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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,
2022
or
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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)
_________________________________________
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Delaware |
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46-2950970 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
1211 Avenue of the Americas, New York, New York
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10036 |
(Address of principal executive offices) |
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(Zip Code) |
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(212) 416-3400
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(Registrant’s telephone number, including area code) |
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_________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, par value $0.01 per share |
NWSA |
The Nasdaq Global Select Market |
Class B Common Stock, par value $0.01 per share |
NWS |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
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No
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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
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No
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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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
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No
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As of April 29, 2022, 388,468,625 shares of Class A
Common Stock and 197,272,963 shares of Class B
Common Stock were outstanding.
NEWS CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; millions, except per share amounts)
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For the three months ended
March 31, |
|
For the nine months ended
March 31, |
|
Notes |
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenues: |
|
|
|
|
|
|
|
|
Circulation and subscription |
|
$ |
1,099 |
|
|
$ |
1,076 |
|
|
$ |
3,248 |
|
|
$ |
3,108 |
|
Advertising |
|
418 |
|
|
374 |
|
|
1,342 |
|
|
1,154 |
|
Consumer |
|
497 |
|
|
472 |
|
|
1,615 |
|
|
1,436 |
|
Real estate |
|
316 |
|
|
291 |
|
|
988 |
|
|
807 |
|
Other |
|
162 |
|
|
122 |
|
|
518 |
|
|
361 |
|
Total Revenues |
2 |
2,492 |
|
|
2,335 |
|
|
7,711 |
|
|
6,866 |
|
Operating expenses |
|
(1,246) |
|
|
(1,186) |
|
|
(3,769) |
|
|
(3,548) |
|
Selling, general and administrative |
|
(888) |
|
|
(851) |
|
|
(2,588) |
|
|
(2,255) |
|
Depreciation and amortization |
|
(172) |
|
|
(173) |
|
|
(505) |
|
|
(504) |
|
Impairment and restructuring charges |
4 |
(37) |
|
|
(30) |
|
|
(82) |
|
|
(93) |
|
Equity losses of affiliates |
5 |
(4) |
|
|
(5) |
|
|
(10) |
|
|
(9) |
|
Interest expense, net |
|
(25) |
|
|
(12) |
|
|
(68) |
|
|
(32) |
|
Other, net |
13 |
13 |
|
|
61 |
|
|
143 |
|
|
132 |
|
Income before income tax expense |
|
133 |
|
|
139 |
|
|
832 |
|
|
557 |
|
Income tax expense |
11 |
(29) |
|
|
(43) |
|
|
(199) |
|
|
(153) |
|
Net income |
|
104 |
|
|
96 |
|
|
633 |
|
|
404 |
|
Less: Net income attributable to noncontrolling
interests |
|
(22) |
|
|
(17) |
|
|
(120) |
|
|
(60) |
|
Net income attributable to News Corporation
stockholders |
|
$ |
82 |
|
|
$ |
79 |
|
|
$ |
513 |
|
|
$ |
344 |
|
Net income attributable to News Corporation stockholders per
share: |
9 |
|
|
|
|
|
|
|
Basic |
|
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.87 |
|
|
$ |
0.58 |
|
Diluted |
|
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.86 |
|
|
$ |
0.58 |
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
March 31, |
|
For the nine months ended
March 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Net income |
$ |
104 |
|
|
$ |
96 |
|
|
$ |
633 |
|
|
$ |
404 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
111 |
|
|
28 |
|
|
(89) |
|
|
450 |
|
Net change in the fair value of cash flow hedges(a)
|
7 |
|
|
— |
|
|
9 |
|
|
(2) |
|
Benefit plan adjustments, net(b)
|
5 |
|
|
1 |
|
|
17 |
|
|
2 |
|
Other comprehensive income (loss) |
123 |
|
|
29 |
|
|
(63) |
|
|
450 |
|
Comprehensive income |
227 |
|
|
125 |
|
|
570 |
|
|
854 |
|
Less: Net income attributable to noncontrolling
interests |
(22) |
|
|
(17) |
|
|
(120) |
|
|
(60) |
|
Less: Other comprehensive (income) loss attributable to
noncontrolling interests(c)
|
(35) |
|
|
(4) |
|
|
3 |
|
|
(84) |
|
Comprehensive income attributable to News Corporation
stockholders |
$ |
170 |
|
|
$ |
104 |
|
|
$ |
453 |
|
|
$ |
710 |
|
(a) Net of income tax expense of nil for
both the three months ended March 31, 2022 and 2021, and income tax
expense of $1 million and nil for the nine months ended March 31,
2022 and 2021, respectively.
(b) Net of income tax expense of $1 million
and nil for the three months ended March 31, 2022 and 2021,
respectively, and income tax expense of $5 million and nil for the
nine months ended March 31, 2022 and 2021,
respectively.
(c) Primarily
consists of foreign currency translation adjustment.
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
NEWS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
|
|
(unaudited) |
|
(audited) |
Assets: |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
|
$ |
1,865 |
|
|
$ |
2,236 |
|
Receivables, net |
13 |
|
1,532 |
|
|
1,498 |
|
Inventory, net |
|
|
308 |
|
|
253 |
|
Other current assets |
|
|
457 |
|
|
469 |
|
Total current assets |
|
|
4,162 |
|
|
4,456 |
|
Non-current assets: |
|
|
|
|
|
Investments |
5 |
|
564 |
|
|
351 |
|
Property, plant and equipment, net |
|
|
2,167 |
|
|
2,272 |
|
Operating lease right-of-use assets |
|
|
976 |
|
|
1,035 |
|
Intangible assets, net |
|
|
2,651 |
|
|
2,179 |
|
Goodwill |
|
|
5,174 |
|
|
4,653 |
|
Deferred income tax assets |
11 |
|
273 |
|
|
378 |
|
Other non-current assets |
13 |
|
1,452 |
|
|
1,447 |
|
Total assets |
|
|
$ |
17,419 |
|
|
$ |
16,771 |
|
Liabilities and Equity: |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
|
|
$ |
317 |
|
|
$ |
321 |
|
Accrued expenses |
|
|
1,285 |
|
|
1,339 |
|
Deferred revenue |
2 |
|
528 |
|
|
473 |
|
Current borrowings |
6 |
|
306 |
|
|
28 |
|
Other current liabilities |
13 |
|
1,091 |
|
|
1,073 |
|
Total current liabilities |
|
|
3,527 |
|
|
3,234 |
|
Non-current liabilities: |
|
|
|
|
|
Borrowings |
6 |
|
2,496 |
|
|
2,285 |
|
Retirement benefit obligations |
|
|
197 |
|
|
211 |
|
Deferred income tax liabilities |
11 |
|
230 |
|
|
260 |
|
Operating lease liabilities |
|
|
1,040 |
|
|
1,116 |
|
Other non-current liabilities |
|
|
513 |
|
|
519 |
|
Commitments and contingencies |
10 |
|
|
|
|
Class A common stock(a)
|
|
|
4 |
|
|
4 |
|
Class B common stock(b)
|
|
|
2 |
|
|
2 |
|
Additional paid-in capital |
|
|
11,823 |
|
|
12,057 |
|
Accumulated deficit |
|
|
(2,403) |
|
|
(2,911) |
|
Accumulated other comprehensive loss |
|
|
(1,001) |
|
|
(941) |
|
Total News Corporation stockholders’ equity |
|
|
8,425 |
|
|
8,211 |
|
Noncontrolling interests |
|
|
991 |
|
|
935 |
|
Total equity |
7 |
|
9,416 |
|
|
9,146 |
|
Total liabilities and equity |
|
|
$ |
17,419 |
|
|
$ |
16,771 |
|
(a) Class
A common stock,
$0.01 par value per share (“Class A Common Stock”),
1,500,000,000 shares authorized, 389,442,082 and
391,212,047 shares issued and outstanding, net of
27,368,413 treasury shares at par at March 31, 2022 and
June 30, 2021, respectively.
(b) Class
B common stock,
$0.01 par value per share (“Class B Common Stock”),
750,000,000 shares authorized, 197,755,081 and 199,630,240
shares issued and outstanding, net of 78,430,424 treasury
shares at par at March 31, 2022 and June 30, 2021,
respectively.
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
March 31, |
|
Notes |
2022 |
|
2021 |
Operating activities: |
|
|
|
|
Net income |
|
$ |
633 |
|
|
$ |
404 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
Depreciation and amortization |
|
505 |
|
|
504 |
|
Operating lease expense |
|
95 |
|
|
96 |
|
Equity losses of affiliates |
5 |
10 |
|
|
9 |
|
Cash distributions received from affiliates |
|
20 |
|
|
14 |
|
Impairment charges |
4 |
15 |
|
|
— |
|
Other, net |
13 |
(143) |
|
|
(132) |
|
Deferred income taxes and taxes payable |
11 |
69 |
|
|
33 |
|
Change in operating assets and liabilities, net of
acquisitions: |
|
|
|
|
Receivables and other assets |
|
(62) |
|
|
(67) |
|
Inventories, net |
|
(82) |
|
|
(21) |
|
Accounts payable and other liabilities |
|
(30) |
|
|
220 |
|
Net cash provided by operating activities |
|
1,030 |
|
|
1,060 |
|
Investing activities: |
|
|
|
|
Capital expenditures |
|
(315) |
|
|
(253) |
|
Acquisitions, net of cash acquired |
|
(1,167) |
|
|
(91) |
|
Investments in equity affiliates and other |
|
(99) |
|
|
(25) |
|
|
|
|
|
|
Proceeds from property, plant and equipment and other asset
dispositions |
|
(2) |
|
|
24 |
|
Other, net |
|
29 |
|
|
(1) |
|
Net cash used in investing activities |
|
(1,554) |
|
|
(346) |
|
Financing activities: |
|
|
|
|
Borrowings |
6 |
1,157 |
|
|
165 |
|
Repayment of borrowings |
6 |
(662) |
|
|
(326) |
|
Repurchase of shares |
7 |
(125) |
|
|
— |
|
Dividends paid |
|
(114) |
|
|
(104) |
|
Other, net |
|
(82) |
|
|
(64) |
|
Net cash provided by (used in) financing activities |
|
174 |
|
|
(329) |
|
Net change in cash and cash equivalents |
|
(350) |
|
|
385 |
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
2,236 |
|
|
1,517 |
|
Exchange movement on opening cash balance |
|
(21) |
|
|
72 |
|
Cash and cash equivalents, end of period |
|
$ |
1,865 |
|
|
$ |
1,974 |
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF
PRESENTATION
News Corporation (together with its subsidiaries, “News
Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global
diversified media and information services company comprised of
businesses across a range of media, including: digital real estate
services, subscription video services in Australia, news and
information services and book publishing.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the
Company, which are referred to herein as the “Consolidated
Financial Statements,” have been prepared in accordance with
generally accepted accounting principles in the United States of
America (“GAAP”) for interim financial information and with the
instructions to Form 10-Q and Article 10 of
Regulation S-X. In the opinion of management, all adjustments
consisting only of normal recurring adjustments necessary for a
fair presentation have been reflected in these Consolidated
Financial Statements. Operating results for the interim period
presented are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2022. The
preparation of the Company’s Consolidated Financial Statements in
conformity with GAAP requires management to make estimates and
assumptions that affect the amounts that are reported in the
Consolidated Financial Statements and accompanying disclosures.
Actual results could differ from those estimates.
Intercompany transactions and balances have been eliminated. Equity
investments in which the Company exercises significant influence
but does not exercise control and is not the primary beneficiary
are accounted for using the equity method. Investments in which the
Company is not able to exercise significant influence over the
investee are measured at fair value, if the fair value is readily
determinable. If an investment’s fair value is not readily
determinable, the Company will measure the investment at cost, less
any impairment, plus or minus changes resulting from observable
price changes in orderly transactions for an identical or similar
investment of the same issuer.
The consolidated statements of operations are referred to herein as
the “Statements of Operations.” The consolidated balance sheets are
referred to herein as the “Balance Sheets.” The consolidated
statements of cash flows are referred to herein as the “Statements
of Cash Flows.”
The accompanying Consolidated Financial Statements and notes
thereto should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the fiscal year ended
June 30, 2021 as filed with the Securities and Exchange
Commission (the “SEC”) on August 10, 2021 (the “2021
Form 10-K”).
The Company’s fiscal year ends on the Sunday closest to
June 30. Fiscal 2022 and fiscal 2021 include 53 and 52 weeks,
respectively. All references to the three and nine months ended
March 31, 2022 and 2021 relate to the three and nine months
ended March 27, 2022 and March 28, 2021, respectively. For
convenience purposes, the Company continues to date its
Consolidated Financial Statements as of March 31.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2019-12, “Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes”
(“ASU 2019-12”). The amendments in
ASU 2019-12 remove certain exceptions to the general
principles in Topic 740 and simplify other areas of Topic 740
including the accounting for and recognition of intraperiod tax
allocation, deferred tax liabilities for outside basis differences
for certain foreign subsidiaries, year-to-date losses in
interim periods, deferred tax assets for goodwill in business
combinations and franchise taxes in income tax expense. The Company
adopted ASU 2019-12 on a prospective basis as of
July 1, 2021 and the adoption did not have a material effect
on the Company’s Consolidated Financial Statements.
In October 2021, the FASB issued ASU 2021-08, “Business
Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers” (“ASU
2021-08”). The amendments in ASU 2021-08 require that an entity
(acquirer) recognize and measure contract assets and contract
liabilities acquired in a business combination in accordance with
Accounting Standards Codification 606, “Revenue From Contracts with
Customers.” The Company elected to early adopt ASU 2021-08 on a
prospective basis during the second quarter of fiscal 2022 (which
includes retroactive adoptions for any acquisitions in the current
fiscal year). The adoption did not have a material effect on the
Company’s Consolidated Financial Statements.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 2. REVENUES
The following tables present the Company’s disaggregated
revenues by type and segment for the three and nine months ended
March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2022 |
|
Digital Real
Estate
Services |
|
Subscription
Video
Services |
|
Dow Jones |
|
Book
Publishing |
|
News Media |
|
Other |
|
Total
Revenues |
|
(in millions) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Circulation and subscription |
$ |
3 |
|
|
$ |
434 |
|
|
$ |
377 |
|
|
$ |
— |
|
|
$ |
285 |
|
|
$ |
— |
|
|
$ |
1,099 |
|
Advertising |
33 |
|
|
51 |
|
|
102 |
|
|
— |
|
|
232 |
|
|
— |
|
|
418 |
|
Consumer |
— |
|
|
— |
|
|
— |
|
|
497 |
|
|
— |
|
|
— |
|
|
497 |
|
Real estate |
316 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
316 |
|
Other |
64 |
|
|
9 |
|
|
8 |
|
|
18 |
|
|
63 |
|
|
— |
|
|
162 |
|
Total Revenues |
$ |
416 |
|
|
$ |
494 |
|
|
$ |
487 |
|
|
$ |
515 |
|
|
$ |
580 |
|
|
$ |
— |
|
|
$ |
2,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2021 |
|
Digital Real
Estate
Services |
|
Subscription
Video
Services |
|
Dow Jones |
|
Book
Publishing |
|
News Media |
|
Other |
|
Total
Revenues |
|
(in millions) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Circulation and subscription |
$ |
6 |
|
|
$ |
469 |
|
|
$ |
329 |
|
|
$ |
— |
|
|
$ |
272 |
|
|
$ |
— |
|
|
$ |
1,076 |
|
Advertising |
31 |
|
|
46 |
|
|
85 |
|
|
— |
|
|
212 |
|
|
— |
|
|
374 |
|
Consumer |
— |
|
|
— |
|
|
— |
|
|
472 |
|
|
— |
|
|
— |
|
|
472 |
|
Real estate |
291 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
291 |
|
Other |
23 |
|
|
8 |
|
|
7 |
|
|
18 |
|
|
66 |
|
|
— |
|
|
122 |
|
Total Revenues |
$ |
351 |
|
|
$ |
523 |
|
|
$ |
421 |
|
|
$ |
490 |
|
|
$ |
550 |
|
|
$ |
— |
|
|
$ |
2,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended March 31, 2022 |
|
Digital Real
Estate
Services |
|
Subscription
Video
Services |
|
Dow Jones |
|
Book
Publishing |
|
News Media |
|
Other |
|
Total
Revenues |
|
(in millions) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Circulation and subscription |
$ |
9 |
|
|
$ |
1,307 |
|
|
$ |
1,082 |
|
|
$ |
— |
|
|
$ |
850 |
|
|
$ |
— |
|
|
$ |
3,248 |
|
Advertising |
99 |
|
|
165 |
|
|
333 |
|
|
— |
|
|
745 |
|
|
— |
|
|
1,342 |
|
Consumer |
— |
|
|
— |
|
|
— |
|
|
1,615 |
|
|
— |
|
|
— |
|
|
1,615 |
|
Real estate |
988 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
988 |
|
Other |
202 |
|
|
30 |
|
|
24 |
|
|
63 |
|
|
199 |
|
|
— |
|
|
518 |
|
Total Revenues |
$ |
1,298 |
|
|
$ |
1,502 |
|
|
$ |
1,439 |
|
|
$ |
1,678 |
|
|
$ |
1,794 |
|
|
$ |
— |
|
|
$ |
7,711 |
|
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended March 31, 2021 |
|
Digital Real
Estate
Services |
|
Subscription
Video
Services |
|
Dow Jones |
|
Book
Publishing |
|
News Media |
|
Other |
|
Total
Revenues |
|
(in millions) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Circulation and subscription |
$ |
22 |
|
|
$ |
1,352 |
|
|
$ |
959 |
|
|
$ |
— |
|
|
$ |
775 |
|
|
$ |
— |
|
|
$ |
3,108 |
|
Advertising |
89 |
|
|
151 |
|
|
270 |
|
|
— |
|
|
644 |
|
|
— |
|
|
1,154 |
|
Consumer |
— |
|
|
— |
|
|
— |
|
|
1,436 |
|
|
— |
|
|
— |
|
|
1,436 |
|
Real estate |
807 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
807 |
|
Other |
62 |
|
|
27 |
|
|
24 |
|
|
56 |
|
|
191 |
|
|
1 |
|
|
361 |
|
Total Revenues |
$ |
980 |
|
|
$ |
1,530 |
|
|
$ |
1,253 |
|
|
$ |
1,492 |
|
|
$ |
1,610 |
|
|
$ |
1 |
|
|
$ |
6,866 |
|
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 nine months ended
March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
March 31, |
|
For the nine months ended
March 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in millions) |
Balance, beginning of period |
$ |
462 |
|
|
$ |
400 |
|
|
$ |
473 |
|
|
$ |
398 |
|
Deferral of revenue |
900 |
|
|
823 |
|
|
2,574 |
|
|
2,285 |
|
Recognition of deferred revenue(a)
|
(841) |
|
|
(780) |
|
|
(2,519) |
|
|
(2,260) |
|
Other |
7 |
|
|
6 |
|
|
— |
|
|
26 |
|
Balance, end of period |
$ |
528 |
|
|
$ |
449 |
|
|
$ |
528 |
|
|
$ |
449 |
|
(a)For
the three and nine months ended March 31, 2022, the Company
recognized $271 million and $414 million, respectively, of revenue
which was included in the opening deferred revenue balance. For the
three and nine months ended March 31, 2021, the Company
recognized $224 million and $359 million, respectively, of revenue
which was included in the opening deferred revenue
balance.
Contract assets were immaterial for disclosure as of March 31,
2022 and 2021.
Other revenue disclosures
The Company typically expenses sales commissions to obtain a
customer contract as incurred as the amortization period is 12
months or less. These costs are recorded within Selling, general
and administrative in the Statements of Operations. The Company
also does not capitalize significant financing components when the
transfer of the good or service is paid within 12 months or less,
or the receipt of consideration is received within 12 months or
less of the transfer of the good or service.
For the three and nine months ended March 31, 2022, the
Company recognized approximately $107 million and $296 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 March 31, 2022 was approximately $1,127
million, of which approximately $146 million is expected to be
recognized over the remainder of fiscal 2022, approximately $377
million is expected to be recognized in fiscal 2023 and
approximately $279 million is expected to be recognized in fiscal
2024, with the remainder to be recognized thereafter. These amounts
do not include (i) contracts with an expected duration
of one year or less, (ii) contracts for which
variable consideration is determined based on the customer’s
subsequent sale or usage and (iii) variable consideration
allocated to performance obligations accounted for under the series
guidance that meets the allocation objective under Accounting
Standards Codification (“ASC”) 606, “Revenue From Contracts With
Customers.”
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 3. ACQUISITIONS
Investor’s Business Daily
In May 2021, the Company acquired Investor’s Business Daily (“IBD”)
for $275 million in cash. IBD is a digital-first financial
news and research business with unique investing content,
analytical products and educational resources, including the
Investors.com website. The acquisition expands Dow Jones’s
offerings with the addition of proprietary data and tools to help
professional and retail investors identify top-performing stocks.
IBD is operated by Dow Jones, and its results are included within
the Dow Jones segment.
The purchase price allocation has been prepared on a preliminary
basis and changes to the preliminary purchase price allocations may
occur as additional information concerning asset and liability
valuations is finalized. As a result of the acquisition, the
Company recorded net tangible liabilities of approximately
$16 million primarily related to deferred revenue and
approximately $123 million of identifiable intangible assets,
consisting primarily of approximately $51 million related to
the IBD tradename with an indefinite life, approximately
$43 million of subscriber relationships with a useful life of
seven years and approximately $20 million related to
technology with a useful life of seven years. In accordance with
ASC 350, “Intangibles—Goodwill and Other” (“ASC 350”), the excess
of the total consideration over the fair values of the net tangible
and intangible assets of approximately $166 million was
recorded as goodwill on the transaction.
HMH Books & Media
In May 2021, the Company acquired the Books & Media segment of
Houghton Mifflin Harcourt (“HMH Books & Media”) for
$349 million in cash. HMH Books & Media publishes renowned
and awarded children’s, young adult, fiction, non-fiction, culinary
and reference titles. The acquisition adds an extensive and
successful backlist, a strong frontlist in the lifestyle and
children’s segments and a productions business that provides
opportunities to expand HarperCollins’s intellectual property
across different formats. HMH Books & Media is a subsidiary of
HarperCollins and its results are included in the Book Publishing
segment.
The purchase price allocation has been prepared on a preliminary
basis and changes to the preliminary purchase price allocations may
occur as additional information concerning asset and liability
valuations is finalized. As a result of the acquisition, the
Company recorded net tangible assets of approximately
$82 million, primarily consisting of accounts receivable,
accounts payable, author advances and royalty payables and
inventory. In addition, the Company recorded approximately
$141 million of intangible assets, consisting primarily of
$104 million of publishing rights for backlist titles with a
useful life of nine years and $32 million of publishing
licenses with a useful life of nine years. In accordance with ASC
350, the excess of the total consideration over the fair values of
the net tangible and intangible assets of approximately
$126 million was recorded as goodwill on the
transaction.
Mortgage Choice
In June 2021, REA Group acquired Mortgage Choice Limited (“Mortgage
Choice”) for approximately A$244 million in cash
(approximately $183 million based on exchange rates as of the
closing date), funded by an increase in REA Group’s debt
facilities. Control was transferred and the acquisition became
effective and binding on Mortgage Choice shareholders on June 18,
2021 upon court approval. Mortgage Choice is a leading Australian
mortgage broking business, and the acquisition complements REA
Group’s existing Smartline broker footprint and accelerates REA
Group’s financial services strategy to establish a leading mortgage
broking business with national scale. Mortgage Choice is a
subsidiary of REA Group and its results are included in the Digital
Real Estate Services segment.
The purchase price allocation has been prepared on a preliminary
basis and changes to the preliminary purchase price allocations may
occur as additional information concerning asset and liability
valuations is finalized. As a result of the acquisition, the
Company recorded net tangible assets of A$75 million
(US$57 million) consisting primarily of commission contract
receivables and payables and approximately A$74 million
(US$56 million) of identifiable intangible assets, consisting
of A$46 million (US$35 million) related to franchisee
relationships with a useful life of 17 years, A$17 million
(US$13 million) of software with useful lives ranging from
one to five years and A$11 million (US$8 million)
primarily related to the Mortgage Choice tradenames with indefinite
lives. In accordance with ASC 350, the excess of the total
consideration over the fair values of the net tangible and
intangible assets of approximately A$95 million
(US$72 million) was recorded as goodwill on the
transaction.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Agreement to acquire Base Chemicals
In December 2021, the Company entered into an agreement to acquire
the Base Chemicals business (“Base Chemicals”) from S&P Global
Inc. (“S&P”) and IHS Markit Ltd. (“IHS”) for $295 million
in cash, subject to customary purchase price adjustments. Base
Chemicals provides pricing data, insights, analysis and forecasting
for key base chemicals through its leading Market Advisory and
World Analysis services. Base Chemicals will be a subsidiary of Dow
Jones, and its results will be included in the Dow Jones segment.
The acquisition is subject to customary closing conditions,
including regulatory approvals, and is expected to close in the
fourth quarter of fiscal 2022.
OPIS
In February 2022, the Company acquired the Oil Price Information
Service business and related assets (“OPIS”) from S&P and IHS
for $1.15 billion in cash, subject to customary purchase price
adjustments. OPIS is a global industry standard for benchmark and
reference pricing and news and analytics for the oil, natural gas
liquids and biofuels industries. The business also provides pricing
and news and analytics for the coal, mining and metals end markets
and insights and analytics in renewables and carbon pricing. The
acquisition enables Dow Jones to become a leading provider of
energy and renewables information and furthers its goal of building
the leading global business news and information platform for
professionals. OPIS is a subsidiary of Dow Jones, and its results
are included in the Dow Jones segment.
The purchase price allocation has been prepared on a preliminary
basis and changes to the preliminary purchase price allocations may
occur as additional information concerning asset and liability
valuations is finalized. As a result of the acquisition, the
Company recorded net tangible liabilities of approximately
$1 million primarily related to deferred revenue and accounts
receivable and $621 million of identifiable intangible assets,
consisting primarily of $528 million of customer relationships
with a useful life of 20 years, $55 million in tradenames,
including $49 million related to the OPIS tradename with an
indefinite life and $38 million related to technology with a
weighted average useful life of six years. In accordance with ASC
350, the excess of the total consideration over the fair values of
the net tangible and intangible assets of $536 million was
recorded as goodwill on the transaction.
NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES
Fiscal 2022 Impairment
During
the three and nine months ended March 31, 2022, the Company
recognized non-cash impairment charges of $15 million related to
the write-down of fixed assets associated with the shutdown and
anticipated sale of certain U.S. printing facilities at the Dow
Jones segment.
Fiscal 2022 Restructuring
During the three and nine months ended March 31, 2022, the
Company recorded restructuring charges of $22 million and $67
million, respectively, of which $5 million and $29 million,
respectively, related to the News Media segment. The restructuring
charges recorded in fiscal 2022 primarily related to employee
termination benefits.
Fiscal 2021 Restructuring
During the three and nine months ended March 31, 2021, the
Company recorded restructuring charges of $30 million and $93
million, respectively, of which $18 million and $61 million,
respectively, related to the News Media segment. The restructuring
charges recorded in fiscal 2021 primarily related to employee
termination benefits and exit costs associated with the closure of
the Company’s Bronx print plant.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Changes in restructuring program liabilities were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
2022 |
|
2021 |
|
One time
employee
termination
benefits |
|
|
|
Other costs |
|
Total |
|
One time
employee
termination
benefits |
|
|
|
Other costs |
|
Total |
|
(in millions) |
Balance, beginning of period |
$ |
23 |
|
|
|
|
$ |
36 |
|
|
$ |
59 |
|
|
$ |
32 |
|
|
|
|
$ |
34 |
|
|
$ |
66 |
|
Additions |
9 |
|
|
|
|
13 |
|
|
22 |
|
|
20 |
|
|
|
|
10 |
|
|
30 |
|
Payments |
(15) |
|
|
|
|
(8) |
|
|
(23) |
|
|
(12) |
|
|
|
|
(8) |
|
|
(20) |
|
Other |
(2) |
|
|
|
|
— |
|
|
(2) |
|
|
(2) |
|
|
|
|
— |
|
|
(2) |
|
Balance, end of period |
$ |
15 |
|
|
|
|
$ |
41 |
|
|
$ |
56 |
|
|
$ |
38 |
|
|
|
|
$ |
36 |
|
|
$ |
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended March 31, |
|
2022 |
|
2021 |
|
One time
employee
termination
benefits |
|
|
|
Other costs |
|
Total |
|
One time
employee
termination
benefits |
|
|
|
Other costs |
|
Total |
|
(in millions) |
Balance, beginning of period |
$ |
51 |
|
|
|
|
$ |
35 |
|
|
$ |
86 |
|
|
$ |
64 |
|
|
|
|
$ |
9 |
|
|
$ |
73 |
|
Additions |
46 |
|
|
|
|
21 |
|
|
67 |
|
|
55 |
|
|
|
|
38 |
|
|
93 |
|
Payments |
(80) |
|
|
|
|
(15) |
|
|
(95) |
|
|
(81) |
|
|
|
|
(11) |
|
|
(92) |
|
Other |
(2) |
|
|
|
|
— |
|
|
(2) |
|
|
— |
|
|
|
|
— |
|
|
— |
|
Balance, end of period |
$ |
15 |
|
|
|
|
$ |
41 |
|
|
$ |
56 |
|
|
$ |
38 |
|
|
|
|
$ |
36 |
|
|
$ |
74 |
|
As of March 31, 2022, restructuring liabilities of
approximately $29 million were included in the Balance Sheet in
Other current liabilities and $27 million were included in
Other non-current liabilities.
NOTE 5. INVESTMENTS
The Company’s investments were comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership Percentage as of March 31, 2022 |
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
|
|
(in millions) |
Equity method investments(a)
|
various |
|
$ |
279 |
|
|
$ |
71 |
|
Equity securities(b)
|
various |
|
285 |
|
|
280 |
|
Total Investments |
|
|
$ |
564 |
|
|
$ |
351 |
|
(a)In
the first quarter of fiscal 2022, REA Group acquired an 18%
interest (16.6% on a diluted basis) in PropertyGuru Pte. Ltd.
(“PropertyGuru”), a leading digital property technology company
operating marketplaces in Southeast Asia, in exchange for all
shares of REA Group’s entities in Malaysia and Thailand. During the
three months ended March 31, 2022, PropertyGuru completed its
merger with Bridgetown 2 Holdings Limited. As a result of the
merger and subsequent investments made in connection with the
transaction, REA Group’s ownership interest in PropertyGuru was
diluted to 17.5% as of March 31, 2022 and a gain of approximately
$15 million was recorded in Other, net.
(b)Equity
securities are primarily comprised of Tremor, certain investments
in China and the Company’s investment in HT&E Limited, which
operates a portfolio of Australian radio and outdoor media
assets.
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
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
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
March 31, |
|
For the nine months ended
March 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in millions) |
|
(in millions) |
Total (losses) gains recognized on equity securities |
$ |
(18) |
|
|
$ |
31 |
|
|
$ |
1 |
|
|
$ |
73 |
|
Less: Net gains recognized on equity securities sold |
— |
|
|
— |
|
|
— |
|
|
— |
|
Unrealized (losses) gains recognized on equity securities held at
end of period |
$ |
(18) |
|
|
$ |
31 |
|
|
$ |
1 |
|
|
$ |
73 |
|
Equity Losses of Affiliates
The Company’s share of the losses of its equity affiliates was
$4 million and $10 million for the three and nine months
ended March 31, 2022, respectively, and $5 million and
$9 million, respectively, for the corresponding periods of
fiscal 2021.
NOTE 6. BORROWINGS
The Company’s total borrowings consist of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate at March 31, 2022 |
|
Maturity at March 31, 2022 |
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
|
|
|
|
(in millions)
|
News Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 Senior notes |
5.125 |
% |
|
Feb 15, 2032 |
|
$ |
492 |
|
|
$ |
— |
|
2021 Senior notes |
3.875 |
% |
|
May 15, 2029 |
|
987 |
|
|
985 |
|
Foxtel Group(a)
|
|
|
|
|
|
|
|
2019 Credit facility(b)
|
2.76 |
% |
|
May 31, 2024 |
|
225 |
|
|
232 |
|
2019 Term loan facility |
6.25 |
% |
|
Nov 22, 2024 |
|
188 |
|
|
190 |
|
2017 Working capital facility(b)
|
2.76 |
% |
|
May 31, 2024 |
|
— |
|
|
— |
|
Telstra Facility |
7.87 |
% |
|
Dec 22, 2027 |
|
91 |
|
|
60 |
|
2012 US private placement — USD portion — tranche
2(c)
|
4.27 |
% |
|
Jul 25, 2022 |
|
203 |
|
|
202 |
|
2012 US private placement — USD portion — tranche
3(c)
|
4.42 |
% |
|
Jul 25, 2024 |
|
152 |
|
|
152 |
|
2012 US private placement — AUD portion |
7.04 |
% |
|
Jul 25, 2022 |
|
76 |
|
|
78 |
|
REA Group(a)
|
|
|
|
|
|
|
|
2021 Bridge facility |
— |
% |
|
Jul 31, 2022 |
|
— |
|
|
314 |
|
2022 Credit facility — tranche 1(d)
|
1.20 |
% |
|
Sep 16, 2024 |
|
301 |
|
|
— |
|
2022 Credit facility — tranche 2(d)
|
1.35 |
% |
|
Sep 16, 2025 |
|
9 |
|
|
— |
|
Finance lease and other liabilities |
|
|
|
|
78 |
|
|
100 |
|
Total borrowings |
|
|
|
|
2,802 |
|
|
2,313 |
|
Less: current portion(e)
|
|
|
|
|
(306) |
|
|
(28) |
|
Long-term borrowings
|
|
|
|
|
$ |
2,496 |
|
|
$ |
2,285 |
|
(a)These
borrowings were incurred by certain subsidiaries of NXE Australia
Pty Limited (the “Foxtel Group” and together with such
subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of
its subsidiaries (REA Group and certain of its subsidiaries, the
“REA Debt Group”), consolidated but non wholly-owned subsidiaries
of News Corp, and are only guaranteed by the Foxtel Group and REA
Group and their respective subsidiaries, as applicable, and are
non-recourse to News Corp.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(b)As
of March 31, 2022, the Foxtel Debt Group had undrawn
commitments of A$339 million available under these
facilities.
(c)The
carrying values of the borrowings include any fair value
adjustments related to the Company’s fair value hedges. See Note
8—Financial Instruments and Fair Value Measurements.
(d)As
of March 31, 2022, REA Group had total undrawn commitments of
A$187 million available under the 2022 Credit Facility (as defined
below).
(e)The
Company classifies the current portion of long term debt as
non-current liabilities on the Balance Sheets when it has the
intent and ability to refinance the obligation on a long-term
basis, in accordance with ASC 470-50 “Debt.” $27 million and $28
million relates to the current portion of finance lease liabilities
as of March 31, 2022 and June 30, 2021,
respectively.
News Corporation Borrowings
2022 Senior Notes
In February 2022, the Company issued $500 million of senior
notes due 2032 (the “2022 Senior Notes”). The 2022 Senior Notes
bear interest at a fixed rate of 5.125% per annum, payable in cash
semi-annually on February 15 and August 15 of each year, commencing
on August 15, 2022. The notes will mature on February 15,
2032.
The 2022 Senior Notes are the senior unsecured obligations of the
Company and rank equally in right of payment with the Company’s
existing and future senior debt, including the 2021 Senior notes
and its Term A Loan (as defined below) and revolving credit
facilities, which are described below. The Company may redeem all
or a part of the 2022 Senior Notes upon payment of the redemption
prices and applicable premiums, if any, set forth in the indenture
governing the 2022 Senior Notes (the “Indenture”), plus any accrued
and unpaid interest. In addition, prior to February 15, 2025, the
Company may redeem up to 40% of the aggregate principal amount of
the 2022 Senior Notes with the net cash proceeds of certain equity
offerings at the redemption price set forth in the Indenture, plus
any accrued and unpaid interest. In the event of specified change
in control events, the Company must offer to purchase the
outstanding 2022 Senior Notes from the holders at a purchase price
equal to 101% of the principal amount, plus any accrued and unpaid
interest.
There are no financial maintenance covenants with respect to the
2022 Senior Notes. The Indenture contains other covenants that,
among other things and subject to certain exceptions, (i) limit the
Company’s ability and the ability of its subsidiaries to incur any
liens securing indebtedness for borrowed money and (ii) limit the
Company’s ability to consolidate or merge with or into another
person or sell or otherwise dispose of all or substantially all of
the assets of the Company and its subsidiaries (taken as a
whole).
Term Loan A and Revolving Credit Facilities
On March 29, 2022, the Company terminated its existing unsecured
$750 million revolving credit facility and entered into a new
credit agreement (the “2022 Credit Agreement”) that provides for
$1,250 million of unsecured credit facilities comprised of a
$500 million unsecured term loan A credit facility (the “Term
A Facility” and the loans under the Term A Facility are
collectively referred to as “Term A Loans”) and a $750 million
unsecured revolving credit facility (the “Revolving Facility” and,
together with the Term A Facility, the “Facilities”) that can be
used for general corporate purposes. The Revolving Facility has a
sublimit of $100 million available for issuances of letters of
credit. Under the 2022 Credit Agreement, the Company may request
increases with respect to either Facility in an aggregate principal
amount not to exceed $250 million.
The Term A Loans will amortize in equal quarterly installments in
an aggregate annual amount equal to 0.0%, 2.5%, 2.5%, 5.0% and
5.0%, respectively, of the original principal amount of the Term A
Facility for each 12-month period commencing on June 30, 2022. The
loans under the Revolving Facility will not amortize. All amounts
under the 2022 Credit Agreement with respect to the Facilities are
due on March 31, 2027, unless earlier terminated in the
circumstances set forth in the 2022 Credit Agreement. The Company
may request that the maturity date of the Term A Facility be
extended under certain circumstances as set forth in the 2022
Credit Agreement by at least one year. The Company may also request
that the maturity date of the revolving credit commitments under
the Revolving Facility be extended under certain circumstances as
set forth in the 2022 Credit Agreement for up to two additional
one-year periods.
Interest on borrowings is based on either (a) an Alternative
Currency Term Rate formula, (b) a Term SOFR formula, (c) an
Alternative Currency Daily Rate formula ((a) through (c) each, a
“Relevant Rate”) or (d) the Base Rate formula, each as set forth in
the 2022 Credit Agreement. The applicable margin for borrowings
under the Facilities and the commitment fee for
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
undrawn balances under the Revolving Facility are based on the
pricing grid in the 2022 Credit Agreement, which varies based on
the Company’s adjusted operating income net leverage ratio. At
inception, the Company was paying a commitment fee of 0.20% on any
undrawn balance under the Revolving Facility and, with respect to
any outstanding borrowings under the Facilities, an applicable
margin of 0.375% for a Base Rate borrowing and 1.375% for a
Relevant Rate borrowing. The Company entered into an interest rate
swap derivative to fix the floating rate interest component of its
Term A Loans at 2.083%. Refer to Note 8—Financial Instruments and
Fair Value Measurements for further detail.
The Company borrowed the full amount of the Term A Facility on
March 31, 2022 (during the fourth quarter of fiscal 2022) and had
not borrowed any funds under the Revolving Facility as of that
date.
The 2022 Credit Agreement contains certain customary affirmative
and negative covenants and events of default with customary
exceptions, including limitations on the ability of the Company and
the Company’s subsidiaries to engage in transactions with
affiliates, incur liens, merge into or consolidate with any other
entity, incur subsidiary debt or dispose of all or substantially
all of its assets or all or substantially all of the stock of all
subsidiaries taken as a whole. In addition, the 2022 Credit
Agreement requires the Company to maintain an adjusted operating
income net leverage ratio of not more than 3.0 to 1.0, subject to
certain adjustments following a material acquisition, and a net
interest coverage ratio of not less than 3.0 to 1.0.
REA Group Refinancing
During the nine months ended March 31, 2022, REA Group completed a
debt refinancing in which it repaid all amounts outstanding under
its 2021 Bridge facility with the proceeds from a new
A$600 million unsecured syndicated credit facility (the “2022
Credit Facility”) consisting of two sub-facilities: (i) a three
year, A$400 million revolving loan facility (the “2022 Credit
facility — tranche 1”) and (ii) a four year, A$200 million
revolving loan facility (the “2022 Credit facility — tranche 2”).
REA Group may request increases in the amount of the 2022 Credit
Facility up to a maximum amount of A$500 million, subject to
the terms and limitations set forth in the syndicated facility
agreement.
Borrowings under the 2022 Credit facility — tranche 1 accrue
interest at a rate of the Australian BBSY plus a margin of between
1.00% and 2.10%, depending on REA Group’s net leverage ratio.
Borrowings under the 2022 Credit facility — tranche 2 accrue
interest at a rate of the Australian BBSY plus a margin of between
1.15% and 2.25%, depending on REA Group’s net leverage ratio. Both
tranches carry a commitment fee of 40% of the applicable margin on
any undrawn balance.
The 2022 Credit Facility requires REA Group to maintain (i) a net
leverage ratio of not more than 3.5 to 1.0 and (ii) an interest
coverage ratio of not less than 3.0 to 1.0. The syndicated facility
agreement also contains certain other customary affirmative and
negative covenants. Subject to certain exceptions, these covenants
restrict or prohibit REA Group and its subsidiaries from, among
other things, incurring or guaranteeing debt, disposing of certain
properties or assets, merging or consolidating with any other
person, making financial accommodation available, entering into
certain other financing arrangements, creating or permitting
certain liens, engaging in non arms’ length transactions with
affiliates, undergoing fundamental business changes and making
restricted payments.
Covenants
The Company’s borrowings and those of its consolidated subsidiaries
contain customary representations, covenants and events of default,
including those discussed above and in the Company’s 2021 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 March 31, 2022.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 7. EQUITY
The following tables summarize changes in equity for the three and
nine months ended March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2022 |
|
Class A Common
Stock |
|
Class B Common
Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive
Loss |
|
Total
News
Corp
Equity |
|
Non-controlling
Interests |
|
Total
Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
(in millions) |
Balance, December 31, 2021 |
392 |
|
|
$ |
4 |
|
|
199 |
|
|
$ |
2 |
|
|
$ |
11,948 |
|
|
$ |
(2,482) |
|
|
$ |
(1,089) |
|
|
$ |
8,383 |
|
|
$ |
964 |
|
|
$ |
9,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
82 |
|
|
— |
|
|
82 |
|
|
22 |
|
|
104 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
88 |
|
|
88 |
|
|
35 |
|
|
123 |
|
Dividends
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(59) |
|
|
— |
|
|
— |
|
|
(59) |
|
|
(28) |
|
|
(87) |
|
Share repurchases |
(3) |
|
|
— |
|
|
(1) |
|
|
— |
|
|
(78) |
|
|
(3) |
|
|
— |
|
|
(81) |
|
|
— |
|
|
(81) |
|
Other
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12 |
|
|
— |
|
|
— |
|
|
12 |
|
|
(2) |
|
|
10 |
|
Balance, March 31, 2022 |
389 |
|
|
$ |
4 |
|
|
198 |
|
|
$ |
2 |
|
|
$ |
11,823 |
|
|
$ |
(2,403) |
|
|
$ |
(1,001) |
|
|
$ |
8,425 |
|
|
$ |
991 |
|
|
$ |
9,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2021 |
|
Class A Common
Stock |
|
Class B Common
Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive
Loss |
|
Total
News
Corp
Equity |
|
Non-controlling
Interests |
|
Total
Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
(in millions) |
Balance, December 31, 2020 |
391 |
|
|
$ |
4 |
|
|
200 |
|
|
$ |
2 |
|
|
$ |
12,091 |
|
|
$ |
(2,976) |
|
|
$ |
(990) |
|
|
$ |
8,131 |
|
|
$ |
943 |
|
|
$ |
9,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
79 |
|
|
— |
|
|
79 |
|
|
17 |
|
|
96 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25 |
|
|
25 |
|
|
4 |
|
|
29 |
|
Dividends
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(59) |
|
|
— |
|
|
— |
|
|
(59) |
|
|
(24) |
|
|
(83) |
|
Other
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12 |
|
|
— |
|
|
— |
|
|
12 |
|
|
1 |
|
|
13 |
|
Balance, March 31, 2021 |
391 |
|
|
$ |
4 |
|
|
200 |
|
|
$ |
2 |
|
|
$ |
12,044 |
|
|
$ |
(2,897) |
|
|
$ |
(965) |
|
|
$ |
8,188 |
|
|
$ |
941 |
|
|
$ |
9,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended March 31, 2022 |
|
Class A Common
Stock |
|
Class B Common
Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive
Loss |
|
Total
News
Corp
Equity |
|
Non-controlling
Interests |
|
Total
Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
(in millions) |
Balance, June 30, 2021 |
391 |
|
|
$ |
4 |
|
|
200 |
|
|
$ |
2 |
|
|
$ |
12,057 |
|
|
$ |
(2,911) |
|
|
$ |
(941) |
|
|
$ |
8,211 |
|
|
$ |
935 |
|
|
$ |
9,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
513 |
|
|
— |
|
|
513 |
|
|
120 |
|
|
633 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(60) |
|
|
(60) |
|
|
(3) |
|
|
(63) |
|
Dividends
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(118) |
|
|
— |
|
|
— |
|
|
(118) |
|
|
(55) |
|
|
(173) |
|
Share repurchases |
(4) |
|
|
— |
|
|
(2) |
|
|
— |
|
|
(122) |
|
|
(5) |
|
|
— |
|
|
(127) |
|
|
— |
|
|
(127) |
|
Other
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
|
— |
|
|
6 |
|
|
(6) |
|
|
— |
|
Balance, March 31, 2022 |
389 |
|
|
$ |
4 |
|
|
198 |
|
|
$ |
2 |
|
|
$ |
11,823 |
|
|
$ |
(2,403) |
|
|
$ |
(1,001) |
|
|
$ |
8,425 |
|
|
$ |
991 |
|
|
$ |
9,416 |
|
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended March 31, 2021 |
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive
Loss |
|
Total
News
Corp
Equity |
|
Non-controlling
Interests |
|
Total
Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
(in millions) |
Balance, June 30, 2020 |
389 |
|
|
$ |
4 |
|
|
200 |
|
|
$ |
2 |
|
|
$ |
12,148 |
|
|
$ |
(3,241) |
|
|
$ |
(1,331) |
|
|
$ |
7,582 |
|
|
$ |
807 |
|
|
$ |
8,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
344 |
|
|
— |
|
|
344 |
|
|
60 |
|
|
404 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
366 |
|
|
366 |
|
|
84 |
|
|
450 |
|
Dividends
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(118) |
|
|
— |
|
|
— |
|
|
(118) |
|
|
(45) |
|
|
(163) |
|
Other
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
14 |
|
|
— |
|
|
— |
|
|
14 |
|
|
35 |
|
|
49 |
|
Balance, March 31, 2021 |
391 |
|
|
$ |
4 |
|
|
200 |
|
|
$ |
2 |
|
|
$ |
12,044 |
|
|
$ |
(2,897) |
|
|
$ |
(965) |
|
|
$ |
8,188 |
|
|
$ |
941 |
|
|
$ |
9,129 |
|
Stock Repurchases
On September 22, 2021, the Company announced a new 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 Repurchase Program
replaces the Company’s $500 million Class A Common Stock
repurchase program approved by the Company’s Board of Directors
(the “Board of Directors”) in May 2013. 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
March 31, 2022, the remaining authorized amount under the
Repurchase Program was approximately
$873 million.
Stock repurchases commenced on November 9, 2021. During the three
and nine months ended March 31, 2022, the Company repurchased
and subsequently retired 2.5 million and 3.9 million shares of
Class A Common Stock for approximately $54 million and
$85 million, respectively, and 1.2 million and 1.9 million
shares of Class B Common Stock for approximately $27 million
and $42 million, respectively. The Company did not purchase
any of its Class A Common Stock or Class B Common Stock during
the nine months ended March 31, 2021.
Stockholder Rights Agreement
On September 21, 2021, the Company amended the Fourth Amended and
Restated Rights Agreement (as discussed in the Notes to the
Consolidated Financial Statements included in the 2021 Form 10-K)
(the “Rights Agreement”) to accelerate the expiration of the rights
under the Rights Agreement to 11:59 P.M. (New York City time) on
September 21, 2021, thereby terminating the Rights Agreement at
such time. On the same date, the Company also entered into a
stockholders agreement (the “Stockholders Agreement”) by and
between the Company and the Murdoch Family Trust (the “MFT”).
Pursuant to the Stockholders Agreement, the MFT and the Company
have agreed not to take actions that would result in the MFT and
Murdoch family members, including K. Rupert Murdoch, the Company’s
Executive Chairman, and Lachlan K. Murdoch, the Company’s
Co-Chairman, together owning more than 44% of the outstanding
voting power of the shares of the Company’s Class B Common Stock
(“Class B Shares”), or would increase the MFT’s voting power by
more than 1.75% in any rolling twelve-month period. The MFT would
forfeit votes in connection with an annual or special Company
stockholders meeting to the extent necessary to ensure that the MFT
and the Murdoch family collectively do not exceed 44% of the
outstanding voting power of the Class B Shares at such meeting,
except where a Murdoch family member votes their own shares
differently from the MFT on any matter. The Stockholders Agreement
will terminate upon the MFT’s distribution of all or substantially
all of its Class B Shares.
Dividends
In February 2022, 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 April 13, 2022 to
stockholders of record as of March 16, 2022. 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.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
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
measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
As of June 30, 2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
(in millions) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives - cash flow hedges |
$ |
— |
|
|
$ |
11 |
|
|
$ |
— |
|
|
$ |
11 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Cross-currency interest rate derivatives - fair value
hedges |
— |
|
|
17 |
|
|
— |
|
|
17 |
|
|
— |
|
|
18 |
|
|
— |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency interest rate derivatives |
— |
|
|
70 |
|
|
— |
|
|
70 |
|
|
— |
|
|
73 |
|
|
— |
|
|
73 |
|
Equity securities(a)
|
180 |
|
|
— |
|
|
105 |
|
|
285 |
|
|
164 |
|
|
— |
|
|
116 |
|
|
280 |
|
Total assets |
$ |
180 |
|
|
$ |
98 |
|
|
$ |
105 |
|
|
$ |
383 |
|
|
$ |
164 |
|
|
$ |
91 |
|
|
$ |
116 |
|
|
$ |
371 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives - cash flow hedges |
$ |
— |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency interest rate derivatives |
— |
|
|
4 |
|
|
— |
|
|
4 |
|
|
— |
|
|
13 |
|
|
— |
|
|
13 |
|
Total liabilities |
$ |
— |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
22 |
|
|
$ |
— |
|
|
$ |
22 |
|
(a)See
Note 5—Investments.
During the nine months ended March 31, 2022, the Company
reclassified its investment in an equity security from Level 3 to
Level 1 within the fair value hierarchy as the investment became
publicly traded in the first quarter of fiscal 2022.
Equity securities
The fair values of equity 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 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.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
A rollforward of the Company’s equity securities classified as
Level 3 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
March 31, |
|
2022 |
|
2021 |
|
(in millions) |
Balance - beginning of period
|
$ |
116 |
|
|
$ |
123 |
|
Additions |
17 |
|
|
10 |
|
|
|
|
|
Returns of capital |
(33) |
|
|
(7) |
|
Measurement adjustments |
23 |
|
|
21 |
|
Foreign exchange and other(a)
|
(18) |
|
|
(31) |
|
Balance - end of period |
$ |
105 |
|
|
$ |
116 |
|
(a) During the nine months ended
March 31, 2022, the Company reclassified its investment in an
equity security from Level 3 to Level 1 within the fair value
hierarchy as the investment became publicly traded in the first
quarter of fiscal 2022. During the three months ended December 31,
2020, the Company reclassified its investment in Tremor from Level
3 to Level 1 within the fair value hierarchy, as the sale
restrictions were expected to lapse within 12 months.
Derivative Instruments
The Company is directly and indirectly affected by risks associated
with changes in certain market conditions. When deemed appropriate,
the Company uses derivative instruments to mitigate the potential
impact of these market risks. The primary market risks managed by
the Company through the use of derivative instruments
include:
•foreign
currency exchange rate risk: arising primarily through Foxtel Debt
Group borrowings denominated in United States (“U.S.”) dollars,
payments for customer premise equipment and certain programming
rights; and
•interest
rate risk: arising from fixed and floating rate Foxtel Debt Group
and News Corporation borrowings.
During the three months ended March 31, 2022, the Company entered
into an interest rate swap derivative with a $500 million
notional amount to exchange the floating rate interest component of
its Term A Loans for a fixed rate of 2.083%. This interest rate
swap derivative will be accounted for as a cash flow hedge under
ASC 815, “Derivatives and Hedging”.
The Company formally designates qualifying derivatives as hedge
relationships (“hedges”) 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 Location |
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
|
|
(in millions) |
|
|
|
|
|
|
Cross currency interest rate derivatives - fair value
hedges |
Other current assets |
|
$ |
10 |
|
|
$ |
— |
|
|
|
|
|
|
|
Cross currency interest rate derivatives |
Other current assets |
|
40 |
|
|
— |
|
Interest rate derivatives - cash flow hedges |
Other non-current assets |
|
11 |
|
|
— |
|
Cross-currency interest rate derivatives - fair value
hedges |
Other non-current assets |
|
7 |
|
|
18 |
|
|
|
|
|
|
|
Cross-currency interest rate derivatives |
Other non-current assets |
|
30 |
|
|
73 |
|
|
|
|
|
|
|
Interest rate derivatives - cash flow hedges |
Other current liabilities |
|
(3) |
|
|
(6) |
|
Cross-currency interest rate derivatives |
Other current liabilities |
|
(1) |
|
|
— |
|
Interest rate derivatives - cash flow hedges |
Other non-current liabilities |
|
— |
|
|
(3) |
|
Cross-currency interest rate derivatives |
Other non-current liabilities |
|
(3) |
|
|
(13) |
|
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Cash flow hedges
The Company utilizes a combination of foreign currency derivatives
and interest rate derivatives to mitigate currency exchange rate
risk and interest rate risk in relation to future interest and
principal payments and payments for customer premise equipment and
certain programming rights.
The total notional value of foreign currency contract derivatives
designated for hedging was $32 million as of March 31,
2022. The maximum hedged term over which the Company is hedging
exposure to foreign currency fluctuations is less than one year. As
of March 31, 2022, the Company estimates that approximately $1
million of net derivative losses related to its foreign currency
contract derivative cash flow hedges included in Accumulated other
comprehensive loss will be reclassified into the Statements of
Operations within the next 12 months.
The total notional value of interest rate swap derivatives
designated for hedging was approximately A$550 million and $500
million as of March 31, 2022 for Foxtel Group and News
Corporation borrowings, respectively. The maximum hedged term over
which the Company is hedging exposure to variability in interest
payments is to March 2027. As of March 31, 2022, the Company
estimates that approximately $2 million of net derivative losses
related to its interest rate swap derivative cash flow hedges
included in Accumulated other comprehensive loss will be
reclassified into the Statements of Operations within the next 12
months.
Cash flow derivatives
The Company utilizes cross-currency interest rate derivatives to
mitigate currency exchange and interest rate risk in relation to
future interest and principal payments. The Company determined that
these cash flow hedges no longer qualified as highly effective as
of December 31, 2020 primarily due to changes in foreign exchange
and interest rates. Amounts recognized in Accumulated other
comprehensive loss during the periods the hedges were considered
highly effective will continue to be reclassified out of
Accumulated other comprehensive loss over the remaining term of the
derivatives. Changes in the fair values of these derivatives will
be recognized within Other, net in the Statements of Operations on
a prospective basis.
The total notional value of cross-currency interest rate swaps for
which the Company discontinued hedge accounting was approximately
$280 million as of March 31, 2022. The maximum hedged term
over which the Company is hedging exposure to variability in
interest and principal payments is to July 2024. As of
March 31, 2022, the Company estimates that approximately $2
million of net derivative gains related to its cross-currency
interest rate swap derivative cash flow hedges included in
Accumulated other comprehensive loss will be reclassified into the
Statements of Operations within the next 12 months.
The following tables present the impact that changes in the fair
values had on Accumulated other comprehensive loss and the
Statements of Operations during the three and nine months ended
March 31, 2022 and 2021 for both derivatives designated as
cash flow hedges that continue to be highly effective and
derivatives initially designated as cash flow hedges but for which
hedge accounting was discontinued as of December 31,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) recognized in Accumulated Other Comprehensive Loss for
the three months ended March 31, |
|
(Gain) loss reclassified from Accumulated Other Comprehensive Loss
for the three months ended March 31, |
|
Income statement
location |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
(in millions) |
|
|
Foreign currency derivatives - cash flow hedges |
$ |
(1) |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
Operating expenses |
Cross-currency interest rate derivatives |
— |
|
|
— |
|
|
(1) |
|
|
(1) |
|
|
Interest expense, net |
Interest rate derivatives - cash flow hedges |
11 |
|
|
— |
|
|
(1) |
|
|
1 |
|
|
Interest expense, net |
Total |
$ |
10 |
|
|
$ |
3 |
|
|
$ |
(2) |
|
|
$ |
— |
|
|
|
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) recognized in Accumulated Other Comprehensive Loss for
the nine months ended March 31, |
|
(Gain) loss reclassified from Accumulated Other Comprehensive Loss
for the nine months ended March 31, |
|
Income statement
location |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
(in millions) |
|
|
Foreign currency derivatives - cash flow hedges |
$ |
— |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
(1) |
|
|
Operating expenses |
Cross-currency interest rate derivatives |
— |
|
|
(15) |
|
|
(3) |
|
|
12 |
|
|
Interest expense, net |
Interest rate derivatives - cash flow hedges |
17 |
|
|
(1) |
|
|
(3) |
|
|
4 |
|
|
Interest expense, net |
Total |
$ |
17 |
|
|
$ |
(13) |
|
|
$ |
(6) |
|
|
$ |
15 |
|
|
|
The amounts recognized in Other, net in the Statements of
Operations resulting from the changes in fair value of
cross-currency interest rate derivatives that were discontinued as
cash flow hedges due to hedge ineffectiveness as of December 31,
2020 was a loss of approximately $12 million and a gain of
approximately $5 million for the three and nine months ended
March 31, 2022, respectively, and a gain of approximately $5
million and $7 million for the three and nine months ended
March 31, 2021, respectively.
Fair value hedges
Borrowings issued at fixed rates and in U.S. dollars expose the
Company to fair value interest rate risk and currency exchange rate
risk. The Company manages fair value interest rate risk and
currency exchange rate risk through the use of cross-currency
interest rate swaps under which the Company exchanges fixed
interest payments equivalent to the interest payments on the U.S.
dollar denominated debt for floating rate Australian dollar
denominated interest payments. The changes in fair value of
derivatives designated as fair value hedges and the offsetting
changes in fair value of the hedged items are recognized in Other,
net. For the nine months ended March 31, 2022, such
adjustments decreased the carrying value of borrowings by
nil.
The total notional value of the fair value hedges was approximately
$70 million as of March 31, 2022. The maximum hedged term over
which the Company is hedging exposure to variability in interest
payments is to July 2024.
During the nine months ended March 31, 2022 and 2021, the
amount recognized in the Statements of Operations on derivative
instruments designated as fair value hedges related to the
ineffective portion was nil and $1 million, respectively, and
the Company excluded the currency basis from the changes in fair
value of the derivative instruments from the assessment of hedge
effectiveness.
The following sets forth the effect of fair value hedging
relationships on hedged items in the Balance Sheets as of
March 31, 2022 and June 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
(in millions) |
Borrowings: |
|
|
|
Carrying amount of hedged item |
$ |
70 |
|
|
$ |
71 |
|
Cumulative hedging adjustments included in the carrying
amount |
3 |
|
|
5 |
|
Other Fair Value Measurements
As of March 31, 2022, the carrying value of the Company’s
outstanding borrowings approximates the fair value. The 2022 Senior
Notes, 2021 Senior Notes and U.S. private placement borrowings are
classified as Level 2 and the remaining borrowings are
classified as Level 3 in the fair value
hierarchy.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 9. EARNINGS (LOSS) PER SHARE
The following tables set forth the computation of basic and diluted
earnings (loss) per share under ASC 260, “Earnings per
Share”:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
March 31, |
|
For the nine months ended
March 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in millions, except per share amounts) |
Net income |
$ |
104 |
|
|
$ |
96 |
|
|
$ |
633 |
|
|
$ |
404 |
|
Less: Net income attributable to noncontrolling
interests |
(22) |
|
|
(17) |
|
|
(120) |
|
|
(60) |
|
Net income attributable to News Corporation
stockholders |
$ |
82 |
|
|
$ |
79 |
|
|
$ |
513 |
|
|
$ |
344 |
|
Weighted-average number of shares of common stock outstanding -
basic |
588.8 |
|
|
590.8 |
|
|
590.9 |
|
|
590.3 |
|
Dilutive effect of equity awards |
3.3 |
|
|
3.7 |
|
|
2.8 |
|
|
2.3 |
|
Weighted-average number of shares of common stock outstanding -
diluted |
592.1 |
|
|
594.5 |
|
|
593.7 |
|
|
592.6 |
|
Net income attributable to News Corporation stockholders per share
- basic |
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.87 |
|
|
$ |
0.58 |
|
Net income attributable to News Corporation stockholders per share
- diluted |
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.86 |
|
|
$ |
0.58 |
|
NOTE 10. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has commitments under certain firm contractual
arrangements (“firm commitments”) to make future payments. These
firm commitments secure the current and future rights to various
assets and services to be used in the normal course of operations.
As a result of the issuance of the 2022 Senior Notes during the
three months ended March 31, 2022, the Company has presented its
commitments associated with its borrowings and the related interest
payments in the table below. See Note 6—Borrowings. The Company’s
remaining commitments as of March 31, 2022 have not changed
significantly from the disclosures included in the 2021 Form
10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022
|
|
Payments Due by Period
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings(a)
|
2,740 |
|
|
276 |
|
|
864 |
|
|
9 |
|
|
1,591 |
|
Interest payments on borrowings(b)
|
657 |
|
|
104 |
|
|
180 |
|
|
143 |
|
|
230 |
|
Total commitments and contractual obligations
|
$ |
3,397 |
|
|
$ |
380 |
|
|
$ |
1,044 |
|
|
$ |
152 |
|
|
$ |
1,821 |
|
________________________
(a)See
Note 6—Borrowings. The table above does not include amounts related
to the Company’s Term A Loan, as the amounts were drawn during the
fourth quarter of fiscal 2022.
(b)Reflects
the Company’s expected future interest payments based on borrowings
outstanding and interest rates applicable at March 31, 2022.
Such rates are subject to change in future periods. See Note
6—Borrowings.
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.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
The Company establishes an accrued liability for legal claims when
it determines that a loss is both probable and the amount of the
loss can be reasonably estimated. Once established, accruals are
adjusted from time to time, as appropriate, in light of additional
information. The amount of any loss ultimately incurred in relation
to matters for which an accrual has been established may be higher
or lower than the amounts accrued for such matters. Legal fees
associated with litigation and similar proceedings are expensed as
incurred. Except as otherwise provided below, for the contingencies
disclosed for which there is at least a reasonable possibility that
a loss may be incurred, the Company was unable to estimate the
amount of loss or range of loss. The Company recognizes gain
contingencies when the gain becomes realized or
realizable.
News America Marketing
In May 2020, the Company sold its News America
Marketing business. In the transaction, the
Company retained certain liabilities, including those
arising from the legal proceedings with Insignia Systems, Inc.
(“Insignia”) and Valassis Communications, Inc. (“Valassis”)
described below.
Insignia Systems, Inc.
On July 11, 2019, Insignia filed a complaint in the U.S.
District Court for the District of Minnesota against News America
Marketing FSI L.L.C. (“NAM FSI”), News America
Marketing In-Store Services L.L.C.
(“NAM In-Store”) and News Corporation (together, the “NAM
Parties”) alleging violations of federal and state antitrust laws
and common law business torts. The complaint seeks treble damages,
injunctive relief and attorneys’ fees and costs. On August 14,
2019, the NAM Parties answered the complaint and asserted a
counterclaim against Insignia for breach of contract, alleging that
Insignia violated a prior settlement agreement between
NAM In-Store and Insignia. On July 10, 2020, the NAM
Parties filed a motion for summary judgment on the counterclaim,
which was granted in part and denied in part on December 7, 2020.
The court found that Insignia had breached the prior settlement
agreement and struck the allegations in Insignia’s complaint that
violated the agreement. On August 27, 2021, the NAM Parties filed a
motion for summary judgment dismissing the case, which Insignia has
opposed. While it is not possible at this time to predict with any
degree of certainty the ultimate outcome of this action, the NAM
Parties believe they have been compliant with applicable laws and
intend to defend themselves vigorously.
Valassis Communications, Inc.
In November 2013, Valassis filed a complaint in the U.S. District
Court for the Eastern District of Michigan against the NAM Parties
and News America Incorporated, which was subsequently transferred
to the U.S. District Court for the Southern District of New York
(the “N.Y. District Court”). The complaint alleged violations of
federal and state antitrust laws and common law business torts and
sought treble damages, injunctive relief and attorneys’ fees and
costs. The trial began on June 29, 2021, and in July 2021, the
parties agreed to settle the litigation and Valassis’s claims were
dismissed with prejudice.
HarperCollins
Beginning in February 2021, a number of purported class action
complaints have been filed in the N.Y. District Court against
Amazon.com, Inc. (“Amazon”) and certain publishers, including the
Company’s subsidiary, HarperCollins Publishers, L.L.C.
(“HarperCollins” and together with the other publishers, the
“Publishers”), alleging violations of antitrust and competition
laws. The complaints seek treble damages, injunctive relief and
attorneys’ fees and costs. In September 2021, Amazon and the
Publishers filed motions to dismiss the complaints, which the
plaintiffs have opposed. 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.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Newspaper Matters as well as legal and professional fees and
expenses paid in connection with the previously concluded criminal
matters, other than fees, expenses and costs relating to employees
(i) who are not directors, officers or certain designated
employees or (ii) with respect to civil matters, who are
not co-defendants with the Company or 21st Century Fox.
21st Century Fox’s indemnification obligations with respect to
these matters are settled on an after-tax basis. In March
2019, as part of the separation of FOX Corporation (“FOX”) from
21st Century Fox, the Company, News Corp Holdings UK &
Ireland, 21st Century Fox and FOX entered into a Partial Assignment
and Assumption Agreement, pursuant to which, among other things,
21st Century Fox assigned, conveyed and transferred to FOX all of
its indemnification obligations with respect to the U.K. Newspaper
Matters.
The net expense related to the U.K. Newspaper Matters in Selling,
general and administrative was $3 million for both the three months
ended March 31, 2022 and 2021 and $9 million and $8 million for the
nine months ended March 31, 2022 and 2021, respectively. As of
March 31, 2022, 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 $63 million. The amount to be
indemnified by FOX of approximately $66 million was recorded as a
receivable in Other current assets on the Balance Sheet as of
March 31, 2022. 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.
Other
The Company’s tax returns are subject to on-going review
and examination by various tax authorities. Tax authorities may not
agree with the treatment of items reported in the Company’s tax
returns, and therefore the outcome of tax reviews and examinations
can be unpredictable.
The Company believes it has appropriately accrued for the expected
outcome of uncertain tax matters and believes such liabilities
represent a reasonable provision for taxes ultimately expected to
be paid; however, these liabilities may need to be adjusted as new
information becomes known and as tax examinations continue to
progress, or as settlements or litigations occur.
NOTE 11. INCOME TAXES
At the end of each interim period, the Company estimates the annual
effective tax rate and applies that rate to its 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 March 31, 2022, the Company recorded
income tax expense of $29 million on pre-tax income
of $133 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, offset by
the reversal of valuation allowances related to certain deferred
tax assets.
For the nine months ended March 31, 2022, the Company recorded
income tax expense of $199 million on pre-tax income
of $832 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, offset by
the reversal of valuation allowances related to certain deferred
tax assets and the lower tax impact related to the sale of REA
Group’s Malaysia and Thailand businesses.
For the three months ended March 31, 2021, the Company recorded
income tax expense of $43 million on pre-tax income of $139
million, resulting in an effective tax rate that was higher than
the U.S. statutory tax rate. The higher tax rate was primarily due
to valuation allowances being recorded against tax benefits in
certain foreign jurisdictions with operating losses and the impact
of foreign operations which are subject to higher tax
rates.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
For the nine months ended March 31, 2021, the Company recorded
income tax expense of $153 million on pre-tax income of $557
million, resulting in an effective tax rate that was higher than
the U.S. statutory tax rate. The higher tax rate was primarily due
to valuation allowances being recorded against tax benefits in
certain foreign jurisdictions with operating losses and the impact
of foreign operations which are subject to higher tax rates, offset
by a remeasurement of deferred taxes in the U.K.
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 deferred tax assets in certain foreign
jurisdictions 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 tax
examinations in various U.S. state and foreign jurisdictions. The
Company is currently undergoing an audit with the Internal Revenue
Service for the fiscal year ended June 30, 2018. The Company
believes it has appropriately accrued for the expected outcome of
uncertain tax matters and believes such liabilities represent a
reasonable provision for taxes ultimately expected to be paid.
However, the Company may need to accrue additional income tax
expense and its liability may need to be adjusted as new
information becomes known and as these tax examinations continue to
progress, or as settlements or litigations occur.
The Company paid gross income taxes of $132 million and $131
million during the nine months ended March 31, 2022 and 2021,
respectively, and received tax refunds of $3 million and $11
million, respectively.
NOTE 12. SEGMENT INFORMATION
The Company manages and reports its businesses in the
following six segments:
•Digital
Real Estate Services—The
Digital Real Estate Services segment consists of the
Company’s 61.4% interest in REA Group and 80% interest in
Move. The remaining 20% interest in Move is held by REA Group.
REA Group is a market-leading digital media business specializing
in property and is listed on the Australian Securities Exchange
(“ASX”) (ASX: REA). REA Group advertises property and
property-related services on its websites and mobile apps,
including Australia’s leading residential, commercial and share
property websites, realestate.com.au, realcommercial.com.au and
Flatmates.com.au, property.com.au and property portals in India. In
addition, REA Group provides property-related data to the financial
sector and financial services through an end-to-end digital
property search and financing experience and a mortgage broking
offering.
Move is a leading provider of digital real estate services in the
U.S. and primarily operates realtor.com®,
a premier real estate information, advertising and services
platform. Move offers real estate advertising solutions to agents
and brokers, including its ConnectionsSM
Plus, Market VIPSM
and AdvantageSM
Pro products as well as its referral-based service, ReadyConnect
ConciergeSM.
Move also offers online tools and services to do-it-yourself
landlords and tenants, as well as professional software and
services products.
•Subscription
Video Services—The
Company’s Subscription Video Services segment provides sports,
entertainment and news services to pay-TV and streaming subscribers
and other commercial licensees, primarily via cable, satellite and
internet distribution, and consists of (i) the
Company’s 65% interest in the Foxtel Group (with the
remaining 35% interest held by Telstra,
an ASX-listed telecommunications company) and
(ii) Australian News Channel (“ANC”). The Foxtel Group is
the largest Australian-based subscription television provider, with
nearly 200 channels covering sports, general entertainment,
movies, documentaries, music, children’s programming and news.
Foxtel and the Kayo Sports streaming service offer the leading
sports programming content in Australia, with broadcast rights to
live sporting events including: National Rugby League, Australian
Football League, Cricket Australia and various motorsports
programming. The Foxtel Group also operates
BINGE,
its on-demand entertainment streaming service, and Foxtel Now, a
streaming service that provides access across Foxtel’s live and
on-demand content. In October 2021, the Foxtel Group
launched
Flash,
a news aggregation streaming service.
ANC operates the SKY NEWS network, Australia’s 24-hour
multi-channel, multi-platform news service. ANC channels are
distributed throughout Australia and New Zealand and available on
Foxtel and Sky Network Television NZ. ANC also owns and operates
the international Australia Channel IPTV service and offers content
across a variety of digital media platforms, including web, mobile
and third-party providers.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
•Dow
Jones—The
Dow Jones segment consists of Dow Jones, a global provider of news
and business information, which distributes its content and data
through a variety of media channels including newspapers,
newswires, websites, applications, or apps, for mobile devices,
tablets and e-book readers, newsletters, magazines, proprietary
databases, live journalism, video and podcasts. The Dow Jones
segment’s products, which target individual consumers and
enterprise customers, include
The Wall Street Journal,
Factiva, Dow Jones Risk & Compliance, Dow Jones
Newswires,
Barron’s,
MarketWatch, Investor’s Business Daily and, since February 2022,
OPIS.
•Book
Publishing—The
Book Publishing segment consists of HarperCollins, the second
largest consumer book publisher in the world, with operations
in 17 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, HarperCollins Children’s Books, Avon,
Harlequin and Christian publishers Zondervan and Thomas Nelson, and
publishes works by well-known authors such as Harper Lee, George
Orwell, Agatha Christie and Zora Neale Hurston, as well as global
author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva,
Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to
many beloved children’s books and authors and a significant
Christian publishing business.
•News
Media—The
News Media segment consists primarily of News Corp Australia, News
UK and the
New York Post
and includes, among other publications,
The Australian, The Daily Telegraph, Herald Sun, The Courier
Mail
and
The Advertiser
in Australia and
The Times, The Sunday Times, The Sun
and
The Sun on Sunday
in the U.K. This segment also includes Wireless Group, operator of
talkSPORT, the leading sports radio network in the U.K., and
Storyful, a social media content agency.
•Other—The
Other segment consists primarily of general corporate overhead
expenses, costs related to the U.K. Newspaper Matters and
transformation costs associated with the Company’s ongoing cost
reduction initiatives.
Segment EBITDA is defined as revenues less operating expenses and
selling, general and administrative expenses. Segment EBITDA does
not include: depreciation and amortization, impairment and
restructuring charges, equity losses of affiliates, interest
(expense) income, net, other, net and income tax (expense) benefit.
Segment EBITDA may not be comparable to similarly titled measures
reported by other companies, since companies and investors may
differ as to what items should be included in the calculation of
Segment EBITDA.
Segment EBITDA 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 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).
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Segment information is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
March 31, |
|
For the nine months ended March 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in millions) |
Revenues: |
|
|
|
|
|
|
|
Digital Real Estate Services |
$ |
416 |
|
|
$ |
351 |
|
|
$ |
1,298 |
|
|
$ |
980 |
|
Subscription Video Services |
494 |
|
|
523 |
|
|
1,502 |
|
|
1,530 |
|
Dow Jones |
487 |
|
|
421 |
|
|
1,439 |
|
|
1,253 |
|
Book Publishing |
515 |
|
|
490 |
|
|
1,678 |
|
|
1,492 |
|
News Media |
580 |
|
|
550 |
|
|
1,794 |
|
|
1,610 |
|
Other |
— |
|
|
— |
|
|
— |
|
|
1 |
|
Total revenues |
$ |
2,492 |
|
|
$ |
2,335 |
|
|
$ |
7,711 |
|
|
$ |
6,866 |
|
Segment EBITDA: |
|
|
|
|
|
|
|
Digital Real Estate Services |
$ |
137 |
|
|
$ |
117 |
|
|
$ |
453 |
|
|
$ |
378 |
|
Subscription Video Services |
79 |
|
|
91 |
|
|
279 |
|
|
293 |
|
Dow Jones |
88 |
|
|
82 |
|
|
327 |
|
|
263 |
|
Book Publishing |
67 |
|
|
80 |
|
|
259 |
|
|
255 |
|
News Media |
39 |
|
|
8 |
|
|
184 |
|
|
52 |
|
Other |
(52) |
|
|
(80) |
|
|
(148) |
|
|
(178) |
|
Depreciation and amortization |
(172) |
|
|
(173) |
|
|
(505) |
|
|
(504) |
|
Impairment and restructuring charges |
(37) |
|
|
(30) |
|
|
(82) |
|
|
(93) |
|
Equity losses of affiliates |
(4) |
|
|
(5) |
|
|
(10) |
|
|
(9) |
|
Interest expense, net |
(25) |
|
|
(12) |
|
|
(68) |
|
|
(32) |
|
Other, net |
13 |
|
|
61 |
|
|
143 |
|
|
132 |
|
Income before income tax expense |
133 |
|
|
139 |
|
|
832 |
|
|
557 |
|
Income tax expense |
(29) |
|
|
(43) |
|
|
(199) |
|
|
(153) |
|
Net income |
$ |
104 |
|
|
$ |
96 |
|
|
$ |
633 |
|
|
$ |
404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
(in millions) |
Total assets: |
|
|
|
Digital Real Estate Services |
$ |
3,069 |
|
|
$ |
3,146 |
|
Subscription Video Services |
3,514 |
|
|
3,515 |
|
Dow Jones |
3,963 |
|
|
2,798 |
|
Book Publishing |
2,784 |
|
|
2,713 |
|
News Media |
2,198 |
|
|
2,209 |
|
Other(a)
|
1,327 |
|
|
2,039 |
|
Investments |
564 |
|
|
351 |
|
Total assets |
$ |
17,419 |
|
|
$ |
16,771 |
|
(a)The
Other segment primarily includes Cash and cash
equivalents.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
March 31, 2022 |
|
As of
June 30, 2021 |
|
(in millions) |
Goodwill and intangible assets, net: |
|
|
|
Digital Real Estate Services |
$ |
1,862 |
|
|
$ |
1,871 |
|
Subscription Video Services |
1,552 |
|
|
1,612 |
|
Dow Jones |
3,097 |
|
|
1,995 |
|
Book Publishing |
1,011 |
|
|
1,046 |
|
News Media |
303 |
|
|
308 |
|
Total Goodwill and intangible assets, net |
$ |
7,825 |
|
|
$ |
6,832 |
|
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.