

employee

termination

benefits Other costs Total

(in millions)

Balance, beginning of period $ 24 $ 33 $ 57 $ 28 $ 40 $ 68

Additions 15 1 16 9 9

Payments (20) (2) (22) (15) (2) (17)

Other

(1) (1) (2)

Balance, end of period $ 18 $ 31 $ 49 $ 22 $ 38 $ 60

For the six months ended December 31,

2024 2023

One time

employee

termination

benefits Other costs Total One time

employee

termination

benefits Other costs Total

(in millions)

Balance, beginning of period $ 25 $ 34 $ 59 $ 48 $ 41 $ 89

Additions 36 2 38 25 25

Payments (42) (4) (46) (51) (3) (54)

Other (1) (1) (2)

Balance, end of period $ 18 $ 31 $ 49 $ 22 $ 38 $ 60

As of December 31, 2024, restructuring liabilities of approximately $24 million were included in the Balance Sheet in Other current liabilities and $25 million were included in Other non-current liabilities.

NOTE 5. INVESTMENTS

Ownership Percentage as of December 31, 2024 As of

December 31, 2024 As of

June 30, 2024

(in millions)

Equity method investments(a)

various $ 82 $ 215

Equity and other securities(b)

various 283 214

Total Investments $ 365 $ 429

(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 $87 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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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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,

2024 2023 2024 2023

(in millions) (in millions)

Total gains (losses) recognized on equity securities $ 18 $ 13 $ 28 $ (10)

Net gains (losses) recognized on equity securities sold

Unrealized gains (losses) recognized on equity securities held at end of period $ 18 $ 13 $ 28 $ (10)

Equity Losses of Affiliates

The Company s share of the losses of its equity affiliates was $8 million and $11 million for the three and six months ended December 31, 2024, respectively, and $1 million and $3 million for the corresponding periods of fiscal 2024, respectively.

NOTE 6. BORROWINGS

Interest rate at December 31, 2024 Maturity at December 31, 2024 As of

December 31, 2024 As of

June 30, 2024

(in millions)

News Corporation

2022 Term loan A(a)

6.204 % Mar 31, 2027 $ 481 $ 484

2022 Senior notes 5.125 % Feb 15, 2032 494 493

2021 Senior notes 3.875 % May 15, 2029 992 991

REA Group(b)

2024 REA credit facility tranche 1(c)

5.93 % Sep 15, 2028

2024 REA credit facility tranche 2(d)

N/A N/A 79

2024 Subsidiary facility(e)

N/A N/A 55

Total borrowings 1,967 2,102

current portion(f)

(19) (9)

$ 1,948 $ 2,093

(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, 2024, the Company was paying interest at an effective interest rate of 3.521%. 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$400 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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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Covenants

The Company s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed in the Company s 2024 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at December 31, 2024.

NOTE 7. EQUITY

The following tables summarize changes in equity for the three and six months ended December 31, 2024 and 2023:

For the three months ended December 31, 2024

Class A Common

Stock Class B Common

Stock Additional

Capital Accumulated

Deficit Accumulated

Other

Comprehensive

Loss Total

News

Corp

Interests Total

Equity

Shares Amount Shares Amount

(in millions)

Balance, September 30, 2024 379 $ 4 190 $ 2 $ 11,157 $ (1,779) $ (1,131) $ 8,253 $ 913 $ 9,166

Net income 215 215 68 283

Other comprehensive loss (293) (293) (105) (398)

Dividends

Share repurchases (1) (1) (30) (10) (40) (40)

Other 14 14 14

Balance, December 31, 2024 378 $ 4 189 $ 2 $ 11,141 $ (1,574) $ (1,424) $ 8,149 $ 876 $ 9,025

For the three months ended December 31, 2023

Class A Common

Stock Class B Common

Stock Additional

Capital Accumulated

Deficit Accumulated

Other

Comprehensive

Loss Total

News

Corp

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

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31, 2024

Class A Common

Stock Class B Common

Stock Additional

Capital Accumulated

Deficit Accumulated

Other

Comprehensive

Loss Total

News

Corp

Interests Total

Equity

Shares Amount Shares Amount

(in millions)

Balance, June 30, 2024 379 $ 4 190 $ 2 $ 11,254 $ (1,889) $ (1,251) $ 8,120 $ 891 $ 9,011

Net income 334 334 93 427

Other comprehensive loss (173) (173) (74) (247)

Dividends (57) (57) (35) (92)

Share repurchases (2) (1) (59) (19) (78) (78)

Other 1 3 3 1 4

Balance, December 31, 2024 378 $ 4 189 $ 2 $ 11,141 $ (1,574) $ (1,424) $ 8,149 $ 876 $ 9,025

For the six months ended December 31, 2023

Class A

Common Stock Class B

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Other

Comprehensive

Loss Total

News

Corp

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

Stock Repurchases

The Company s Board of Directors (the Board of Directors ) has authorized a repurchase program to purchase up to $1 billion in the aggregate of the Company s outstanding Class A Common Stock and Class B Common Stock (the Repurchase Program ). The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of December 31, 2024, the remaining authorized amount under the Repurchase Program was approximately $382 million.

Stock repurchases under the Repurchase Program commenced on November 9, 2021. The following table summarizes the shares repurchased and subsequently retired and the related consideration paid during the three months ended 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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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

NOTE 8. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

As of December 31, 2024 As of June 30, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

(in millions)

Equity and other securities

75 45 163 283 53 39 122 214

Total assets $ 75 $ 66 $ 163 $ 304 $ 53 $ 67 $ 122 $ 242

Equity and Other Securities

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

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

For the six months ended

December 31,

2024 2023

(in millions)

$ 122 $ 130

Additions(a)

41 3

Returns of capital (5) (4)

Measurement adjustments

3

Foreign exchange and other 2 2

(a)The additions for the six months ended December 31, 2024 primarily relate to REA Group s investment in Athena Home Loans.

Derivative Instruments

The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risk managed by the Company through the use of derivative instruments relates to interest rate risk arising from floating rate News Corporation borrowings.

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

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

Balance Sheet Classification

As of

December 31, 2024 As of

June 30, 2024

(in millions)

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 $481 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 $10 million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three and six months ended December 31, 2024 and 2023 for derivatives designated as cash flow hedges:

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Gains (losses) recognized in Accumulated other comprehensive loss for the three and six months ended December 31, 2024 and 2023, by derivative instrument:

For the three months ended

December 31, For the six months ended

December 31,

2024 2023 2024 2023

(in millions)

(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)

Other Fair Value Measurements

As of December 31, 2024, the carrying value of the Company s outstanding borrowings approximates the fair value. The 2022 Senior Notes and the 2021 Senior Notes are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. EARNINGS (LOSS) PER SHARE

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

For the three months ended

December 31, For the six months ended

December 31,

2024 2023 2024 2023

(in millions, except per share amounts)

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

Net loss from discontinued operations, net of tax (23) (11) (28) (7)

Net income 283 183 427 241

Net income from continuing operations attributable to noncontrolling interests (78) (34) (109) (64)

Net loss attributable to noncontrolling interests from discontinued operations 10 7 16 9

Net income attributable to News Corporation stockholders $ 215 $ 156 $ 334 $ 186

Dilutive effect of equity awards 1.6 1.6 1.9 1.7

Net income (loss) attributable to News Corporation stockholders per share:

Basic

Continuing operations $ 0.40 $ 0.28 $ 0.61 $ 0.33

Discontinued operations $ (0.02) $ (0.01) $ (0.02) $

$ 0.38 $ 0.27 $ 0.59 $ 0.33

Diluted

Continuing operations $ 0.40 $ 0.28 $ 0.61 $ 0.32

Discontinued operations $ (0.02) $ (0.01) $ (0.02) $

$ 0.38 $ 0.27 $ 0.59 $ 0.32

NOTE 10. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations. 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 below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Dow Jones

Beginning in August 2024, a number of purported class action complaints have been filed in the U.S. District Court for the Northern District of Illinois against certain pipe converters, distributors and the Company s subsidiary, Oil Price Information Service, LLC ( OPIS ), alleging violations of federal and state antitrust laws. The complaints seek treble damages, injunctive relief and attorneys fees and costs. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, OPIS intends to defend itself vigorously.

In addition, in January 2025, OPIS received a grand jury subpoena issued by the U.S. District Court for the Northern District of California, from the U.S. Department of Justice Antitrust Division. The subpoena calls for production of documents related to the pricing of PVC pipe and the publication of the PVC and Pipe Weekly Report. OPIS is responding to the subpoena and intends to comply with its obligations under the subpoena.

HarperCollins

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

U.K. Newspaper Matters

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

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The net expense related to the U.K. Newspaper Matters in Selling, general and administrative was $4 million and $2 million for the three months ended December 31, 2024 and 2023, respectively, and $6 million and $5 million for the six months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $55 million. The amount to be indemnified by FOX of approximately $64 million was recorded as a receivable in Other current assets on the Balance Sheet as of December 31, 2024. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.

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

NOTE 11. INCOME TAXES

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

For the three months ended 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.

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

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The Company paid gross income taxes of $108 million and $74 million during the six months ended December 31, 2024 and 2023, respectively, and received tax refunds of $1 million and $9 million, respectively.

NOTE 12. SEGMENT INFORMATION

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.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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).

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended

December 31, For the six months ended December 31,

2024 2023 2024 2023

(in millions)

Dow Jones $ 600 $ 584 $ 1,152 $ 1,121

Digital Real Estate Services 473 419 930 822

Book Publishing 595 550 1,141 1,075

News Media 570 582 1,111 1,148

Other

Total Revenues $ 2,238 $ 2,135 $ 4,334 $ 4,166

Dow Jones $ 174 $ 163 $ 305 $ 287

Digital Real Estate Services 185 147 325 269

Book Publishing 101 85 182 150

News Media 74 57 92 74

Other (56) (52) (101) (106)

Depreciation and amortization (113) (110) (225) (211)

Impairment and restructuring charges (16) (12) (38) (49)

Equity losses of affiliates (8) (1) (11) (3)

Interest expense, net (3) (7) (3) (15)

Other, net 92 21 114 (17)

Income before income tax expense from continuing operations 430 291 640 379

Income tax expense from continuing operations (124) (97) (185) (131)

Net income from continuing operations 306 194 455 248

Net loss from discontinued operations, net of tax (23) (11) (28) (7)

Net income $ 283 $ 183 $ 427 $ 241

As of

December 31, 2024 As of

June 30, 2024

(in millions)

Dow Jones $ 4,140 $ 4,139

Digital Real Estate Services 2,979 3,020

Book Publishing 2,828 2,647

News Media 1,956 2,018

Other(a)

1,697 1,858

Investments 365 429

Assets held for sale(b)

2,196 2,573

Total assets $ 16,161 $ 16,684

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

(b)See Note 2 Discontinued Operations.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of

December 31, 2024 As of

June 30, 2024

(in millions)

Goodwill and intangible assets, net:

Dow Jones $ 3,238 $ 3,248

Digital Real Estate Services 1,753 1,828

Book Publishing 881 914

News Media 286 294

Total Goodwill and intangible assets, net $ 6,158 $ 6,284

NOTE 13. ADDITIONAL FINANCIAL INFORMATION

Receivables, net

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

Receivables, net consist of:

As of

December 31, 2024 As of

June 30, 2024

(in millions)

Receivables $ 1,713 $ 1,478

allowances (58) (58)

Receivables, net $ 1,655 $ 1,420

As of

December 31, 2024 As of

June 30, 2024

(in millions)

Royalty advances to authors $ 361 $ 375

291 300

Retirement benefit assets 152 147

Other 131 135

Other Current Liabilities

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

As of

December 31, 2024 As of

June 30, 2024

(in millions)

Royalties and commissions payable $ 241 $ 215

Allowance for sales returns 152 141

Current operating lease liabilities 84 89

Other 282 327

Total Other current liabilities $ 759 $ 772

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other, net

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

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

2024 2023 2024 2023

(in millions)

Remeasurement of equity securities $ 18 $ 13 $ 28 $ (10)

Gain on sale of investment in PropertyGuru 87 87

Other (13) 8 (1) (7)

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

Supplemental Cash Flow Information

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

For the six months ended December 31,

2024 2023

(in millions)

Cash paid for interest $ 41 $ 21

Cash paid for taxes $ 108 $ 74

NOTE 14. SUBSEQUENT EVENTS

Dividend declaration

In February 2025, the Company s Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend is payable on April 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)

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

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)

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 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

3,787 3,528 259 7 %

Total subscriptions 4,225 4,052 173 4 %

Barron s Group(d)

1,341 1,104 237 21 %

Total subscriptions 1,458 1,242 216 17 %

Total Consumer(e)

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)

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)

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)

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

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

None.

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ITEM 6. EXHIBITS

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

10.2 Separation 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)

/s/ Lavanya Chandrashekar

Lavanya Chandrashekar

Chief Financial Officer

February 6, 2025

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