News (NWSA) - 2024 Q4 - Annual Report

Part I Item 1. Business News Corporation is a global diversified media and information services company, focusing on content creation and digital expansion across six segments - The company operates on a 52-53 week fiscal year, with both fiscal 2024 and 2023 comprising 52 weeks[16] Fiscal 2024 Segment Revenues and EBITDA | Segment | Revenues (in millions) | Segment EBITDA (in millions) | | :--- | :--- | :--- | | Digital Real Estate Services | $ 1,658 | $ 508 | | Subscription Video Services | $ 1,917 | $ 310 | | Dow Jones | $ 2,231 | $ 542 | | Book Publishing | $ 2,093 | $ 269 | | News Media | $ 2,186 | $ 120 | | Other | — | $ (210) | Digital Real Estate Services This segment, including REA Group and Move, offers property advertising and lead generation services in Australia and the U.S - The segment comprises a 61.4% interest in REA Group and an 80% interest in Move, with REA Group holding the remaining 20% of Move[21] - In Australia, realestate.com.au averaged 127.7 million monthly visits for FY2024, significantly outperforming its nearest competitor[23] - In the U.S., Realtor.com® recorded approximately 74 million average monthly unique users during the quarter ended June 30, 2024[28] Subscription Video Services This segment, primarily Foxtel Group, delivers sports, entertainment, and news via pay-TV and streaming in Australia, generating revenue from subscriptions and advertising - The segment is composed of a 65% interest in the Foxtel Group and the Australian News Channel (ANC)[30] - The Foxtel Group broadcasts and streams approximately 32,000 hours of live sports programming annually, including major Australian leagues[31] Dow Jones The Dow Jones segment provides global news and business information through consumer products like The Wall Street Journal and professional services, focusing on digital growth Average Daily Subscriptions (Q4 FY2024) | Publication/Group | Digital-only subscriptions (in 000's) | Total subscriptions (in 000's) | | :--- | :--- | :--- | | The Wall Street Journal | 3,788 | 4,256 | | Barron's Group | 1,290 | 1,419 | | Total Consumer | 5,226 | 5,842 | - Dow Jones's professional information products, including Dow Jones Risk & Compliance and Factiva, target enterprise customers with data, news, and compliance tools[45][46] Book Publishing This segment, HarperCollins, is the world's second-largest consumer book publisher, operating globally with diverse imprints and significant digital sales - HarperCollins is the second largest consumer book publisher in the world based on global revenue[49] - Digital sales (e-books and audiobooks) represented about 23% of global consumer revenues for fiscal year 2024[51] - In fiscal 2024, HarperCollins U.S. had 156 titles on the New York Times bestseller lists, with 18 reaching number one[52] News Media The News Media segment encompasses major newspaper operations in Australia, the U.K., and the U.S., focusing on circulation, advertising, and digital platforms - News Corp Australia had approximately 968,000 aggregate digital closing subscribers as of June 30, 2024[57] - News UK's publications, The Sun and The Times, accounted for about one-third of all national newspaper sales in the U.K. as of June 30, 2024, with The Times and The Sunday Times reaching 705,000 total subscribers[62][64] - The New York Post Digital Network averaged approximately 128.8 million unique users per month during the quarter ended June 30, 2024[66] Human Capital News Corp employed approximately 23,900 people globally as of June 30, 2024, with a human capital strategy focused on culture, diversity, and talent development - The company employed approximately 23,900 people as of June 30, 2024, with significant concentrations in the U.S., Australia, and the U.K[94] - As of December 31, 2023, women comprised 49% of the global workforce, 39% of senior executives, and 43% of the Board of Directors[97] Item 1A. Risk Factors The company faces significant risks from intense competition, evolving technologies, macroeconomic conditions, and reliance on advertising, with concentrated voting power posing a governance risk - The company faces intense competition, intensifying due to technological changes like generative AI, new platforms, and shifting consumer behaviors that could adversely impact demand and pricing[114][115] - Macroeconomic factors like persistent inflation and elevated interest rates continued to adversely impact the U.S. real estate market in fiscal 2024, depressing lead and transaction volumes for the Digital Real Estate Services segment[121] - The company derives substantial revenues from advertising, which is vulnerable to declines in customer spending, audience fragmentation, and the shift to digital platforms where large players command significant market share[123][125] - As of June 30, 2024, the Murdoch Family Trust (MFT) beneficially owned approximately 40.3% of the Company's Class B Common Stock, representing a significant concentration of voting power[176] Item 1C. Cybersecurity News Corp maintains a comprehensive cybersecurity program, overseen by the Audit Committee and CISO, with no material incidents reported to date - The company's cybersecurity program is overseen by a dedicated global cybersecurity organization led by the Chief Information Security Officer (CISO) and is informed by the NIST Cybersecurity Framework[179] - The Board of Directors has delegated primary responsibility for overseeing cybersecurity risks to the Audit Committee, which receives regular reports from the CTO and CISO[185] - To date, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations, or financial condition[183] Item 2. Properties The company owns and leases various real properties globally, including headquarters in New York and London, and newspaper production facilities Item 3. Legal Proceedings The company is involved in various legal proceedings, including U.K. Newspaper Matters and past antitrust lawsuits, detailed in Note 16 of the financial statements Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities News Corporation's Class A and B Common Stock trade on Nasdaq, supported by a $1 billion stock repurchase program with $460 million remaining as of June 30, 2024 - The company has a $1 billion stock repurchase program, with approximately $460 million remaining authorized as of June 30, 2024[196] Stock Repurchases (Fiscal Years 2022-2024) | Fiscal Year | Shares Repurchased (in millions) | Amount Paid (in millions) | | :--- | :--- | :--- | | 2024 | 5.0 | $117 | | 2023 | 14.2 | $240 | | 2022 | 8.7 | $183 | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations For fiscal 2024, News Corp reported a 2% revenue increase to $10.1 billion and a 79% rise in net income to $266 million, maintaining strong liquidity and continuing share repurchases Results of Operations—Fiscal 2024 versus Fiscal 2023 In fiscal 2024, revenues increased 2% to $10.085 billion, and net income attributable to stockholders rose 79% to $266 million, driven by segment growth and improved profitability Consolidated Statement of Operations (FY2024 vs FY2023) | Metric | FY 2024 (in millions) | FY 2023 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $10,085 | $9,879 | 2% | | Income before income tax expense | $546 | $330 | 65% | | Net income | $354 | $187 | 89% | | Net income attributable to News Corporation stockholders | $266 | $149 | 79% | - Equity losses of affiliates improved by $121 million, primarily due to the absence of a prior-year non-cash write-down of REA Group's investment in PropertyGuru of approximately $81 million[241] Segment Analysis In fiscal 2024, Total Segment EBITDA increased 8% to $1.54 billion, driven by Digital Real Estate, Dow Jones, and Book Publishing, partially offset by declines in Subscription Video and News Media Segment EBITDA (FY2024 vs FY2023) | Segment | FY 2024 (in millions) | FY 2023 (in millions) | | :--- | :--- | :--- | | Digital Real Estate Services | $508 | $457 | | Subscription Video Services | $310 | $347 | | Dow Jones | $542 | $494 | | Book Publishing | $269 | $167 | | News Media | $120 | $156 | | Other | $(210) | $(201) | | Total | $1,539 | $1,420 | Liquidity and Capital Resources As of June 30, 2024, the company maintained $1.96 billion in cash, with stable operating cash flow and a $460 million remaining share repurchase authorization - As of June 30, 2024, the company's cash and cash equivalents were $1,960 million[277] - Net cash provided by operating activities was $1,098 million in fiscal 2024, a slight increase from $1,092 million in fiscal 2023[283] - Free cash flow for fiscal 2024 was $602 million, compared to $593 million in fiscal 2023[291] Critical Accounting Policies and Estimates The company's critical accounting policies involve significant judgment in goodwill impairment, programming cost amortization, income tax provisions, and retirement benefit obligations - Goodwill and indefinite-lived intangible assets are tested for impairment annually, with the fiscal 2024 analysis resulting in an $18 million impairment[315][318] - The company uses significant judgment in determining its tax expense and evaluating tax positions, including the realization of deferred tax assets[321] - Accounting for retirement benefit obligations requires significant assumptions regarding discount rates, expected return on plan assets, and mortality rates[325][326] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from foreign currency, interest rates, and credit, using derivatives to hedge exposures, with minimal credit risk - The company's primary market risks are foreign currency exchange rates (USD, AUD, GBP), interest rates on its debt, and credit risk[333][336] - Based on FY2024 results, a one-cent change in the USD/AUD exchange rate would impact annual revenues by approximately $63 million and Total Segment EBITDA by $14 million[338] - The company utilizes derivative instruments to hedge foreign currency and interest rate risks, including cross-currency swaps for Foxtel's U.S. dollar debt and interest rate swaps for its variable-rate borrowings[339][342] Item 8. Financial Statements and Supplementary Data This section presents News Corporation's audited consolidated financial statements for fiscal years 2024, 2023, and 2022, including statements of operations, balance sheets, cash flows, and notes Consolidated Statements of Operations For fiscal 2024, News Corporation reported total revenues of $10.085 billion and net income attributable to stockholders of $266 million, or $0.46 per diluted share Key Financial Results (FY2024 vs FY2023) | Metric | FY 2024 (in millions) | FY 2023 (in millions) | | :--- | :--- | :--- | | Total Revenues | $10,085 | $9,879 | | Net Income | $354 | $187 | | Net Income Attributable to Stockholders | $266 | $149 | | Diluted EPS | $0.46 | $0.26 | Consolidated Balance Sheets As of June 30, 2024, total assets were $16.684 billion, with $1.960 billion in cash, and total equity stood at $9.011 billion Balance Sheet Summary (as of June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,960 | $1,833 | | Goodwill | $5,186 | $5,140 | | Total Assets | $16,684 | $16,921 | | Total Liabilities | $7,673 | $7,976 | | Total Equity | $9,011 | $8,945 | Consolidated Statements of Cash Flows For fiscal 2024, net cash from operating activities was $1.098 billion, with cash and cash equivalents increasing by $127 million to $1.960 billion Cash Flow Summary (FY2024) | Cash Flow Activity | Amount (in millions) | | :--- | :--- | | Net cash provided by operating activities | $1,098 | | Net cash used in investing activities | $(524) | | Net cash used in financing activities | $(441) | | Net change in cash and cash equivalents | $133 | Note 16. Commitments and Contingencies The company has significant firm commitments totaling $10.8 billion as of June 30, 2024, and has accrued $62 million for U.K. Newspaper Matters liabilities Material Firm Commitments as of June 30, 2024 | Commitment Type | Total (in millions) | | :--- | :--- | | Purchase obligations | $1,563 | | Sports programming rights | $3,177 | | Programming costs | $908 | | Operating leases | $1,609 | | Borrowings | $2,902 | | Total | $10,792 | - For the U.K. Newspaper Matters, the company has accrued approximately $62 million for estimated liabilities, with a corresponding receivable from FOX Corporation for indemnification of approximately $65 million[611] Item 9A. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal controls during the fourth quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year[693] - No changes in internal control over financial reporting occurred during the fourth quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[695] Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2024 Proxy Statement - Required information for this item is incorporated by reference from the company's 2024 Proxy Statement[699][700][701] Item 11. Executive Compensation Information regarding executive and director compensation is incorporated by reference from the company's 2024 Proxy Statement - Required information for this item is incorporated by reference from the company's 2024 Proxy Statement[705] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership and equity compensation plans is incorporated by reference from the company's 2024 Proxy Statement - Required information for this item is incorporated by reference from the company's 2024 Proxy Statement[708][709] Item 13. Certain Relationships and Related Transactions, and Director Independence Information on related person transactions and director independence is incorporated by reference from the company's 2024 Proxy Statement - Required information for this item is incorporated by reference from the company's 2024 Proxy Statement[710][711] Item 14. Principal Accountant Fees and Services Information on principal accountant fees and Audit Committee pre-approval policies is incorporated by reference from the company's 2024 Proxy Statement - Required information for this item is incorporated by reference from the company's 2024 Proxy Statement[712] Part IV Item 15. Exhibits and Financial Statement Schedules This section lists financial statements, schedules, and exhibits filed as part of the Annual Report, including key corporate and debt documents Item 16. Form 10-K Summary This item is not applicable as no Form 10-K summary is provided