News Corporation · NASDAQ:NWS
News — Shareholder Meeting (October 2024)
36 slides from News's shareholder meeting presentation, Oct 7, 2024
Slide 1: Schedule 14A Proxy Statement
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy
Slide 2: Shareholder Engagement October 2024
Shareholder Engagement October 2024
Slide 3: Cautionary Note: Forward-Looking Statements
Cautionary Note: Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s views and assumptions regarding future events and business performance as
Slide 4: Important Additional Information and Where to Find It
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT The Company, its directors and certain of its executive officers and employees (as set forth below) may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2024 Annual Meeting. The Company plans to
Slide 5: Recent Highlights
Recent Highlights 1 REA Group posted exceptional fiscal 2024 results with revenues rising 19% compared to the prior year, reflecting robust Australian residential performance and strong growth at REA India 5 Robust free cash flow generation and strong balance sheet supporting capital returns, incl
Slide 6: Fiscal 2024 Highlights
• Achieved four most profitable years in fiscal 2021-2024 with Fiscal 2024 being its second most profitable year on record. • Fourth quarter net income was $71 million, a significant improvement of $103 million over prior year, and News Corp posted its highest fourth quarter Total Segment EBITDA sin
Slide 7: Revenues and EBITDA by Segment
Revenues and EBITDA by Segment 3 Digital Real Estate Services 1,539 1,658 8% Subscription Video Services 1,942 1,917 (1%) Dow Jones 2,153 2,231 4% Book Publishing 1,979 2,093 6% News Media 2,266 2,186 (4%) Other - - - % Total $9,879 $10,085 2% Digital Real Estate Services 457 508 11% Subscription
Slide 8: Business Overview & Strategy
Business Overview & Strategy
Slide 9: News Corp Today – A Global, Diversified Media and Information Services Company
Book Publishing Digital Real Estate Services News MediaDow Jones Subscription Video Services Pre-Spin Added Post-Spin Divested / Merged Local Media Group 2 1 Contributed FSA to Foxtel to achieve 65% ownership News Corp Today – A Global, Diversified Media and Information Services Company News Corp st
Slide 10: Increasingly diversified revenue with digital over 50% in FY24
Increasingly diversified and balanced revenue with digital accounting for over 50% in FY24 for second consecutive year, marking a key inflection point 31% 48% 16% 0% 5% 44% 16% 20% 13% 7% Notes: (1) Advertising revenues in FY14 include $408 million of revenues for REA Group. Since FY17, REA Group’s
Slide 11: Three core growth pillars that have transformed profitability
Three core growth pillars that have transformed profitability Notes: (1) Segment EBITDA figures shown in pie charts do not include Digital Education, which was classified as discontinued operations beginning in the first quarter of FY16, and Other Segment. (2) Formally Cable Network Programming. (3)
Slide 12: FY14 to FY24: News Corp's Revenue by Geography
3,631 4,008 FY14A FY24A 2,045 1,737 FY14A FY24A FY14 to FY24: News Corp’s Revenue by Geography 8 2,810 4,340 FY14A FY24A News Corp Global Revenue 43% total 40% total 24% total 17% total 33% total 43% total ($ in millions) 1 Note: (1) Revenue figures shown in bar charts do not include Digital Educa
Slide 13: Continued Growth in Digital Subscribers Across All Mastheads
1,854 1,929 2,041 2,244 2,354 2,462 2,625 2,722 2,803 2,918 3,036 3,095 3,157 3,167 3,299 3,406 3,457 3,528 3,715 3,788 542 567 613 648 685 738 760 810 850 861 876 882 929 924 937 943 937 940 966 968 405 442 518 556 560 599 674 700 723 757 810 848 862 894 969 1,018 1,055 1,104 1,221 1,290 312 320 34
Slide 14: FY 2024 Trading Performance
FY 2024 Trading performance 10 News Corp’s trading performance stands apart from the “original” peer set in the last year Share Price Performance (June 28, 2023 – June 28, 2024) Source: Capital IQ as of June 28, 2024. Note: (1) Media Index represents JP Morgan JP1MDA Index 44% 41% 25% 30% (4%) 29%
Slide 15: Robust Cash Generation Fueling Reinvestment and Shareholder Returns
$1,259 $1,328 $1,090 $989 $941 $985 $1,979 $1,978 $1,968 $2,313 $3,069 $2,967 $2,909 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Foxtel & REA Group News Corp 11 Note: USD in millions. (1) Free Cash Flow is a non-GAAP financial measure and is defined as net cash provided by operating activities less cap
Slide 16: OpenAI Content Licensing & AI Partnership
OpenAI Content Licensing & AI partnership ChatGPT Content Powered by News Corp (Illustrative) (MarketWatch). (MarketWatch). (Barron’s) 12 • News Corp and OpenAI announced a historic, multi-year agreement to bring News Corp news content to OpenAI − Includes all news mastheads across the Company: Dow
Slide 17: Capital Allocation Priorities
Liquidity • Strong cash flow generation with operating cash flows of >$4 billion and free cash flow generation of >$3 billion from FY20 - FY24 • As of June 30, 2024, ample cash on balance sheet of c. $2 billion and access to revolving credit facilities backed by a supportive group of diverse global
Slide 18: Corporate Governance & ESG
DB Ne s Corp, as ‘THE WALL STREET JOURNAL. realtorcom ® REA Group HarperCollins Kayo FOXTEL ORK POS News UK Corporate Governance & ESG Were Gre ase
Slide 19: Board of Directors
• CEO since Company’s inception • Former Editor-in-Chief of Dow Jones & Company and Managing Editor of The Wall Street Journal Robert J. Thomson Chief Executive Officer Board of Directors 43% of our Directors, or 60% of our independent Directors, are women • Executive Chair and CEO, Fox Corp • Execu
Slide 20: Independent Board Leadership Structure and Succession Planning
Independent Board Leadership Structure and Succession Planning 16 • Compensation Committee oversees robust ongoing CEO succession planning process − Board regularly reviews CEO succession planning, at least annually per Statement of Corporate Governance − Compensation Committee, in consultation wit
Slide 21: Effective Independent Oversight of Robust Governance Practices
Effective Independent Oversight of Robust Governance Practices in the Boardroom 17 Governance Highlights Board Composition and Practices ✓ Majority of independent Directors ✓ Independent Lead Director with robust responsibilities ✓ Executive sessions of independent Directors held at every regular B
Slide 22: Dual-Class Capital Structure Enables Focus on Long-Term Strategy
Dual-Class Capital Structure Enables Focus on Long-Term Strategy 18 • The Board believes that the Company’s dual-class capital structure has facilitated the successful implementation of News Corp’s transformational strategy and long-term outperformance for all News Corp stockholders. ‒ Enables focu
Slide 23: Enhanced Focus on ESG Matters
Enhanced Focus on ESG matters 19 CLIMATE & ENVIRONMENT • Climate Change • Waste & Circular Economy OUR CULTURE & PURPOSE • Trusted News & Information • Employee Experience • Diverse Voices • Community Impact & Philanthropy GOVERNANCE • Corporate Governance • Compliance & Ethics • Risk Management •
Slide 24: ESG Spotlight: Global Environmental Initiative
0 50,000 100,000 150,000 200,000 250,000 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 Electricity & Steam Onsite File Transport Fuel Refrigerants ESG Spotlight: Global Environmental Initiative Our Science-Based Net Zero Targets • In 2020, News Corp signed the United Nations and Science-Based Targets Init
Slide 25: Overview of Executive Compensation
Overview of Executive Compensation 21 Fixed Cash • Provides a level of fixed pay appropriate to an executive’s role and responsibilities • Attracts and retains executive talent • Reviewed annually by the Compensation Committee Base Salary Base Salary Long-Term Equity Incentive Annual Cash Incentive
Slide 26: Compensation Designed with Best-in-Class Practices
Compensation designed with best-in-class practices 22 What We Do Not Do X No guaranteed bonuses X No targeting of specific percentiles versus peers in setting compensation levels X No ‘‘single trigger’’ cash severance or automatic vesting of equity awards based solely upon a change in control of th
Slide 27: Appendix
DB Ne s Corp, as ‘THE WALL STREET JOURNAL. realtorcony ® REA Group HarperCollins Kayo FOXTEL ORK POS News UK Appendix News Compe Australia
Slide 28: Reconciliation of Net Income to Total Segment EBITDA
Reconciliation of Net Income to Total Segment EBITDA Total Segment EBITDA Reconciliation 1 24 FY 2020 FY 2021 FY 2022 FY 2023 Q4 FY 2024 FY 2024 Net income (1,545) 389 760 187 71 354 Income tax (benefit) expense 21 61 52 143 39 192 Other, net (9) (143) (52) (1) 7 30 Interest (income) expense, net
Slide 29: Reconciliation of Free Cash Flow
FY2020 – FY2024 Free Cash Flow Reconciliation1 Reconciliation of Free Cash Flow 25 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Net Cash Provided by Operating Activities 780 1,237 1,354 1,092 1,098 Less: Capital Expenditures (438) (390) (499) (499) (496) Free Cash Flow $342 $847 $855 $593 $602Fr ee C a
Slide 30: Expanded Bio: Lachlan K. Murdoch
Expanded Bio: Lachlan K. Murdoch 26 Key Experience, Qualifications and Board Contributions Other Key Skill Sets • Led many significant transactions, including News Corp’s purchase of a controlling stake in REA Group, a leading online real estate business in Australia, which began with an original c
Slide 31: Expanded Bio: Robert Thomson
Chief Executive Robert Thomson Expanded Bio: Robert Thomson 27 Key Experience, Qualifications and Board Contributions 2013 – Present Chief Executive, News Corp 2008 – 2012 Editor-in-Chief, Dow Jones 2008 – 2012 Managing Editor, The Wall Street Journal 2007 – 2008 Publisher, Dow Jones 2002 – 2007 Ed
Slide 32: Expanded Bio: Masroor Siddiqui
Independent Lead Director Masroor Siddiqui Expanded Bio: Masroor Siddiqui 28 Key Experience, Qualifications and Board Contributions Other Key Skill Sets 2012 – Present Chief Executive Officer, Naya Capital Management UK Limited (an investment firm that he co-founded) 2009 – 2011 Partner, Children’s
Slide 33: Expanded Bio: Kelly Ayotte
Independent Director Kelly Ayotte Expanded Bio: Kelly Ayotte 29 Key Experience, Qualifications and Board Contributions Other Key Skill Sets • Ms. Ayotte brings to the Board strong leadership and strategic planning skills as well as in-depth knowledge in the areas of public policy, government and la
Slide 34: Expanded Bio: José María Aznar
Independent Director José María Aznar Expanded Bio: José María Aznar 30 Key Experience, Qualifications and Board Contributions Other Key Skill Sets 1989 – Present President, Foundation for Social Studies and Analysis (a political research and educational organization focused on Spain) 2014 – Presen
Slide 35: Expanded Bio: Natalie Bancroft
Independent Director Natalie Bancroft Expanded Bio: Natalie Bancroft 31 Key Experience, Qualifications and Board Contributions Other Key Skill Sets 2020 – 2022 Co-Founder, SpoonFull LLC (a technology company focused on independent restaurant supply chains) 2019 – 2022 Director, California Ballet (a
Slide 36: Expanded Bio: Ana Paula Pessoa
Independent Director Ana Paula Pessoa Expanded Bio: Ana Paula Pessoa 32 Key Experience, Qualifications and Board Contributions Other Key Skill Sets • Ms. Pessoa contributes digital and technology expertise from her leadership roles at Kunumi Inteligencia Artificial SA (“Kunumi”), a leading Brazilia